SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
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14a-6(e)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-12
Tri City Bankshares Corporation
(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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0-11.
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_
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computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
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[ ] Check box if any part of the fee is offset as provided by Exchange Act
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TRI CITY BANKSHARES CORPORATION
6400 South 27th Street
Oak Creek, Wisconsin 53154
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
June 11, 2008
TO THE SHAREHOLDERS OF TRI CITY BANKSHARES CORPORATION:
Notice is hereby given that the Annual Meeting of Shareholders of Tri City
Bankshares Corporation will be held at Tri City National Bank, 6400 South 27th
Street, Oak Creek, Wisconsin 53154, on Wednesday, June 11, 2008 at 9:30 a.m.,
for the following purposes:
(1) To elect thirteen members of the Board of Directors to serve until the
2009 Annual Meeting of Shareholders and until their successors are
elected and qualified; and
(2) To transact such other business as may properly come before the annual
meeting or any adjournments thereof.
Holders of common stock of record at the close of business on April 24,
2008 will be entitled to notice of, and to vote at, the annual meeting, or at
any adjournment thereof.
All shareholders are cordially invited to attend and participate in the
annual meeting in person. We urge you to sign, date and return the enclosed
proxy whether or not you expect to attend the annual meeting in person. Your
proxy will not be used if you subsequently decide to attend the annual meeting
and vote your shares in person, or if you revoke your proxy by any other lawful
means.
By Order of the Board of Directors,
/s/Scott A. Wilson
Scott A. Wilson, Secretary
Oak Creek, Wisconsin
May 7, 2008
TRI CITY BANKSHARES CORPORATION
6400 South 27th Street
Oak Creek, Wisconsin 53154
PROXY STATEMENT
--------------------------------
This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Tri City Bankshares Corporation (the
"Corporation") to be voted at the Annual Meeting of Shareholders to be held at
Tri City National Bank, 6400 South 27th Street, Oak Creek, Wisconsin 53154, on
June 11, 2008 at 9:30 a.m., for the purposes set forth in the accompanying
Notice of Annual Meeting of Shareholders. The solicitation is made by the
mailing of this proxy statement with its enclosures. No other solicitation is
contemplated; however, if it is necessary to assure adequate attendance at the
annual meeting, the Corporation's Board of Directors may, if it deems it
advisable, make a further solicitation by mail, telephone, facsimile, and/or
personal interview for proxies. Such solicitation will be made by the officers
of the Corporation and will be limited in extent. The total cost of the
solicitation, including reimbursement of banks, brokerage firms, custodians,
nominees, and fiduciaries for reasonable expenses incurred by them in sending
proxy materials to the beneficial owners of the Corporation's common stock,
$1.00 par value (the "Common Stock"), will be borne by the Corporation. The
approximate date on which this proxy statement and accompanying proxy card and
annual report are first being mailed to shareholders is May 7, 2008.
Shareholders are asked to complete, sign and return the enclosed proxy. The
proxy may be revoked by you at any time before it is voted at the annual
meeting. Prior to the annual meeting, this may be done by execution of a
later-dated proxy or by written revocation sent to the Secretary of the
Corporation, Mr. Scott A. Wilson, at the office of the Corporation, 6400 South
27th Street, Oak Creek, Wisconsin 53154. Alternatively, the proxy may be revoked
at the annual meeting by oral or written request to the Secretary of the
Corporation.
Only shareholders of record at the close of business on April 24, 2008 will
be entitled to vote at the meeting. There were 8,904,915 shares of the Common
Stock of the Corporation outstanding on the record date, each share being
entitled to one vote.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following is based upon information provided to the Corporation by the
persons named below and sets forth, as of March 28, 2008, except as otherwise
indicated, information regarding the beneficial ownership of shares of Common
Stock by (a) persons known by the Corporation to own beneficially, directly or
indirectly, more than 5% of the Corporation's Common Stock; (b) directors,
nominees for director and certain executive officers; and (c) all directors and
executive officers of the Corporation as a group. Except as otherwise indicated,
the address of each beneficial owner of more than 5% of the Common Stock listed
below is 6400 South 27th Street, Oak Creek, Wisconsin 53154.
Amount and Nature of Percent
Beneficial Ownership of Class
Name of Beneficial Owner (1) (2)
Frank J. Bauer............................ 58,392 (3) *
William N. Beres.......................... 13,779 (4) *
Sanford Fedderly.......................... 203,916 (5) 2.3%
Scott D. Gerardin......................... 10,005 (6) *
William Gravitter......................... 557,264 (7) 6.3%
Christ Krantz............................. 283,414 3.2%
Brian T. McGarry.......................... 40,778 (8) *
Robert W. Orth............................ 36,379 (9) *
Ronald K. Puetz........................... 45,601 (10) *
Agatha T. Ulrich.......................... 4,756,616 (11) 53.4%
David A. Ulrich, Jr....................... 3,215,495 (12) 36.1%
William J. Werry.......................... 97,806 (13) 1.1%
Scott A. Wilson........................... 35,949 (14) *
All directors and officers
as a group (13 persons) .................. 5,359,181 (15) 60.2%
Ulrich Voting Trust....................... 3,000,000 (16) 33.7%
(1) As defined under applicable securities laws, a person is the
"beneficial owner" of shares if he or she has, alone or together with
one or more other persons, the power to vote or to dispose of such
shares. A person is also a beneficial owner of shares if he or she has
the right to acquire beneficial ownership of those shares (for
example, through the exercise of a stock option) within 60 days of the
date for which the determination of beneficial ownership is made.
Finally, a person may be deemed to be a beneficial owner of shares if
he or she has the right to acquire such shares pursuant to a
shareholders' agreement that includes a right of first refusal in
favor of such person. The number of shares held by the spouses, or in
Individual Retirement Arrangements (IRAs) for the benefit of spouses,
of certain of the persons named in the above table is for
informational purposes only, and each such person disclaims beneficial
ownership of shares registered in the sole name of his spouse or held
in an IRA for the benefit of his spouse.
(2) Percentage based on 8,904,915 shares issued and outstanding as of
March 28, 2008. Asterisk (*) denotes less than 1 percent.
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(3) Registered in the name of Mr. Bauer and his wife, as joint tenants, as
to which Mr. Bauer shares voting and investment power. Excludes 2,640
shares registered in the name of Mrs. Bauer.
(4) Includes: (i) 10,086 shares registered in the name of Mr. Beres and
his wife, as joint tenants, as to which Mr. Beres shares voting and
investment power; (ii) 1,314 shares held in accounts for Mr. Beres'
children for which he is custodian; and (iii) 2,379 shares held in a
self-directed IRA for the benefit of Mr. Beres. Excludes 1,269 shares
held in Mrs. Beres' self-directed IRA.
(5) Includes: (i) 6,195 shares registered in the name of Mr. Fedderly;
(ii) 96,726 shares registered to the Sanford Fedderly 1991 Revocable
Trust; and (iii) 100,995 shares registered in the name of Mrs. Roberta
C. Fedderly 1991 Revocable Trust of which Mr. Fedderly is a Trustee.
(6) Includes 120 shares registered in the name of Mr. Gerardin and his
wife, as joint tenants, as to which Mr. Gerardin has shared voting and
investment power; and 9,885 shares held in a self-directed IRA for the
benefit of Mr. Gerardin.
(7) Includes 531,631 shares registered in Mr. Gravitter's name and 25,633
shares subject to agreements with members of Mr. Gravitter's family
under which he exercises no voting power, but has right of first
refusal on sale of stock. Certain of these shares are also shown as
beneficially owned by Agatha T. Ulrich (see Note (11), below).
Excludes 61,656 shares registered in the name of Mrs. Gravitter.
(8) Registered in the name of Mr. McGarry. Certain of these shares are
also shown as beneficially owned by Agatha T. Ulrich (see Note (11),
below). Excludes 107,721 shares registered in the name of Kathleen
McGarry, Mr. McGarry's spouse and excludes other shares that may be
beneficially owned by Mrs. McGarry.
(9) Includes (i) 30,143 shares registered in the name of Mr. Orth and (ii)
6,236 shares in accounts for Mr. Orth's children for which he is
custodian.
(10) Includes (i) 29,390 shares registered in the name of Mr. Puetz; (ii)
8,315 shares registered in the name of Mr. Puetz and his wife as joint
tenants, as to which Mr. Puetz has shared voting and investment power;
and (iii) 7,896 shares held in a self-directed IRA for the benefit of
Mr. Puetz. Excludes 3,105 shares registered in the name of Mrs. Puetz.
(11) Based on an Amended Schedule 13D dated December 5, 2007 filed by
Agatha T. Ulrich. Includes: (i) 1,530 shares directly held by Mrs.
Ulrich as to which she has sole voting and investment power; (ii)
126,864 shares held by the Agatha T. Ulrich 2004 Intangible Management
Trust over which Mrs. Ulrich has shared voting and investment power
with the three trustees of such trust as a result of her right to
cause a distribution of the shares of Company stock held by the Trust;
(iii) 34,759 shares held by N.D.C., LLC of which Mrs. Ulrich is the
controlling member and has shared voting and investment power; (iv)
3,855,641 shares held under a Stockholders' Agreement with certain
family members and related entities over which Mrs. Ulrich may be
deemed to have shared investment power (which includes certain of the
shares shown as beneficially owned by Brian T. McGarry (see Note 8,
above); by David A. Ulrich, Jr. (see Note (12), below); and by the
Ulrich Voting Trust (see Note (13), below)); (v) 621,496 shares held
under a Stockholder's Agreement with William Gravitter (a director of
the Company) and his transferees over which Mrs. Ulrich may be deemed
to have shared investment power (see Note (7), above); and (vi)
116,326 shares held in the Agatha T. Ulrich IRA over which she has
sole voting and investment power.
(12) Includes (i) 3,000,000 shares held by the Ulrich Voting Trust over
which Mr. Ulrich has shared voting and dispositive power by virtue of
his position as Trustee of such Trust (see Note (13), below);
(ii) 147,138 shares registered in the name of Mr. Ulrich; (iii) 6,532
shares registered in the name of Mr. Ulrich and his wife as joint
tenants as to which Mr. Ulrich has shared voting and investment power;
and (iv) 61,825 shares registered in the name of Mr. Ulrich's minor
children. Certain of these shares are also shown as beneficially owned
by Agatha T. Ulrich (see Note (11), above). Excludes 20,891 shares
registered in the name of Mr. Ulrich's wife.
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(13) Includes 16,650 shares registered in Mr. Werry's name; and (ii) 81,156
shares registered in the name of Mr. Werry and his wife as joint
tenants, as to which Mr. Werry has shared voting and investment power.
Excludes 7,284 shares registered in the name of Mr. Werry's spouse.
(14) Includes 25,726 shares registered in the name of the Scott A. Wilson
and Susan J. Wilson Living Trust, as to which Mr. Wilson has shared
voting and investment power; and 10,223 shares held in a self-directed
IRA for the benefit for Mr. Wilson. Excludes 4,220 shares held in Mrs.
Wilson's self-directed IRA.
(15) Certain of the shares are shown in the above table as being
beneficially owned by more than one of the persons named therein; to
avoid-double counting, these shares are included only once in the
total.
(16) Based on Schedule 13D filed December 3, 2007. The three trustees of
the Ulrich Voting Trust are David A. Ulrich, Jr. (a director of the
Company), Kathleen McGarry (who is the spouse of Brian T. McGarry, a
director of the Company) and Thomas Ulrich. The three Trustees, acting
by majority action, have the authority to vote such shares in their
discretion. The Voting Trust Agreement provides that the voting trust
certificates representing the shares shall be issued in four equal
amounts as a gift for the benefit of Mrs. Agatha T. Ulrich's children:
David A. Ulrich, Jr., Kathleen McGarry, Thomas Ulrich and the Marilyn
Ulrich-Graves Trust, a trust established for the benefit of Marilyn T.
Ulrich-Graves. These shares are also shown as beneficially owned by
Agatha T. Ulrich (see Note (11), above). The address of the Ulrich
Voting Trust is P.O. Box 180437, Delafield, Wisconsin 53018.
The Corporation knows of no contractual arrangements, including the pledge
of its securities, which might result in a change of control of the Corporation.
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ELECTION OF DIRECTORS
The Board of Directors proposes that the thirteen (13) nominees named below
be elected to serve as directors for the ensuing year and until their successors
are elected and qualified. All thirteen (13) directors will serve one-year
terms. Proxies received by the Board of Directors will be voted FOR the election
of the following thirteen (13) persons, unless otherwise indicated, but, if any
such nominee is unable to serve due to presently unforeseen circumstances,
proxies may be voted for another person nominated by the Board of Directors.
All of the persons nominated as directors are currently directors of the
Corporation. All of the nominees have consented to serve if elected and the
Board of Directors is not aware of any nominee who may be unable to serve as a
director. The directors and officers of the Corporation beneficially own a
majority of the Corporation's outstanding Common Stock. Accordingly, assuming
that all directors and executive officers vote for the nominees listed below,
election of such nominees is assured.
Director Principal Occupation During the
Name Since Age Past 5 Years and Other Directorships
Frank J. Bauer 1990 81 President of Frank Bauer Construction
Company, Inc. Director of Tri City
National Bank.
William N. Beres 2002 50 Chief Financial Officer of Wisvest
LLC, a wholly owned subsidiary of
Wisconsin Energy Corporation since
January 1999. Vice President of
Minergy LLC,a wholly owned subsidiary
of Wisconsin Energy Corporation since
May 2003. General Manager of Witech
Corporation,a wholly owned subsidiary
of Wisconsin Energy Corporation since
November, 2007. Member of the board
of directors for Centerpoint Wispark
Land Company LLC since December 2004.
Director of Tri City National Bank.
Sanford Fedderly 1980 73 Retired Registered Pharmacist.
Retired President of Tri City
Pharmacy, Inc., Oak Creek, Wisconsin.
Director of Tri City National Bank.
Scott D. Gerardin 2002 49 Senior Vice President,General Counsel
and Assistant Secretary of the
Corporation since January 2005.
Senior Vice President of Tri City
National Bank since 2002, General
Counsel of Tri City National Bank
since 1992 and Director of Tri City
National Bank.
William Gravitter 1980 79 President of Hy-View Mobile Home Park
Director of Tri City National Bank.
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Christ Krantz 1980 83 President of Krantz Realty, Inc.
Vice President and Secretary of KRK,
Inc. Member of Krantz Partnership,
LLC (formally Veterans Linen Supply
Company). Director of Tri City
National Bank.
Brian T. McGarry 2005 57 Retired Vice President of Tri City
National Bank. Director of NDC LLC.
Director of Tri City National Bank.
Robert W. Orth 1996 61 Executive Vice President of the
Corporation and President of Tri City
National Bank since April 2008.
Prior to that, Senior Vice President
of the Corporation(from 1996 to 2008)
and Executive Vice President of Tri
City National Bank(from 1996 to 2008)
Director of Tri City National Bank.
Ronald K. Puetz 1988 59 Chairman of the Board, President and
Chief Executive Officer of the
Corporation since April 9, 2008,
Executive Vice President of the
Corporation from 2000 through
April 8, 2008 and Senior Vice
President of the Corporation from
1990 to 2000. Chairman of the Board
and Chief Executive Officer of Tri
City National Bank since April 2008.
Prior to that, President of Tri City
National Bank (from 2000 to 2008).
Vice President and Treasurer of NDC,
LLC. Director of Tri City National
Bank.
Agatha T. Ulrich 1999 79 Chairman and Director of NDC, LLC.
Director of Tri City National Bank.
David A. Ulrich, Jr. 1997 47 Retired Vice President and Director
of Mega Marts, Inc. Retired Vice
President of NDC, Inc. Director of
NDC LLC. Director of Tri City
National Bank.
William J. Werry 1980 81 Retired Unit President of Tri City
National Bank. Director of Tri City
National Bank.
Scott A. Wilson 1990 61 Executive Vice President, Chief
Financial Officer, Secretary and
Treasurer of the Corporation since
April 2008. Senior Vice President
and Secretary of the Corporation from
1990 to 2008. Various positions with
Tri City National Bank (including
Executive Vice President, Secretary,
Director and Treasurer) since 1990.
There is a family relationship between several of the nominees for
directorship. Mr. Ulrich is Mrs. Ulrich's son, Mr. Bauer is Mrs. Ulrich's
brother and Mr. McGarry is Mrs. Ulrich's son-in-law.
Messrs. Gerardin, Orth, Puetz and Wilson are the only executive officers of
the Corporation. Each of their ages, positions and offices with the Corporation
and period during which he has served as such are as set forth in the above
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table. All executive officers are elected annually by the Board of Directors and
serve until their successors are elected and qualified.
DIRECTORS' FEES AND BENEFITS
Non-employee directors of the Corporation receive $300 for each general Board
meeting of the Corporation attended, $1,500 for each general Board meeting of
Tri City National Bank attended, plus a $14,000 annual retainer. In addition,
Messrs. Gravitter, Fedderly, Krantz and McGarry receive annual compensation of
$17,900, $12,150 $5,600, and $5,600, respectively for their service on the
Executive Committee. Non-employee members of the loan committee receive
compensation of $500 per meeting attended, except for the Chairman, who receives
$750 per meeting attended. Non-employee members of the audit committee receive
compensation of $250 per meeting attended, except the Chairman, who receives
annual compensation of $10,000. Non-employee members of the CRA/compliance
committee receive compensation of $250 per meeting attended. None of the
directors receive any stock options or other equity compensation for their
service as a director or on any particular committee.
None of the Corporation's inside directors (directors who are also officers of
the Corporation) received any compensation for their service on the
Corporation's Board. The following table sets forth information regarding the
fees paid to the Corporation's outside directors during 2007.
Fees Earned
or Paid in Cash
Name ($)
Frank J. Bauer $21,500
William N. Beres 34,550
Sanford Fedderly 38,450
William Gravitter 42,900
Christ Krantz 27,550
Brian T. McGarry 24,550
Agatha T. Ulrich 23,300
David A. Ulrich, Jr. 22,500
William J. Werry 26,300
All of the directors except Messrs. Gerardin, Orth, Puetz, Wilson and Werry are
independent in accordance with the definition of independence in Rule
4200(a)(15) of the NASD listing standards. The Corporation's Board of Directors
has standing Audit and Executive Committees. The Executive Committee is composed
of Messrs. Fedderly, Gravitter, Krantz, McGarry and Puetz. The Executive
Committee's purpose is to exercise the powers of the full Board between regular
meetings of the Board. During 2007, the Executive Committee held no meetings.
The Corporation has an Audit Committee composed of independent directors.
Information regarding the functions performed by the Audit Committee, its
membership, and the number of meetings held during the fiscal year, is set forth
in the "Report of the Audit Committee," included in this proxy statement.
The Board of Directors has not appointed a nominating committee. The review of
recommendations for, and the selection of, nominees to Board membership is
handled by the Board serving as a committee of the whole. Due to the infrequent
turnover in the Board, the Board has determined that it is not necessary or
appropriate at this time to establish a separate nominating committee. No
nominating committee charter has been adopted by the Board of Directors serving
in their capacity as a committee of the whole.
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The Board of Directors does not have a formal process for considering nominees
whose names are submitted to it by shareholders because it believes that the
informal consideration process has been adequate given the historical absence of
shareholder proposals. If shareholders were to recommend nominees for directors,
the full Board of Directors would consider such persons. Shareholders are
entitled to nominate persons from the floor at the annual meeting, but it is
intended that the proxies solicited with the proxy statement will be voted for
the slate of the thirteen persons listed in the table above as nominees to the
Board of Directors.
The Board of Directors has generally identified nominees based upon suggestions
by non-management directors, management members and/or shareholders. The Board
of Directors considers factors important for potential members of the Board,
including the individual's integrity, general business background and
experience, experience with the banking industry, and the ability to serve on
the Board of Directors. The Board of Directors does not evaluate proposed
nominees differently based upon who made the proposal.
The Board of Directors does not have a compensation committee, because
compensation of the executive officers of the Corporation is reviewed by the
Board serving as a committee of the whole. The Corporation believes that each of
the Board members should have input into the compensation of the Corporation's
executive officers and, because its compensation system is not complex, it is
not necessary to seek the recommendations of a separate compensation committee.
The Board does not operate under any formal written charter in its capacity as a
committee of the whole. The duties of the Board in its capacity as the
Corporation's compensation committee include the review and approval of the
salaries and other compensation of the Corporation's executive officers, which
are recommended to the Board by the Corporation's President. The Board did not
retain the services of any compensation consultants in carrying out its duties
during 2007.
The Board of Directors held six meetings during 2007. All incumbent directors
attended 75% or more of the meetings of the Board (except Mr. Krantz who
attended 67% of the meetings of the Board) and the committees on which they
served during 2007. Directors are encouraged to attend the annual meeting of
shareholders, but the Corporation has not adopted a formal policy requiring
attendance at the annual meeting. All of the incumbent directors attended the
2007 annual meeting of shareholders.
The Board of Directors currently does not have a formal process for shareholders
to send communications to the Board because it believes that informal
communications are sufficient to communicate questions, comments and
observations that could be useful to the Board. However, shareholders wishing to
communicate with the Board of Directors may send communications directly to
Ronald K. Puetz, Chairman of the Board, c/o Tri City Bankshares Corporation,
6400 South 27th Street, Oak Creek, Wisconsin 53154.
REPORT OF THE AUDIT COMMITTEE
The Audit Committee oversees the Corporation's financial reporting process on
behalf of the Board of Directors. The Audit Committee is governed by a written
charter approved by the Board of Directors. A copy of this charter is included
in Appendix A of the Proxy Statement for the 2006 Annual Meeting of
Shareholders. The current members of the Audit Committee, all of whom are
non-employee directors, are Messrs. Beres (Chair), Fedderly and Krantz. All of
the members of the Audit Committee are independent in accordance with the
definition of independence in Rule 4200(a)(15) of the NASD listing standards.
The Board of Directors has determined that it currently has one audit committee
financial expert, Mr. Beres, serving on its Audit Committee.
Management has the primary responsibility for the financial statements and the
reporting process including the systems of internal controls. In fulfilling its
oversight responsibilities, the Audit Committee reviewed the audited financial
statements in the Annual Report with management including the discussion of the
quality, not just the acceptability, of the accounting principles, the
reasonableness of significant judgments, and the clarity of disclosures in the
financial statements.
The Audit Committee reviewed with the independent auditors, who are responsible
for expressing an opinion on the conformity of those audited financial
statements with generally accepted accounting principles, their judgments as to
the quality, not just the acceptability, of the Corporation's accounting
principles and such other matters as are required to be discussed with the Audit
Committee under generally accepted auditing standards. In addition, the Audit
Committee has discussed with the independent auditors the matters required to be
discussed by Statement on Accounting Standards No. 61 and the auditors'
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independence from management and the Corporation. The Audit Committee has
received the written disclosures and the letter from Virchow, Krause & Company,
LLP ("Virchow Krause") required by the Independence Standards Board Standard No.
1 and has discussed with Virchow Krause the firm's independence.
The Audit Committee discussed with the Corporation's internal and independent
auditors the overall scopes and plans for their respective audits. The Audit
Committee meets with the internal and independent auditors, with and without
management present, to discuss the results of their examinations, their
evaluations of the Corporation's internal controls, and the overall quality of
the Corporation's financial reporting. The Audit Committee held five meetings
during fiscal 2007.
In reliance on the reviews and discussions referred to above, the Audit
Committee recommended to the Board of Directors (and the Board has approved)
that the audited financial statements be included in the Annual Report on Form
10-K for the year ended 2007 for filing with the Securities and Exchange
Commission. The Audit Committee and the Board have also recommended the
selection of the Corporation's independent auditors for the year ending December
31, 2008.
William N. Beres, Audit Committee Chair
Sanford Fedderly, Audit Committee Member
Christ Krantz, Audit Committee Member
March 25, 2008
9
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table shows cash and non-cash compensation for the years ended
December 31, 2007 and 2006, for Henry Karbiner, Jr., who served as the
Corporation's "principal executive officer" for all of 2007, and for the
Corporation's three most highly compensated executive officers for 2007.
Annual
Base Cash All Other
Name Salary Bonus Compensation Total
and Principal Position(1) Year ($) ($) ($)(2) ($)
---- ------- -------- ----------- -------
Henry Karbiner, Jr., 2007 $476,612 $ 33,256 $ 11,250 $521,118
President and Chief Executive 2006 $475,090 $ 23,755 $ 11,000 $509,845
Officer and Treasurer
Ronald K. Puetz, 2007 308,915 21,553 11,250 341,718
Executive Vice President 2006 294,000 14,700 11,000 319,700
Robert W. Orth, 2007 256,800 17,976 11,250 286,026
Senior Vice President 2006 245,100 12,255 11,000 268,355
Scott A. Wilson, 2007 249,615 17,402 11,250 278,267
Senior Vice President and 2006 237,300 11,865 11,000 260,165
Secretary
(1) Positions with the Corporation at December 31, 2007 and for the years
indicated.
(2) All other compensation represents the Corporation's matching
contribution to the employee's 401(k) plan.
PLAN-BASED AWARD GRANTS IN LAST FISCAL YEAR
The Corporation does not maintain a stock option or any other equity-based
incentive program, and therefore did not award any stock options to its
executive officers as part of its overall compensation program in 2007.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
The Corporation does not maintain a stock option or any other equity-based
incentive program, and therefore there were no shares of the Corporation's
common stock subject to outstanding equity awards that were unexercised or that
had not yet vested at December 31, 2007.
2007 OPTION EXERCISES AND STOCK VESTED
The Corporation does not maintain a stock option or any other equity-based
incentive program, and therefore there were no stock option awards exercised by
any executive officer of the Corporation in 2007, nor were there any shares
acquired upon the vesting of any restricted stock awards.
PENSION BENEFITS
The Corporation does not maintain any pension benefit plans for its officers or
directors that would otherwise be disclosable in these proxy materials.
10
2007 NONQUALIFIED DEFERRED COMPENSATION
The Corporation did not maintain any nonqualified deferred compensation plan for
the benefit of any of its executive officers as of December 31, 2007.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
None of the executive officers of the Corporation has any arrangement that
provides for severance payments. Additionally, none of the executive officers of
the Corporation is entitled to payment of any benefits upon a change-in-control
of the Corporation.
AGREEMENTS WITH EXECUTIVE OFFICERS
The Corporation does not have any employment agreements with any of its
executive officers.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The following members of the Board of Directors, which serves as the
Corporation's Compensation Committee are officers of the Corporation and its
banking subsidiary:
Ronald K. Puetz Robert W. Orth
Scott A. Wilson Scott D. Gerardin
LOANS AND OTHER TRANSACTIONS WITH MANAGEMENT
The Corporation has never made any loans to any of its officers or directors.
However, in the ordinary course of business, the Corporation's banking
subsidiary made loans during 2007 to officers and directors of the Corporation,
and to business firms in which officers and directors of the Corporation are
officers, partners or in which they have a substantial interest. The loans made
by the Corporation's banking subsidiary were made to the Corporation's officers
and directors and certain of the companies with which they are associated in the
ordinary course of business on substantially the same terms, including interest
rates and collateral, as those prevailing at the time for comparable loans to
unaffiliated persons or firms, and do not involve more than a normal risk of
collectibility or present other unfavorable features.
Mrs. Agatha T. Ulrich, director of the Corporation, is a principal member in a
LLC that owns buildings occupied by the Corporation's central office in Oak
Creek, and a Tri City National Bank branch office located in Milwaukee. The
central office building lease has a term through 2011 and the branch office has
a lease with a term through 2010. The annual rent for 2007 paid in connection
with both of the aforementioned leases was $265,448. Rent is subject to
adjustment as a result of increases in the consumer price index. Pursuant to the
central office lease only, the Corporation is also obligated to pay its
proportionate share of property taxes, insurance and maintenance costs
associated with the building.
In addition, in 2007, Mr. William J. Werry received $16,800 for consulting
services performed for the Corporation. His current annual compensation is
$16,800.
It is the Corporation's policy that disinterested members of the Board of
Directors must approve, in advance, all transactions with related parties. In
accordance with applicable banking regulations, including Regulation O
promulgated by the Federal Reserve Board, the Board of Directors reviews any
loan made to a director or executive officer in an amount that, when aggregated
with the amount of all other loans to such person and his or her related
interests, exceeds the greater of $25,000 or 5% of the Corporation's capital and
surplus (up to a maximum of $500,000) and such loan must be approved in advance
by a majority of the disinterested members of the Board of Directors.
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OTHER BUSINESS
The Board of Directors knows of no other business, which may come before the
annual meeting. In the event that any other business not known or determined at
this time does properly come before the meeting, it is intended that the persons
named in the proxy shall vote in accordance with their best judgment.
VOTING OF PROXIES
The presence in person or by proxy, of the holders of a majority of the shares
of the Common Stock outstanding on the record date is required for a quorum with
respect to the matters on which action is to be taken at the annual meeting.
Abstentions and broker non-votes (i.e., proxies from brokers or nominees
indicating that such persons have not received instructions from the beneficial
owner to vote shares as to a matter with respect to which the brokers or
nominees do not have discretionary power to vote) will be treated as present for
purposes of determining a quorum.
Proxies received by the Board of Directors will be voted in accordance with the
specifications indicated by the shareholder and unless authority to vote upon
the election of the directors, or as to individual nominees, is withheld, the
proxies will be voted FOR all of the nominees listed in the proxy statement.
Directors are elected by a plurality of the votes cast by holders of the
Corporation's Common Stock entitled to vote at a meeting at which a quorum is
present. In other words, the thirteen directors who receive the largest number
of votes will be elected as directors. Any shares not voted, whether by withheld
authority, broker non-vote or otherwise, will have no effect in the election of
directors except to the extent that the failure to vote for an individual
results in another individual receiving a larger number of votes. Any votes
attempted to be cast "against" a candidate are not given legal effect and are
not counted as votes cast in an election of directors.
INDEPENDENT AUDITORS
The Corporation engaged Virchow Krause to audit the Corporation's financial
statements for the year ended December 31, 2007. During the year ended December
31, 2007, the Corporation did not consult with Virchow Krause regarding any of
the matters or events set forth in Item 304(a)(2)(i) or (ii) of Regulation S-K.
The Audit Committee has selected Virchow Krause as independent auditors for the
2008 year-end audit.
AUDIT FEES. The aggregate fees billed for audit services rendered by Virchow
Krause in 2007 and 2006 totaled $92,700 and $80,175 respectively. Services in
this category for 2007 and 2006 consisted of:
o Audits of the annual consolidated financial statements;
o Reviews of the financial statements included in the Corporation's
Quarterly Reports on Form 10-Q;
o Examination of management's assertion regarding internal control over
financial reporting; and
o Services associated with registration statements, periodic reports and
other documents filed with the Securities and Exchange Commission.
AUDIT-RELATED FEES. The aggregate fees billed in 2007 and 2006 for assurance and
related services provided by Virchow Krause that are reasonably related to the
performance of the audit or review of the Corporation's financial statements
totaled $16,075 and $12,875 respectively. Services in this category in 2007 and
2006 consisted primarily of:
o Financial statement audits of employee benefit plan; and
o Agreed-upon procedures reports related to an educational loan program
TAX FEES. The aggregate fees billed in 2007 and 2006 for professional services
rendered by Virchow Krause, for tax compliance, tax advice and tax planning,
totaled $13,000 and $9,690 respectively. Services in this category in 2007 and
2006 consisted primarily of:
o Tax planning and other non-compliance consultation, including tax
audit assistance; and
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o Tax compliance, including federal and state tax return preparation.
ALL OTHER FEES. There were no fees billed in 2007 and 2006 for other
professional services provided by Virchow Krause.
The Audit Committee has considered whether the provision of other non-audit
services is compatible with the independent auditors' independence and satisfied
itself as to the auditors' independence.
Representatives of the firm of Virchow, Krause & Company, LLP are expected to be
present at the annual meeting and will have an opportunity to make a statement
if they so desire and will be available to respond to appropriate questions.
The Audit Committee pre-approves all audit and allowable non-audit services
provided by the independent auditors. These services may include audit services,
audit-related services, tax services and other services.
SHAREHOLDERS PROPOSALS
Proposals by shareholders sought to be included in the Corporation's proxy
statement for its 2009 Annual Meeting of Shareholders must be received by the
Corporation no later than January 7, 2009. The Corporation's By-Laws currently
do not restrict shareholders from making proposals or director nominations at
the annual meeting.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Corporation's
executive officers, directors and 10% shareholders to file reports with the
Securities and Exchange Commission disclosing their ownership, and changes in
their ownership of stock in the Corporation. Copies of these reports must also
be furnished to the Corporation. Based solely on a review of these copies, the
Corporation believes that during 2007, its officers, directors and 10%
shareholders complied with all filing requirements under Section 16(a) of the
Securities Exchange Act of 1934.
FORM 10-K
A COPY OF THE CORPORATION'S FORM 10-K WHICH AS FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION FOR THE YEAR ENDED DECEMBER 31, 2007 MAY BE OBTAINED WITHOUT
CHARGE BY ANY PERSON WHO WAS A BENEFICIAL OWNER OF THE CORPORATION'S SHARES AS
OF THE APRIL 24, 2008 RECORD DATE BY WRITTEN REQUEST TO SCOTT A. WILSON,
SECRETARY OF THE CORPORATION, 6400 SOUTH 27TH STREET, OAK CREEK,
WISCONSIN 53154, (414) 761-1610.
By Order of the Board of Directors
/s/Scott A. Wilson
Scott A. Wilson, Secretary
Oak Creek, Wisconsin
May 7, 2008
IT IS IMPORTANT THAT THE PROXIES BE RETURNED PROMPTLY. THEREFORE, PLEASE
COMPLETE, SIGN AND RETURN THE PROXY AS SOON AS POSSIBLE WHETHER OR NOT YOU
EXPECT TO ATTEND THE ANNUAL MEETING IN PERSON.
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PROXY Tri City Bankshares Corporation PROXY
Annual Meeting - June 11, 2008
This proxy is solicited on behalf of the Board of Directors
The undersigned hereby appoints William Gravitter and Ronald K. Puetz and
each of them, with full power to act without the other and with full power in
each to appoint his substitute or substitutes, as the undersigned's proxy to
vote all of the shares which the undersigned may be entitled to vote at the
Annual Meeting of the Shareholders of Tri City Bankshares Corporation, a
Wisconsin corporation, to be held at Tri City National Bank, 6400 South 27th
Street, Oak Creek, Wisconsin 53154, on Wednesday, June 11, 2008 at 9:30 a.m.,
and at any adjournment or adjournments of said meeting, on the following
matters:
1. Election of Directors :
FOR all nominees listed below |_| WITHHOLD AUTHORITY |_|
(or their substitutes if any nominees To vote for all nominees listed
shall be unable to stand for election) below
FRANK J. BAUER, WILLIAM N. BERES, SANFORD FEDDERLY, SCOTT D. GERARDIN, WILLIAM
GRAVITTER, CHRIST KRANTZ, BRIAN T. McGARRY, ROBERT W. ORTH, RONALD K. PUETZ,
AGATHA T. ULRICH, DAVID A. ULRICH, JR., WILLIAM J. WERRY, SCOTT A. WILSON
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below.)
(Over)
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The Board of Directors recommends a vote FOR each of the nominees.
2. In their discretion on such other business as may properly come before the
meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER; IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR THE ELECTION OF THE NOMINEES.
Date , 2008
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Please sign exactly as name
appears hereon. For joint
accounts, all owners should sign
Executors, Administrators,
Trustees, etc., should so
indicate when signing.