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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
Filed by the Registrant |X|
Filed by a Party Other than the Registrant |_|
Check the appropriate box:
|_| Preliminary Proxy Statement |_| CONFIDENTIAL, FOR THE USE OF THE
COMMISSION ONLY (AS PERMITTED BY
|X| Definitive Proxy Statement RULE 14a-6(e)(2))
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to
Section 240.14a-12
OAK HILL FINANCIAL, INC.
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(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
|_| 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 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
|_| Fee paid previously with preliminary materials.
|_| 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.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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OAK HILL
[LOGO] FINANCIAL, INC.
14621 S.R. 93
JACKSON, OH 45640
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
March 18, 2005
To the Shareholders of Oak Hill Financial, Inc.:
You are cordially invited to attend the Annual Meeting of Shareholders of
Oak Hill Financial, Inc. (the "Corporation") to be held at the Ohio State
University Extension South District Office, 17 Standpipe Road, Jackson, Ohio
45640, on April 12, 2005 at 1:00 p.m., local time, for the following purposes of
considering and acting upon the following:
(1) To elect the following four directors for terms expiring in 2007
(Class I), as successors to the class of directors whose terms
expire in 2006: R. E. Coffman, Jr., John D. Kidd, D. Bruce Knox, and
Neil S. Strawser.
(2) To ratify the appointment of Grant Thornton LLP to serve as
independent registered public accounting firm for the Corporation
for the year 2005.
(3) To consider and act upon such matters as may properly come before
the Annual Meeting or any adjournment thereof.
Holders of record of the Corporation at the close of business on February
25, 2005 are entitled to notice of and to vote at the Annual Meeting and at any
adjournment thereof. Each shareholder is entitled to one vote for each common
share held regarding each matter properly brought before the meeting. On
February 25, 2005, there were 5,566,304 common shares outstanding.
By Order of the Board of Directors,
/s/ Ron J. Copher
Ron J. Copher
Secretary
EVERY SHAREHOLDER'S VOTE IS IMPORTANT. IF YOU ARE UNABLE TO BE PRESENT AT THE
ANNUAL MEETING, YOU ARE REQUESTED TO COMPLETE AND RETURN PROMPTLY THE ENCLOSED
PROXY SO THAT YOUR SHARES WILL BE REPRESENTED. A STAMPED, ADDRESSED ENVELOPE IS
ENCLOSED FOR YOUR CONVENIENCE.
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OAK HILL FINANCIAL, INC.
14621 S.R. 93
Jackson, OH 45640
PROXY STATEMENT
On behalf of the Board of Directors of Oak Hill Financial, Inc. (the
"Corporation"), a proxy is solicited from you to be used at the Corporation's
Annual Meeting of Shareholders ("Annual Meeting") to be held April 12, 2005 at
1:00 p.m., local time, and any adjournment thereof, at the Ohio State University
Extension South District Office, 17 Standpipe Road, Jackson, Ohio 45640. This
Proxy Statement is being mailed on or about March 18, 2005.
Proxies in the form enclosed herewith are being solicited on behalf of the
Corporation's Board of Directors. Proxies which are properly executed and
returned will be voted at the Annual Meeting as directed; proxies properly
executed and returned which indicate no direction will be voted FOR the nominees
for director named herein, FOR the ratification of the appointment of the firm
of Grant Thornton LLP to serve as independent registered public accounting firm
for the Corporation for the year 2005, and, at the discretion of the persons
acting under the proxy, to transact such other business as may properly come
before the meeting or any adjournment thereof. Proxies indicating an abstention
from voting on any matter will be tabulated as a vote withheld on such matter
and will be included in computing the number of shares present for purposes of
determining the presence of a quorum for the Annual Meeting. If a broker
indicates on the form of proxy that it does not have discretionary authority as
to certain common shares to vote on a particular matter, those common shares
will be considered as present but not entitled to vote with respect to that
matter. Any shareholder giving the enclosed proxy has the power to revoke the
same prior to its exercise by filing with the Secretary of the Corporation a
written revocation or duly executed proxy bearing a later date, or by giving
notice of revocation in open meeting.
VOTING SECURITIES
As of February 25, 2005, the record date fixed for the determination of
shareholders entitled to vote at the Annual Meeting, there were 5,566,304 shares
of the Corporation's common stock outstanding. Each such share is entitled to
one vote on each matter properly coming before the Annual Meeting.
OWNERSHIP OF COMMON STOCK BY PRINCIPAL SHAREHOLDERS
As of February 11, 2005, persons known by the Corporation to own
beneficially more than 5% of the outstanding common shares of the Corporation
are set forth below.
Number of Shares of
Common Stock Percentage
Name(1) Beneficially Owned(2) of Class(3)
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Evan E. Davis 598,987(4) 10.74%
D. Bruce Knox 339,744(4)(5) 6.06%
John D. Kidd 291,705(4)(5) 5.22%
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(1) The address of Evan E. Davis, D. Bruce Knox, and John D. Kidd is c/o Oak
Hill Financial, Inc., 14621 S.R. 93, Jackson, OH 45640.
(2) Beneficial ownership is determined in accordance with the Rules of the
Securities and Exchange Commission ("SEC") which generally attributes
beneficial ownership of securities to persons who possess sole or shared
voting power and/or investment power with respect to those securities.
(3) "Percentage of class" is calculated by dividing the number of shares
beneficially owned by the number of outstanding shares of the Corporation
on February 11, 2005 plus the number of shares the person has the right to
acquire within 60 days of February 11, 2005.
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(4) Includes 16,375 shares which could be acquired by Mr. Davis, 42,558 shares
which could be acquired by Mr. Knox 24,975 shares which could be acquired
by Mr. Kidd, and under stock options exercisable within 60 days of
February 11, 2005. Includes 242,262 shares held by a Trust as to which Mr.
Knox is a Trustee and a partial beneficiary.
(5) Includes shares acquired pursuant to the Oak Hill Financial, Inc. 401(k) &
Profit Sharing Plan for which investment power is exercised.
OWNERSHIP OF COMMON STOCK BY MANAGEMENT
As of February 11, 2005, the directors of the Corporation, the executive
officers of the Corporation named in the Summary Compensation Table, and all
executive officers and directors of the Corporation as a group beneficially
owned common shares of the Corporation as set forth below.
Amount and Nature of
Beneficial Ownership Percentage
Name and Title of Common Stock(1) of Class(2)
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Evan E. Davis, Director 598,987(3) 10.74%
John D. Kidd, Chairman and Director 291,705(3)(5) 5.22%
R. E. Coffman, Jr., President, Chief
Executive Officer and Director 175,674(3)(5)(6) 3.14%
Ron J. Copher, Chief Financial Officer
Treasurer and Secretary 39,664(3)(5) *
Scott J. Hinsch, Jr., Vice President 10,889(3)(5) *
D. Bruce Knox, Chief Information Officer
and Director 339,744(3)(4)(5) 6.06%
David G. Ratz, Chief Administrative Officer 35,843(3)(5) *
Candice R. DeClark-Peace, Director 3,500(3) *
Barry M. Dorsey, Ed.D., Director 26,600(3) *
Donald R. Seigneur, Director 24,250(3) *
William S. Siders, Director 76,163(3) 1.37%
H. Grant Stephenson, Director 23,050(3) *
Neil S. Strawser, Director 69,448(3) 1.25%
Donald P. Wood, Director 2,900(3) *
All directors and executive officers
as a group (14 persons) 1,718,417(7) 29.64%
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(1) For purposes of the above table, a person is considered to "beneficially
own" any shares with respect to which he exercises sole or shared voting
or investment power or as to which he has the right to acquire the
beneficial ownership within 60 days of February 11, 2005, Unless otherwise
indicated, voting power and investment power are exercised solely by the
person named above or shared with members of his household.
(2) "Percentage of class" is calculated by dividing the number of shares
beneficially owned by the number of outstanding shares of the Corporation
on February 11, 2005 plus the number of shares the person has the right to
acquire within 60 days of February 11, 2005.
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(3) Includes 16,375 shares which could be acquired by Mr. Davis, 24,975 which
could be acquired by Mr. Kidd, 27,375 which could be acquired by Mr.
Coffman, 25,750 shares which could be acquired by Mr. Copher, 6,600 shares
which could be acquired by Mr. Hinsch, 42,558 shares which could be
acquired by Mr. Knox, 30,250 shares which could be acquired by Mr. Ratz,
1,000 shares which could be acquired by Ms. DeClark-Peace and Messrs.
Strawser and Wood, 18,000 shares which could be acquired by Mr. Dorsey,
16,750 shares which could be acquired by Mr. Seigneur, 3,000 shares which
could be acquired by Mr. Siders, and 19,250 shares which could be acquired
by Mr. Stephenson under stock options exercisable within 60 days of
February 11, 2005.
(4) Also includes 242,262 shares held by a Trust as to which Mr. Knox is a
Trustee and partial beneficiary.
(5) Includes shares acquired pursuant to the Oak Hill Financial, Inc. 401(k) &
Profit Sharing Plan for which investment power is exercised.
(6) Includes shares held in Trust for the Oak Hill Financial, Inc. 401(k) &
Profit Sharing Plan for which Mr. Coffman, as an Administrator, exercises
shared voting power.
(7) Includes 233,883 shares which may be purchased under stock options
exercisable within 60 days of February 11, 2005.
ELECTION OF DIRECTORS
The Corporation's Board of Directors (the "Board") has nominated four
persons for a two-year term (Class I). The terms of the remaining directors in
Class II will continue as indicated below. The accompanying proxy will be voted
for the election of those four persons named under Class I in the following
table unless otherwise directed. In the event that any of the nominees for
director shall become unavailable (which management does not expect), the
proxies may be voted for a substitute nominee at the discretion of those named
as proxies. The election of each nominee requires the favorable vote of a
plurality of all votes cast by the holders of the Corporation's common stock.
Mr. Evan E. Davis, a current Class I director, is retiring from the Board when
his current term as a director concludes at the end of the Annual Meeting
because he no longer qualifies to serve as a director under the Corporation's
retirement age policy which prohibits further service as a director after age
70. The Board of Directors has appointed Mr. Davis a director emeritus of the
Corporation and of its subsidiary, Oak Hill Banks, as discussed in the Report of
the Governance and Compensation Committee of the Board of Directors Regarding
Compensation beginning on page 12 herein.
Director candidates are recommended by the Corporation's Governance and
Compensation Committee (the "Committee) to the Board for nomination for election
to the Board. The Committee's Charter directs the Committee to investigate and
assess potential candidates and to maintain an active file of suitable
candidates for directors. The Committee has initiated this process. The
Committee is empowered by the Charter to engage a third party search firm to
assist, but the Committee believes that the existing directors and executive
management of the Corporation have significant business contacts from which
qualified candidates will be identified. The Committee did not hire any director
search firm in 2005 and, accordingly, paid no fees to any such a firm. Upon
identifying a candidate for serious consideration, one or more members of the
Committee would initially interview such candidate. If a candidate merited
further consideration, the candidate would subsequently interview with all other
Committee members (individually or as a group), and would interview with the
Corporation's Chief Executive Officer and other executive officers. The
Committee would seek input from all persons who interviewed the candidate and
then determine whether or not to nominate the candidate.
The Committee's Guidelines for Directors set forth the following
guidelines for directors: exercise independent, practical and mature business
judgment for the overall benefit of the Corporation and the Corporation's
shareholders; possess familiarity with the business issues affecting the success
of the Corporation and its affiliates; a willingness, in a manner consistent
with applicable legal requirements with the highest professional and ethical
standards, promote the Corporation and its subsidiaries; demonstrate high
ethical and moral standards; possess a reputation for integrity; possess
communication skills necessary to function as part of a team on behalf of the
Corporation and the Corporation's shareholders, both as a listener and as a
leader; have no conflicts of interest or the appearance of conflicts of
interest; possess a willingness to invest significant time and energy in
monitoring management's conduct of the business of the Corporation and its
affiliates and in monitoring management's compliance with the Corporation's
operating and administrative policies; have the ability to hold management
accountable for compliance with the legal and regulatory requirements applicable
to the Corporation and its affiliates, including the requirements applicable to
financial institutions; have a significant history of professional and
educational achievement; be a resident of the service area of the Corporation or
its affiliates; have experience reviewing financial statements; be of an age
such that, when first nominated the director will be able to serve two two-year
terms as a director before reaching the retirement age of 70 which the
Corporation requires for its directors; and have demonstrated a willingness to
attend at least eighty percent of regularly scheduled meetings of the
Corporation's Board and of the committees of the Board on which the director
serves.
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Shareholders may propose director nominees by submitting the names and
qualifications of such persons to the Committee in accordance with Article Two,
which prescribes the method for a shareholder to nominate a candidate for
election to the Board. Nominations, other than those made by or at the direction
of the Board, shall be made pursuant to timely notice in writing to the
Secretary of the Corporation, which submissions shall then be forwarded to the
Committee. To be timely, a shareholder's notice shall be delivered to or mailed
and received at the principal executive offices of the Corporation not less than
thirty days nor more than sixty days prior to the Annual Meeting; provided,
however, that in the event that less than forty days' notice or prior public
disclosure of the date of the Annual Meeting is given or made to shareholders,
notice by the shareholder to be timely must be received not later than the close
of business on the tenth day following the earlier of the day on which such
notice of the date of the Annual Meeting was mailed or such public disclosure
was made. Such notice shall set forth the following:
a. as to each person who is not an incumbent director whom the
shareholder proposes to nominate for election as a director,
(i) the name, age, business address and residence address of such
person;
(ii) the principal occupation or employment of such person;
(iii) the class and number of shares of the Corporation which are
beneficially owned by such person;
(iv) any other information relating to such person that is required
to be disclosed in solicitations for proxies for election of
directors pursuant to Regulation 14A under the Securities
Exchange Act of 1934, as amended, or successor provision; and
b. as to the shareholder giving the notice,
(i) the name and record address of such shareholder;
(ii) the class and number of shares of the Corporation which are
beneficially owned by such shareholder.
Such notice shall be accompanied by the written consent of each proposed
nominee to serve as a director of the Corporation, if elected. The Corporation
may require any proposed nominee to furnish other information to determine the
qualifications of such proposed nominee to serve as a director of the
Corporation. The Committee will evaluate the possible nominee using the criteria
outlined above and will consider such person in comparison to all other
candidates. The Committee is not obligated to nominate any such individual for
election. Nominations not made in accordance with the Corporation's Code of
Regulations, as determined by the presiding officer of the Annual Meeting, will
be disregarded. As of the date of this Proxy Statement, no persons have been so
nominated for election at this Annual Meeting.
Neither the Board nor the Committee has adopted a formal policy regarding
director attendance at the Annual Meeting. The Board normally holds its annual
organizational meeting directly following the Annual Meeting, which usually
results in all directors being able to attend the Annual Meeting. In 2004, all
current directors with the exception of Candice R. DeClark-Peace attended the
Annual Meeting.
The Board of Directors recommends that the shareholders vote FOR the
election of each nominee for Class I director.
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Position with Corporation and/or Principal Occupation
Name and Age or Employment for the Last Five Years Director Since
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CLASS I DIRECTORS
(Terms expire in 2007)
R. E. COFFMAN, JR., 53, Chief Executive Officer of the Corporation since January 2002
2004 and President of the Corporation since December 2002. Mr. Coffman has also
served as the Chief Executive Officer of Oak Hill Banks ("Oak Hill") since
January 2005. In addition, Mr. Coffman served as the Corporation's Chief
Administrative Officer from December 2002 through December 2003. He served as
Vice President of the Corporation from June 1999 through November 2002. He
served as President, Chief Executive Officer and Director of Towne Bank
("Towne") from October 1999 through November 2002. Mr. Coffman served as
Executive Vice President of Oak Hill from July 1998 to September 1999. From June
1997 to June 1998, he served as Senior Vice President of Oak Hill, and from
September 1996 to May 1997, he served as Area President for Oak Hill.
JOHN D. KIDD, 65, Chairman of the Corporation since December 2002 and Chairman 1981
of Oak Hill since January 2005. Mr. Kidd served as Chief Executive Officer from
1981 through December 2003. He served as President of the Corporation from June
1995 through November 2002 and Executive Vice President from 1981 to June 1995.
He served as President of Oak Hill from October 1991 to September 1997 and as
Chairman of Oak Hill from 1997 through November 2002. Mr. Kidd joined Oak Hill
in 1970 as Director, Chief Executive Officer and Executive Vice President. Mr.
Kidd served as Director of Towne from October 1999 through November 2002.
D. BRUCE KNOX, 44, has served as Executive Vice President of the Corporation 1997
since January 2005 and Chief Information Officer since January 2000. He has also
served as Chief Information Officer and Executive Vice President of Oak Hill
since January 2005. Prior, he served as Executive Vice President of Oak Hill
from July 1998 to December 1999. He also served as Senior Vice President of Oak
Hill from October 1997 to June 1998. He served as President and Director of
Unity Savings Bank ("Unity") from January 1996 until the merger into Oak Hill in
October 1997. He served as Executive Vice President of Unity and its successor,
Oak Hill, from January 1989 to December 1995. He also served as a Director of
Oak Hill from October 1997 to November 2001.
NEIL S. STRAWSER, 62, Co-founder and owner of Parrott & Strawser Properties, 2002
Inc., a land development and building firm in Cincinnati, Ohio, since 1980. Mr.
Strawser has served as Director of Strawser Funeral Home, Inc. since 1974. He
served as a Director of The Blue Ash Building and Loan ("Blue Ash") and its
successor, Towne, from 1976 through November 2002.
CLASS II DIRECTORS
(Terms expire in 2006)
CANDICE R. DeCLARK-PEACE, 52, Partner in the public accounting firm of Clark, 2002
Schaefer, Hackett & Company, Dayton, Ohio, since 1978. She served as a Director
of Towne from May 2002 through November 2002.
BARRY M. DORSEY, Ed.D., 62, President of the University of Rio Grande and Rio 1995
Grande Community College since July 1991. Mr. Dorsey served as Associate
Director from July 1980 to July 1990 and as Deputy Director from July 1990 to
June 1991 of the State Council for Higher Education for Virginia.
DONALD R. SEIGNEUR, 53, Partner in the public accounting firm of Whited, 1995
Seigneur, Sams & Rahe, CPAs, Chillicothe, Ohio, since 1979.
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Position with Corporation and/or Principal Occupation
Name and Age or Employment for the Last Five Years Director Since
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WILLIAM S. SIDERS, 57, Chairman and a Director of Shriners Hospital for 2001
Children, Cincinnati Burns Hospital in Cincinnati, Ohio. Mr. Siders has also
served as President of Siders Investments since 2000. He served a Director of
Towne from October 1999 through November 2002. He served as Chief Executive
Officer and a Director of Blue Ash from 1982 until its acquisition in October
1999. He served in several positions with Hunter Savings Association from 1970
through 1982.
H. GRANT STEPHENSON, 55, Partner in the law firm of Porter, Wright, Morris & 1995
Arthur LLP, Columbus, Ohio, since 1986.
DONALD P. WOOD, 60, Chairman and Chief Executive Officer of Don Wood, Inc., Don 2002
Wood Ford Lincoln, Mercury, Inc., Don Wood Automotive, LLC, and other related
automobile dealerships in Athens and Hocking counties, Ohio, since 1985. He has
also served in several positions with Banc One National Bank and Florida
National Bank from 1969 to 1985.
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MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD
During 2004, the Board of Directors held six regularly scheduled and one
special meeting. All of the incumbent directors and each nominee standing for
re-election attended more than 75% of the regularly scheduled and special
meetings and committee meetings for committees on which he or she served during
the last fiscal year. In addition, the Board of Directors also regularly holds
executive sessions of only those members of the Board of Directors who meet the
current independence standards. Those members are Ms. Candice R. DeClark-Peace
and Messrs. Barry M. Dorsey, Donald R. Seigneur, William S. Siders, H. Grant
Stephenson, Donald P. Wood and Neil S. Strawser.
Each non-employee director received $2,000 per meeting attended as a
director of the Corporation. Directors who are also employees received no
additional compensation for service on the Board of Directors.
The Board of Directors has the following standing committees: Governance
and Compensation Committee and Audit Committee.
The Governance and Compensation Committee (the "Committee") makes
recommendations to the Board of Directors of the Corporation (the "Board") with
respect to the compensation of the executive officers of the Corporation and
with respect to the awards of stock-based compensation, develops and recommends
to the Board a set of corporate principles applicable to the Corporation,
reviews and recommends to the Board the appropriate structure and composition of
the Board and of the Boards of each of the subsidiaries, and formulates,
administers and oversees the Board's Code of Ethics. The Committee has the
duties of a nominating committee to identify and evaluate individuals qualified
to serve on the Board, recommends director nominees for each of the boards of
the Corporation's subsidiaries to the Board and assumes responsibility for
planning for the succession of directors. In so doing, the Committee recommends
to the Board the size of the Board, as well as its membership mix and the
process for the selection of independent directors, and makes similar
recommendations for each of the boards of the Corporation's subsidiaries. In
addition, the Committee assumes the overall responsibility for periodic
assessment of the Corporation's governance program and assumes responsibility
for the annual development and implementation of a plan for the evaluation of
the Board and of each of the boards of the Corporation's subsidiaries. The
Committee is also responsible for the Chief Executive Officer's performance
evaluation and for management succession planning. The Committee assesses the
appropriateness of shareholder proposals for inclusion in the proxy materials.
The Board has adopted a written charter for the Committee. The charter was
attached to the 2004 Annual Meeting Proxy. The members of the Committee are Mr.
Neil S. Strawser, who serves as Chairman, and Messrs. Barry M. Dorsey and H.
Grant Stephenson, each of which meet the independence standards of Rule
4200(a)(15) of the National Association of Securities Dealers (the "NASD")
listing standards. John D. Kidd, Chairman of the Corporation, attends all
committee meetings as an ex-officio member. The Committee held four meetings
during the last fiscal year, and all current members attended. Committee members
received $2,000 for attending each committee meeting. The report of the
Committee with respect to the year 2004 begins on page 12 herein.
The Audit Committee oversees the Corporation's financial reporting process
on behalf of the Board. Functions of the Audit Committee include the engagement
of the independent registered public accounting firm, reviewing with the
independent registered public accounting firm the plans and results of the audit
engagement of the Corporation, reviewing the scope and results of the procedures
for internal auditing, reviewing the independence of the independent registered
public accounting firm, conducting an appropriate review and approve all related
party transactions for potential conflicts of interest, and similar functions.
In its oversight role, the Audit Committee assures that management fulfills its
responsibilities in preparing the financial statements. The Audit Committee
reviews and discusses with the internal audit department, management and the
Board such matters as accounting policies, internal controls and procedures for
preparation of financial statements. The Board has adopted a revised written
charter for the Audit Committee, which is attached to this Proxy Statement as
Appendix 1. The members of the Audit Committee are Mr. Donald R. Seigneur, who
serves as Chairman, Ms. DeClark-Peace and Messrs. William S. Siders and Donald
P. Wood. All members of the Audit Committee meet the independence standards of
Rule 4200(a)(15) and the audit committee qualifications of Rule 4350(d)(2) of
the NASD listing standards. The Board has determined that Ms. DeClark-Peace and
Messrs. Seigneur, Siders and Wood each are audit committee financial experts for
the Corporation and are independent as described in the preceding sentence. The
Audit Committee held eight meetings during the last fiscal year, including three
meetings with management and the independent registered public accounting firm
to discuss the Corporation's quarterly financial statements prior to the filing
of its Quarterly Report on Forms 10-Q with the SEC. Each director serving on
such committee received $750 per meeting attended in connection with the
Quarterly Report on Forms 10-Q and $2,000 per meeting attended otherwise. The
report of the Audit Committee with respect to the year 2004 begins on page 16
herein.
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Shareholders may communicate directly to the Board in writing by sending a
letter to the Board at: Oak Hill Financial, Inc., ATTN: Board of Directors,
14621 S.R. 93, Jackson, OH 45640. All communications directed to the Board will
be received and processed by the Corporation's Senior Risk Management Officer
and will be transmitted to the Chairman of the Audit Committee without any
editing or screening by the Senior Risk Management Officer.
EXECUTIVE OFFICERS
The officers of the Corporation are appointed annually by the Board and
serve at the pleasure of the Board. In addition to John D. Kidd, Chairman of the
Board, R. E. Coffman, Jr., President and Chief Executive Officer, and D. Bruce
Knox, Chief Information Officer, the following persons are officers of the
Corporation:
RON J. COPHER, 47, has served as Executive Vice President of the Corporation
since January 2005, Chief Financial Officer since July 1999, Treasurer since
February 2001, and Secretary since June 2004. In addition, Mr. Copher has served
as Chief Financial Officer and Executive Vice President of Oak Hill since
January 2005. Mr. Copher has also served as Secretary of Oak Hill since June
2004. Prior, he served as Executive Vice President of Oak Hill from July 1999 to
February 2000. From January 1985 to June 1999, he served in a variety of
positions in the financial services practice of Grant Thornton LLP. He most
recently served as Partner and Practice Leader of the Financial Services
Industry Group of Southern California.
SCOTT J. HINSCH, JR., 53, has served as Vice President of the Corporation since
January 2002. Mr. Hinsch has served as President of MPA Group Insurance
Specialists since January 2005. He has served as President of Oak Hill since
January 2002 and Chief Executive Officer from January 2002 through December
2004. He served as Chief Operating Officer of Oak Hill from January 2001 to
December 2001. From April 1999 to December 2000, he served as Executive Vice
President and Branch Administrator of Oak Hill. Prior to coming to Oak Hill, he
served as Regional President for the former Star Bank and as President of the
former Commercial & Savings Bank, Gallipolis, Ohio.
DAVID G. RATZ, 47, has served as Chief Administrative Officer of the Corporation
since January 2005 and Executive Vice President since January 2002. He served as
Chief Operating Officer of the Corporation from January 2002 to December 2004.
In addition, Mr. Ratz has served as Executive Vice President and Chief
Administrative Officer of Oak Hill since January 2005. He served as Chief
Administrative Officer of the Corporation from January 2000 to December 2001. He
served as Vice President of the Corporation from October 1995 to December 1999.
He served as Vice President of Oak Hill from October 1995 to February 1996, as
Senior Vice President from February 1996 to June 1998, and as Executive Vice
President from July 1998 to February 2000. From December 1986 to September 1995,
he served as a marketing and human relations consultant to community banking
organizations as Vice President of Young & Associates, Kent, Ohio.
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EXECUTIVE COMPENSATION
The following Summary Compensation Table sets forth the compensation paid
during the last three completed fiscal years by the Corporation and its
subsidiaries to the Chief Executive Officer and the four other highest-paid
executive officers of the Corporation whose total salary and bonus annually
exceed $100,000 for services in all capacities for the Corporation:
SUMMARY COMPENSATION TABLE
Long-Term
Annual Compensation Compensation
------------------------------------------------ -------------------------
Restricted Shares
Other Annual Stock Underlying All Other
Name and Principal Position Year Salary Bonus(1) Compensation(2) Awards(3) Options(4) Compensation(5)
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John D. Kidd 2004 $215,000 -- $ 5,197 -- 3,000 $ 9,191
Chairman and Director 2003 $214,375 $ 49,900 $ 8,114 -- 1,600 $ 15,535
2002 $204,584 $ 89,400 $ 3,789 -- -- $ 12,432
R. E. Coffman, Jr 2004 $183,125 -- $ 5,757 $ 26,044 10,000 $ 9,171
President, Chief Executive 2003 $167,750 $ 38,400 $ 6,969 $ 25,282 1,600 $ 13,115
Officer and Director 2002 $148,719 $ 67,400 $ 5,324 $ 25,500 -- $ 66,360
Scott J. Hinsch, Jr 2004 $172,000 $ 20,400 $ 4,097 -- 4,000 $ 9,654
Vice President 2003 $164,458 $ 51,100 $ 6,431 $ 25,282 1,600 $ 13,115
2002 $145,780 $ 67,400 $ 4,787 $ 25,500 -- $ 11,318
David G. Ratz 2004 $144,000 -- -- -- 3,000 $ 8,278
Chief Administrative Officer 2003 $137,500 $ 28,800 -- -- 1,500 $ 12,293
2002 $129,417 $ 51,600 -- -- -- $ 10,613
Ron J. Copher 2004 $142,000 -- -- $ 26,044 3,000 $ 8,176
Chief Financial Officer, 2003 $134,250 $ 28,800 -- -- 1,500 $ 13,853
Secretary and Treasurer 2002 $125,750 $ 51,600 -- $ 25,500 -- $ 9,716
- --------------------------------------------------------------------------------
(1) Bonus was accrued in the current year and paid in January of the following
year.
(2) Includes amounts imputed for personal use of a company vehicle.
(3) Messrs. Coffman and Hinsch both received an award of 1,200 shares of
restricted stock on December 19, 2002, valued at $21.25 per share and an
award of 830 shares of restricted stock on December 16, 2003 valued at
$30.46 per share, in each case based upon the fair market value of the
Corporation's common stock as of the preceding business day. Each award is
subject to a three year graduated vesting schedule and becomes fully
vested on the third anniversary of the date of the award. In addition, Mr.
Coffman received an award of 700 shares of restricted stock on December
21, 2004, valued at $37.205 per share, based upon the average of the
closing bid and ask of the Corporation's common stock as of the preceding
business day. The award is subject to a three year graduated vesting
schedule and becomes fully vested on the third anniversary date of the
award. At December 31, 2004, Mr. Coffman's 2,730 shares of restricted
stock had an aggregate value of $103,440, and Mr. Hinsch's 2,030 shares of
restricted stock had an aggregate value of $76,917 based on the $37.89
fair market value of the Corporations' common stock on that date. In
addition, Mr. Copher received an award of 1,200 restricted shares on
December 19, 2002, valued at $21.25 per share based upon the fair market
value of the Corporations' common stock as of the preceding business day.
The award is subject to a three year graduated vesting schedule and
becomes fully vested on the third anniversary date of the award. Mr.
Copher also received an award of 700 shares of restricted stock on
December 21, 2004, valued at $37.205 per share, based upon the average of
the closing bid and ask of the Corporation's common stock as of the
preceding business day. The award is subject to a three year graduated
vesting schedule and becomes fully vested on the third anniversary date of
the award. At December 31, 2004, Mr. Copher's 1,900 shares of restricted
stock had an aggregate value of $71,991 based on the $37.89 fair market
value of the Corporation's common stock on that date. Messrs. Coffman,
Hinsch and Copher may exercise full voting rights with respect to their
restricted share awards during the restricted period. In addition,
dividends and
9
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distributions are payable on all restricted share awards during the
restricted period, and such shares are held in escrow by the Corporation
until the shares vest.
(4) All shares are subject to options granted under the Oak Hill Financial,
Inc. 2004 Stock Incentive Plan.
(5) Includes 401(k) matching and profit sharing contributions to the Oak Hill
Financial, Inc. 401(k) & Profit Sharing Plan for the fiscal years shown.
Also includes $1,805 paid on behalf of Mr. Copher in connection with the
Corporation's executive health program in 2003. Also includes $54,378 paid
to Mr. Coffman as reimbursement of his relocation expenses in 2002.
The following table shows all individual grants of stock options to the
named executive officers of the Corporation during the year ended December 31,
2004.
Options/SAR Grants in Last Fiscal Year(1)
- ----------------------------------------------------------------------------------------------------------------------
Individual Grants
--------------------------------------------------
% of Total Potential Realizable Value
Options at Assumed Annual Rates
Number of Granted to of Stock Price Appreciation
Securities Employees Exercise For Option Term(2)
Underlying in Fiscal Price Expiration ------------------------------
Name Options Year ($/Share) Date 0% ($) 5% ($) 10% ($)
- ----------------------------------------------------------------------------------------------------------------------
John D. Kidd
Chairman and Director 3,000 2.3% $ 37.205 12/21/14 -- $ 70,194 $177,886
R. E. Coffman, Jr
President, Chief Executive
Officer and Director 10,000 7.7% $ 37.205 12/21/14 -- $233,980 $592,952
Scott J. Hinsch, Jr
Vice President 4,000 3.1% $ 37.205 12/21/14 -- $ 93,592 $237,181
David G. Ratz
Chief Administrative
Officer 3,000 2.3% $ 37.205 12/21/14 -- $ 70,194 $177,886
Ron J. Copher
Chief Financial Officer,
Secretary and Treasurer 3,000 2.3% $ 37.205 12/21/14 -- $ 70,194 $177,886
- --------------------------------------------------------------------------------
(1) All options are granted at 100% of fair market value on the date of grant.
The options become exercisable in full on June 15, 2006. In addition, the
options expire on the date specified in the option agreement which, in no
event, is not later than 10 years after the date of grant, provided that
the optionee remained employed at the Corporation or its affiliates. The
option exercise period may be shortened upon the optionee's disability,
retirement or death.
(2) The amounts under the columns labeled "0% ($)", "5% ($)" and "10% ($)" are
included by the Corporation pursuant to certain rules promulgated by the
SEC and are not intended to forecast future appreciation, if any, in the
price of the Corporation's common stock. Such amounts are based on the
assumption that the optionees hold the options granted for their full
term. The actual value of the options will vary in accordance with the
market price of the Corporation's common stock. The column labeled "0%
($)" is included to illustrate that the options were granted at fair
market value and the optionees will not recognize any gain without an
increase in the stock price, which increase benefits all shareholders
commensurately.
10
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The following table shows aggregate option exercises in the last fiscal
year and year-end values.
Number of Unexercised Value of Unexercised
Options at Fiscal Year In-the-Money Options at
End Fiscal Year End(1)
---------------------------------------------------------
Acquired Value
Name on Exercise Realized ($) Exercisable Unexercisable Exercisable Unexercisable
- -----------------------------------------------------------------------------------------------------------------------------
John D. Kidd
Chairman and Director -- -- 24,975 3,000 $515,013 $ 4,755
R. E. Coffman, Jr
President, Chief Executive
Officer and Director 6,000 $138,600 27,375 10,000 $594,020 $ 15,850
Scott J. Hinsch, Jr
Vice President -- -- 6,600 4,000 $133,528 $ 6,340
David G. Ratz
Chief Administrative
Officer 7,500 $173,650 30,250 3,000 $668,139 $ 4,755
Ron J. Copher
Chief Financial Officer,
Secretary and Treasurer 1,500 $ 26,170 25,750 3,000 $540,724 $ 4,755
- --------------------------------------------------------------------------------
(1) Represents total gain which would have been realized if all in-the-money
options held at fiscal year-end had been exercised, determined by
multiplying the number of shares underlying the options by the difference
between the per share option exercise price and per share fair market
value at year-end. The fair market value as determined by the closing
price of the Corporation's common stock on December 31, 2004 was $37.89.
An option is in-the-money if the fair market value of the underlying
shares exceeds the exercise price of the option.
Equity Compensation Plan Information
The following table presents information as of December 31, 2004, with
respect to the shares of the Corporation's common stock that may be issued under
the Corporation's existing equity compensation plan.
Number of Securities
Remaining Available
Number of Securities to Be Weighted-Average for Future Issuance
Issued Upon Exercise of Exercise Price of Under Equity
Plan Category Outstanding Options Outstanding Options Compensation Plans
- --------------------------------------------------------------------------------------------------------------------
Equity compensation plans approved
by shareholders(1) 582,466 $22.21 1,068,840
Equity compensation plans not
approved by shareholders -- -- --
- --------------------------------------------------------------------------------------------------------------------
Total 582,466 $22.21 1,068,840
- --------------------------------------------------------------------------------------------------------------------
(1) Consists of the 2004 Stock Incentive Plan.
11
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The following REPORT OF THE GOVERNANCE AND COMPENSATION COMMITTEE OF THE BOARD
OF DIRECTORS REGARDING COMPENSATION, PERFORMANCE GRAPH, and REPORT OF THE AUDIT
COMMITTEE OF THE BOARD OF DIRECTORS, should not be deemed filed or incorporated
by reference into any other document, including the Company's filings under the
Securities Act of 1933 or the Securities Exchange Act of 1934, except to the
extent specifically incorporated into any such filing by reference.
REPORT OF THE GOVERNANCE AND COMPENSATION COMMITTEE
OF THE BOARD OF DIRECTORS REGARDING COMPENSATION
Philosophy and Composition of the Committee
The Corporation's executive compensation program is designed to enable the
Corporation to attract, motivate and retain top quality executive officers by
providing a fully competitive and comprehensive compensation package. It
provides for competitive base salaries that reflect individual performance as
well as variable incentive awards in cash for the achievement of financial
performance goals established by the Governance and Compensation Committee (the
"Committee") and approved by the Board of Directors. In addition, long-term
stock-based incentive awards may be granted to strengthen the mutuality of
interest between the executive officers and the Corporation's shareholders and
to motivate and reward the achievement of important long-term performance
objectives of the Corporation.
The Corporation's executive compensation program is administered by the
Committee, composed entirely of non-employee directors of the Corporation: H.
Grant Stephenson, Barry M. Dorsey and Neil S. Strawser, who became Chairman
during 2004. The Committee had responsibility for the development, evaluation
and nomination of members of the Board of Directors, review of significant
governance policies, administration of the executive compensation program, and
evaluation and compensation of the Corporation's Chief Executive Officer.
Pursuant to a delegation of authority from the Board of Directors, the
Committee has the authority and responsibility to determine and administer the
Corporation's officer compensation policies, to review the salaries of executive
officers, to review the formula for bonus awards to executive officers, to
approve the grant of stock options to executive officers and other key employees
under the Corporation's 2004 Stock Incentive Plan and to approve other executive
compensation. In general, the philosophy of the Committee is to attract and
retain qualified executives, reward current and past individual performance,
provide short-term and long-term incentives for superior future performance, and
relate total compensation to individual performance and performance of the
Corporation. The preferred compensation policy of the Committee is to set base
pay at the middle of the comparable market ranges, establish performance-based
annual cash bonus opportunities, and grant significant option positions to key
employees to provide greater long-term incentives.
Executive Compensation Program
Management is responsible for the establishment of the base salary, as
well as a formula for the award level for the annual bonus compensation program,
both subject to approval by the Committee. The Committee is also responsible for
the award level and administration of the stock option program for executive
officers, as well as for recommendations regarding other executive benefits and
plans, both of which also are subject to approval by the Board of Directors. In
completing its assignments, the Committee takes into account the views of the
management of the Corporation.
The Committee has reviewed the executive compensation program being
utilized and compared it with similar programs of banking corporations that
shared one or more common traits with the Corporation (such as market
capitalization, asset size and geographic location). As an overall evaluation
tool in determining levels of compensation for the Corporation's Chief Executive
Officer and other executive officers, the Committee reviews the compensation
policies of other banking companies, as well as published surveys of salaries in
the financial industry, which are provided by management. Based on a
recommendation from management, the Committee has defined or established a
specific comparison group of bank holding companies for determination of
compensation: banking organizations in Ohio and contiguous states with a market
capitalization of between $0.5 billion and $1.5 billion. These companies may not
be included in the SNL $500M-$1B Bank Asset-Size Index or the SNL $1B-$5B Bank
Asset-Size Index (indices included in the Corporation's Performance Graph on
page 15). Based on the information provided by management, the Committee
believes the executive compensation program of the Company is typical of these
peer companies. The Committee also believes that the executive compensation of
the Corporation is within the mid-point range of the compensation levels of
these companies.
12
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Components of the Named Executive Officer Compensation
For 2004, the executive compensation program for the Named Executive
Officers in this Proxy Statement, Messrs. Kidd, Coffman, Hinsch, Ratz and Copher
(the "Named Executive Officers") consisted of four primary components: (i) a
base salary; (ii) incentive compensation; (iii) executive benefits, such as
insurance and retirement benefits; and (iv) benefits which are generally
available to all employees. These components are discussed in detail below.
Base Salary. Until January 2002, the Corporation employed a calendar year
compensation program in which the Named Executive Officers' base salaries and
performance are reviewed annually during July with salary increases made
effective for the twelve month period beginning July 1 of the current year
through June 30 of the following year. Beginning with calendar year 2002, the
review was conducted in January with salary increases for the twelve month
period beginning February 1. The salaries and performance reviews are determined
primarily by examining the individual officer's level of responsibility for his
position, comparing that position to similar positions within the Corporation,
and comparing the officer's salary with salaries detailed in the salary surveys
for executives with similar experience and responsibilities outside of the
Corporation.
Significant weight also is given to the views of the management of the
Corporation regarding whether a Named Executive Officer has succeeded in the
annual performance goals established by the Chief Executive Officer with each
Executive Officer. The nature of these goals differs, depending upon each
officer's job responsibilities. Goals are both qualitative in nature--such as
the development and retention of key personnel, the quality of products and
services, and management effectiveness--and quantitative in nature, such as
sales and revenue goals and cost containment.
The Named Executive Officer's base salary is then established by
management and reviewed by the Committee, taking into account the items listed
above as well as the Corporation's overall performance during the preceding
year. The Committee does not place a specific value on any of the above-listed
factors. The base salary is subject to approval by the Board of Directors.
Incentive Compensation. In 2004, incentive compensation included: the
award of cash bonuses, the award of stock options under the 2004 Stock Incentive
Plan, and grants of restricted stock. The participants and awards under the
Corporation's incentive plans are determined by management subject to approval
by the Committee. Neither management nor the Committee have established
particular target percentages of total compensation that should be incentive
compensation.
Cash Incentive Compensation. The Corporation's policy for cash incentive
compensation is to reward the achievement of financial objectives established in
advance by management and the Board of Directors at the beginning of each year.
Each year, management establishes a bonus plan for performance based upon a
targeted increase of net operating income of the Corporation. In confirming
awards made under the Plan, the Committee has the discretion to consider this
and other factors related to the individual performance of the Named Executive
Officer. All incentive bonus awards under the plan are paid in cash. The bonuses
paid or accrued in 2004 were based upon the Corporation's 2004 performance.
Stock Options. The purpose of the Corporation's 2004 Stock Incentive Plan
is to provide long-term incentives to key employees and to motivate key
employees to improve the performance of the Corporation and thereby increase the
Corporation's common stock price. Stock options were awarded for performance
during 2004 based on the recommendations of management. The options vest in June
2005 in accordance with management's suggestions.
Restricted Stock. At the recommendation of management, the Committee
confirmed two grants of Restricted Stock based on performance. Each award
reflects a significant specific contribution by the individual officer during
calendar year 2004. The Restricted Stock awards are described in this Proxy
Statement in the section entitled Executive Compensation.
Determination of the Chief Executive Officer's Compensation
The compensation package entered into with Mr. Coffman is detailed in this
Proxy Statement under the tables and descriptive paragraphs of the section
entitled Executive Compensation.
Mr. Coffman's base salary for 2005 was determined by the Committee through
an assessment of several areas, including the financial results of the
Corporation as compared with peer companies and his overall performance as a
leader of the Corporation, as well as the performance of the bonus plan. In
determining compensation, the financial results as
13
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compared with peer companies were given the most weight by the Committee;
overall performance as a leader was given significant, but lesser, weight. In
addition to these factors, the Committee also reviewed information to determine
if there were any overall trends in the financial services industry regarding
compensation of chief executive officers that would suggest further adjustments
to the amounts to be paid to Mr. Coffman. The Committee believes Mr. Coffman's
overall compensation is typical of peer companies.
Based on these factors, the Committee established Mr. Coffman's annual
base salary for 2005 at $207,000, an approximate 11.9 % increase from his
previous base salary. In addition, Mr. Coffman earned incentive compensation
consisting of a Restricted Stock Grant of 700 shares. Other personal benefits
available to Mr. Coffman are described in the descriptive paragraphs of the
section entitled Executive Compensation and are, in the opinion of the
Committee, reasonable and not excessive.
Deductibility of Executive Compensation
The Committee has reviewed the qualifying compensation regulations issued
by the Treasury Department under Code Section 162(m) which provide that no
deduction is allowed for applicable employee remuneration paid by a publicly
held corporation to a covered employee if the remuneration paid to the employee
exceeds $1.0 million for the applicable taxable year, unless certain conditions
are met. Currently, remuneration is not expected to exceed the $1.0 million base
for any employee. Therefore, compensation should not be affected by the
qualifying compensation regulations.
Director Emeritus Policy
In 2004, the Committee adopted a Director Emeritus Policy to permit the
continued participation of directors who advance beyond the Company's mandatory
retirement age of 70. Under the policy, in order to qualify as a director
emeritus, an individual must have been a Board of Director member in good
standing for no less than ten years. The policy further provides that (i) the
term of a director emeritus is two years; (ii) the director emeritus must sign a
confidentiality agreement regarding all matters brought before the board while
the director emeritus is in attendance; (iii) the director emeritus shall serve
in an advisory capacity and shall have no vote as a director; (iv) the director
emeritus will be permitted to attend as many or as few board meetings as
desired; and (v) the compensation for the director emeritus will be established
by the Board of Directors from time to time and will be paid only for those
meetings attended. The policy also permits a director emeritus to serve on the
board of directors of Oak Hill Banks on the same terms and conditions. At year
end, Evan E. Davis was appointed a director emeritus of Oak Hill Banks and of
the Corporation beginning at the conclusion of his term as a director at the end
of the Annual Meeting. Mr. Davis will serve as an emeritus director without
compensation.
The foregoing report has been respectfully submitted by the members of the
Committee, being:
Neil S. Strawser, Chairman
Barry M. Dorsey
H. Grant Stephenson
14
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PERFORMANCE GRAPH
Comparison of Cumulative Total Return
Among the Corporation, the Nasdaq Composite Index,
The SNL $500M -$1B Bank Asset-Size Index and
The SNL $1B-$5B Bank Asset-Size Index
The following Performance Graph compares the performance of the
Corporation with that of the NASDAQ Composite Index, the SNL $500M-$1B Bank
Asset-Size Index and the SNL $1B-$5B Bank Asset-Size Index, each of which is a
published industry index. The comparison of the cumulative total return to
shareholders for each of the periods assumes that $100 was invested on December
31, 1998 in the common stock of the Corporation and in the NASDAQ Composite
Index, the SNL $500M-$1B Bank Asset-Size Index and the SNL $1B-$5B Bank
Asset-Size Index and that all dividends were reinvested.
Oak Hill Financial, Inc.
[LINE GRAPH OMITTED]
Period Ending
----------------------------------------------------------
Index 12/31/98 12/31/99 12/31/00 12/31/01 12/31/02 12/31/03
- --------------------------------------------------------------------------------------
Oak Hill Financial, Inc. 100.00 83.03 85.00 94.84 131.60 189.14
NASDAQ - Total US 100.00 185.95 113.19 89.65 61.67 92.90
SNL $500M-$1B Bank Index 100.00 92.57 88.60 114.95 146.76 211.62
15
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REPORT OF THE AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS
In accordance with its written charter, the Audit Committee (the
"Committee") of the Board of Directors assists the Board of Directors in
fulfilling its responsibility for oversight of the quality and integrity of the
accounting, auditing, and financial reporting practices of the Corporation.
During the current year, the Committee met eight times including meeting with
management and the independent registered public accounting firm to discuss the
Corporation's quarterly financial statements prior to the filing of its
Quarterly Report on Form 10-Q with the Securities and Exchange Commission.
In discharging its oversight responsibility as to the audit process, the
Committee obtained from the independent registered public accounting firm a
formal written statement describing all relationships between the independent
registered public accounting firm and the Corporation that might bear on the
independent registered public accounting firm's independence consistent with
Independence Standards Board Standard No. 1, "Independence Discussions with
Audit Committees," and discussed with the registered independent public
accounting firm any relationships that may impact its objectivity and
independence. The Corporation has been advised by Grant Thornton LLP that
neither that firm nor any of its associates has any relationship with the
Corporation or its subsidiaries other than the usual relationship that exists
between an independent registered public accounting firm and clients. The
Committee satisfied itself as to the independent registered public accounting
firm's independence.
The Committee also discussed with management, the internal auditor and the
independent registered public accounting firm the quality and adequacy of the
Corporation's internal controls and the internal audit functions' organization,
responsibilities, budget, and staffing. The Committee reviewed with both the
independent registered public accounting firm and the internal auditor their
plans, audit scope, and identification of audit risks
The Committee discussed and reviewed with the internal auditor and
independent registered public accounting firm all communications required by
generally accepted auditing standards, including a discussion of the quality,
not just the acceptability of the accounting principles, the reasonableness of
significant adjustments, clarity of disclosures in the financial statements, and
other matters described in Statement on Auditing Standards No. 61, as amended,
"Communication with Audit Committees." With and without management present, the
Committee discussed and reviewed the results of the internal audit examinations
and the results of the independent registered public accounting firm's
examination of the financial statements.
The Committee reviewed the audited financial statements of the Corporation
as of and for the fiscal year ended December 31, 2004, and management's
assertion on the design and effectiveness of the Company's internal control over
financial reporting as of December 31, 2004 with management and the independent
registered public accounting firm. Management has the responsibility for the
preparation of the Corporation's financial statements, and the independent
registered public accounting firm has the responsibility for the examination of
those statements and assertion.
Based on the above-mentioned review and discussions with management and
the independent registered public accounting firm, the Committee recommended to
the Board that the Corporation's audited financial statements be included in its
Annual Report on Form 10-K for the fiscal year ended December 31, 2004 for
filing with the Securities and Exchange Commission. The Committee also
recommended the reappointment, subject to shareholder approval, of the
Corporation's independent registered public accounting firm, Grant Thornton LLP.
The Board of Directors has reviewed the qualifications of each of the
Committee's members in regards to the standards promulgated by the Securities
and Exchange Commission with respect to the designation "audit committee
financial expert." After careful review and consideration, the Board of
Directors has designated Donald R. Seigneur, Chairman, Candice R. DeClark-Peace,
William S. Siders and Donald P. Wood each as an audit committee financial
expert.
The foregoing report has been respectfully submitted by the members of the
Committee, being:
Donald R. Seigneur, Chairman
Candice R. DeClark-Peace
William S. Siders
Donald P. Wood
16
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PRINCIPAL INDEPENDENT REGISTERD PUBLIC ACCOUNTING FIRM FEES
The following table presents fees for professional audit services rendered
by Grant Thornton LLP for the audit of the Corporation's financial statements
for the years ended December 31, 2004 and 2003, and fees billed for other
services rendered by Grant Thornton LLP during those periods.
2004 2003
- --------------------------------------------------------------------------------
Audit fees $132,050 $ 97,130
Audit related fees 67,461 26,645
Tax fees 36,070 21,880
All other fees
- --------------------------------------------------------------------------------
Total $235,581 $145,655
- --------------------------------------------------------------------------------
Audit Fees
Grant Thornton LLP fees billed to the Corporation for professional
services rendered for the audit of the Corporation's consolidated financial
statements included in the annual Form 10-K and review of financial statements
included in the quarterly Forms 10-Q and for services that are normally provided
by the independent registered public accounting firm in connection with
statutory and regulatory filings and engagements.
Audited Related Fees
Aggregate fees billed for assurance and related services that are
reasonably related to the performance of the audit or review of the
Corporation's financial statements. These services include employee benefit plan
audits, due diligence related to mergers and acquisitions, attestations by Grant
Thornton LLP that are not required by statute or regulation and consulting on
financial and reporting standards.
Tax Fees
Aggregate fees billed for professional services rendered by Grant Thornton
LLP for tax compliance, consulting and return preparation.
All Other Fees
Fees billed for other permissible work performed by Grant Thornton LLP
that does not meet the above category descriptions.
In determining whether to appoint Grant Thornton LLP as the Corporation's
independent registered public accounting firm, the Audit Committee considered
whether the provision of services, other than audit services, is compatible with
maintaining the principal independent registered public accounting firm's
independence.
17
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AUDIT COMMITTEE GUIDELINES
FOR PRE-APPROVAL OF INDEPENDENT REGISTERD PUBLIC ACCOUTING FIRM SERVICES
The Audit Committee (the "Committee") has adopted the following guidelines
regarding the engagement of the Corporation's independent registered public
accounting firm:
Audit Services
The annual audit services and related fees are subject to specific
pre-approval of the Committee. The annual audit services include the annual
financial statement audit, required quarterly reviews, subsidiary audits, equity
investment audits, audit of management's assessment on internal control over
financial reporting, and other procedures required to be performed by the
independent registered public accounting firm to be able to form an opinion on
the Corporation's consolidated financial statements.
In addition, the Committee may grant general or specific pre-approval to
other audit services. Other audit services may include statutory audits or
financial audits of the Corporation and services associated with the SEC
registration statements, periodic reports and other documents filed with the SEC
or other documents issued in connection with securities offerings.
Audit-related Services
The Committee may grant general or specific pre-approval to audit-related
services that the Committee has determined are consistent with the SEC's rules
on auditor independence. Audit-related services include assurance and other
services that are reasonably related to the performance of the audit or review
of the Corporation's financial statements.
Tax Services
The Committee may grant general or specific pre-approval for tax
compliance, consulting and return preparation services provided by the
independent registered public accounting firm to the Corporation, its directors
and employees that the Committee has determined are consistent with the SEC's
rules on auditor independence.
All Other Services
The Committee may grant general or specific pre-approval for all other
permissible non-audit services that the Committee has determined are consistent
with the SEC's rules on auditor independence.
In determining whether to pre-approve any services of the independent
registered public accounting firm, the Committee considers the overall
relationship of fees for audit and non-audit services.
Corporation management must annually submit to the Committee for approval
a list of non-audit services that it recommends the Committee engage the
independent registered public accounting firm to provide. Corporation management
and the independent registered public accounting firm must each confirm to the
Committee that each non-audit service on the list is permissible under all
applicable legal requirements.
Pre-approved, budgeted amounts for all services to be provided by the
independent registered public accounting firm are established by the Committee.
To ensure prompt handling of unexpected matters, the Committee delegates to the
Chairman the authority to amend or modify the list of approved permissible
services and fees. The Chairman will report action taken to the Committee at the
next Committee meeting.
The independent registered public accounting firm must ensure that all
audit and non-audit services provided have been approved by the Committee. The
Corporation's Senior Risk Management Officer is responsible for tracking all
independent registered public accounting firm services and fees against the
budgeted amounts and will report at least quarterly to the Committee all
services actually provided by the independent registered public accounting firm
and related fees pursuant to this pre-approval process.
18
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APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUTING FIRM
The Board of Directors has appointed Grant Thornton LLP as the independent
registered public accounting firm for the Corporation and its subsidiaries for
the fiscal year ending December 31, 2005. Although not required, the Board of
Directors is submitting its selection to the shareholders of the Corporation for
ratification. Grant Thornton LLP has served as independent registered public
accounting firm for the Corporation and its subsidiaries during the past year.
The Board of Directors believes that the reappointment of Grant Thornton LLP for
the fiscal year ending December 31, 2005 is appropriate because of the firm's
reputation, qualifications, and experience. The Board of Directors will
reconsider the appointment of Grant Thornton LLP if its election is not ratified
by the shareholders.
Management expects that representatives of Grant Thornton LLP will be
present at the Annual Meeting, will have the opportunity to make a statement if
they desire to do so and will be available to respond to appropriate questions.
The affirmative vote of a majority of the votes entitled to be cast by the
holders of the Corporation's common stock present in person or represented by
proxy at the Annual Meeting is required for ratification.
The Board of Directors recommends a vote FOR this proposal. Unless a contrary
choice is specified, proxies solicited by the Board of Directors will be voted
for the proposal.
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
Compensation Committee Interlocks and Insider Participation
Currently, Messrs. Barry M Dorsey, H. Grant Stephenson and Neil S.
Strawser, who are not employees of the Corporation, are members of the
Governance Committee. During calendar year 2004, Evan E. Davis and John D Kidd,
senior executives of the Corporation, served as members of the Executive
Committee of the Board of Trustees (the "Executive Committee") of the University
of Rio Grande (the "University") while at the same time Dr. Dorsey served as
President of the University.
Transactions with Directors and Officers
Some of the officers and directors of the Corporation and the companies
with which they are associated are customers of Oak Hill. The loans to such
officers and directors (a) were made in the ordinary course of business, (b)
were made on substantially the same terms, including interest rates and nature
of collateral, as those prevailing at the time for comparable transactions with
other persons, and (c) did not involve more than the normal risk of
collectibility or present other unfavorable features.
Oak Hill has had, and expects to have in the future, banking transactions
in the ordinary course of business with directors, officers, principal
shareholders, and their associates on the same terms, including interest rates
and collateral on loans, as those prevailing at the same time for comparable
transactions with others.
Miscellaneous
H. Grant Stephenson, a director of the Corporation, is a Partner in the
law firm of Porter Wright Morris & Arthur LLP, which provides legal services to
the Corporation.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Corporation's officers and directors, and greater than 10% shareholders, to
file reports of ownership and changes in ownership of the Corporation's
securities with the SEC. Copies of the reports are required by SEC regulation to
be furnished to the Corporation.
Based solely on the Corporation's review of the copies of such reports,
the Corporation believes that all its officers, directors, and greater than 10%
beneficial owners complied with all filing requirements applicable to them with
respect to transactions during fiscal 2004.
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SHAREHOLDER PROPOSALS
If an eligible shareholder wishes to present a proposal for action at the
next Annual Meeting of the Corporation to be held in 2006, it shall be presented
to management by certified mail, written receipt requested, not later than
November 11, 2005, for inclusion in the Corporation's Proxy Statement and form
of proxy relating to that meeting. Any such proposal must comply with Rule 14a-8
promulgated by the SEC pursuant to the Securities Exchange Act of 1934, as
amended (the "1934 Act"). Proposals should be sent to Oak Hill Financial, Inc.,
Attention: David G. Ratz, Chief Administrative Officer, 14621 State Route 93,
Jackson, Ohio 45640. Any shareholder proposal submitted outside the processes of
Rule 14a-8 under the 1934 Act for presentation to the Corporation's 2006 Annual
Meeting of shareholders will be considered untimely for purposes of Rule 14a-4
and 14a-5 if notice thereof is received by the Corporation after January 25,
2006.
ANNUAL REPORT
The Corporation's Annual Report for the year ended December 31, 2004 is
being mailed to each shareholder with this Proxy Statement.
The Corporation files annually with the SEC an Annual Report on Form 10-K.
This report includes financial statements and schedules thereto. A SHAREHOLDER
OF THE CORPORATION MAY OBTAIN A COPY OF THE ANNUAL REPORT ON FORM 10-K,
INCLUDING FINANCIAL STATEMENTS AND SCHEDULES THERETO, FOR THE FISCAL YEAR ENDED
DECEMBER 31, 2004 WITHOUT CHARGE BY SUBMITTING A WRITTEN REQUEST THEREFORE TO
THE FOLLOWING ADDRESS:
Oak Hill Financial, Inc.
Attention: David G. Ratz
14621 State Route 93
Jackson, Ohio 45640
OTHER MATTERS
Management and the Board of Directors of the Corporation know of no
business to be brought before the Annual Meeting other than as set forth in this
Proxy Statement. However, if any matters other than those referred to in this
Proxy Statement should properly come before the Annual Meeting, it is the
intention of the persons named in the enclosed proxy to vote such proxy on such
matters in accordance with their best judgment.
EXPENSES
The expense of proxy solicitation will be borne by the Corporation.
Proxies will be solicited by mail and may be solicited, for no additional
compensation, by some of the officers, directors and employees of the
Corporation or its subsidiaries, by telephone, telegraph or in person. Brokerage
houses and other custodians, nominees and fiduciaries may be requested to
forward soliciting material to the beneficial owners of shares of the
Corporation and will be reimbursed for their related expenses.
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Appendix 1
OAK HILL FINANCIAL, INC.
AMENDED AND RESTATED
AUDIT COMMITTEE CHARTER
As amended on March 15, 2005
Purpose
The purpose of the Audit Committee (the "Committee") of the Board of
Directors of Oak Hill Financial, Inc. is to oversee the accounting and financial
reporting processes and the audits of the financial statements of Oak Hill
Financial, Inc. and its subsidiaries, (hereinafter collectively the
"Corporation").
Responsibilities
In its capacity as a committee of the Board, the Committee will be
directly responsible for the appointment, compensation, retention and oversight
of the work of any independent registered public accounting firm engaged,
including resolution of disagreements between management and the independent
registered public accounting firm regarding financial reporting, for the purpose
of preparing or issuing an audit report or performing other audit, review or
attest services for the Corporation, and each such independent registered public
accounting firm must report directly to the Committee.
The Committee shall pre-approve all auditing services and permitted
non-audit services (including the fees and terms thereof) to be performed for
the Corporation by its independent registered public accounting firm or other
independent registered public accounting firm, subject to the de minimus
exceptions for non-audit services described in Section 10A(i)(1)(B) of the
Securities Exchange Act of 1934 (the "Exchange Act") that are approved by the
Audit Committee prior to completion of the audit.
The Committee is also appointed by the Board to assist the Board in, among
other things:
1. monitoring the integrity of the financial statements of the
Corporation;
2. requiring that the independent registered public accounting firm
submits on a periodic basis, but at least annually, to the Committee
a formal written statement delineating all relationships between the
independent registered public accounting firm and the Corporation,
consistent with Independence Standards Board Standard 1, and
actively engaging in a dialogue with the independent registered
public accounting firm with respect to any disclosed relationships
or services that may impact the objectivity and independence of the
independent registered public accounting firm and for taking, or
recommending that the Board take, appropriate action to oversee the
independence of the independent registered public accounting firm;
3. requiring that the independent registered public accounting firm
notify the Committee chairperson upon the independent registered
public accounting firm's notification that the Corporation's
financial statements has been selected for review by the Public
Company Accounting Oversight Board (the "PCAOB");
4. establishing procedures for:
a. the receipt, retention, and treatment of complaints by the
listed issuer regarding illegal or unethical conduct,
accounting, internal accounting controls, or auditing matters,
and
b. the confidential, anonymous submission by employees of the
listed issuer of concerns regarding questionable accounting or
auditing matters;
5. making such reports as are required by the Securities and Exchange
Commission (the "SEC");
6. reviewing and approving all related party transactions; and
7. reviewing and assessing the adequacy of this charter, at least
annually.
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Composition
The Audit Committee shall consist of at least three Directors, each of
whom must:
1. be independent under Rule 4200(a)(15);
2. meet the criteria for independence set forth in Section 10A(m)(3) of
the Act and the Rule 10A-3(b)(1) promulgated thereunder;
3. not have participated in the preparation of the financial statements
of the Corporation or any subsidiary of the Corporation at any time
during the past three years; and
4. be able to read and understand financial statements, including a
company's balance sheet, income statement, and cash flow statement.
The members of the Committee shall be appointed by the Board on the
recommendation of the Governance and Compensation Committee and shall serve
until their successors are appointed and qualified. Committee members may be
replaced by the Board. If a Committee Chair is not designated or present, the
members of the Committee may designate a Chair by a majority vote of the
Committee membership. At least one member of the Audit Committee must have past
employment experience in finance or accounting, requisite professional
certification in accounting, or any other comparable experience or background
which results in the individual's financial sophistication, including being or
having been a chief executive officer, chief financial officer or other senior
officer with financial oversight responsibilities.
The Committee may form and delegate authority to subcommittees consisting
of one or more members of the Committee when appropriate, including the
authority to grant pre-approvals of audit and permitted non-audit services,
provided that decisions of such subcommittees to grant pre-approvals shall be
presented to the full Committee at its next scheduled meeting.
Meetings
The Committee shall meet four times per year or more frequently as
circumstances require. The Committee may require any officer or employee of the
Corporation or the Corporation's inside or outside counsel or independent
registered public accounting firm to attend a meeting of the Committee or to
meet with any members of, or consultants to, the Committee. The Committee shall
keep written minutes of its meetings (which may, if needed to protect privilege,
be confidential), and make regular reports to the Board. The Committee may not,
however, knowingly cause the Corporation's counsel to make any disclosure in a
manner that would cause a loss of the attorney-client privilege or a waiver of
the work product doctrine.
Authority
The Committee shall have all authority necessary to carry out its
responsibilities, function, and processes under this charter. The Committee
shall also have the authority to engage independent counsel and other advisers,
as it determines necessary to carry out its duties.
The Corporation will provide appropriate funding, as determined by the
Committee, in its capacity as a committee of the Board, for payment of:
1. compensation to any independent registered public accounting firm
engaged for the purpose of preparing or issuing an audit report or
performing other audit, review or attest services for the
Corporation;
2. compensation to any advisers employed by the Committee pursuant to
authority granted by this charter; and
3. ordinary administrative expenses of the Committee that are necessary
or appropriate in carrying out its duties.
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Processes and Functions
The Committee shall maintain direct lines of communication between itself,
the Board, the independent registered public accounting firm, the internal audit
department, the financial and senior management of the Corporation and legal
counsel. In fulfilling its responsibilities and in the exercise of its
authority, the Committee shall also:
Quarterly
---------
1. Review and discuss with management and the independent registered
public accounting firm the corporation's earnings press releases.
Such review and discussion need not occur in advance of each
earnings announcement.
2. Review and discuss with management and the independent registered
public accounting firm the Corporation's quarterly financial
statements prior to the filing of its Quarterly Report on Form 10-Q
with the SEC, including issues concerning significant adjustments,
management judgments and accounting estimates, significant new
accounting policies and disagreements with management.
3. Meet with management to review the Corporation's major financial
risk exposures and the steps management has taken to monitor and
control such exposures.
4. Review and discuss reports from the independent registered public
accounting firm submitted to the Committee under Section 10A(k) of
the Exchange Act, which reports shall include:
a. all critical accounting policies and practices to be used;
b. all alternative treatments of financial information within
generally accepted accounting principles that have been
discussed with management officials of the issuer,
ramifications of the use of such alternative disclosures and
treatments, and the treatment preferred by the registered
public accounting firm; and
c. other material written communications between the independent
registered public accounting firm and management, such as any
management letter or schedule of unadjusted differences.
5. Review disclosures made to the Committee by the Corporation's Chief
Executive Officer and Chief Financial Officer during their
certification process for the Form 10-K and Form 10-Q about any
significant deficiencies in the design or operation of internal
controls or material weaknesses therein and any fraud involving
management or other employees who have a significant role in the
Corporation's internal control.
Annually
--------
1. Review and discuss the Corporation's annual audited financial
statements with management and the independent registered public
accounting firm, including disclosures made in Management's
Discussion and Analysis of Financial Condition and Results of
Operations, and approve or recommend to the Board for approval
whether the audited financial statements should be included in the
Corporation's Annual Report on Form 10-K.
2. Discuss with management and the independent registered public
accounting firm significant financial reporting issues and judgments
made in connection with the preparation of the Corporation's
financial statements, including issues regarding accounting and
auditing principles and practices as well as the adequacy of
internal controls that could significantly affect the Corporation's
financial statements.
3. Discuss with the independent registered public accounting firm the
matters required to be discussed pursuant to Statement on Auditing
Standards No. 61, Communications With Audit Committees, as amended
("SAS 61"), relating to the conduct of the audit, including the
quality, not just the acceptability, of the Corporation's accounting
principles and underlying estimates in its audited financial
statements.
4. Prepare and review the Audit Committee Report, for inclusion in the
Corporation's annual proxy statement. The Audit Committee Report
shall state whether the Audit Committee has:
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a. reviewed and discussed the audited consolidated financial
statements with management;
b. discussed with the independent registered public accounting
firm the matters required to be discussed by SAS 61, as
amended;
c. has received the written disclosures and statement from the
independent registered public accounting firm required by
Independence Standards Board Standard 1, as amended, and has
discussed with the independent registered public accounting
firm the independence of the independent registered public
accounting firm; and
d. has recommended to the Board of Directors, based on the
Committee's review and discussion of items a. through c.
above, that the Corporation's consolidated financial
statements be included in the Annual Report on Form 10-K for
the last fiscal year for filing with the SEC.
5. Review as required legal and regulatory matters including reports
received from regulators that may have a material impact on the
Corporation's financial statements.
6. Meet with the independent registered public accounting firm and
management of the Corporation prior to the conduct of the annual
financial statement audit to review the scope of the proposed audit
for the current year.
7. Establish policies for the Corporation's hiring of employees or
former employees of the independent registered public accounting
firm who participated in any capacity in the audit of the
Corporation.
8. Review annually the internal audit department of the Corporation
including the independence and authority of its reporting
obligations, the proposed plans of audit, and the coordination of
such plans with the independent registered public accounting firm
and the Corporation's accounting and financial human resources.
9. Review with the independent registered public accounting firm, the
internal audit department, and financial and accounting personnel,
the adequacy and effectiveness of the accounting and financial
controls of the Corporation, any recommendations for the improvement
of such internal controls or particular areas where new or
additional controls or procedures are desirable.
10. Receive prior to each Committee meeting, a summary of findings from
completed internal audits and a progress report on the approved
internal audit plan, with explanations for any deviations from the
original plan.
11. Provide sufficient opportunity for the internal audit department and
the independent registered public accounting firm to meet with the
members of the Committee without members of management present.
12. Obtain from the independent registered public accounting firm
assurances that Section 10A(b) of the Exchange Act, regarding
illegal acts, whether perceived to have a material effect on the
Corporation's financial statements or not, has not been implicated.
13. Advise the Board with respect to the Corporation's policies and
procedures regarding compliance with applicable laws and regulations
and with the Corporation's Code of Ethics.
14. Review and reassess the adequacy of this Committee's charter on an
annual basis and recommend proposed changes to the Board of
Directors for approval.
15. Review such other matters in relation to the financial affairs of
the Corporation and its internal and external audits as the Board of
Directors or the Committee considers appropriate.
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[X] PLEASE MARK VOTES REVOCABLE PROXY
AS IN THIS EXAMPLE OAK HILL FINANCIAL, INC.
ANNUAL MEETING OF SHAREHOLDERS
APRIL 12, 2005
The undersigned hereby appoints Ron J. Copher and David G. Ratz with full
power of substitution, to act as attorneys and proxies for the undersigned to
vote all shares of common stock of the Corporation which the undersigned is
entitled to vote at the Annual Meeting of Shareholders (the "Meeting"), to be
held on April 12, 2005 at the Ohio State University Extension South District
Office, 17 Standpipe Road, Jackson, Ohio at 1:00 p.m., local time, and at any
adjournments thereof, as follows:
With- For All
For hold Except
1. The election as directors of all nominees listed [_] [_] [_]
below:
R. E. Coffman, Jr., John D. Kidd, D. Brue Knox, Neil S. Strawser
INSTRUCTION:To withhold authority to vote for any individual nominee, mark "For
All Except"and write that nominee's name in the space provided below.
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For Against Abstain
2. The ratification of the appointment of Grant [_] [_] [_]
Thornton LLP as independent registered public
accounting firm of the Corporation for the fiscal
year ending December 31, 2005.
In their discretion, the proxies are authorized to vote on any other
business that may properly come before the Meeting or any adjournment thereof.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH
OF THE LISTED PROPOSALS.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE
SPECIFIED, THIS PROXY WILL BE VOTED FOR THE PROPOSALS STATED. IF ANY OTHER
BUSINESS IS PRESENTED AT SUCH MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED
IN THIS PROXY IN THEIR BEST JUDGEMENT. AT THE PRESENT TIME, THE BOARD OF
DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE MEETING.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS.
Should the undersigned be present to vote at the Meeting or at any
adjournment thereof, and after notification to the Secretary of the Corporation
at the Meeting of the shareholder's decision to terminate this Proxy, then the
power of such attorneys and proxies shall be deemed terminated and of no further
force and effect.
------------------------
Please be sure to sign and date | Date |
this Proxy in the box below. | |
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| |
| |
- -----------Stockholder sign above----------Co-holder (if any) sign above-------
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Detach above card, date, sign and mail in postage-prepaid envelope provided.
OAK HILL FINANCIAL, INC.
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The above signed acknowledges receipt from the Corporation, prior to the
execution of this Proxy, of Notice of the Annual Meeting, a Proxy Statement
dated March 18, 2005, and the Corporation's Annual Report to Shareholders for
the fiscal year ended December 31, 2004.
Please sign exactly as your name appears on this card. When shares are
held by joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or other authorized
officer. If a partnership, please sign in partnership name by authorized person.
PLEASE ACT PROMPTLY
SIGN, DATE &MAIL YOUR PROXY CARD TODAY
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HAS YOUR ADDRESS CHANGED?
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