UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
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14a-6(e)(2))
|X| Definitive Proxy Statement
|_| Definitive Additional Materials
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City National Bancshares Corporation
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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)
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CITY NATIONAL BANCSHARES CORPORATION
900 Broad Street
Newark, New Jersey 07102
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be held on Thursday, May 18, 2006
Notice is hereby given that the Annual Meeting of Stockholders of City National
Bancshares Corporation (the "Corporation") will be held at City National Bank of
New Jersey located at 900 Broad Street, Newark, New Jersey, on Thursday, May 18,
2006, at 6:00 p.m. for the following purposes:
1. To elect one (1) director for a term of three (3) years or
until his successor is elected and qualified; and
2. To ratify the appointment of KPMG LLP as the Corporation's
registered independent public accountants for the fiscal year
ending December 31, 2006.
Stockholders of record at the close of business on April 7, 2006 are entitled to
notice of and to vote at the meeting.
The Corporation's Proxy Statement and its 2005 Annual Report to Stockholders
accompany this Notice.
ALL STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING. IT IS IMPORTANT
THAT YOUR SHARES ARE REPRESENTED AT THE MEETING. ACCORDINGLY, PLEASE SIGN, DATE
AND MAIL THE ENCLOSED PROXY IN THE ENCLOSED POSTAGE-PAID ENVELOPE, WHETHER OR
NOT YOU PLAN TO ATTEND THE MEETING. IF YOU DO ATTEND THE MEETING, YOU MAY REVOKE
YOUR PROXY AND VOTE YOUR SHARES IN PERSON.
By order of the Board of Directors
/s/ Lemar C. Whigham
Lemar C. Whigham
Secretary
Newark, New Jersey
March 24, 2006
CITY NATIONAL BANCSHARES CORPORATION
900 Broad Street
Newark, New Jersey 07102
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 18, 2006
Introduction
The enclosed proxy is solicited by and on behalf of the Board of Directors of
City National Bancshares Corporation (the "Corporation") for use at the Annual
Meeting of Stockholders to be held on Thursday, May 18, 2006, at 6:00 p.m., at
City National Bank of New Jersey located at 900 Broad Street, Newark, New Jersey
or at any adjournment thereof.
Voting and Revocability of Proxy
The enclosed proxy is for use at the meeting if you do not attend the meeting,
or if you wish to vote your shares by proxy even if you attend the meeting. You
may revoke your proxy anytime before its exercise by (i) giving written notice
to the Secretary of the Corporation, (ii) submitting a proxy having a later
date, or (iii) appearing at the meeting and requesting to vote in person. Where
a choice or abstention is specified in the form of proxy with respect to a
matter being voted upon, the shares represented by proxy will be voted in
accordance with such specification. If a proxy is signed but no specification is
given, the shares will be voted for the director nominees named herein and in
favor of the other proposal described below.
This Proxy Statement and the enclosed proxy and 2005 Annual Report to
Stockholders are being first mailed to our stockholders on or about April 28,
2006. The Corporation will bear the cost of preparing this Proxy Statement and
of soliciting proxies in the enclosed form. Proxies may be solicited by our
employees, either personally, by letter or by telephone. Such employees will not
be specifically compensated for soliciting said proxies.
Only holders of record of the Corporation's common stock at the close of
business on April 7, 2006 (the "Record Date"), are entitled to notice of, and to
vote at, the meeting. At the close of business on the Record Date, there were
outstanding and entitled to vote, 133,615 shares of common stock, each of which
is entitled to one vote. The presence in person or by proxy of a majority of the
outstanding shares of common stock will constitute a quorum for the purposes of
the meeting.
For purposes of counting votes, abstentions and broker non-votes (i.e., shares
held by brokers that they can't vote because they haven't received voting
instructions from their customers with respect to matters voted on) will be
treated as shares that are present and entitled to vote for purposes of
determining the presence of a quorum. For purposes of determining the votes cast
on any matter at the meeting, only "FOR" and "AGAINST" votes are included.
The Corporation will reimburse brokerage firms and other custodians, nominees
and fiduciaries for their expense incurred in sending proxies and proxy
materials to beneficial owners of the Corporation's common stock.
BENEFICIAL OWNERSHIP OF COMMON STOCK
The following table sets forth certain information with respect to each person
known to the Corporation to be a beneficial owner of more than 5% of the
Corporation's common stock as of April 7, 2006. This information is based on
Schedule 13D reports filed with the Securities and Exchange Commission ("SEC")
by each of the persons or entities listed below. If you wish, you may obtain
these reports from the SEC.
Number of Shares Percentage of Total
Name Beneficially Owned Shares Outstanding
- ---- ------------------ ------------------
Louis E. Prezeau 22,738(1) 17.00%
Lemar C. Whigham 9,624(2) 7.20%
Carolyn M. Whigham 8,495 6.36%
Eugene Giscombe 10,580(3) 7.92%
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(1) Includes 2,375 shares held by his sons, 110 shares held by his daughter and
1,402 shares held by his wife.
(2) Includes 1,064 shares held by his wife.
(3) Includes 780 shares held by his wife.
2
PROPOSAL 1
ELECTION OF DIRECTORS
The Board of Directors of the Corporation is divided into three classes of
approximately equal size. Directors are elected for three-year terms on a
staggered basis, so that the term of office of one class will expire each year
at the annual meeting of stockholders when a successor is elected and qualified
and terms of office of the other classes will extend for additional periods of
one and two years, respectively.
Voting Procedures
Directors are elected by a plurality of votes cast. Shares cannot be voted for a
greater number of persons than the number of nominees named herein. Should any
nominee be unavailable for election by reason of death or other unexpected
occurrence, the enclosed proxy, to the extent permitted by applicable law, may
be voted with discretionary authority in connection with the nomination by the
Board and the election of any substitute nominee. PROXIES, UNLESS INDICATED TO
THE CONTRARY, WILL BE VOTED "FOR" THE ELECTION OF THE NOMINEES NAMED BELOW TO
SERVE FOR A THREE (3) YEAR TERM EXPIRING AT THE 2007 ANNUAL MEETING OF
STOCKHOLDERS.
H. O'Neil Williams, currently serving as a director of the Corporation, is being
nominated to serve as director with a term expiring at the 2009 Annual Meeting
of Stockholders and until his respective successor is duly elected and
qualified.
Information is presented below as of March 24, 2006 business experience, the
number of shares of the Corporation beneficially owned and the period during
which each director has served on the Board of Directors of the Corporation and
the Board of Directors of City National Bank of New Jersey (the "Bank"), as well
as the number of shares of such common stock beneficially owned by all directors
and executive officers as a group.
Number of
Shares Percentage of
Director Term Beneficially Total Shares
Name of Director Age Since Ends Business Experience Owned Outstanding
- ---------------- --- ----- ---- ------------------- ----- -----------
Douglas E. Anderson 56 1989 2008 Retired Executive Vice President, JPMorgan 929(1) *
Chase Bank
Barbara Bell Coleman 55 1995 2007 President, BBC Associates, L.L.C. 1,177 *
(consulting services)
Eugene Giscombe 65 1991 2008 President, Giscombe Henderson, Inc. 10,580(2) 7.92%
(property management firm) President, 103
East 125th Street Corporation (property
holding company)
Louis E. Prezeau 63 1989 2008 President and Chief Executive Officer, 22,738(3) 17.00%
City National Bank of New Jersey and City
National Bancshares Corporation
Lemar C. Whigham 62 1989 2007 President, L & W Enterprises (vending 9,624(4) 7.20%
machine operations)
H. O'Neil Williams 59 2005 2006 Managing Partner, Mitchell & Titus, LLP
(CPA firm) 210 *
Directors and executive 52,072 38.57%
officers as a group (10
persons)
(1) Includes 664 shares held by his sons.
(2) Includes 780 shares held by his wife
(3) Includes 2,375 shares held by his sons, 110 shares held by his daughter and
1,402 shares held by his wife
(4) Includes 1,064 shares held by his wife.
* Less than 1%
Meetings of the Board of Directors and Committees
During 2005, the Board of Directors held fourteen meetings. A quorum was present
at all meetings. No director except for H. O'Neil Williams, who attended 66.7%
of the meetings he was eligible to attend, attended fewer than 75% of the
meetings held by the Board and committees of which such director was a member.
All directors of the Corporation are also directors of the Bank. Regular
meetings of the Corporation's and the Bank's Boards of Directors are held
monthly. Additional meetings are held when deemed necessary. In addition to
meeting as a group to review the Corporation's business, certain members of the
Board also serve on certain standing committees of the Bank's Board of
Directors. These committees, which are described below, serve similar functions
for the Corporation.
3
The Audit and Examining Committee reviews significant auditing and accounting
matters, the adequacy of the system of internal controls and examination reports
of the internal auditor, regulatory agencies and independent public accountants.
Messrs. Anderson, Giscombe, Whigham and Williams currently serve as members of
the Committee. Mr. Lemar Whigham serves as Chairperson of the Committee. The
Committee met four times during 2005. See additional Audit and Examining
Committee disclosure under "Additional Information Regarding Directors and
Officers".
The Loan and Discount Committee reviews all loan policy changes and requests for
policy exceptions and loans approved by management. Messrs. Anderson, Giscombe,
Jeffries, Prezeau, Whigham and Williams and Ms. Coleman currently serve as
members of the Committee. Mr. Anderson serves as Chairperson of the Committee.
The Committee met 10 times during 2005.
The Investment Committee reviews overall interest rate risk management and all
investment policy changes, along with purchases and sales of investments.
Messrs. Anderson, Giscombe, Prezeau and Whigham currently serve as members of
the Committee. Mr. Prezeau serves as Chairperson of the Committee. The Committee
met four times during 2005.
The Personnel/Director and Management Review Committee deals in broad terms with
personnel matters and reviews director and officer compensation. Messrs.
Giscombe, Prezeau, Whigham and Ms. Coleman currently serve as members of the
Committee. Ms. Coleman serves as Chairperson of the Committee. The Committee met
once during 2005.
The Building and Grounds Committee considers branch expansion and matters
concerning Bank premises. Messrs. Giscombe, Prezeau and Whigham currently serve
as members of the Committee. Mr. Giscombe serves as Chairperson of the
Committee. The Committee did not meet during 2005.
The Marketing Committee oversees the Bank's marketing plan and strategies. Ms.
Coleman and Messrs. Anderson, Giscombe, Prezeau and Whigham currently serve as
members of the Committee. Ms. Coleman serves as Chairperson of the Committee.
The Committee held three meetings during 2005.
Director Compensation
Each director of the Corporation receives an annual retainer of $3,500 and a
$500 fee for each board meeting attended except for the chairperson, who
receives $650, and the secretary, who receives $600. Committee chairpersons
receive $300 for each meeting attended other than the chairperson of the Loan
and Discount Committee, who receives $350 per meeting. Other committee members
receive $250 for each meeting attended, except for Audit Committee members, who
receive $275 for each meeting attended.
Director Retirement Plan
Effective January 1, 1997, the Corporation instituted a director retirement
plan. Under this plan, a director who attains the age of at least 65 and has
completed five years of service on the Board, shall receive an annual benefit
equal to 50% of the aggregate amount of the director's fees paid to such
director during the then last full fiscal year of the Corporation (the "normal
retirement benefit"). This annual benefit is to be paid each year for ten years
beginning on the date the director retires from service on the Board. If the
director ceases service on the Board prior to attaining the age of 65 but after
completing at least five years of service on the Board, the director shall
receive an annual benefit equal to the normal retirement benefit payable over
the same period of time multiplied by a fraction the numerator of which is the
director's years of service prior to termination of employment and the
denominator of which is the years of service the director would have had the
director remained employed until age 65.
Upon a change in control of the Corporation (as defined) followed by a
termination of the director's status as a member of the Board for any reason or
a failure for whatever reason for the director to be nominated and elected to an
immediately succeeding term, the director shall receive a benefit equal to the
present value (discounted at the rate of 4%) of a theoretical series of 120
monthly payments, with each payment equal to 1/12 of the normal retirement
benefit without regard as to whether the director otherwise qualified for the
normal retirement benefit.
If a director dies while in active service on the Board, the designated
beneficiary of such director shall receive the greater of (a) that part of the
normal retirement benefit accrued by the Corporation for such director as of the
date of such director's death (determined based on the formula described above),
and (b) a projected retirement benefit calculated in January 1997 based on the
director's age and assumed increases in director's fees prior to such director
attaining the age of 65. This death benefit is payable to the beneficiary in
monthly installments over ten years.
The Corporation may amend or terminate this plan at any time prior to
termination of service by the director, provided that all benefits accrued by
the Corporation as of the date of such termination or amendment shall be fully
vested; and, provided further, that the plan may not be amended or terminated
after a change of control (as defined) unless the director consents thereto.
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The Board recommends that you vote "FOR" the election of the one (1) nominee for
director.
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4
THE EXECUTIVE OFFICERS
Listed below is certain information concerning the current executive officers of
the Corporation.
In Office
Name Age Since Office And Business Experience
- ---- --- ----- ------------------------------
Louis E. Prezeau 63 1989 President and Chief Executive Officer, City National Bancshares Corporation
and City National Bank of New Jersey
Stanley Weeks 49 1994 Executive Vice President and Chief Credit Officer, City National Bank of
New Jersey; 1984-1994, Vice President, First Fidelity Bank, N.A.
Edward R. Wright 60 1994 Senior Vice President and Chief Financial Officer, City National Bancshares
Corporation and City National Bank of New Jersey; 1978-1994, Executive Vice
President and Chief Financial Officer, Rock Financial Corporation
Veronica T. Gilbert 46 1999 Senior Vice President, City National Bank of New Jersey; 1987-1999 National
Bank Examiner and Field Officer Analyst, Office of the Comptroller of the
Currency
Raul Oseguera 40 1990 Senior Vice President, City National Bank of New Jersey, Vice President,
City National Bank of New Jersey, 1990-2005
Summary Compensation Table
The following table summarizes compensation for services to the Corporation and
the Bank for the years ended December 31, 2005, 2004 and 2003 paid to the Chief
Executive Officer and to the other executive officers of the Corporation and the
Bank.
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Annual Compensation Long-Term Compensation
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Awards:
Securities Payouts:
Name and Other Annual Underlying All Other
Principal Position Year Salary Bonus Compensation(1) Options Compensation
- -----------------------------------------------------------------------------------------------------------------------
Louis E. Prezeau 2005 $208,080 $ 77,500 $ 25,997(2) $ - $175,327(6)
President and Chief Executive Officer, 2004 204,000 67,500 26,543(2) - 132,407(6)
City National Bancshares Corporation 2003 195,000 79,012 17,288(2) - 110,400(6)
and City National Bank of New Jersey
- -----------------------------------------------------------------------------------------------------------------------
Stanley M. Weeks 2005 $132,000 $ 14,960 $ 7,719(3) $ - $ 15,213(7)
Senior Vice President and Chief Credit 2004 122,000 23,672 7,860(3) - 10,984(7)
Officer, City National Bank of New 2003 120,000 15,600 8,212(3) - 9,817(7)
Jersey
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Edward R. Wright 2005 $118,000 $ 11,540 $ 9,132(4) $ - $ 39,696(7)
Chief Financial Officer, City National 2004 110,000 13,305 9,298(4) - 29,109(7)
Bancshares Corporation and City 2003 108,500 12,240 9,737(4) - 25,279(7)
National Bank of New Jersey
- -----------------------------------------------------------------------------------------------------------------------
Veronica T. Gilbert 2005 $112,000 $ 8,860 $ 7,716(5) $ - $ 10,425(7)
Senior Vice President, City National 2004 107,000 9,228 8,142(5) - 7,098(7)
Bank of New Jersey 2003 105,000 7,650 6,349(5) - 7,028(7)
- -----------------------------------------------------------------------------------------------------------------------
Raul Oseguera 2005 $95,000 $ 9,350 $ 4,271(8) $ - $ -
Senior Vice President, City National 2004 89,000 14,640 2,802(8) - -
of Bank New Jersey 2003 85,000 10,050 2,945(8) - -
- -----------------------------------------------------------------------------------------------------------------------
(1) Perquisites and other personal benefits paid to any named executive officer
did not exceed the lesser of $50,000 or 10% of the annual salary and bonus
reported in the table for that individual and are, therefore, not
presented.
(2) Includes payments made under the Corporation's profit sharing plan of
$4,797, $5,343, and $5,288, in 2005, 2004 and 2003, respectively, and
insurance premiums paid on a life insurance policy on the life of Mr.
Prezeau of $3,200, 3,200 and $3,200, in 2005, 2004 and 2003, respectively
and reimbursement for nonaccountable expenses of $18,000, $18,000 and
$12,000 in 2005, 2004 and 2003, respectively.
(3) Includes payments made under the Corporation's profit sharing plan of
$2,919, $3,060, and $3,412, respectively, and automobile allowance payments
of $4,800 in 2005, 2004 and 2003, respectively.
(4) Includes payments made under the Corporation's profit sharing plan of
$3,132, $3,298, and $3,737, respectively and automobile allowance payments
of $6,000 in 2005, 2004 and 2003, respectively.
(5) Includes payments made under the Corporation's profit sharing plan of
$2,916, $3,342, and $1,549, in 2005, 2004 and 2003 respectively and
automobile allowance payments of $4,800 in 2005, 2004 and 2003,
respectively.
(6) These amounts represent the accrual of benefits under the Director
Retirement Plan and Salary Continuation Plan.
5
(7) These amounts represent the accrual of benefits under the Salary
Continuation Plan.
(8) Includes payments made under the Corporation's profit sharing plan of
$2,521, $2,802, and $2,945, in 2005, 2004 and 2003 respectively.
Prezeau Employment Agreement
In May, 2003 the Bank and the Corporation renewed an employment agreement with
Mr. Prezeau to serve as the President and Chief Executive Officer of both
entities. The agreement is for a term of three years. Under the agreement, Mr.
Prezeau is to receive an annual bonus salary of $200,000 increased by 2%
annually, and subject to increases in the second and third year of the agreement
at the discretion of the Board. Additionally, Mr. Prezeau is to receive an
annual performance bonus equal to:
10% of the amount of earnings, as defined, of the Corporation for each
year that exceed 10% but are less than 15% of the amount of the
Corporation's common stockholders' equity, plus;
20% of the amount of earnings, as defined, of the Corporation for such
year that exceed 15% of the amount of the Corporation's common
stockholders' equity.
The performance bonus shall be paid in cash or common stock of the Corporation,
at the election of Mr. Prezeau.
Under the agreement, Mr. Prezeau may be granted an option to purchase an
undetermined amount of the Corporation's common stock at a price to be
determined at the time the option is granted. If the Corporation and the Bank do
not offer to renew the agreement upon its termination under terms satisfactory
to Mr. Prezeau, or if the Corporation or the Bank terminates Mr. Prezeau's
employment without cause (as defined), then Mr. Prezeau shall receive a lump sum
amount equal to his then current base salary and a limited continuation of his
life and health insurance coverage. If Mr. Prezeau terminates his employment due
to a change in control of the Corporation (as defined), or if the Bank or the
Corporation fail to comply with their obligations under the agreement or upon
the failure of the stockholders of the Corporation to elect Mr. Prezeau as a
director, Mr. Prezeau shall be entitled to receive liquidated damages and full
satisfaction of claims he may have under the agreement. Mr. Prezeau is also
entitled to fringe, medical, health and life insurance benefits, including life
insurance for an amount of up to three times his base salary then in effect and
the use of an automobile.
Finally, Mr. Prezeau is entitled to reimbursement for all reasonable expenses
incurred during the performance of his obligations under the agreement, along
with an annual nonaccountable expense allowance of $18,000 per year.
Salary Continuation Plan
Effective in January 1997, the Corporation and the Bank adopted a Salary
Continuation Plan (the "Plan") to encourage selected executive officers to
remain as employees of the Corporation by agreeing to pay salary continuation
benefits to each such executive. Specifically, if the executive's employment
with the Corporation is terminated for whatever reason (other than death) after
he attains the age of 65, the executive will receive an annual benefit equal to
40% of the annual base salary received by the executive during the last complete
fiscal year of his or her service as an employee (the "normal retirement
benefit") except in the case of Mr. Prezeau, who will receive 60%. Such benefit
shall be payable to the executive in equal monthly installments over 15 years.
If the executive's employment with the Corporation is terminated for any reason
(other than death) prior to the executive attaining the age of 65, the executive
shall receive the same benefit payable over the same period of time multiplied
by a fraction the numerator of which is the executive's years of service prior
to termination of employment and the denominator of which is the years of
service the executive would have had had the executive's employment terminated
when he was 65.
Upon a change of control of the Corporation (as defined) followed at any time
during the succeeding 12 months by a cessation in the executive's employment for
reasons other than death, disability or retirement, the executive shall receive
a lump sum payment equal to the present value (discounted at the rate of 7.5%)
of the stream of payments the executive would have received had he qualified for
the normal retirement benefit. If the executive dies while in active service to
the Corporation, the beneficiary of the executive will receive an amount equal
to the greater of that part of the normal retirement benefit accrued by the
Corporation for the executive as of the date of the executive's death or the
projected retirement benefit calculated in January 1997 based on the executive's
age and other assumptions regarding increases in base salary. This death benefit
is payable to the beneficiary in equal monthly installments over 15 years.
As of December 31, 2005, the Corporation had accrued director retirement plan
and accrued salary continuation benefits for Mr. Prezeau of $42,082 and $786,656
respectively.
Life Insurance Plan
The Bank has a plan which provides its executive officers with certain life
insurance benefits. Under the plan, the Bank has purchased life insurance
policies on the lives of each executive and has agreed to provide the designated
beneficiary of each executive with death benefits equal to the lesser of (i) two
times such executive's annual base salary most recent to his death and (ii) the
excess of the total death proceeds under the policy over the cash surrender
value of such policy on the date of death.
6
ADDITIONAL INFORMATION REGARDING DIRECTORS AND OFFICERS
Information about the Corporation's Audit and Examining Committee The members of
the Audit and Examining Committee are considered to be independent under the
definition of independence contained in Rule 42005(a) of the listing standards
of the National Association of Securities Dealers. All the members of the Audit
Committee are considered financially literate, defined as being able to read and
understand fundamental financial statements. H. O'Neil Williams, who is managing
partner of a CPA firm and is also a certified public accountant has been
designated as a financial expert. In 2002, the Audit and Examining Committee
adopted a written Audit Committee Charter, which defines the responsibilities
and obligations of the Audit and Examining Committee. A copy of the Charter was
attached as an exhibit to the Corporation's Proxy Statement for the 2002 Annual
Meeting.
Report of the Audit Committee
In connection with the December 31, 2005 financial statements, the Audit
Committee: (1) reviewed and discussed the audited financial statements with
management; (2) discussed with the independent public accountants the matters
required by Statement on Auditing Standards No. 61, Communications with Audit
Committees, as amended, by the Auditing Standards Board of the American
Institute of Certified Public Accountants and (3) received and discussed with
the independent auditors the matters required by Independence Standards Board
Statement No. 1, Independence Discussions with Audit Committee, as amended, by
the Independence Standards Board.
Based upon these reviews and discussions, the Audit Committee recommended to the
Board of Directors that the audited financial statements be included in the
Annual Report on Form 10-K filed with the Securities Exchange Committee.
Eugene Giscombe
Lemar Whigham
Transactions with Management
Certain directors of the Corporation had loans with the Bank in 2005. These
loans were on substantially the same terms including interest rates and
collateral, as those prevailing at the time for comparable loans with others and
did not involve more than the normal risk of collectibility or present other
unfavorable features. The Bank may have similar transactions in the future.
Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the
Securities Exchange Act of 1934, as amended, requires Corporation's executive
officers and directors, and any persons owning ten percent or more of
Corporation's common stock, to file in their personal capacities initial
statements of beneficial ownership, statements of changes in beneficial
ownership and annual statements of beneficial ownership with the SEC. The rules
of the SEC regarding the filing of such statements require that late filings of
such statements be disclosed in the proxy statement. Based solely on a review of
the copies of Forms 3, 4 and 5, and amendments thereto furnished to the
Corporation during the year ended December 31, 2005 the Corporation believes
that no director, executive officer or greater than ten percent shareholder
failed to file on a timely basis the reports required by Section 16(a) of the
Securities Exchange Act of 1934, as amended, during, or with respect to the year
ended December 31, 2005, except for a Form 3 for Humphrey O'Neil Williams.
7
PROPOSAL 2
APPOINTMENT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
The accounting firm of KPMG, LLP served as the independent public accountants
for the Corporation for the year ended December 31, 2005. Services provided
included the examination of the consolidated financial statements and
preparation of the tax returns.
The Board has appointed KPMG, LLP as the independent public accountants for the
Corporation and the Bank for 2006. Stockholder ratification of the appointment
is not required under the laws of the State of New Jersey, but the Board has
decided to ascertain the position of the stockholders on the appointment. The
Board may reconsider the appointment if it is not ratified. The affirmative vote
of a majority of the shares voted at the meeting is required for ratification.
Representatives of KPMG, LLP are expected to be present at the meeting and will
be allowed to make a statement if they so desire. Additionally, they will be
available to respond to appropriate questions from stockholders during the
meeting.
The Corporation incurred the following fees for services provided by KPMG, LLP:
2005 2004
-------- --------
Audit fees $119,500 $ 97,500
Tax service fees 39,300 18,300
-------- --------
$158,800 $115,000
-------- --------
- --------------------------------------------------------------------------------
The Board recommends that you vote "FOR" ratification of the Section of KPMG LLP
as independent public accountants for 2006.
- --------------------------------------------------------------------------------
STOCKHOLDER PROPOSALS
Stockholders who intend to present proposals at the 2007 Annual Meeting of
Stockholders must present a written proposal to the Corporation by December 22,
2006, for inclusion in the Corporation's proxy statement.
OTHER MATTERS
Management knows of no other business scheduled for consideration at the
meeting. Should any matter properly come before the meeting or any adjournment
thereof, it is intended that proxies will vote in accordance with their best
judgment.
By order of the Board of Directors
/s/ Lemar C. Whigham
Lemar C. Whigham
Secretary
March 27, 2006
8
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
REVOCABLE PROXY
CITY NATIONAL BANCSHARES CORPORATION
PROXY SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS FOR THE ANNUAL MEETING OF
STOCKHOLDERS ON MAY 18, 2006
The undersigned hereby appoints Edward R. Wright and Stanley Weeks, and
each of them, as the undersigned's true and lawful agents and proxies with full
power of substitution in each, to represent the undersigned at the Annual
Meeting of Stockholders of CITY NATIONAL BANCSHARES CORPORATION to be held at
the Corporation's headquarters located at 900 Broad Street, Newark, New Jersey
on Thursday, May 18, 2006 at 6:00 p.m., and at any adjournments thereof, on all
matters coming before such meeting.
With- For All
For hold Except
1. The election of one director listed (except as [_] [_] [_]
marked to the contrary below):
H. O'Neil Williams
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 KPMG LLP as [_] [_] [_]
the Corporation's indepenent registered auditors
for the fiscal year ending December 31, 2006.
In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting or any postponement or
adjournment thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND WILL BE
VOTED IN ACCORDANCE WITH THE SPECIFICATIONS APPEARING ON THIS CARD. IF A CHOICE
IS NOT INDICATED WITH RESPECT TO ITEMS 1 OR 2. THIS PROXY WILL BE VOTED "FOR"
SUCH ITEM. THE PROXIES WILL USE THEIR DISCRETION WITH RESPECT TO ANY OTHER
MATTER PROPERLY BROUGHT BEFORE THE MEETING OR ANY POSTPONEMENT OR ADJOURNMENT
THEREOF. THIS PROXY IS REVOCABLE AT ANY TIME BEFORE IT IS EXERCISED.
Receipt herewith of the Company's Annual Report and notice of meeting and
proxy statement dated March 24, 2006 is hereby acknowledged.
Joint owners must EACH sign. Please sign EXACTLY as your name(s) appear(s)
on this card. When signing as attorney, executor, administrator, trustee,
guardian, partner, or corporate officer please give FULL title.
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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, sign, date and mail in postage paid envelope provided.
CITY NATIONAL BANCSHARES CORPORATION
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PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
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IF YOUR ADDRESS HAS CHANGED, PLEASE CORRECT THE ADDRESS IN THE SPACE PROVIDED
BELOW AND RETURN THIS PORTION WITH THE PROXY IN THE ENVELOPE PROVIDED.
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