SCHEDULE 14-A INFORMATION
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
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
Pocahontas Bancorp, Inc.
------------------------
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
.......................................................................
2) Aggregate number of securities to which transaction applies:
.......................................................................
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
.......................................................................
4) Proposed maximum aggregate value of transaction:
.......................................................................
[ ] 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:
[POCAHONTAS BANCORP, INC. LOGO]
January 5, 2006
Dear Stockholder:
We cordially invite you to attend the Annual Meeting of Stockholders of
Pocahontas Bancorp, Inc. (the "Company"). The Annual Meeting will be held at The
Jonesboro Country Club, 1408 E. Nettleton Avenue, Jonesboro, Arkansas, at 2:00
p.m. (Arkansas time) on February 8, 2006.
The business to be conducted at the Annual Meeting includes the election of
three directors to the Board of Directors of the Company.
The Board of Directors of the Company has determined that the matter to be
considered at the Annual Meeting is in the best interest of the Company and its
stockholders. The Board of Directors unanimously recommends a vote "FOR" the
election of the nominees for director.
On behalf of the Board of Directors, we urge you to sign, date and return the
enclosed proxy card as soon as possible even if you currently plan to attend the
Annual Meeting. This will not prevent you from voting in person, but will assure
that your vote is counted if you are unable to attend the Annual Meeting.
Sincerely,
/s/ Dwayne Powell
Dwayne Powell
President and Chief Executive Officer
POCAHONTAS BANCORP, INC.
1700 East Highland Drive
Jonesboro, Arkansas 72401
(870) 802-1700
NOTICE OF
ANNUAL MEETING OF STOCKHOLDERS
To Be Held on February 8, 2006
Notice is hereby given that the Annual Meeting of Stockholders of
Pocahontas Bancorp, Inc. (the "Company") will be held at The Jonesboro Country
Club, 1408 E. Nettleton Avenue, Jonesboro, Arkansas, on February 8, 2006 at 2:00
p.m. Arkansas time.
A Proxy Card and a Proxy Statement for the Meeting are enclosed.
The Meeting is for the purpose of considering and acting upon the election
of three directors to the Board of Directors of the Company, and such other
matters as may properly come before the Meeting, or any adjournments thereof.
The Board of Directors is not aware of any other business to come before the
Meeting.
Any action may be taken on the foregoing proposal at the Meeting on the
date specified above, or on any date or dates to which the Meeting may be
adjourned. Stockholders of record at the close of business on December 20, 2005
are the stockholders entitled to vote at the Meeting, and any adjournments
thereof. A list of stockholders entitled to vote at the Meeting will be
available at the Company's main office located at 1700 East Highland Drive,
Jonesboro, Arkansas for a period of ten days prior to the Annual Meeting and
will also be available for inspection at the Annual Meeting.
EACH STOCKHOLDER, WHETHER HE OR SHE PLANS TO ATTEND THE MEETING, IS
REQUESTED TO SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD WITHOUT DELAY IN THE
ENCLOSED POSTAGE-PAID ENVELOPE. ANY PROXY GIVEN BY THE STOCKHOLDER MAY BE
REVOKED AT ANY TIME BEFORE IT IS EXERCISED. A PROXY MAY BE REVOKED BY FILING
WITH THE SECRETARY OF THE COMPANY A WRITTEN REVOCATION OR A DULY EXECUTED PROXY
BEARING A LATER DATE. ANY STOCKHOLDER PRESENT AT THE MEETING MAY REVOKE HIS OR
HER PROXY AND VOTE PERSONALLY ON EACH MATTER BROUGHT BEFORE THE MEETING.
HOWEVER, IF YOU ARE A STOCKHOLDER WHOSE SHARES ARE NOT REGISTERED IN YOUR OWN
NAME, YOU WILL NEED ADDITIONAL DOCUMENTATION FROM YOUR RECORD HOLDER TO VOTE
PERSONALLY AT THE MEETING.
By Order of the Board of Directors
/s/ James A. Edington
James A. Edington
Secretary
Jonesboro, Arkansas
January 5, 2006
- --------------------------------------------------------------------------------
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES TO ENSURE A QUORUM AT THE MEETING. A SELF-ADDRESSED
ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED
WITHIN THE UNITED STATES.
- --------------------------------------------------------------------------------
PROXY STATEMENT
POCAHONTAS BANCORP, INC.
1700 East Highland Drive
Jonesboro, Arkansas 72401
(870) 802-1700
ANNUAL MEETING OF STOCKHOLDERS
February 8, 2006
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of Pocahontas Bancorp, Inc. (the
"Company") to be used at the Annual Meeting of Stockholders of Pocahontas
Bancorp, Inc. (the "Meeting"), which will be held at The Jonesboro Country Club,
1408 E. Nettleton Avenue, Jonesboro, Arkansas, on February 8, 2006, at 2:00
p.m., Arkansas Time, and all adjournments of the Meeting. The accompanying
Notice of Annual Meeting of Stockholders and this Proxy Statement are first
being mailed to stockholders on or about January 5, 2006.
REVOCATION OF PROXIES
Stockholders who execute proxies in the form solicited hereby retain the
right to revoke them in the manner described below. Unless so revoked, the
shares represented by such proxies will be voted at the Meeting and all
adjournments thereof. Proxies solicited on behalf of the Board of Directors of
the Company will be voted in accordance with the directions given thereon.
Please sign and return your proxy to the Company in order for your vote to be
counted. Proxies that are signed, but contain no instructions for voting, will
be voted "FOR" the proposal set forth in this Proxy Statement for consideration
at the Meeting.
Proxies may be revoked by sending written notice of revocation to the
Secretary of the Company, James A. Edington, at the address of the Company shown
above, or by delivering a duly executed proxy bearing a later date. The presence
at the Meeting of any stockholder who has given a proxy shall not revoke such
proxy unless the stockholder delivers his or her ballot in person at the Meeting
or delivers a written revocation to the Secretary of the Company prior to the
voting of such proxy.
The cost of solicitation of proxies in the form enclosed herewith will be
borne by the Company. Proxies may also be solicited personally or by mail or
telephone by the Company's directors, officers and employees, without additional
compensation. The Company will also request persons, firms and corporations
holding shares in their names, or in the names of their nominees which are
beneficially owned by others, to send proxy materials to and to obtain proxies
from such beneficial owners, and will reimburse such holders for their
reasonable expenses in doing so.
VOTING SECURITIES AND METHOD OF COUNTING VOTES
Holders of record of the Company's common stock, par value $.01 per share
(the "Common Stock") as of the close of business on December 20, 2005 (the
"Record Date"), are entitled to one vote for each share then held. As of the
Record Date, there were 4,641,717 shares issued and outstanding. The presence in
person or by proxy of a majority of the outstanding shares of Common Stock
entitled to vote is necessary to constitute a quorum at the Meeting. Abstentions
and broker non-votes are counted for purposes of determining a quorum. In the
event there are not sufficient votes for a quorum, or to approve or ratify any
matter being presented at the time of the Meeting, the Meeting may be adjourned
in order to permit the further solicitation of proxies.
Under Delaware law and the Company's Certificate of Incorporation and
Bylaws, directors are elected by a plurality of votes cast, without regard to
either broker non-votes, or proxies as to which the authority to vote for the
nominees being proposed is withheld. That means that the person who receives the
greatest number of votes of the holders of Common Stock represented in person or
by proxy at the Meeting will be elected director of the Company. There is no
cumulative voting for the election of directors.
1
In accordance with the provisions of the Company's Certificate of
Incorporation, record holders of Common Stock who beneficially own in excess of
10% of the outstanding shares of Common Stock (the "Limit") are not entitled to
any vote with respect to the shares held in excess of the Limit. The Company's
Certificate of Incorporation authorizes the Board of Directors (i) to make all
determinations necessary or desirable to implement the Limit, including
determining whether persons or entities are acting in concert, and (ii) to
demand that any person who is reasonably believed to beneficially own stock in
excess of the Limit supply information to the Company to enable the Board of
Directors to implement and apply the Limit.
Proxies solicited hereby will be returned to the Company, and will be
tabulated by inspectors of election designated by the Board of Directors.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Persons and groups who beneficially own in excess of 5% of the Common Stock
are required to file certain reports with the Securities and Exchange Commission
(the "SEC") regarding such ownership pursuant to the Securities Exchange Act of
1934 (the "Exchange Act").
The following table sets forth, as of the Record Date, the shares of Common
Stock beneficially owned by the Company's directors and executive officers as a
group, as well as each person who was the beneficial owner of more than 5% of
the outstanding shares of Common Stock as of the Record Date.
Amount of Shares
Owned and Nature Percent of Shares
of Beneficial of Common Stock
Holder Ownership (1) Outstanding (4)
- -------- --------------------- ----------------------
All Directors and Executive Officers
as a Group (10 persons) 1,164,670 25.1%
First Community Bank 642,400 13.8%
401(k) Savings and Employee Stock
Ownership Plan. (2)(3)
1700 East Highland Drive
Jonesboro, AR 72401
James A. Edington 313,368 6.8%
1700 East Highland Drive
Jonesboro, Arkansas 72401
Tontine Financial Partners, L.P. 409,848 8.8%
Tontine Partners, L.P.
Tontine Management, L.L.C.
Jeffrey L. Gendell
200 Park Avenue, Suite 3900
New York, New York 10166
Dimensional Fund Advisers, Inc. 270,400 5.8%
1299 Ocean Avenue, 11th Floor
Santa Monica, California 90401otes on following page)
- ------------------------
(1) Based solely upon the filings made pursuant to the Exchange Act and
information furnished by the respective persons. In accordance with Rule
13d-3 under the Exchange Act, a person is deemed to be the beneficial owner
for purposes of this table, of any shares of Common Stock if he has sole or
shared voting or investment power with respect to such shares, or has a
right to acquire beneficial ownership at any time within 60 days from the
date as to which beneficial ownership is being determined. As used herein,
"voting power" is the power to vote or direct the voting of shares and
"investment power" is the power to dispose or direct the disposition of
shares.
2
Includes all shares held directly as well as shares owned by spouses and
minor children, in trust and other indirect ownership, over which shares
the named individuals effectively exercise sole or shared voting or
investment power.
(2) Under the First Community Bank 401(k) Savings and Employee Stock Ownership
Plan (the "ESOP"), shares allocated to participants' accounts are voted in
accordance with the participants' directions. Unallocated shares held by
the ESOP are voted by the ESOP Trustee in the manner calculated to most
accurately reflect the instructions it has received from the participants
regarding the allocated shares. As of the Record Date, 602,859 shares of
Common Stock were allocated under the ESOP.
(3) Excludes 88,879 shares of Common Stock or 12.2% of the shares of Common
Stock outstanding, owned by the ESOP for the benefit of the Named Executive
Officers.
(4) Total Common Stock outstanding includes shares that may be acquired
pursuant to presently exercisable options.
PROPOSAL -- ELECTION OF DIRECTORS
The Company's Board of Directors is currently composed of eight members.
The Company's bylaws provide that approximately one-third of the Directors are
to be elected annually. Directors of the Company are generally elected to serve
for a three-year period or until their respective successors shall have been
elected and shall qualify. Three directors will be elected at the Meeting. The
Nominating Committee of the Board of Directors has unanimously nominated Ralph
P. Baltz, Marcus Van Camp and Lindley Smith to serve as directors for terms of
three years. The nominees currently are members of the Board of Directors. If
elected at the Meeting, the directors will serve for three years and until their
respective successors shall have been elected and shall qualify.
The table below sets forth certain information regarding members of the
Company's Board of Directors, including the terms of office of Board members. It
is intended that the proxies solicited on behalf of the Board of Directors
(other than proxies in which the vote is withheld as to a nominee) will be voted
at the Meeting for the election of the nominees identified below. The proxies
solicited on behalf of the Board of Directors cannot be voted for a greater
number of persons than the three named nominees. If a nominee is unable to
serve, the shares represented by all such proxies will be voted for the election
of such substitute as the Board of Directors may recommend. At this time, the
Board of Directors knows of no reason why any of the nominees might be unable to
serve, if elected. There are no arrangements or understandings between any of
the nominees and any other person pursuant to which such nominees were selected.
3
Shares of
Common
Stock
Beneficially
Served Current Owned on Percent
Positions Held in the Since Term to Record Date Of
Name (1) Age(4) Company (2) Expire (3) Class
- --------------------- -------- --------------------------- -------- ---------- ---------------- ---------
Directors Continuing in Office
Dwayne Powell 41 President, Chief Executive 2000 2007 213,213 4.6%
Officer and Director
N. Ray Campbell 56 Director 1992 2007 35,591 0.8%
A.J. Baltz, Jr. 78 Director 2001 2007 158,752 3.4%
James A. Edington 55 Director 1994 2008 313,368 6.8%
Bruce Burrow 62 Director 2005 2008 123,000 2.6%
Nominees
Ralph P. Baltz 57 Chairman of the Board 1986 2006 186,794 4.0%
Marcus Van Camp 57 Director 1990 2006 48,752 1.1%
Lindley Smith 54 Director 2004 2006 18,723 0.4%
Executive Officers
Terry Prichard 46 Chief Financial Officer 2001 N/A 21,069 0.4%
Brad Snider 45 Chief Operating Officer 2002 N/A 45,408 1.0%
<FN>
- ------------------------
(1) The mailing address for each person listed is 1700 East Highland Drive,
Jonesboro, AR 72401. Each of the directors listed is also a director of
First Community Bank (the "Bank"), the Company's wholly owned subsidiary.
(2) Reflects initial appointment to the Board of Directors of the Company's
mutual predecessor for directors who have served since earlier than 1994.
(3) See definition of "beneficial ownership" in the table "Beneficial Ownership
of Common Stock."
(4) As of December 20, 2005
</FN>
Board of Directors
Ralph P. Baltz has been Chairman of the Board of the Bank since January
1997 and of the Company since its formation. Mr. Baltz is a general contractor
and residential developer and is the President and owner/operator of Tri-County
Sand and Gravel, Inc. Mr. Baltz is a cousin of A.J. Baltz, Jr.
James A. Edington served as President and Chief Executive Officer of the
Bank and the Company from April 1999 through September 2001; prior to that, he
served the Bank and the Company as Executive Vice President. He has been the
Bank's compliance officer, security officer, secretary, and treasurer. Mr.
Edington has been employed in executive roles with the Bank since 1983.
Dwayne Powell, was appointed as President and Chief Executive Officer of
the Company and the Bank in October 2001. Previously, he served as Chief
Financial Officer of the Bank from October 1996 through September 2001 and of
the Company since its formation. Prior to that, Mr. Powell was an Audit Manager
for Deloitte & Touche LLP, primarily serving financial institution clients.
Marcus Van Camp is retired. Prior to his retirement, Mr. Van Camp was
Superintendent of Schools at Pocahontas Public Schools for over 30 years.
N. Ray Campbell is the owner and operator of Big Valley Trailer
Manufacturing. Prior to this, Mr. Campbell was the Plant Manager of Waterloo
Industries, an industrial firm located in Pocahontas, Arkansas.
4
A. J. Baltz, Jr. is owner and operator of Baltz Feed Store in Pocahontas,
Arkansas. Mr. Baltz owns farmland and leases out commercial properties. Mr.
Baltz is a cousin of Ralph P. Baltz.
Lindley Smith was appointed to the Board in July 2004. Mr. Smith served as
Chairman, President and Chief Executive Officer of First Community Bank prior to
its acquisition by the Company in 2001. Mr. Smith is currently commissioner of
the Arkansas State Aeronautics Commission and trustee of the Arkansas State
University Charitable Educational Foundation in Newport, Arkansas.
Bruce Burrow is a commercial real estate developer and a Governor-appointed
Commissioner to the Arkansas Department of Economic Development. Mr. Burrow is
partner of the Jonesboro-based MBC Holdings, LLC (formerly Belz-Burrow
Development Group); is president of Realty Associates Development Group; and is
chairman of Burrow Halsey Realty Group, Inc. He also serves on the board of
directors for the Craighead County Jail, Jonesboro Unlimited and the Cardiology
Associates Foundation.
Terry Prichard is the Chief Financial Officer of the Company and the Bank
and was appointed to those positions in August 2002. Previously she served the
Company and the Bank as Controller and has been employed by the Bank since 1986.
Brad Snider is the Chief Operating Officer of the Company and the Bank and
was appointed to those positions in June 2002. Previously he served as the
President and Chief Executive Officer of North Arkansas Bancshares, Inc. from
July 1991 through June 2002 when that company merged into the Company. Mr.
Snider also serves on the Board of Directors for the Bank.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires the Company's officers and
directors, and persons who own more than 10% of the Common Stock, to file
reports of ownership and changes in ownership with the Securities and Exchange
Commission ("SEC"). Officers, directors and greater than 10% stockholders are
required by regulation to furnish the Company with copies of all Section 16(a)
forms they filed. Except as stated above, the Company knows of no person who
owns 10% or more of the Common Stock. Based solely on the review of the copies
of such forms furnished to the Company, or written representations from its
officers and directors, the Company believes that with respect to the year ended
September 30, 2005, the Company's officers and directors satisfied the reporting
requirements promulgated under Section 16(a) of the 1934 Act.
Board Independence
The Board of Directors consists of a majority of "independent directors"
within the meaning of the NASDAQ corporate governance listing standards. The
Board of Directors of the Company has determined that directors Van Camp,
Campbell, Burrow and A.J. Baltz are each "independent" within the meaning of the
NASDAQ corporate governance listing standards. The Board of Directors has
adopted a policy that the independent directors of the Board shall meet in
executive sessions periodically, which meetings may be held in conjunction with
regularly scheduled Board meetings.
Meetings and Committees of the Board of Directors
The business of the Company's Board of Directors is conducted through
meetings and activities of the Board and its committees. During the fiscal year
ended September 30, 2005 the Board of Directors held 12 regular and no special
meetings. During the fiscal year ended September 30, 2005 no director attended
fewer than 75 percent of the total meetings of the Board of Directors and
committees on which such director served.
Audit Committee
The Audit Committee of the Company consists of Directors Van Camp, A.J.
Baltz, Campbell and Burrow. The Audit Committee met eight times during the
fiscal year ended September 30, 2005. The Audit Committee normally meets on a
quarterly basis. The Audit Committee of the Board of Directors of the Company
serves as the
5
representative of the Board for general oversight of the Company's financial
accounting and reporting process, systems of internal controls regarding
finance, accounting and legal compliance and monitoring the independence and
performance of the Company's independent auditors and internal auditing
department. The Company's management has primary responsibility for preparing
the Company's financial statements and supervising the Company's financial
reporting process. The Company's independent accountants are responsible for
expressing an opinion on the conformity of the Company's financial statements to
generally accepted accounting principles. The Company's Audit Committee is
responsible for the review of the Company's annual audit report prepared by the
Company's independent auditors. The review includes a detailed discussion with
the independent auditors and recommendation to the full Board concerning any
action to be taken regarding the audit.
Each member of the Audit Committee is "independent" as defined in the
Nasdaq Corporate Governance Listing Standards as applicable on the date of this
Proxy Statement. The Board of Directors has determined that director Van Camp
qualifies as an "audit committee financial expert" as that term is used in the
rules and regulations of the Securities and Exchange Commission. The Board of
Directors has adopted a written charter for the Audit Committee, which was last
amended during 2004.
Nominating Committee
The Nominating Committee consists of Directors Van Camp, Campbell and A.J.
Baltz, and meets annually to present officer and director candidates to the
Company. The Nominating Committee met once during the fiscal year ended
September 30, 2005. The Board of Directors of the Company has adopted a written
charter for the Nominating Committee, which is available on the Company's
website at www.fcb-online.com.
The functions of the Nominating Committee include the following:
o leading the search for individuals qualified to become members of the
Board of Directors and to select director nominees to be presented for
stockholder approval;
o selecting individuals as director nominees who shall have the highest
personal and professional integrity, who shall have demonstrated
exceptional ability and judgment and who shall be most effective, in
conjunction with the other nominees to the Board of Directors, in
collectively serving the long-term interests of the stockholders;
o adopting procedures for the submission of recommendations by
stockholders for nominees for the Board of Directors;
o reviewing and monitoring the Board of Directors compliance with
applicable Nasdaq Stock market listing standards for independence;
o making recommendations to the Board of Director regarding the size and
composition of the board and developing and recommending to the Board
of Directors criteria such as independence, experience relevant to the
needs of the Company, leadership qualities, diversity and stock
ownership for the selection of individuals to be considered for
election or re-election to the Board of Directors;
o reviewing the Board of Directors' committee structure and recommending
to the Board of Directors for its approval directors to serve as
members of each committee, or a process for such selection; and
o annually reviewing the adequacy of its charter and recommending any
proposed changes to the Board of Directors.
The Nominating Committee identifies nominees by first evaluating the
current members of the Board of Directors willing to continue in service.
Current members of the Board of Directors with skills and experience that are
relevant to the Company's business and who are willing to continue in service
are first considered for re-
6
nomination, balancing the value of continuity of service by existing members of
the Board of Directors with that of obtaining a new perspective. In addition,
the Nominating Committee is authorized by its charter to engage a third party to
assist in the identification of director nominees. The Nominating Committee
shall have sole authority to approve related fees and retention terms.
Procedures for the Nomination of Directors by Stockholders. The Nominating
Committee has adopted procedures for the submission of director nominees by
stockholders of the Company. If a determination is made that an additional
candidate is needed for the Board of Directors, the Nominating Committee will
consider candidates submitted by the Company's stockholders. Stockholders can
submit the names of qualified candidates for director by writing to the
Corporate Secretary of the Company at 1700 East Highland Drive, Jonesboro,
Arkansas 72401. The Corporate Secretary must receive a submission not less than
ninety (90) days prior to the mailing date of the Company's proxy materials for
the preceding year's annual meeting. The submission must include the following
information:
o a statement that the writer is a stockholder of the Company and is
proposing a candidate for consideration by the Nominating Committee;
o the name and address of the stockholder as they appear on the
Company's books, and number of shares of the Company's common stock
that are owned beneficially by such stockholder (if the stockholder is
not a holder of record, appropriate evidence of the stockholder's
ownership will be required);
o the name, address and contact information for the candidate, and the
number of shares of common stock of the Company that are owned by the
candidate (if the candidate is not a holder of record, appropriate
evidence of the stockholder's ownership should be provided);
o a statement of the candidate's business and education experience;
o such other information regarding the candidate as would be required to
be included in this Proxy Statement pursuant to Regulation 14A of the
Securities Exchange Act of 1934;
o a statement detailing any relationship between the candidate and any
customer, supplier or competitor of the Company;
o detailed information about any relationship or understanding between
the proposing stockholder and the candidate; and
o a statement of the candidate that the candidate is willing to be
considered and willing to serve as a director of the Company if
nominated and elected.
A nomination submitted by a stockholder for presentation by the stockholder
at an annual meeting of stockholders of the Company must comply with the
procedural and informational requirements described in Article I, Section 6 of
the Company's bylaws.
Stockholder Communications with the Board of Directors. A stockholder of
the Company who wants to communicate with the Board of Directors or with any
individual director can write to the Company at 1700 East Highland Drive,
Jonesboro, Arkansas 72401, Attention: Corporate Secretary. The letter should
indicate that the author is a stockholder of the Company and, if shares are not
held of record, should include appropriate evidence of stock ownership.
Depending on the subject matter, management will:
o forward communication to the director or directors to whom it is
addressed;
o attempt to handle inquiry directly, for example a request for
information about the Company as a stock-related matter; or
7
o not forward the communication if it is primaril commercial in nature,
relates to an improper or irrelevant topic, or is unduly hostile,
threatening, illegal or otherwise inappropriate.
At each Board of Directors meeting, management shall present a summary of
all communications received since the last meeting that were not forwarded and
make those communications available to the directors on request.
All members of the Nominating Committee are "independent" as defined in the
Nasdaq Corporate Governance Listing Standards as applicable on the date of this
Proxy Statement.
Attendance at Annual Meetings of Stockholders
The Company does not have a policy regarding director attendance at annual
meetings of stockholders. All of our then-current directors attended last year's
annual meeting of stockholders.
Code of Conduct/Conflict of Interest Policy
The Company and the Bank maintain a Code of Conduct/Conflict of Interest
Policy applicable to all employees that sets forth requirements relating to
ethical conduct, conflicts of interest, and compliance with the law. The Policy
requires that the Company's and the Bank's employees, including senior executive
officers, avoid conflicts of interest, comply with all laws and other legal
requirements, conduct business in an honest and ethical manner, and otherwise
act with integrity and in the Company's and the Bank's best interest. In
addition, the Board of Directors has adopted a Code of Ethics specifically for
the Chief Executive Officer and Senior Financial Officers of the Company. A copy
of that Code is available, free of charge, on the corporate governance pages of
our website, www.fcb-online.com.
------------------
The Compensation and Benefits Committee
The Compensation and Benefits Committee consists of Directors Van Camp,
A.J. Baltz and Campbell. The committee met once during the fiscal year ended
September 30, 2005. The committee meets to review the performance of officers
and employees and determines compensation and benefits programs and adjustments.
Each member of the Compensation and Benefits Committee is considered
"independent" as defined in the Nasdaq Corporate Governance Listing Standards.
Dividend Committee
The Dividend Committee consists of the entire Board of Directors. The
Dividend Committee meets at least quarterly to recommend the amount and type of
dividend to be paid by the Company. The Dividend Committee met four times during
the fiscal year ended September 30, 2005.
Code of Ethics
The Board of Directors has adopted a Code of Ethics for the Chief Executive
Officer and Senior Financial Officers (the "Code"). The Code is intended to
promote honest and ethical conduct, full and accurate reporting and compliance
with laws. The Code is available on the Company's website at www.fcb-online.com.
------------------
Amendments to and waivers from the Code of Ethics will also be disclosed on the
Company's website.
Directors' Compensation
Each of the Company's directors received fees of $1,500 per month during
the fiscal year ended September 30, 2005 for service on the Board of Directors
of the Company. In addition, each director of the Company also serves as a
director of the Bank; during the fiscal year ended September 30, 2005, each such
director received additional fees of $500 per month for service on the Bank's
Board of Directors.
8
Executive Compensation
The following table sets forth for the years ended September 30, 2005, 2004
and 2003, certain information as to the total remuneration paid by the Company
to the Chief Executive Officer and those other executive officers whose total
remuneration exceeded $100,000 (the "Named Executive Officers"). No other
executive officer received salary and bonuses exceeding $100,000 in the year
ended September 30, 2005.
Long-Term Compensation
----------------------------------------
Annual Compensation Awards Payouts
--------------------------------------- -------------------- ------------------
Other
Annual Restricted All Other
Name and Principal Year Ended Compen- Stock Options/ LTIP Compen-
Position Sept. 30 Salary,(1) Bonus sation Awards (3) SARS (#) Payouts sation (2)
- ----------------------- ------------ ------------ ----------- ------------ ---------- -------- ------- ---------
Dwayne Powell 2005 $ 264,507 $ - - - - - $14,204
President and Chief 2004 261,000 60,507 - - - - 38,284
Executive Officer 2003 254,750 100,507 - - - - 49,011
Brad Snider, 2005 161,007 - - - - - 11,340
Chief Operating Officer 2004 150,136 25,507 - - - - 26,210
2003 116,000 25,541 - - - - 29,888
Terry Prichard, 2005 134,507 - - - - - 9,675
Chief Financial Officer 2004 122,750 25,507 - - - - 29,627
2003 85,250 25,541 - - - - 28,206
Ralph Baltz, 2005 73,507 - - - - - 6,256
Chairman of the Board 2004 70,000 - - - - - -
2003 - 50,000 - - - - -
<FN>
- ---------------------------------
(1) Includes Board of Director and committee fees.
(2) Consists of payments made pursuant to the Bank's Profit Sharing Plan. See
"--Benefits for Employees and Officers." Also includes the Bank's
contributions or allocations (but not earnings) pursuant to the Bank's
Employee Stock Ownership Plan. Does not include benefits pursuant to the
Bank's Pension Plan. See "--Benefits for Employees and Officers."
(3) Represents awards made pursuant to the Company's Recognition and Retention
Plan for Employees, which awards vested in five equal annual installments
commencing on January 3, 2000. Dividends on such shares accrue and were
paid to the recipient when the shares were granted. The value of such
shares was determined by multiplying the number of shares awarded by the
price at which the shares of common stock were sold.
</FN>
Compensation Committee Interlocks. During the fiscal year ended September
30, 2005, the Company had no "interlocking" relationships in which (i) any
executive officer is a member of the board of directors of another entity, one
of whose executive officers is a member of the Company's Board of Directors, or
(ii) any executive officer is a member of the compensation committee of another
entity, one of whose executive officers is a member of the Company's Board of
Directors.
Employment Agreements. The Bank has entered into an employment agreement
with Dwayne Powell, its President and Chief Executive Officer. The employment
agreement provides for a term of three years. Commencing on the first
anniversary date and continuing on each anniversary date thereafter, the Board
of Directors may extend the agreement for an additional year such that the
remaining term shall be up to three years unless written notice of non-renewal
is given by the Board of Directors after conducting a performance evaluation.
The agreement provides that the base salary of the executive will be reviewed
annually. In addition to the base salary, the agreement provides that the
executive is to receive all benefits provided to permanent full time employees
of the Bank, including among other things, disability pay, participation in
stock benefit plans and other fringe benefits applicable to executive personnel.
The agreement permits the Bank to terminate the executive's employment for cause
at any time. In the event the Bank chooses to terminate the executive's
employment for reasons other than for
9
cause, or upon the termination of the executive's employment for reasons other
than a change in control, as defined, or in the event of the executive's
resignation from the Bank upon (i) failure to be reelected to his current
office, (ii) a material change in his functions, duties or responsibilities,
(iii) relocation of his principal place of employment, (iv) the liquidation or
dissolution of the Bank or the Company, or (v) a breach of the agreement by the
Bank, the executive, or in the event of death, his beneficiaries, would be
entitled to receive an amount equal to the greater of the remaining payments,
including base salary, bonuses and other payments due under the remaining term
of the agreement or three times the average of the executive's base salary,
including bonuses and other cash compensation paid, and the amount of any
benefits received pursuant to any employee benefit plans maintained by the Bank.
If termination, voluntary or involuntary, follows a change in control of
the Bank, as defined in the agreement, the executive or, in the event of his
death, his beneficiaries, would be entitled to a payment equal to the greater of
(i) the payments due under the remaining term of the agreement or (ii) 2.99
times his average annual compensation over the five years preceding termination.
The Bank would also continue the executive's life, health, and disability
coverage for the remaining unexpired term of the agreement to the extent allowed
by the plan or policies maintained by the Bank from time to time. In the event
payments to the executive include an "excess parachute payment" as defined in
the Internal Revenue Code, payments under the employment agreement would be
reduced to avoid this result. The Company has entered into an agreement with
Mr. Powell that would provide any amounts lost under the employment agreement
and reimburse Mr. Powell for any additional taxes owed as the result of having
an excess parachute payment.
The employment agreement provides that for a period of one year following
termination, the executive agrees not to compete with the Bank in any city, town
or county in which the Bank maintains an office or has filed an application to
establish an office.
The Bank has also entered into an employment agreement with Brad Snider,
the Chief Operating Officer of the Company and the Bank. The employment
agreement may be renewed every year for an additional year so that the remaining
term is three years, unless written notice of non-renewal is given by the Board
of Directors after conducting a performance evaluation of the executive. In
addition, the employment agreement provides that the executive will receive all
benefits provided to permanent full-time employees of the Bank, including, among
other things, disability pay, participation in stock benefit plans and other
fringe benefits applicable to executive personnel, and will be reimbursed for
all reasonable business expenses. In the event the Bank or the Company
terminates the executive's employment for any reason other than disability or
retirement, a change in control, or for cause, or in the event the executive
resigns upon: (i) failure to be reelected to his current office; (ii) a material
change in his duties and responsibilities, which change would cause his position
to become one of lesser responsibility or authority; (iii) relocation of his
principal place of employment by more than 30 miles; (iv) a material reduction
in the executive's base compensation or benefits; (v) the liquidation or
dissolution of the Bank or the Company; or (vi) a breach of the agreement by the
Bank, the executive would be entitled to a sum equal to the greater of the
payments due for the remaining term of the agreement or three times the average
of the five preceding years' salary, including bonuses and other cash
compensation paid to the executive, up to a maximum of three times the
executive's salary for the preceding year. In addition, the executive would be
entitled to continuation of life, medical, dental and disability coverage for
the remaining term of the employment agreement.
In the event of a change in control followed by the executive's termination
of employment, the Bank would pay the executive a sum equal to the greater of
the payments due for the remaining term of the agreement or 2.99 times his base
amount, and would continue life, medical, dental and disability coverage for 36
months. In the event payments to the executive include an "excess parachute
payment" as defined in the Internal Revenue Code, payments under the employment
agreement would be reduced to avoid this result. In the event of the voluntary
termination of employment by the executive in the absence of a change in
control, the Bank may, in its discretion, pay the executive an amount up to
three times the average of the five preceding years' salary. In the event of
termination for cause, the executive would not be entitled to any compensation
or benefits for any period following such termination.
Upon termination of the executive's employment agreement other than in
connection with a change in control, the executive agrees not to compete with
the Bank or the Company for a period of six months following termination in any
city, town or county in which the Bank or the Company maintains an office or has
filed an application to establish an office.
10
1994 Stock Option Plan for Outside Directors. The Bank adopted the 1994
Stock Option Plan for Outside Directors of the Bank (the "1994 Directors' Plan")
in April 1994, and such plan was subsequently approved by the Bank's
stockholders. At that time, non-statutory stock options to purchase 20,643
shares were granted to the outside directors of the Bank. The 1994 Directors'
Plan reserved 4,274 options for future grant. Any person who became a
non-employee director subsequent to the effective date of the 1994 Directors'
Plan was entitled to receive options for 1,424 shares of Bank common stock to
the extent options were available. Options granted in 1994 vested ratably at 20%
per year commencing on the first September 30th after the effective date of the
1994 Directors' Plan. The exercise price of the options was equal to the fair
market value of the shares of Bank Common Stock underlying such option at the
time the option was granted, or $10.00 per share of Bank Common Stock for
options granted in conjunction with the Bank's initial stock offering. All
options granted under the 1994 Directors' Plan were exercisable from time to
time in whole or in part, and expire upon the earlier of ten years following the
date of grant or three years following the date the optionee ceases to be a
director. No options were granted under the 1994 Directors' Plan during the
fiscal year ended September 30, 2005. On March 31, 1998, each share of Common
Stock of the Bank, including shares underlying the options granted in the 1994
Directors' Plan, was converted (the "Conversion") into 4.0245 shares of Common
Stock of the Company as part of the mutual-to-stock conversion of Pocahontas
Federal Mutual Holding Company.
Pocahontas Bancorp, Inc. Stock Option Plan. In October 1998, the Company
adopted the Pocahontas Bancorp, Inc. Stock Option Plan (the "Stock Option Plan")
for directors, officers and employees of the Bank and its affiliates and such
plan was subsequently approved by the Company's stockholders. The Stock Option
Plan is administered by a committee of non-employee directors. The Stock Option
Plan authorizes the grant of incentive stock options within the meaning of
Section 422 of the Code, "non-statutory stock options" which do not qualify as
incentive stock options, certain "limited rights" exercisable only upon a change
in control of the Company or the Bank, "dividend equivalent rights" payable only
upon declaration of an extraordinary dividend and "reload options", which
provide an option to acquire shares of Common Stock equivalent to the shares
used to pay for an option or deducted from a distribution to satisfy income tax
withholding.
On the effective date of the Stock Option Plan, incentive stock options for
277,075 shares of Company Common Stock were granted to employees and officers
and non-statutory stock options for 80,000 shares were granted to outside
directors. No shares were reserved for future grant. Options granted in 1998
vest ratably at 20% per year commencing on October 23, 1999. The exercise price
of the options is equal to the fair market value of the shares of Company Common
Stock underlying such options on the date of grant. Incentive stock options
granted under the Stock Option Plan are exercisable in whole or in part and
expire upon the earlier of ten years following the date of grant or three years
following the date the optionee ceases to be an officer or employee.
Non-statutory options expire upon the earlier of ten years and one day following
the date of grant or three years following the date the optionee ceases to be a
director. No options were granted in the year ended September 30, 2005 under the
Stock Option Plan. In January 2000, the stockholders of the Company approved an
amendment to the Stock Option Plan providing for accelerated vesting of awards
upon a change in control of the Company or upon retirement, as defined in such
plan.
The following table sets forth certain information regarding the shares
acquired upon the exercise of options outstanding under the Company's stock
option plans, and the value realized during fiscal year 2005 by the Named
Executive Officers of the Company at September 30, 2005.
=======================================================================================================================
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES
=======================================================================================================================
Number of Unexercised Value of Unexercised
Options at In-The-Money Options
Fiscal Year-End at Fiscal Year-End
Shares -------------------------------- --------------------------------
Acquired
upon Value
Name Exercise Realized Exercisable/Unexercisable Exercisable/Unexercisable
Dwayne Powell -- -- 80,000/0 $280,000/$0
- -------------------------- ------------- ------------ -------------------------------- --------------------------------
Ralph P. Baltz -- -- 16,000/0 $ 56,000/$0
- -------------------------- ------------- ------------ -------------------------------- --------------------------------
11
Brad Snider -- -- 16,830/0 $101,990/$0
- -------------------------- ------------- ------------ -------------------------------- --------------------------------
Terry Prichard -- -- 2,500/0 $ 8,750/$0
=======================================================================================================================
Pocahontas Bancorp, Inc. Recognition and Retention Plan. In October 1998,
the Company adopted the Pocahontas Bancorp, Inc. Recognition and Retention Plan
(the "Recognition and Retention Plan"), which was subsequently approved by the
Company's stockholders. At the time of implementation of this plan, 142,830
shares of Company Common Stock were awarded to officers, directors and employees
of the Company.
A Committee of the Board of Directors of the Company composed of two or
more non-employee directors of the Company administers the Recognition and
Retention Plan. Awards were granted in the form of shares of Company Common
Stock that were restricted by the terms of the Recognition and Retention Plan
("Restricted Stock"). Restricted Stock is nontransferable and non-assignable.
Participants in the Recognition and Retention Plan become vested in shares of
Company Common Stock covered by an award and all restrictions lapse at a rate of
20% per year commencing on January 3, 2000. Awards become fully vested (i.e.,
all restrictions lapse) upon termination of employment or cessation of service
due to death or disability; in January 2000, the stockholders of the Company
approved an amendment to the Recognition and Retention Plan providing for full
vesting of awards upon a change in control of the Company or upon retirement, as
defined in such plan. Upon termination of employment for any other reason,
unvested shares of Restricted Stock are forfeited. The holders of the Restricted
Stock have the right to vote such shares during the restricted period and
receive the cash and stock dividends with respect to the Restricted Stock when
declared and paid. The holders may not sell, assign, transfer, pledge or
otherwise encumber any of the Restricted Stock during the restricted period.
Director Emeritus Plan. The Bank currently has two former directors who
have been appointed "Directors Emeritus." Upon reaching age 70 with 10 years of
continuous service as a director, each current Director Emeritus was, upon
retirement from the Board of Directors, appointed a "Director Emeritus" in
exchange for performing consulting services for the Board of Directors. Under
the current plan, in consideration of his services, a Director Emeritus will
receive an annual fee of $18,000 for a ten-year period (the "benefit period")
following the director's designation as a Director Emeritus. The Director
Emeritus Plan provides for survivor benefits payable to a designated beneficiary
in an amount equal to the annual fee for the remainder of the ten-year period,
plus a $10,000 "burial benefit," which is designated for the payment of burial
and/or funeral expenses.
401(k) Savings and Employee Stock Ownership Plan. The Bank merged its
Employee Stock Ownership Plan ("ESOP") and Profit Sharing Plan to form the
401(k) Savings and Employee Stock Ownership Plan (the "KSOP"), effective October
1, 1997, to enable participants to invest in Bank Common Stock with the pre-tax
deferral of their salary ("Elective Deferrals"). The KSOP is a tax-qualified
plan subject to the requirements of the Employee Retirement Income Security Act
of 1974 ("ERISA") and the Code. Employees with a year of service with the Bank
during which they worked at least 1,000 hours and who have attained age 21 are
eligible to participate in any ESOP, matching or discretionary contributions
under the plan. Any employee with one hour of service may participate in making
any Elective Deferrals.
The ESOP portion of the KSOP provides the plan with the ability to borrow
money for the purpose of purchasing Bank Common Stock. As part of the
Conversion, the ESOP portion of the KSOP borrowed funds from the Company and
used those funds to purchase a number of shares equal to 8% of the Common Stock
issued in the Conversion. Collateral for the loan was the Common Stock purchased
by the KSOP. Shares purchased with the ESOP loan are held in a suspense account
for allocation among participants' accounts as the loan is repaid. As the ESOP
loan is repaid from contributions the Bank makes to the ESOP portion of the
KSOP, shares are released from the suspense account in an amount proportional to
the repayment of the KSOP loan. The released shares are allocated among the ESOP
accounts of participants who have a minimum 1,000 hours of service for the
current plan year and are employed on the last day of the plan year, on the
basis of compensation in the year of allocation, up to an annual adjusted
maximum level of compensation. As part of the Conversion on March 31, 1998, each
share of common stock of the Bank, including shares in the KSOP, was converted
into 4.0245 shares of Common Stock of the Company.
12
Participants may elect to defer up to 15% of their salary into the KSOP
("Elective Deferrals"). The Bank may, in its discretion, make discretionary
("Discretionary Contributions") and/or matching contributions ("Matching
Contributions") to the KSOP. Benefits in the ESOP, Discretionary Contributions
and Matching Contributions generally will become 100% vested after five years of
credited service. Employees are 100% vested in the Elective Deferral accounts
and rollover accounts at all times under the plan. Participants will be credited
for years of service with the Bank prior to the effective date of the plan.
Forfeitures of Matching and Discretionary Contributions will be used to reduce
such contributions in succeeding plan years; forfeitures of ESOP Contributions
are reallocated among remaining participating employees in the same proportion
as contributions. Benefits may be payable upon death, retirement, early
retirement, disability, or separation from service in a lump sum or, at the
election of the participant, in installments not to exceed five years. The
Bank's contributions to the KSOP are discretionary, subject to the ESOP loan
terms and tax law limits, so benefits payable under the KSOP cannot be
estimated.
The KSOP provides for loans to employees not to exceed 50% of their vested
Discretionary Contribution, Elective Deferral, Matching Contribution or Rollover
Account balances, or $50,000. Withdrawals are permitted only to the extent of
hardship (e.g., medical expenses), to purchase a primary residence, for limited
education expenses or any other condition or event as determined by the
Commissioner of the Internal Revenue Service from the vested portion of the
Discretionary Contribution, Elective Deferral, Matching Contribution or Rollover
Accounts.
A committee was appointed by the Board of Directors of the Bank to
administer the KSOP (the "KSOP Committee"). The KSOP Committee instructs the
trustee regarding investment of funds contributed to the KSOP. The KSOP trustee
is required to vote all allocated shares held in the KSOP in accordance with the
instructions of the participants; unallocated shares shall be voted in a manner
calculated to reflect most accurately the instructions the KSOP trustee has
received from participants regarding the allocated stock. If no shares have been
allocated, KSOP participants will be deemed to have one share of stock allocated
to his account for the sole purpose of providing the trustee with voting
instructions. Under ERISA, the Secretary of Labor is authorized to bring an
action against the KSOP trustee for the failure of the KSOP trustee to comply
with its fiduciary responsibilities. Such a suit could seek to enjoin the KSOP
trustee from violating its fiduciary responsibilities and could result in the
imposition of civil penalties or criminal penalties if the breach is found to be
willful.
Supplemental Executive and Director Retirement Plans. The Bank has
implemented non-qualified Supplemental Executive and Director Retirement Plans
("SERP") to provide a select group of management and highly compensated
employees as well as directors who serve on the Board until the age of 60 (or,
in some cases, 65), with additional benefits following termination of employment
or service due to retirement, death, after a change in control or involuntary
termination. The contribution made to the SERP is intended to provide an
actuarially determined annual benefit of $214,286 for Dwayne Powell, payable
monthly for 20 years (and, in the case of directors, amounts ranging from
$29,316 and $35,640, payable over twenty years). In the event of the employee's
disability, the employee will be entitled to a disability benefit equal to the
annuitized present value of his accrued benefit payable monthly for twenty
years. In addition, upon the employee's death following disability, the
employee's beneficiary will receive an additional lump sum death benefit equal
to $2.35 million in the case of Mr. Powell, reduced by all prior contributions
made to the SERP on behalf of the participant. In the event of a director's
disability, the director would be entitled to a disability benefit equal to the
annuitized present value of his accrued benefit payable monthly for twenty
years. In addition, upon the director's death following disability, the
director's beneficiary will receive an additional lump sum benefit of $600,000,
reduced by all prior contributions made to the plan on behalf of the director.
The SERPs also provide for a $15,000 "burial benefit," which is designated for
the payment of burial and/or funeral expenses.
The Bank and the SERP participants have each established a trust in
connection with each SERP. These trusts will be funded with contributions from
the Bank for the purpose of providing the benefits promised under the terms of
the SERP. The assets of the trusts will be beneficially owned by the SERP
participants, who will recognize income as contributions are made to the trusts.
Earnings on the trust's assets are taxable to the participant. The trustee of
the trust may, among other things, invest the trust's assets in the Company
Common Stock and may purchase life insurance on the life of the participant with
assets of the trust.
In fiscal 2001, the Company and the Bank entered into agreements with
directors Campbell, Van Camp and Rainwater providing for a cash payment to them
equal to the present value of the remaining contributions required
13
to be made by the Bank on behalf of such directors to their respective SERPs. In
consideration for this payment, the directors agreed that no further benefits
accruals or contributions would be made under their SERPs, which were
terminated. Also in fiscal 2001, the Company and the Bank entered into an
agreement with director Ralph P. Baltz that reduced the payout to his SERP on a
change in control of the Bank or the Company to the remaining annual
contributions due to his SERP. The Company has entered into an agreement with
Director Baltz that would reimburse him for any lost SERP benefits and excise
taxes owed if payments to the SERP due to a change in control cause an excess
parachute payment.
Audit Committee Report
Each member of the Audit Committee is "independent" as defined in the
listing standards of the National Association of Securities Dealers, Inc. The
Company's Board of Directors has adopted a written charter for the Audit
Committee.
In accordance with rules recently established by the SEC, the Audit
Committee has prepared the following report for inclusion in this Proxy
Statement:
As part of its ongoing responsibilities, the Audit Committee has:
o Reviewed and discussed with management the Company's audited
consolidated financial statements for the fiscal year ended September
30, 2005;
o Discussed with the independent auditors the matters required to be
discussed by Statement on Auditing Standards No. 61, Communications
with Audit Committees, as amended; and
o Received the written disclosures and the letter from the independent
auditors required by Independence Standards Board Standard No. 1,
Independence Discussions with Audit Committees, and has discussed with
the independent auditors the independent auditors' independence.
Based on the review and discussions referred to above, the Audit Committee
recommended to the Board of Directors that the audited consolidated financial
statements be included in the Company's Annual Report on Form 10-K for the
fiscal year ended September 30, 2005 for filing with the Securities and Exchange
Commission. In addition, the Audit Committee appointed Deloitte & Touche, LLP as
the Company's independent auditors for the year ending September 30, 2006,
subject to the ratification of this appointment by the stockholders.
This report shall not be deemed incorporated by reference by any general
statement incorporating by reference this Proxy Statement into any filing under
the Securities Act of 1933 or the Exchange Act, except to the extent that the
Company specifically incorporates this information by reference. This report
shall not otherwise be deemed filed under such Acts.
This report has been provided by the Audit Committee:
Marcus Van Camp
N. Ray Campbell
A.J. Baltz
Bruce Burrow
Report of the Compensation and Benefits Committee on Executive Compensation
Under rules established by the SEC, the Company is required to provide
certain data and information regarding the compensation and benefits provided to
the Company's chief executive officer and other executive officers of the
Company. The Compensation and Benefits Committee of the Company consists only of
independent directors. In fulfillment of the SEC requirement, the Committee, at
the direction of the Board of Directors, has prepared the following report for
inclusion in this Proxy Statement.
14
The Committee is responsible for conducting periodic reviews of the
executive compensation of senior executives, including the Chief Executive
Officer ("CEO"). The Committee determines salary levels for seniorexecutives and
other officers and amounts of cash bonuses to be distributed to those
individuals, if and as appropriate. Grants of stock options and restricted stock
awards to senior management and key employees, under certain of the Bank's and
the Company's stock-based compensation plans, are also determined by the
Committee.
This report is submitted by the Committee and the Board of Directors of the
Company to summarize their involvement in the compensation decisions and
policies adopted by the Bank and the Company for executive officers generally,
and for the CEO, Dwayne Powell, in particular, during fiscal year 2005.
General Policy. The executive compensation practices of the Company and the
Bank are designed to reward and provide an incentive for executives, based on
the achievement of corporate and individual goals. Compensation levels for
executives are established after considering measures that include, but are not
limited to, financial performance. Furthermore, qualitative factors such as
commitment, leadership, teamwork, and community involvement are considered in
compensation deliberations. The Committee has complete access to all necessary
personnel records, financial reports, and other data.
Components of Compensation. In evaluating executive compensation, the
Committee concentrates on three fundamental components: salary, annual bonus,
and long-term incentive compensation.
Salary levels for senior executives and other officers are reviewed by the
Committee on an annual basis. Salary levels reflect an individual's
responsibilities and experience and the Committee's view of competitive
marketplace conditions. Bonuses have been used to provide cash distributions to
executives, depending upon a variety of factors relating to Company and Bank
performance and individual performance. Although the Committee's decisions are
discretionary and no specific goals were set, the general factors that were used
to determine bonuses were the individual's contribution to the Company's and the
Bank's success since the executive's last evaluation and the demonstrated
capacity to adapt to meet the future needs of each. No particular weightings of
these factors were used to calculate bonuses.
The third component of the executive compensation strategy of the Company
and the Bank is its long-term incentive compensation program, under which
executives receive stock options that offer them the possibility of future
gains, depending on the executive's continued employment by the Company or the
Bank and the long-term price appreciation of the Company's common stock. In the
view of the Compensation Committee, a portion of the total compensation of
senior executives over a period of years should consist of such long-term
incentive awards. All stock options have been granted with exercise prices equal
to the fair market value on the date of grant. The specific factors considered
in determining eligibility and the number of shares to be granted were the
executive's position and responsibilities, the contributions made toward
achieving the strategic goals of the Company and the Bank, and the capacity to
adjust to new and more demanding challenges.
Committee Review of Executive Compensation. In making its recommendations
regarding executive compensation at fiscal year-end 2005, the Committee was
influenced by several positive factors. Primary among these was the financial
performance of the Company and the significant role of the Company's executive
officers in bringing it about. Another key consideration was the degree to which
management has continued to convey the Company's message in a timely and
effective manner to the public markets, and to fulfill the responsibilities of a
publicly traded company. Additional accomplishments, less measurable in
quantitative form but of equal importance to the Company and the Bank, included
advances in strategic direction, strengthened internal controls, and regulatory
compliance.
Compensation of the Chief Executive Officer. In assessing appropriate types
and amounts of compensation for the CEO, the Committee evaluates both corporate
and individual performance. Corporate factors included in such evaluation are:
return on average assets, the level of the efficiency ratio, and the market
performance of the common stock. Individual factors include the CEO's initiation
and implementation of successful business strategies; maintenance of an
effective management team; and various personal qualities, including leadership,
commitment, and professional and community standing.
15
After reviewing the Company's fiscal 2005 results in comparison with those
of its industry peers, as well as his individual contributions, the Committee
made no adjustment to Mr. Powell's salary for 2006.
This report has been provided by the Compensation and Benefits Committee.
A.J. Baltz Marcus Van Camp
N. Ray Campbell
16
Stock Performance Graph
The following graph compares the cumulative total stockholder return
including dividends for the five-year period ended on September 30, 2005, for
the following: (a) the common stock of the Company, (b) stocks included in the
Nasdaq Composite Index, and (c) stocks included in the SNL Thrift Index.
Management of the Company cautions that the stock price performance shown in the
graph should not be considered indicative of potential future stock price
performance.
- --------------------------------------------------------------------------------
Pocahontas Bancorp, Inc.
- --------------------------------------------------------------------------------
[GRAPHIC OMITTED]
Period Ended
------------------------------------------------------------------------------------------
Index 09/30/00 09/30/01 09/30/02 09/30/03 09/30/04 09/30/05
- --------------------------------------------------------------------------------------------------------------------------------
Pocahontas Bancorp, Inc. 100.00 108.33 148.81 185.65 236.04 185.55
NASDAQ - Total US 100.00 40.92 32.12 49.20 52.50 59.95
SNL Thrift Index 100.00 135.07 142.16 197.08 227.67 238.96
This stock performance graph shall not be deemed incorporated by reference by
any general statement incorporating by reference this Proxy Statement into any
filing under the Securities Act of 1933, as amended, or the Securities Exchange
Act of 1934, as amended, except to the extent that the Company specifically
incorporates this information by reference, and shall not otherwise be deemed
filed under such Acts.
17
Certain Transactions
The Bank has followed a policy of granting consumer loans and loans secured
by one-to-four family real estate to officers, directors and employees. Loans to
directors and executive officers are made in the ordinary course of business and
on the same terms and conditions as those of comparable transactions with the
general public prevailing at the time, in accordance with the Bank's
underwriting guidelines, and do not involve more than the normal risk of
collectability or present other unfavorable features.
All loans by the Bank to its directors and executive officers are subject
to Office of Thrift Supervision regulations restricting loan and other
transactions with affiliated persons of the Bank. Federal law generally requires
that all loans to directors and executive officers be made on terms and
conditions comparable to those for similar transactions with non-affiliates,
subject to limited exceptions. However, recent regulations now permit executive
officers and directors to receive the same terms on loans through plans that are
widely available to other employees, as long as the director or executive
officer is not given preferential treatment compared to the other participating
employees. Loans to all directors, executive officers, and their associates
totaled $13.1 million at September 30, 2005, which was 24.9% of the Company's
stockholders' equity at that date. There were no loans outstanding to any
director, executive officer or their affiliates at preferential rates or terms
during the three years ended September 30, 2005. All loans to directors and
officers were performing in accordance with their terms at September 30, 2005.
Section 402 of the Sarbanes-Oxley Act of 2002 generally prohibits an issuer
from: (1) extending or maintaining credit; (2) arranging for the extension of
credit; or (3) renewing an extension of credit in the form of a personal loan
for an officer or director. There are several exceptions to this general
prohibition, one of which is applicable to the Company. Sarbanes-Oxley does not
apply to loans made by a depository institution that is insured by the FDIC and
is subject to the insider lending restrictions of the Federal Reserve Act. All
loans to the Company's directors and officers are made in conformity with the
Federal Reserve Act and applicable regulations of the FDIC and the Office of
Thrift Supervision.
Lindley Smith, a director of the Company and of the Bank, has been engaged
to provide consulting services to the Company and the Bank. During the year
ended September 30, 2005, the Company paid Mr. Smith $36,000 in consulting fees
and approximately $24,000 for life, health and disability insurance.
INDEPENDENT PUBLIC ACCOUNTANTS
Deloitte & Touche, LLP conducted the audit of the Company's accounts for
fiscal 2005. A representative of Deloitte & Touche, LLP, is expected to attend
the Meeting to respond to appropriate questions and to make a statement if he so
desires.
The Sarbanes-Oxley Act of 2002 requires the Audit Committee of the Board of
Directors to be directly responsible for the appointment, compensation, and
oversight of the audit work of the independent auditors. However, the Audit
Committee has not yet determined the Company's auditors for the 2006 fiscal
year.
Set forth below is certain information concerning aggregate fees billed for
professional services rendered by Deloitte & Touche, LLP during fiscal years
2005 and 2004.
2005 2004
---- ----
Audit Fees $ 269,520 $ 217,755
Audit Related Fees 8,000 13,331
Tax Fees -- 12,875
All Other Fees -- --
The Audit Committee has considered whether the provision of non-audit
services, which relate primarily to tax services rendered during the year ended
September 30, 2004, was compatible with maintaining Deloitte & Touche, LLP's
independence. The Audit Committee concluded that performing such services did
not affect Deloitte & Touche, LLP's independence in performing its function as
auditor of the Company.
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The Audit Committee pre-approves all auditing services and permitted
non-audit services (including the fees and terms thereof) to be performed for
the Company by Deloitte & Touche, LLP, subject to the de minimus exceptions for
non-audit services described in Section 10A(i)(1)(B) of the Securities Exchange
Act of 1934, as amended, which are approved by the Audit Committee prior to the
completion of the audit. The Audit Committee pre-approved 100% of the
audit-related fees and tax fees described above during the fiscal years ended
September 30, 2005 and 2004.
STOCKHOLDER PROPOSALS
In order to be eligible for inclusion in the Company's proxy materials for
the next Annual Meeting of Stockholders, any stockholder proposal to take action
at such meeting has to be received at the Company's executive office, 1700 East
Highland Drive, Jonesboro, Arkansas 72401, no later than September 7, 2006. Any
such proposals shall be subject to the requirements of the proxy rules adopted
under the Exchange Act.
ADVANCE NOTICE OF BUSINESS TO BE BROUGHT BEFORE AN ANNUAL MEETING
The Bylaws of the Company provide an advance notice procedure for certain
business, or nominations to the Board of Directors to be brought before an
annual meeting. In order for a stockholder to properly bring business before an
annual meeting, or to propose a nominee to the Board, the stockholder must give
written notice to the Secretary of the Company not less than ninety (90) days
before the date fixed for such meeting; provided, however, that in the event
that less than one hundred (100) days notice or prior public disclosure of the
date of the meeting is given or made, notice by the stockholder to be timely
must be received not later than the close of business on the tenth day following
the day on which such notice of the date of the annual meeting was mailed or
such public disclosure was made. The notice must include the stockholder's name,
record address, and number of shares owned by the stockholder, describe briefly
the proposed business, the reasons for bringing the business before the annual
meeting, and any material interest of the stockholder in the proposed business.
In the case of nominations to the Board, certain information regarding the
nominee must be provided. Nothing in this paragraph shall be deemed to require
the Company to include in its proxy statement and proxy relating to an annual
meeting any stockholder proposal which does not meet all of the requirements for
inclusion established by the SEC in effect at the time such proposal is
received.
The date on which the next annual meeting of stockholders is expected to be
held is February 14, 2007. Accordingly, advance written notice of business or
nominations to the Board of Directors to be brought before this annual meeting
of stockholders must be given to the Company no later than November 16, 2006. If
notice is received after November 10, 2006, it will be considered untimely, and
the Company will not be required to present the matter at the stockholders'
meeting.
OTHER MATTERS
The Board of Directors is not aware of any business to come before the
Meeting other than the matters described above in this Proxy Statement. However,
if any matters should properly come before the Meeting, it is intended that
holders of the proxies will act as directed by a majority of the Board of
Directors except for matters related to the conduct of the Meeting, as to which
they shall act in accordance with their best judgment.
The cost of solicitation of proxies will be borne by the Company. The
Company will reimburse brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in sending proxy materials
to the beneficial owners of Common Stock. In addition to solicitation by mail,
directors, officers and regular employees of the Company and the Bank may
solicit proxies personally or by telegraph or telephone without additional
compensation.
19
A COPY OF THE COMPANY'S REPORT ON FORM 10-K FOR THE YEAR ENDED SEPTEMBER 30,
2005, AND A COPY OF THE COMPANY'S 2005 ANNUAL REPORT TO STOCKHOLDERS WILL BE
FURNISHED WITHOUT CHARGE TO STOCKHOLDERS AS OF THE RECORD DATE UPON WRITTEN OR
TELEPHONIC REQUEST TO JAMES A. EDINGTON, SECRETARY, POCAHONTAS BANCORP, INC.,
1700 EAST HIGHLAND DRIVE, JONESBORO, ARKANSAS 72401, OR CALL 870-802-1700.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ James A. Edington
James A. Edington
Secretary
Jonesboro, Arkansas
January 5, 2006
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REVOCABLE PROXY
POCAHONTAS BANCORP, INC.
ANNUAL MEETING OF STOCKHOLDERS
February 8, 2006
The undersigned hereby appoints the official proxy committee consisting of
those members of the Board of Directors not nominated below, with full powers of
substitution, to act as attorneys and proxies for the undersigned to vote all
shares of Common Stock of the Company which the undersigned is entitled to vote
at the Annual Meeting of Stockholders ("Annual Meeting") to be held at the
Jonesboro Country Club, 1408 E. Nettleton Avenue, Jonesboro, Arkansas on
February 8, 2006 at 2:00 p.m., Arkansas Time. The official proxy committee is
authorized to cast all votes to which the undersigned is entitled as follows:
VOTE
FOR WITHHELD
(except as
marked to the
contrary
below)
1. The election as Director of the nominee listed [ ] [ ]
below, to serve for a term of three years.
Ralph P. Baltz
Marcus Van Camp
Lindley V. Smith
INSTRUCTION: To withhold your vote for the
nominee, write the name of the nominee(s) on the
line(s) below.
_____________________
_____________________
The Board of Directors recommends a vote "FOR" the listed proposal.
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THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY WILL BE VOTED FOR THE PROPOSITION STATED ABOVE. IF ANY OTHER BUSINESS IS
PRESENTED AT SUCH ANNUAL MEETING, THIS PROXY WILL BE VOTED AS DIRECTED BY A
MAJORITY OF THE BOARD OF DIRECTORS. AT THE PRESENT TIME, THE BOARD OF DIRECTORS
KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE ANNUAL MEETING. HOWEVER,
EXECUTION OF A PROXY CONFERS ON THE PROXY HOLDERS DISCRETIONARY AUTHORITY TO
VOTE THE SHARES REPRESENTED BY THE PROXY IN ACCORDANCE WITH THEIR BEST JUDGMENT
ON SUCH OTHER BUSINESS, IF ANY, THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING
OR ANY ADJOURNMENTS THEREOF, INCLUDING WHETHER OR NOT TO ADJOURN THE MEETING.
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THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should the undersigned be present and elect to vote at the Annual Meeting or at
any adjournment thereof and after notification to the Secretary of the Company
at the Annual Meeting of the stockholder's decision to terminate this proxy,
then the power of said attorneys and proxies shall be deemed terminated and of
no further force and effect. This proxy may also be revoked by sending written
notice to the Secretary of the Company at the address set forth on the Notice of
Annual Meeting of Stockholders, or by the filing of a later proxy prior to a
vote being taken on a particular proposal at the Annual Meeting.
The undersigned acknowledges receipt from the Company prior to the execution of
this proxy of notice of the Annual Meeting; a proxy statement dated January 5,
2006, and audited financial statements.
Dated: _________________________ [ ] Check Box if You Plan
to Attend Annual Meeting
- -------------------------------- --------------------------------
PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
- -------------------------------- --------------------------------
SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER
Please sign exactly as your name appears on this card. When signing as attorney,
executor, administrator, trustee or guardian, please give your full title.
- --------------------------------------------------------------------------------
Please complete and date this proxy and return it promptly
in the enclosed postage-prepaid envelope.
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