SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the SEC Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
PSB GROUP, INC.
----------------------------------------------
(Name of Registrant as Specified in Its Charter)
----------------------------------------------
(Name of Person(s) Filing Proxy Statement,
if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction
applies:______________________________________________________
(2) Aggregate number of securities to which transaction
applies:______________________________________________________
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined): _____________________________________________
(4) Proposed maximum aggregate value of transaction:______________
(5) Total fee paid: ______________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
(1) Amount Previously Paid: ______________________________________
(2) Form, Schedule or Registration Statement: ____________________
(3) Filing Party: ________________________________________________
(4) Date Filed: _________________________________________________
PSB GROUP, INC.
1800 EAST 12 MILE ROAD
MADISON HEIGHTS, MI 48071-2600
(248) 548-2900
March 21, 2005
Dear Shareholder:
I am pleased to invite you to attend the PSB Group, Inc.'s 2005
annual meeting of shareholders on Tuesday, April 26, 2005. We will hold the
meeting at 2:00 p.m. at the Ukrainian Cultural Center, 26601 Ryan Road, Warren,
Michigan.
On the page following this letter, you will find the Notice of
Meeting which lists the matters to be considered at the meeting. Following the
Notice of Meeting is the proxy statement which describes these matters and
provides you with additional information about our Company. Also enclosed you
will find your proxy card, which allows you to vote on these matters, and the
Company's 2004 Annual Report.
Your vote is important. A majority of the common stock must be
represented, either in person or by proxy, to constitute a quorum for the
conduct of business. PLEASE COMPLETE AND MAIL IN YOUR PROXY CARD PROMPTLY, EVEN
IF YOU PLAN TO ATTEND THE MEETING. You can attend the meeting and vote in
person, even if you have sent in a proxy card.
The Board of Directors recommends that shareholders vote FOR each of
the proposals stated in the proxy statement.
The rest of the Board and I look forward to seeing you at the
meeting. Whether or not you can attend, we greatly appreciate your cooperation
in returning the proxy card.
Sincerely,
/s/ Robert L. Cole
-------------------------------------
Robert L. Cole
President and Chief Executive Officer
PSB GROUP, INC.
1800 EAST 12 MILE ROAD
MADISON HEIGHTS, MI 48071-2600
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TIME................. 2:00 p.m. on Tuesday, April 26, 2005
PLACE................ Ukrainian Cultural Center
26601 Ryan Road
Warren, Michigan
ITEMS OF BUSINESS.... (1) To elect three members of the Board of Directors
each for a three-year term.
(2) To ratify the selection of Plante & Moran, PLLC as
independent auditors of the Company for the 2005
fiscal year.
(3) To transact such other business as may properly
come before the Meeting.
ANNUAL REPORT........ Our 2004 Annual Report, which is not a part of the proxy
soliciting material, is enclosed.
RECORD DATE.......... You can vote if you are a shareholder of record on
March 1, 2005.
QUORUM............... A majority of the shares of common stock must be
represented at the meeting. If there are insufficient
shares, the meeting may be adjourned.
March 21, 2005 David A. Wilson
Secretary
TABLE OF CONTENTS
SOLICITATION AND VOTING......................................................... 1
Shareholders Entitled to Vote................................................ 1
Voting Procedures............................................................ 1
Voting Procedures for Shares in the Company's ESOP........................... 2
Required Vote................................................................ 2
Revoking a Proxy............................................................. 2
List of Shareholders......................................................... 2
Cost of Proxy Solicitation................................................... 3
Inspector of Election........................................................ 3
Other Matters................................................................ 3
GOVERNANCE OF THE COMPANY....................................................... 3
Role and Composition of the Board of Directors............................... 3
COMMITTEES OF THE BOARD......................................................... 4
The Executive Committee...................................................... 4
The Audit Committee.......................................................... 4
Audit Committee Financial Expert............................................. 4
The Directors Loan Committee................................................. 4
The Investment and Asset Liability Management Committee...................... 4
The Nominating Committee..................................................... 5
The Compensation and Benefits Committee...................................... 5
The Strategic and Long Range Planning Committee.............................. 5
Code of Ethics............................................................... 5
Shareholder Communications with the Board.................................... 6
ITEM 1. ELECTION OF DIRECTORS................................................... 6
NOMINEES WHOSE TERMS WILL EXPIRE IN 2008........................................ 7
DIRECTORS WITH TERMS EXPIRING 2006.............................................. 7
DIRECTORS WITH TERMS EXPIRE 2007................................................ 8
ITEM 2. APPROVAL OF AUDITORS.................................................... 8
Audit Fees................................................................... 8
Audit Related Fees........................................................... 8
Tax Fees..................................................................... 8
All Other Fees............................................................... 9
SECURITY OWNERSHIP OF DIRECTORS, NOMINEES FOR DIRECTORS, MOST HIGHLY COMPENSATED
EXECUTIVE OFFICERS AND ALL DIRECTORS AND EXECUTIVE OFFICERS AS A GROUP....... 9
SECURITY OWNERSHIP OF SHAREHOLDERS HOLDING 5% OR MORE........................... 10
EXECUTIVE COMPENSATION.......................................................... 11
COMPENSATION TABLE.............................................................. 11
OTHER COMPENSATION ARRANGEMENTS................................................. 12
Director Compensation........................................................ 12
Compensation Committee Interlocks and Insider Participation.................. 12
Transactions With Certain Related Persons.................................... 12
Employment Agreements........................................................ 12
PERFORMANCE GRAPH............................................................... 14
EXECUTIVE COMPENSATION COMMITTEE REPORT......................................... 15
Compensation Philosophy...................................................... 15
Compensation Methodology..................................................... 15
Components of Compensation................................................... 15
Base Salary.................................................................. 15
Annual Incentive............................................................. 15
Chief Executive Officer...................................................... 16
AUDIT COMMITTEE REPORT.......................................................... 16
COMPLIANCE WITH SECTION 16...................................................... 17
REQUIREMENTS, INCLUDING DEADLINES, FOR SUBMISSION OF PROXY PROPOSALS,
NOMINATION OF DIRECTORS AND OTHER BUSINESS OF SHAREHOLDERS................... 17
PSB GROUP, INC.
1800 EAST 12 MILE ROAD
MADISON HEIGHTS, MI 48071-2600
SOLICITATION AND VOTING
We are sending you this Proxy Statement and the enclosed proxy card
because the Board of Directors of PSB Group, Inc. (the "Company" "we" or "us")
is soliciting your proxy to vote at the 2005 Annual Meeting of Shareholders (the
"Annual Meeting"). This Proxy Statement summarizes the information you need to
know to vote intelligently at the Annual Meeting.
You are invited to attend our Annual Meeting of Shareholders on
April 26, 2005 beginning at 2:00 p.m. The Annual Meeting will be held at the
Ukrainian Cultural Center, 26601 Ryan Road, Warren, Michigan.
This Proxy Statement and the enclosed form of proxy are being mailed
starting March 21, 2005.
SHAREHOLDERS ENTITLED TO VOTE
Holders of record of common stock of the Company at the close of
business on March 1, 2005 are entitled to receive this notice. Each share of
common stock of the Company is equal to one vote.
There is no cumulative voting at the Annual Meeting.
As of the record date, there were 2,885,073 common shares
outstanding.
VOTING PROCEDURES
You can vote on matters to come before the meeting in one of three
ways:
- you can come to the Annual Meeting and cast your vote
there;
- you can vote by giving a proxy to another person who can
cast your vote at the Annual Meeting: or
- you can vote by signing and returning the enclosed proxy
card. If you do so, the individuals named as proxies on
the card will vote your shares in the manner you
indicate.
You may also choose to vote for all of the nominees for directors
and each proposal by simply signing, dating and returning the enclosed proxy
card without further direction. All signed and returned proxies that contain no
direction as to vote will be voted FOR each of the nominees for director and FOR
each of the proposals.
The Board of Directors has selected itself as the persons to act as
proxies on the proxy card.
If you plan to attend the Annual Meeting and vote in person, you
should request a ballot when you arrive. IF YOUR SHARES ARE HELD IN THE NAME OF
YOUR BROKER, BANK OR OTHER NOMINEE, THE INSPECTOR OF ELECTION WILL REQUIRE YOU
TO PRESENT A POWER OF ATTORNEY OR PROXY IN YOUR NAME FROM SUCH BROKER, BANK OR
OTHER NOMINEE FOR YOU TO VOTE SUCH SHARES AT THE ANNUAL MEETING. Please contact
your broker, bank or nominee.
VOTING PROCEDURES FOR SHARES IN THE COMPANY'S ESOP
If you participate in the Company's ESOP, please return your proxy
in the envelope on a timely basis to ensure that your proxy is voted. If you own
or are entitled to give voting instructions for shares in the ESOP and do not
vote your shares or give voting instructions, generally, the Plan Administrator
or Trustee will vote your shares in the same proportion as the shares for all
plan participants for which voting instructions have been received. Holders of
shares in the ESOP will not be permitted to vote such shares at the Annual
Meeting, but their attendance is encouraged and welcome.
REQUIRED VOTE
The presence, in person or by proxy, of the holders of a majority of
the votes entitled to be cast by the shareholders at the Annual Meeting is
necessary to constitute a quorum. Abstentions and broker "non votes" are counted
as present and entitled to vote for purposes of determining a quorum. A broker
"non vote" occurs when a broker, bank or other nominee holding shares for a
beneficial owner does not vote on a particular proposal because such broker,
bank or nominee does not have discretionary authority to vote and has not
received instructions from the beneficial owner.
Once a quorum is achieved, a plurality of votes cast is all that is
necessary for the election of Directors. Abstentions and broker "non votes" are
not counted in determining the vote. As to ratification of Plante & Moran, PLLC
and all other matters that may come before the meeting, the affirmative vote of
a majority of votes cast is necessary for the approval of such matters.
Abstentions and broker non votes are again not counted for purposes of approving
the matter.
REVOKING A PROXY
If you give a proxy, you may revoke it at any time before it is
exercised. You may revoke your proxy in any one of three ways:
- You may send in another proxy with a later date;
- You may notify the Company's Secretary in writing at PSB
Group, Inc., 1800 East 12 Mile Road, Madison Heights,
Michigan 48071-2600; or
- You may revoke by voting in person at the Annual
Meeting.
If you choose to revoke your proxy by attending the Annual Meeting,
you must vote in accordance with the rules for voting at the Annual Meeting.
Attending the Annual Meeting alone will not constitute revocation of a proxy.
LIST OF SHAREHOLDERS
A list of shareholders entitled to vote at the Annual Meeting will
be available at the Company's offices at 1800 East 12 Mile Road, Madison
Heights, Michigan for a period of ten days prior to the Annual Meeting. A list
will also be available at the Annual Meeting itself.
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COST OF PROXY SOLICITATION
We will pay the expenses of soliciting proxies. Proxies may be
solicited on our behalf by Directors, officers or employees in person or by
telephone, mail or telegram. Directors, officers and employees who solicit
proxies will not be compensated for such activities. We have not hired and do
not intend to hire a proxy solicitation firm to assist us in the distribution
and solicitation of proxies. The Company will also request persons, firms and
corporations holding shares in their names for other beneficial owners to send
proxy materials to such beneficial owners. The Company will reimburse these
persons for their expenses.
INSPECTOR OF ELECTION
Your proxy returned in the enclosed envelope will be delivered to
the Company's Secretary, David A. Wilson. The Board of Directors has designated
Barbara Heath and Rhonda Kozlowski of PSB Group, Inc. to act as inspectors of
election and to tabulate the votes at the Annual Meeting. After the final
adjournment of the Annual Meeting, the proxies will be returned to the Company.
OTHER MATTERS
The Board of Directors knows of no business which will be presented
for consideration at the Annual Meeting other than as stated in the Notice of
Annual Meeting of Shareholders. If, however, other matters are properly brought
before the Annual Meeting, it is the intention of the persons named in the
proxies to vote the shares on such matters in their discretion.
GOVERNANCE OF THE COMPANY
ROLE AND COMPOSITION OF THE BOARD OF DIRECTORS
Our Company's Board of Directors is the ultimate decision making
body of the Company, except for matters which law or our Articles of
Incorporation requires the vote of shareholders. The Board of Directors selects
the management of the Company which is responsible for the Company's day to day
operations. The Board acts as an advisor to management and also monitors its
performance. Our Board of Directors has determined that each of Messrs. Wood,
Morawski, Jacobs, Ross and Kowalski are independent as independence is defined
in the National Association of Securities Dealers' listing standards, as those
standards have been modified or supplemented.
During 2004, the Board of Directors met as the Company's Board of
Directors 16 times. In addition, the Board of Directors has authorized seven
Committees to manage distinct matters of the Company. These Committees are the
Executive Committee, the Audit Committee, the Directors Loan Committee, the
Investment and Asset/Liability Management Committee, the Nominating Committee,
the Compensation and Benefits Committee and the Strategic and Long Range
Planning Committee. Membership on each of the Committees is set forth on the
table below. All of our Directors attended 75 percent or more of the meetings of
the Board and the Board Committees on which they served in 2004.
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COMMITTEES OF THE BOARD
INVESTMENT STRATEGIC AND
AND LONG RANGE
DIRECTORS ASSET/LIABILITY COMPENSATION PLANNING
NAME EXECUTIVE AUDIT LOAN MANAGEMENT NOMINATING AND BENEFITS COMMITTEE
---- --------- ----- --------- --------------- ---------- ------------ -------------
Robert L. Cole X X X X * X
James B. Jacobs X X X X
Michael J. Kowalski X X X X
Longine V. Morawski X X X X X X
Sydney L. Ross X X X
Edward Turner X X
David L. Wood X X X X X X
*Nonvoting member
THE EXECUTIVE COMMITTEE (Number of Meetings in 2004: 13)
The Executive Committee oversees and evaluates the Chief Executive
Officer, develops new initiatives for presentation to the Board of Directors,
and is responsible for Board issues which arise during intervals between Board
meetings.
THE AUDIT COMMITTEE (Number of Meetings in 2004: 6)
The Audit Committee is responsible for recommending the annual
appointment of the public accounting firm to be our outside auditors, subject to
approval of the Board of Directors and shareholders. The Committee is
responsible for the following tasks:
- maintaining a liaison with the outside auditors
- reviewing the adequacy of audit and internal controls
- reviewing with management and outside auditors financial
disclosures of the Company
- reviewing any material changes in accounting principles
or practices used in preparing statements
Audit Committee Financial Expert. While the Board of Directors endorses the
effectiveness of our Audit Committee, its membership does not include a director
who qualifies for designation as an "audit committee financial expert" - a new
concept under federal regulation that contemplates such designation only when an
audit committee member satisfies all five qualification requirements, such as
experience (or "experience actively supervising" others engaged in), preparing,
auditing, analyzing or evaluating financial statements presenting a level of
accounting complexity comparable to what is encountered in connection with our
Company's financial statements.
THE DIRECTORS LOAN COMMITTEE (Number of Meetings in 2004: 32)
The Directors Loan Committee is responsible for reviewing and making
recommendations concerning the Company's credit policy, providing an annual
strategic analysis and business plan for lending, reviewing loans requiring full
Board approval prior to presentation and approving loans with total commitments
between $1,000,000 and $2,000,000. This committee meets on an adhoc basis as is
needed.
THE INVESTMENT AND ASSET LIABILITY MANAGEMENT COMMITTEE (Number of Meetings in
2004: 1)
The primary objective of the Investment and Asset/Liability
Management Committee is to review the investment strategy implementation, the
asset/liability management results and to review the policies governing the
investments and asset/liability management. This committee generally meets once
a year.
4
THE NOMINATING COMMITTEE (Number of Meetings in 2004: 2)
Our Board of Directors has a Nominating Committee which consists of
three directors. David L. Wood, Michael J. Kowalski and Longine V. Morawski are
the current members of this committee. The Nominating Committee identifies
individuals to become board members and selects, or recommends for the board's
selection, director nominees to be presented for shareholder approval at the
annual meeting of shareholders or to fill any vacancies.
Our Board of Directors has adopted a written charter for the
Nominating Committee, a copy of which was attached as an appendix to the proxy
statement in connection with the 2004 annual meeting and is also available to
shareholders on our website, at http://www.psbnetbank.com. Each of the members
of our Nominating Committee is independent as independence is defined in the
National Association of Securities Dealers' listing standards, as those
standards have been modified or supplemented.
The Nominating Committee's policy is to consider director candidates
recommended by shareholders. Such recommendations must be made pursuant to
notice in writing by January 1 of the year in which the meeting will be held to:
PSB Group, Inc.
1800 East 12 Mile Road
Madison Heights, Michigan 48072-2600
Attn: David A. Wilson, Secretary
The Nominating Committee has not established specific, minimum qualifications
for recommended nominees or specific qualities or skills for one or more of our
directors to possess. The Nominating Committee uses a subjective process for
identifying and evaluating nominees for director, based on the information
available to, and the subjective judgments of, the members of the Nominating
Committee and our then current needs, although the committee does not believe
there would be any difference in the manner in which it evaluates nominees based
on whether the nominee is recommended by a shareholder. Historically, nominees
have been existing directors or business associates of our directors or
officers.
THE COMPENSATION AND BENEFITS COMMITTEE (Number of Meetings in 2004: 6)
The primary objective of the Compensation and Benefits Committee is
to review the entire benefits package for the Company. This includes the 401(k)
Profit Sharing Plan, the salary and wages budget, the Executive Bonus Plan and
the health and welfare benefits. The committee is also responsible for
publishing an annual Executive Compensation Committee Report for the
shareholders. This committee meets as needed, generally three times a year.
THE STRATEGIC AND LONG RANGE PLANNING COMMITTEE (Number of Meetings in 2004: 5)
The Strategic and Long Range Planning Committee is responsible for
plans that exceed 2 years. This can include branching, acquisitions, formation
of new companies or other items that take a longer timeframe to be completed. It
provides management with direction on the long term goals and what needs to be
focused on with goals in the 3 to 5 years or longer range.
CODE OF ETHICS
The Company has adopted a Code of Ethics that applies to all of our
employees, officers and directors, including our principal executive officer,
principal financial officer, principal accounting officer or controller, or
persons performing similar functions. Our Code of Ethics contains written
standards that we believe are reasonably designed to deter wrongdoing and to
promote:
- Honest and ethical conduct, including the ethical
handling of actual or apparent conflicts of interest
between personal and professional relationships;
- Full, fair, accurate, timely, and understandable
disclosure in reports and documents that we file with,
or submit to, the Securities and Exchange Commissions
and in other public communications we make;
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- Compliance with applicable governmental laws, rules and
regulations;
- The prompt internal reporting of violations of the code
to an appropriate person or persons named in the code;
and
- Accountability for adherence to the code.
This Code of Ethics is attached to our Annual Report on Form 10-K for the fiscal
year ended December 31, 2004 as Exhibit 14. We have also posted it on our Web
site at http://www.psbnetbank.com. We will provide to any person without charge,
upon request, a copy of our Code of Ethics. Requests for a copy of our Code of
Ethics should be made to our Secretary at 1800 East 12 Mile Road, Madison
Heights, Michigan 48071-2600. We intend to satisfy the disclosure requirement
under Item 5.05 of Form 8-K regarding an amendment to, or a waiver from, a
provision of our Code of Ethics that applies to our principal executive officer,
principal financial officer, principal accounting officer or controller or
persons performing similar functions and that relates to any element of the code
definition enumerated in Securities and Exchange Commission, Regulation S-K,
Item 406(b) by posting such information on our Web site at
http://www.psbnetbank.com within five business days following the date of the
amendment or waiver.
SHAREHOLDER COMMUNICATIONS WITH THE BOARD
Our Board of Directors has a process for shareholders to send
communications to the Board of Directors, its Nominating Committee or its Audit
Committee, including complaints regarding accounting, internal accounting
controls, or auditing matters. Communications can be sent to the Board of
Directors, its Nominating Committee or its Audit Committee or specific directors
either by regular mail to the attention of the Board of Directors, its
Nominating Committee, its Audit Committee or specific directors, at our
principal executive offices at 1800 East 12 Mile Road, Madison Heights, Michigan
48071-2600. All of these communications will be reviewed by our Secretary (1) to
filter out communications that our Secretary deems are not appropriate for our
directors, such as spam and communications offering to buy or sell products or
services, and (2) to sort and relay the remainder to the appropriate directors.
We encourage all of our directors to attend the annual meeting of shareholders,
if possible. All of our current directors attended the 2004 annual meeting of
shareholders.
ITEM 1. ELECTION OF DIRECTORS
The Board of Directors is divided into three classes, currently
consisting of classes of three, three, and one director, respectively. Each
class of directors is elected for a three-year term. One class of directors is
up for election each year. This results in a staggered Board which ensures
continuity from year to year.
Three directors will be elected at the Annual Meeting, each to serve
a three-year term expiring at our Annual Meeting in 2008.
The persons named in the enclosed proxy card intend to vote the
proxy for the election of each of the three nominees unless you indicate on the
proxy card that your vote should be withheld from any or all of such nominees.
Each nominee elected as director will continue in office until his or her
successor has been elected, or until his death, resignation or retirement.
The Board of Directors has proposed the following nominees for
election as directors with the term expiring at the Annual Meeting in the year
set forth below:
CLASS I - TERM EXPIRING IN 2008
Robert L. Cole
Michael J. Kowalski
Sydney L. Ross
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE NOMINEES
AS DIRECTORS.
6
We expect the nominees to be able to serve if elected. If any
nominee is not able to serve, proxies may be voted for substitute nominees. The
principal occupation and certain other information about the nominees and other
directors whose terms of office continue after the Annual Meeting is set forth
below.
NOMINEES WHOSE TERMS WILL EXPIRE IN 2008
NAME AND AGE AS OF POSITION, PRINCIPAL OCCUPATION,
THE ANNUAL MEETING BUSINESS EXPERIENCE AND DIRECTORSHIP
Robert L. Cole, Age 63 Robert L. Cole has been with the Company since 1996
serving as its Chief Executive Officer, President
and a director. Mr. Cole was also President of The
State Bank located in Fenton, Michigan in the
commercial banking division from 1977 until 1996.
Michael J. Kowalski, Age 41 Michael J. Kowalski has served as President of
Kowalski Companies, a sausage and meat
manufacturer, since 1994. Mr. Kowalski has served
as a director of the Company since 1994.
Sydney L. Ross, Age 55 Sydney L. Ross is the President of General Wine and
Liquor Company, a wholesale wine and spirit
delivery company and has served in such capacity
since 1978. Mr. Ross became a director of the
Company in 2001.
DIRECTORS WITH TERMS EXPIRING 2006
NAME AND AGE AS OF POSITION, PRINCIPAL OCCUPATION,
THE ANNUAL MEETING BUSINESS EXPERIENCE AND DIRECTORSHIP
James B. Jacobs, Age 60 Elected to the board of directors in 2003. Director
of the Center for Workforce Development, Macomb
Community College (6/00-present); Associate Vice
President, Macomb Community College (1/97-6/00).
Longine V. Morawski, Age 53 President of MP Tool & Engineering, a manufacturing
company, since 1974. Mr. Morawski has served as a
director of the Company since 1999 and has served
as Vice Chairman of the Board of Directors of the
Company since 2000.
Edward Turner, Age 58 President of Turner and Associates Consultants, a
consulting firm which specializes in providing
consulting services to financial institutions,
since 1995. Mr. Turner was appointed to the Board
of Directors in 2001.
7
DIRECTORS WITH TERMS EXPIRING 2007
NAME AND AGE AS OF POSITION, PRINCIPAL OCCUPATION,
THE ANNUAL MEETING BUSINESS EXPERIENCE AND DIRECTORSHIP
David L. Wood, Age 60 David L. Wood has been Manager of Colonial
Bushings, Inc., a manufacturer of precision tooling
components, since 1973. Mr. Wood has served as a
director of the Company since 1985 and has served
as its Chairman since 2000.
ITEM 2. APPROVAL OF AUDITORS
The Board of Directors, upon the recommendation of its Audit
Committee, has appointed Plante & Moran, PLLC to serve as our independent
auditors for 2005. The Board of Directors is asking the shareholders to ratify
the appointment of Plante & Moran, PLLC.
In the event our shareholders fail to ratify the selection of Plante
& Moran, PLLC, the Audit Committee will consider it as a direction to select
other auditors for the subsequent year. Representatives of Plante & Moran, PLLC
will be present at the Annual Meeting to answer questions. They will also have
the opportunity to make a statement if they desire to do so.
AUDIT FEES
Audit fees and expenses billed to the Company by Plante & Moran,
PLLC for the audit of the Company's financial statements for the fiscal years
ended December 31, 2004 and December 31, 2003, and for review of the Company's
financial statements included in the Company's quarterly reports on Form 10-Q,
are as follows:
2004 2003
---- ----
$81,000 $72,000
AUDIT RELATED FEES
Audit related fees and expenses billed to the Company by Plante &
Moran, PLLC for fiscal years 2004 and 2003 for services related to the
performance of the audit or review of the Company's financial statements that
were not included under the heading "Audit Fees", are as follows:
2004 2003
---- ----
$6,800 $6,500
TAX FEES
Tax fees and expenses billed to the Company for fiscal years 2004
and 2003 for services related to tax compliance, tax advice and tax planning,
consisting primarily of preparing the Company's federal and state income tax
returns for the previous fiscal periods and inclusive of expenses are as
follows:
2004 2003
---- ----
$9,400 $9,500
8
ALL OTHER FEES
Fees and expenses billed to the Company by Plante & Moran, PLLC for
all other services provided during fiscal years 2004 and 2003 are as follows:
2004 2003
---- ----
$11,700 $29,300
In accordance with Section 10A(i) of the Exchange Act, before Plante
& Moran, PLLC is engaged by us to render audit or non-audit services, the
engagement is approved by our Audit Committee. None of the audit-related, tax
and other services described in the table above were approved by the Audit
Committee pursuant to Rule 2-01(c)(7)(i)(C) of Regulation S-X. None of the time
devoted by Plante & Moran on its engagement to audit the Company's financial
statements for the year ended December 31, 2004 is attributable to work
performed by persons other than Plante & Moran employees.
The affirmative vote of a majority of votes cast on this proposal,
without regard to abstentions or broker non votes, is required for approval of
this proposal.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF PLANTE
& MORAN, PLLC AS OUR INDEPENDENT AUDITORS FOR THE YEAR 2005.
SECURITY OWNERSHIP OF DIRECTORS, NOMINEES FOR DIRECTORS
MOST HIGHLY COMPENSATED EXECUTIVE OFFICERS AND
ALL DIRECTORS AND EXECUTIVE OFFICERS AS A GROUP
AMOUNT AND
NATURE OF BENEFICIAL OWNERSHIP
NAME OWNERSHIP(1) AS A PERCENT OF CLASS
---- -------------------- ---------------------
Theodore G. Bangert (Executive Officer) 1,069.5209 *
Robert L. Cole (Director and Executive Officer) 4,069.173 *
James B. Jacobs (Director) 300 *
Michael J. Kowalski (Director) 1,341.8361 *
Longine V. Morawski (Director) 24,912.4046 (2) *
Sydney L. Ross (Director) 15,236.5185 *
Edward Turner (Director) 800 *
David A. Wilson (Executive Officer) 6,488.907 *
David L. Wood (Director-Chairman) 36,900.4885 1.28%
All directors and executive officers as a group (9 persons) 92,280.3385 3.20%
- ----------
(1) The securities "beneficially owned" by an individual are determined as of
March 1, 2005 by information obtained from the persons listed above, in
accordance with the definition of "beneficial ownership" set forth in the
regulations of the Securities and Exchange Commission. Accordingly, they
may include securities owned by or for, among others, the wife and/or
minor children of the individual and any other relative who has the same
home as such individual, as well as other securities as to which the
individual has or shares voting or investment power or has the right to
acquire under outstanding stock options within 60 days after the date of
this Proxy Statement. Unless otherwise indicated below, the persons named
in this table have sole voting and sole investment power or share voting
and investment power with their respective spouses, with respect to all
shares beneficially owned. Beneficial ownership may be disclaimed as to
certain of the securities.
(2) Includes 14,592.4659 shares owned by MP Tooling & Engineering, Inc. and
1,899.9179 shares owned by LVM Enterprises, Inc., both of which companies
are 100% owned by Mr. Morawski.
* Less than 1% ownership as a percent of class.
9
SECURITY OWNERSHIP OF SHAREHOLDERS HOLDING 5% OR MORE
The table below contains shareholder information for persons
believed by the Company to own five percent or more of the Company's common
stock. Ownership of the Company's common stock is shown in terms of "beneficial
ownership." A person generally "beneficially owns" shares if he has either the
right to vote those shares or dispose of them. More than one person may be
considered to beneficially own the same shares.
In this Proxy Statement, unless otherwise noted, a person has sole
voting and dispositive power for those shares shown as beneficially owned by
him. The percentages shown below compare the persons beneficially owned shares
with the total number of shares of the Company's common stock outstanding on
March 1, 2005 (2,885,073 shares).
NUMBER
NAME AND ADDRESS OF PERCENT
OF BENEFICIAL OWNER SHARES OF CLASS
- ------------------- ------- --------
Christopher S. Olson 263,121(1) 9.12%
22641 Statler
St. Clair Shores, MI 48081
Lance K. Olson 263,121(2) 9.12%
305 Lincoln
Grosse Pointe, MI 48230
Madison Holdings Limited Partnership 225,864(3) 7.83%
27301 Dequindre Road
Madison Heights, Michigan 48071
Dr. Leon Fill Foundation 5,097(3) .18%
27301 Dequindre Road
Madison Heights, Michigan 48071
Norman M. Fill 597(3) .02%
27301 Dequindre Road
Madison Heights, Michigan 48071
- --------
(1) Based upon information disclosed in a Schedule 13G filed on or around
September 11, 2002.
(2) Based upon information disclosed in a Schedule 13G filed on or around
September 11, 2002.
(3) Based upon information disclosed in Schedules 13D filed on or around August
31, 2001. Madison Holdings Limited Partnership ("Madison"), Dr. Leon Fill
Foundation (the "Foundation"), and Norman M. Fill ("Fill") disclosed that they
had sole power to vote or dispose of certain shares. Fill is the managing
partner of Madison and the sole trustee of the Foundation. Madison, the
Foundation and Fill own an aggregate of 231,558 shares of common stock or 8.03%.
10
EXECUTIVE COMPENSATION
The following table shows, for the years ended December 31, 2004,
2003 and 2002, the cash compensation paid by the Company, as well as certain
other compensation paid or accrued for those years, to the Chief Executive
Officer and other executive officers who accrued salary and bonus in excess of
$100,000 in fiscal year 2004. There are no family relationships among any of the
executive officers or directors of the Company. Executive officers of the
Company serve at the discretion of the Board of Directors.
COMPENSATION TABLE
LONG-TERM COMPENSATION
ANNUAL COMPENSATION ----------------------
------------------- AWARDS PAYOUTS
OTHER ------ -------
ANNUAL RESTRICTED SECURITIES ALL OTHER
COMPEN- STOCK UNDERLYING LTIP COMPEN-
NAME AND PRINCIPAL SALARY BONUS SATION AWARDS OPTIONS/SARS PAYOUTS SATION
POSITION YEAR ($)(1) ($)(1) ($)(2) ($) (#) ($) ($)(3)(4)(5)
-------- ---- ------ ------ ------- ---------- ------------ ------- ------------
Robert L. Cole 2004 $224,000 $30,240 --- --- --- --- $31,491
President and Chief 2003 218,000 87,200 --- --- --- --- 32,946
Executive Officer 2002 210,000 89,250 --- --- --- --- 35,621
Theodore G. Bangert 2004 $136,700 $16,746 --- --- --- --- $10,855
Senior Vice President 2003 134,000 35,505 --- --- --- --- 12,767
and Senior Lender 2002 130,500 38,824 --- --- --- --- 14,966
David A. Wilson 2004 $115,800 $14,186 --- --- --- --- $ 9,308
Senior Vice President,
Chief Financial 2003 113,000 38,030 --- --- --- --- 10,887
Officer and Secretary 2002 109,000 41,965 --- --- --- --- 12,735
- ---------------------------
(1) "Salary" includes amounts deferred by the Named Executive Officer under
the Bank's Deferred Compensation Plan. "Bonus" consists of board approved
discretionary bonuses.
(2) For each of the years 2002 through 2004, there were no (a) perquisites
over the lesser of $50,000 or 10% of the individual's total Salary and
Bonus for the year; (b) payments of above-market preferential earnings on
deferred compensation; (c) payments of earnings with respect to long-term
incentive plans prior to settlement or maturation; (d) tax payment
reimbursements; or (e) preferential discounts on stock.
(3) Includes for 2004, profit sharing contributions of $3,801, $2,646, and
$2,194; fees for attendance at board meetings of $17,533, $1,800, and
$1,800; and 401(k) Plan matches of $10,157, $6,409, and $5,313 for Messrs.
Cole, Bangert, and Wilson, respectively.
(4) Includes for 2003, profit sharing contributions of $7,525, $4,705, and
$3,900; fees for attendance at board meetings of $15,550, $1,800, and
$1,800; and 401(k) Plan matches of $9,871, $6,262, and $5,187 for Messrs.
Cole, Bangert, and Wilson, respectively.
(5) Includes for 2002, profit sharing contributions of $10,669, $7,267, and
$5,938; fees for attendance at board meetings of $16,650, $1,800, and
$1,800; and 401(k) Plan matches of $8,302, $5,899, and $4,997 for Messrs.
Cole, Bangert, and Wilson, respectively.
11
OTHER COMPENSATION ARRANGEMENTS
DIRECTOR COMPENSATION
Directors of the Company receive an annual retainer of $10,500. The
Chairman and the Vice Chairman of the Board of Directors receive additional
annual retainers of $16,800 and $10,500, respectively. Members of the Directors
Loan Committee receive $350 per meeting attended. Members of the Board of
Directors receive $750 for each special board meeting attended. Members of all
other committees receive $350 per meeting attended.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
As noted above, the members of the Compensation and Benefits
Committee are Mr. Michael Kowalski, Mr. Sydney Ross, Mr. Longine Morawski, Ms.
Catherine Revord (nonvoting) and Mr. Robert Cole (nonvoting). Mr. Cole is the
current President and Chief Executive Officer of the Company, and Ms. Revord is
the current Benefits Manager of the Company. While Mr. Cole and Ms. Revord were
specifically excluded from any Committee discussion concerning their own
compensation, they did participate in the Committee's discussion concerning
other key executives' compensation.
TRANSACTIONS WITH CERTAIN RELATED PERSONS
The Company has had, and expects to have in the future, loan and
other banking transactions in the ordinary course of business with many of its
directors, officers and associates. All extensions of credit to such persons
have been made in the ordinary course of business on substantially the same
terms, including interest rates and collateral, as those prevailing at the time
for comparable transactions with other persons, and in the opinion of the
management of the Company, do not involve more than a normal risk of
collectability or present other unfavorable features. All loans to directors or
executive officers of the Company require the approval of the Board of Directors
except for the members requesting such loan who are prohibited from attending
the discussion or participating in the vote on such loan. During 2004, new loans
totaling $460,000 were made to such persons and repayments totaled $86,783. As
of December 31, 2004, directors and officers were indebted to the Company for
loans totaling $1,397,217.
Turner and Associates Consultants, for which a director, Edward H.
Turner, serves as President, was engaged by the Company in 2004 for services in
connection with loan review, credit, collections, litigation and administration.
Turner and Associates Consultants received approximately $222,300 in 2004 for
services rendered to the Company.
EMPLOYMENT AGREEMENTS
The Company has entered into management continuity agreements with
Messrs. Cole, Bangert, and Wilson. The agreements generally provide for certain
compensation to be paid to Messrs. Cole, Bangert, and Wilson following a "change
of control" of the Company and the occurrence within the term of the management
continuity agreement of either (1) the termination of the executive's employment
by the Company for reasons other than cause; or (2) the constructive discharge
of the executive. If such event occurs within the term of the agreements, then
the executive is entitled to severance benefits as described below. In the event
of the occurrence of either of these two events severance benefits become
payable to the executive.
In the case of Mr. Cole, the term of his agreement is one year from
its effective date, May 16, 2003. The agreements automatically renew for an
additional one year period on each anniversary of the effective dates unless
terminated for one of the reasons enumerated in the agreements. Upon a change of
control of the Company, the term of the agreements become a fixed term that
expires on the later of the fourth anniversary of the effective date of the
agreements or the end of the one year period following the date of the change of
control.
12
The severance benefit payable to Mr. Cole is a multiple of the sum
of his average cash compensation plus the annual contribution that the Company
would have made on his behalf to the Company's qualified retirement plans. The
multiple shall be equal to the number of years, rounded to the nearest twelfth,
remaining in the term of the agreement except that the multiple shall not exceed
three nor be less than one. For purposes of the agreement, "average cash
compensation" shall be the average base salary and bonus paid for the most
recent five calendar years ending prior to the effective date of the change of
control.
In the case of Messrs. Bangert and Wilson, the term of their
agreements are one year from their effective dates, May 16, 2003. The agreements
automatically renew for an additional one year period on each anniversary of the
effective dates unless terminated for one of the reasons enumerated in the
agreements. Upon a change of control of the Company, the term of the agreements
become a fixed term that expires on the third anniversary of the date of the
change of control.
The severance benefit payable to Messrs. Bangert and Wilson is a
multiple of the sum of their average cash compensation plus the annual
contribution that the Company would have made on their behalf to the Company's
qualified retirement plans. The multiple shall be equal to the number of years,
rounded to the nearest twelfth, remaining in the term of the agreement except
that the multiple shall not exceed two nor be less than one. For purposes of the
agreement, "average cash compensation" shall be the average base salary and
bonus paid for the most recent five calendar years ending prior to the effective
date of the change of control.
Severance benefits payable to any executive under the management
continuity agreements shall be reduced to the extent necessary to prevent such
benefits from constituting an "excess parachute payment" under Section 280G of
the Internal Revenue Code (the "Code"). Such reduction is intended to assure
that such benefits shall not be characterized as not deductible by the Company
for federal income tax purposes due to the provisions of Section 280G of the
Code.
For purposes of the management continuity agreements, "constructive
discharge" is defined as the occurrence of one or more of the following without
the executive's consent: (i) the executive is not reelected to the office he
currently holds with the Company; (ii) the removal of or failure to vest in the
executive the duties and responsibilities he reasonably needs to serve in the
office he currently holds with the Company; (iii) the Company notifies the
executive that it is terminating the executive's employment without cause; (iv)
the relocation of the executive's office to a place more than 50 miles from
Madison Heights, Michigan; or (v) the Company otherwise commits a material
breach of its obligations under the management continuity agreement.
For purposes of the management continuity agreements, a "change of
control" will be deemed to have occurred if: (A) any person acquires beneficial
ownership of more than 50% of the combined voting power of the then outstanding
voting securities of the Company; or (B) the individuals who were members of the
Board of Directors of the Company on the Effective Date (the "Current Board
Members") cease to constitute a majority of the Board of the Company or its
successor; however, if the election or the nomination for election of any new
director of the Company or its successor is approved by a vote of a majority of
the individuals who are Current Board Members, such new director shall be
considered a Current Board Member; or (C) the Company's shareholders approve (1)
a merger or consolidation of the Company and the shareholders of the Company
immediately before such merger or consolidation do not, as a result of such
merger or consolidation, own, directly or indirectly, more than 50% of the
combined voting power of the then outstanding voting securities of the entity
resulting from such merger or consolidation in substantially the same proportion
as their ownership of the combined voting power of the outstanding securities of
the Company immediately before such merger or consolidation; or (2) a complete
liquidation or dissolution or an agreement for the sale or other disposition of
all or substantially all of the assets of the Company. A change of control will
not be deemed to have occurred: (A) solely because more than 50% of the combined
voting power of the then outstanding voting securities of the Company are
acquired by (1) a trustee or other fiduciary holding securities under one or
more employee benefit plans maintained for employees of the Company, or (2) any
person pursuant to the will or trust of any existing shareholder of the Company,
or who is a member of the immediate family of such shareholder, or (3) any
corporation which, immediately prior to or following such acquisition, is owned
directly or indirectly by persons who were shareholders of the Company
immediately prior to the acquisition in the same proportion as their ownership
of stock in the Company immediately prior to such acquisition; or (B) if
executive agrees in writing that the transaction or event in question does not
constitute a change of control for the purposes of the management continuity
agreements.
13
PERFORMANCE GRAPH
The following graph compares the cumulative total shareholder return
on the Company's common stock ("PSBG"), with the cumulative return for the
Nasdaq Index, the $100 - $500 OTC-BB and Pink Banks and the Midwest Quadrant
OTC-BB and Pink Banks Index over the same period, assuming the investment of
$100 on December 31, 1999, and reinvestment of all dividends.
PSB GROUP, INC.
[PERFORMANCE GRAPH]
PERIOD ENDING
---------------------------------------------------------
INDEX 12/3199 12/31/00 12/31/01 12/31/02 12/31/03 12/31/04
- ----- ------- -------- -------- -------- -------- --------
Psb Group, Inc. 100.00 105.74 163.91 221.02 320.20 306.27
NASDAQ Composite 100.00 60.82 48.16 33.11 49.93 54.49
SNL $100M-$500M OTC-BB & Pink Banks 100.00 84.53 97.38 116.81 158.66 191.77
SNL Modiwest OTC-BB & Pink Banks 100.00 82.42 76.02 97.50 123.07 146.64
SOURCE: SNL FINANCIAL LC, CHARLOTTESVILLE, VA
(C) 2005
14
EXECUTIVE COMPENSATION COMMITTEE REPORT
COMPENSATION PHILOSOPHY
The Compensation and Benefits Committee of the Board of Directors
has adopted a compensation program based on the following compensation
principles:
- - The Company provides the level of total compensation necessary to attract
and retain quality employees at all levels of the organization.
- - Compensation is linked to performance and to the interests of the
shareholders.
- - Incentive programs recognize both individual and corporate performance.
- - Compensation balances rewards for short-term and long-term results.
COMPENSATION METHODOLOGY
The Company strives to provide a comprehensive compensation program
that is competitive, in order to attract and retain qualified talent.
Each year the Compensation and Benefits Committee reviews market
data in order to assess the Company's competitive position in each component of
compensation, including base salary, annual incentive and long term-incentive
compensation.
The primary market comparison for cash compensation is provided to
the Company by an accounting firm. The comparison is a mix of institutions of
the same size and operating within the same general market to recruit personnel.
The descriptions that follow of the components of compensation
contain additional detail regarding compensation methodology. Compensation
decisions regarding individuals may also be based on factors such as individual
performance and level of responsibility.
The Committee has established a Salary Administration Plan, which
provides for annual cash compensation consisting of base salary, commissions,
and annual incentive. The relationship between base salary and annual incentive
is based on salary grade. Personnel at higher-grade levels have a larger
percentage of their total cash compensation contingent on the accomplishment of
corporate objectives.
COMPONENTS OF COMPENSATION
BASE SALARY
Annual base salary is designed to compensate personnel for their
sustained performance. Salary is based on: (1) grade level; (2) individual
performance; and (3) comparative survey data. The Committee approves in advance
all salary increases for senior officers.
ANNUAL INCENTIVE
The Salary Administration Plan establishes a fixed percentage of
annual salary as an executive's target annual incentive opportunity. The
Committee establishes the percentage based on comparative survey data on annual
incentive opportunity in the compensation peer group. For executive officers,
the maximum percentage is fifty percent of salary.
The year 2004 annual incentive payment was based on objectives for
net income and asset growth as well as a discretionary percentage.
15
The following is the formula used to determine annual incentive payments
for 2004:
- 25% of the target on plan incentive is discretionary.
- 50% on return on average equity.
- 25% on asset growth.
Participants receive no payment for an objective unless a minimum
threshold is achieved. Payments may range from zero to one hundred percent of
the target incentive.
The Company achieved 88 percent of the corporate objectives for
2004.
CHIEF EXECUTIVE OFFICER
Robert L. Cole became President and Chief Executive Officer in
August of 1996 and is evaluated annually as to his personal performance and
regarding his role in directing Company performance. The Compensation and
Benefits Committee meets annually, in private, to review Mr. Cole's performance.
The Committee considers bank performance, community involvement and
Director/Chairman communication in considering Mr. Cole's compensation. The
Human Resources department provides industry salary surveys to the Committee.
SALARY AND ANNUAL INCENTIVE
- At the close of 2003, the Committee decided that Mr. Cole achieved a
high level of his personal objectives. Therefore, Mr. Cole received
a 2.75% percent salary increase for 2004.
- The committee developed an executive bonus program based on
achievement of specific bank performance objectives. Based on the
Bank achieving varying levels of success of those objectives in
2004, and the evaluation of Mr. Cole's personal performance, an
annual incentive of $30,240 was approved.
- Mr. Cole's total annual compensation for 2004, including salary and
annual incentive, were at the median for his position based on a
survey of 116 Michigan community and commercial banks.
THE COMPENSATION AND BENEFITS COMMITTEE
Michael J. Kowalski Catherine M. Revord (Nonvoting)
Longine V. Morawski Sydney L. Ross
Robert L. Cole (Nonvoting)
AUDIT COMMITTEE REPORT
The Company's Audit Committee is comprised of four directors
(Messrs. Jacobs, Morawski, Ross, and Wood). Mr. Jacobs, Mr. Morawski, Mr. Ross
and Mr. Wood are independent, under the definition contained in Rule 4200(a)(15)
of the NASD's listing standards. The Board of Directors has adopted a written
charter for the Audit Committee, which was included as an appendix to the Proxy
Statement in connection with the Company's 2004 annual meeting.
In connection with the audited financial statements contained in the
Company's 2004 Annual Report on Form 10-K for the fiscal year ended December 31,
2004, the Audit Committee reviewed and discussed the audited financial
statements with management and Plante & Moran, PLLC. The Audit Committee
discussed with Plante & Moran the matters required to be discussed by SAS 61
(Codification of Statements on Auditing Standards, AU Section 380). The Audit
Committee has also received the written disclosures and the letter from Plante &
Moran required by Independence Standards Board Standard No. 1 (Independence
Discussions with Audit Committees) and has discussed with them their
independence.
16
Based on the review and discussions, the Audit Committee recommended
to the Board of Directors that the audited financial statements be included in
the Company's Annual Report on Form 10-K for the fiscal year ended December 31,
2004.
THE AUDIT COMMITTEE
Longine V. Morawski James B. Jacobs
Sydney L. Ross David L. Wood
COMPLIANCE WITH SECTION 16
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers and directors, and persons who own more than 10% of
any registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the SEC. Executive officers, directors
and greater than 10% shareholders are required by regulation to furnish the
Company with copies of all Section 16(a) reports they file.
Based on its review of the copies of the reports it has received and
written representations provided to the Company from the individuals required to
file the reports, the Company believes that all directors and executives of the
Company filed all reports required on a timely basis pursuant to Section 16 of
the Securities Exchange Act of 1934.
REQUIREMENTS, INCLUDING DEADLINES,
FOR SUBMISSION OF PROXY PROPOSALS, NOMINATION OF DIRECTORS
AND OTHER BUSINESS OF SHAREHOLDERS
Under our Bylaws, certain procedures are provided which a
shareholder must follow to nominate persons for director or to introduce an item
of business at an Annual Meeting of Shareholders. Nominations for directors or
introduction of an item of business should be submitted in writing to the
Company's president at 1800 East 12 Mile Road, Madison Heights, Michigan
48071-2600. The nomination or proposed item must be received no later than:
- 90 days before the first anniversary of the preceding
year's annual meeting of shareholders; and no earlier
than
- the close of business on the 120th day before the first
anniversary of the preceding year's annual meeting of
shareholders.
The nomination must contain the following information about the
nominee:
- name and address
- a description of all arrangements or understandings
between the shareholder and the nominee
- the number and kinds of securities of the Company held
by the nominee
- such other information regarding the proposed nominee as
may be requested by the board of directors; and
- a signed consent of the nominee to serve as a director
of the Company, if elected.
17
Notice of a proposed item of business must include:
- a brief description of the matter and the reasons for
introducing such matter at the Annual Meeting;
- the shareholder's name and address;
- the class and number of shares of the Company's capital
stock held by the shareholder; and
- any material interest of the shareholder in such
business.
The chairman of the meeting may refuse to allow the transaction of
any business not presented beforehand, or to acknowledge the nomination of any
person not made in compliance with the foregoing procedures.
A shareholder complying with the above procedures may still not be
entitled to have its proposals included in next year's proxy statement. Under
the rules of the SEC, shareholder proposals must be received by us in writing
addressed to: David A. Wilson, Secretary at the office address set forth above
no later than November 21, 2005 for inclusion in the proxy statement and form of
proxy relating to that meeting.
The discussion above is intended merely as a summary. Persons
wishing to submit a proposal or a nominee for director should consult the
Company's bylaws, a copy of which can be obtained free of charge by writing to
David A. Wilson, Secretary at the office address set forth above.
Whether or not you plan to attend the Meeting, please vote by
marking, signing, dating and promptly returning the enclosed proxy in the
enclosed envelope.
A COPY OF PSB GROUP, INC.'S 2004 ANNUAL REPORT ON FORM 10-K AS FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION MAY BE OBTAINED BY SHAREHOLDERS,
WITHOUT CHARGE, UPON WRITTEN REQUEST TO DAVID A. WILSON, SECRETARY, 1800 EAST 12
MILE ROAD, MADISON HEIGHTS, MICHIGAN 48071-2600.
By Order of the Board of Directors,
David A. Wilson
Secretary
18
PSB GROUP, INC.
[X]PLEASE MARK VOTES
AS IN THIS EXAMPLE
ANNUAL MEETING OF SHAREHOLDERS
APRIL 26, 2005
2:00 P.M., EASTERN TIME
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints the official Proxy Committee of PSB Group,
Inc. (the "Company"), with full power of substitution, to act as proxy for the
undersigned, and to vote all shares of Common Stock of the Company that the
undersigned is entitled to vote at the Annual Meeting of Shareholders, to be
held on Tuesday, April 26, 2005, at 2:00 p.m., at the Ukranian Cultural Center,
26601 Ryan Road, Warren, Michigan, and at any and all adjournments thereof, as
indicated on this proxy.
Please be sure to sign and date
this Proxy in the box below. Date ______________________
Shareholder sign above ______________
WITH-
FOR HOLD
1. To elect three members of the Board of Directors for
three-year terms. [ ] [ ]
Class 1 - Term Expiring in 2008
Robert L. Cole Michael J. Kowalski
Sydney L. Ross
FOR AGAINST ABSTAIN
2. To ratify the selection of Plante & Moran, PLLC as
independent auditors of the Company for the 2005 fiscal
year. [ ] [ ] [ ]
THE BOARD OF DIRECTORS RECOMMENDS A VOTE
"FOR" EACH OF THE LISTED PROPOSALS.
THIS PROXY IS REVOCABLE AND WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS
ARE SPECIFIED, THIS PROXY WILL BE VOTED "FOR" EACH OF THE PROPOSALS LISTED. IF
ANY OTHER BUSINESS IS PRESENTED AT THE ANNUAL MEETING, THIS PROXY WILL BE VOTED
BY THE PROXIES IN THEIR BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF
DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE ANNUAL MEETING. THIS
PROXY ALSO CONFERS DISCRETIONARY AUTHORITY ON THE BOARD OF DIRECTORS TO VOTE
WITH RESPECT TO THE ELECTION OF ANY PERSON AS DIRECTOR WHERE THE NOMINEES ARE
UNABLE TO SERVE OR FOR GOOD CAUSE WILL NOT SERVE AND MATTERS INCIDENT TO THE
CONDUCT OF THE MEETING.
Our 2004 Annual Report, which is not a part of the proxy soliciting material, is
enclosed.
You can vote if you are a shareholder of record on March 1, 2005.
A majority of shares of common stock must be represented at the meeting. If
there are insufficient shares, the meeting may be adjourned.
DETACH ABOVE CARD, DATE, SIGN AND MAIL IN POSTAGE PAID ENVELOPE PROVIDED.
PSB GROUP, INC.
THE ABOVE-SIGNED ACKNOWLEDGES RECEIPT FROM THE COMPANY PRIOR TO THE
EXECUTION OF THIS PROXY, OF A NOTICE OF ANNUAL MEETING OF SHAREHOLDERS, A PROXY
STATEMENT DATED MARCH 21, 2005, AND THE ANNUAL REPORT TO SHAREHOLDERS.
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.
____________________________________
____________________________________
____________________________________