UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
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CNB CORPORATION
(Name of Registrant as Specified In Its Charter)
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CNB CORPORATION
303 North Main Street
Cheboygan, Michigan 49721
April 18, 2008
Dear Shareholder:
You are cordially invited to attend the annual meeting of CNB Corporation to be
held at the Knights of Columbus Hall, 9840 N. Straits Highway (near the
intersection of highways U.S. 27 and M-33), Cheboygan, Michigan, at 5:30 p.m. on
Tuesday, May 20, 2008. The Notice of Annual Meeting and Proxy Statement follow
this letter and the Corporation's 2007 Annual Report is enclosed.
It is important that your shares be represented at the meeting. Whether or not
you plan to attend, we urge you to sign, date and return your Proxy as soon as
possible in the enclosed postage-paid envelope.
Dinner will be served following the meeting and we hope you will be able to join
us. If you intend to join us for dinner, please complete and return the enclosed
reservation card with your Proxy.
Your continued support of, and interest in, CNB Corporation are sincerely
appreciated and we encourage you to recommend the Corporation's services to your
friends and neighbors.
We look forward to seeing you at the meeting.
Respectfully,
/s/ Susan A. Eno
Susan A. Eno
President and Chief Executive Officer
enclosures
CNB CORPORATION
303 North Main Street
Cheboygan, Michigan 49721
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 20, 2008
TO THE SHAREHOLDERS:
The Annual Meeting of Shareholders of CNB Corporation, a Michigan
corporation, will be held on Tuesday, May 20, 2008, at 5:30 p.m., at the Knights
of Columbus Hall, 9840 N. Straits Highway, Cheboygan, Michigan, for the
following purposes:
1. To elect ten directors, each to hold office for a one year term and
until his or her successor is elected and qualified.
2. To transact such other business as may properly come before the
meeting or any adjournment thereof.
The Board of Directors has fixed March 21, 2008, as the record date
for the determination of shareholders entitled to notice of and to vote at the
meeting or any adjournment thereof.
By order of the Board of Directors,
/s/ Susan A. Eno
Susan A. Eno
Secretary
Dated: April 18, 2008
YOUR VOTE IS IMPORTANT. EVEN IF YOU PLAN TO ATTEND THE MEETING, PLEASE
DATE AND SIGN THE ENCLOSED PROXY FORM, INDICATE YOUR CHOICE WITH RESPECT TO THE
MATTERS TO BE VOTED UPON, AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. IF
YOU DO ATTEND THE MEETING, YOU MAY, IF YOU WISH, REVOKE YOUR PROXY AND VOTE YOUR
SHARES IN PERSON.
CNB CORPORATION
303 North Main Street
Cheboygan, Michigan 49721
PROXY STATEMENT
2008 ANNUAL MEETING OF SHAREHOLDERS
MAY 20, 2008
This Proxy Statement and the enclosed Proxy are furnished in
connection with the solicitation of proxies by the Board of Directors of CNB
Corporation (the "Corporation"), a Michigan bank holding company whose sole
subsidiary is Citizens National Bank of Cheboygan (the "Bank"), to be voted at
the Annual Meeting of Shareholders of the Corporation to be held on May 20,
2008, at 5:30 p.m., at the Knights of Columbus Hall, 9840 South Straits Highway,
Cheboygan, Michigan (the "Annual Meeting"), or at any adjournment or
adjournments thereof, for the purposes set forth in the accompanying Notice of
Annual Meeting and in this Proxy Statement.
VOTING AT THE MEETING
This Proxy Statement and the enclosed Proxy are expected to be mailed
on or about April 18, 2008, to all holders of record of common stock of the
Corporation as of the record date. The Board of Directors of the Corporation has
fixed the close of business on March 21, 2008, as the record date for the
determination of shareholders entitled to notice of and to vote at the Annual
Meeting and any adjournment thereof.
The Corporation's only class of outstanding stock is its common stock,
par value $2.50 per share. As of the record date of March 21, 2008, 1,213,632
shares of common stock of the Corporation were outstanding. Each outstanding
share will entitle the holder thereof to one vote on each separate matter
presented for vote at the meeting. Votes cast at the meeting and submitted by
proxy are counted by the inspectors of the meeting who are appointed by the
Corporation.
If a Proxy in the enclosed form is properly executed and returned to
the Corporation, the shares represented by the Proxy will be voted at the Annual
Meeting and any adjournment thereof. If a shareholder specifies a choice, the
Proxy will be voted as specified. If no choice is specified, the shares
represented by the Proxy will be voted for the election of all of the nominees
named in this Proxy Statement and in accordance with the judgment of the persons
named as proxies with respect to any other matter which may come before the
meeting or any adjournment thereof.
A Proxy may be revoked before exercise by notifying the Secretary of
the Corporation in writing, or by submitting a Proxy of a later date or
attending the meeting and voting in person. All shareholders are encouraged to
date and sign the enclosed Proxy form, indicate your choice with respect to the
matters to be voted upon, and return it to the Corporation.
ELECTION OF DIRECTORS
The Bylaws of the Corporation provide for a Board of Directors
consisting of a minimum of one and a maximum of seventeen members. The Bylaws
also provide that at each annual meeting the shareholders shall elect directors
to hold office until the succeeding annual meeting. A director shall hold office
for the term for which he or she is elected and until his or her successor is
elected and qualified. Directors must be shareholders.
Ten persons have been nominated for election to the Board, each to
serve one year expiring at the 2009 Annual Meeting of Shareholders. The Board
has nominated Steven J. Baker, D.V.M., James C. Conboy, Jr., Kathleen M. Darrow,
Thomas J. Ellenberger, Susan A. Eno, Vincent J. Hillesheim, Kathleen A. Lieder,
John L. Ormsbee, R. Jeffery Swadling and Francis J. VanAntwerp, Jr. All of the
nominees are incumbent directors elected by the Corporation's shareholders at
the prior annual meeting of shareholders except for Susan A. Eno who was
appointed to the Board of Directors of the Bank in July 2007.
Unless otherwise directed by a shareholder's Proxy, the persons named
as proxy holders in the accompanying Proxy will vote for the nominees named
above. In the event any of such nominees shall become unavailable, which is not
anticipated, the Board of Directors in its discretion may designate substitute
nominees, in which event the enclosed Proxy will be voted for such substitute
nominees. Proxies cannot be voted for a greater number of persons than the
number of nominees named.
A plurality of the votes cast at the meeting is required to elect the
nominees as directors of the Corporation. Shares not voted at the meeting,
whether by abstention, broker non-vote, or otherwise, will not be treated as
votes cast at the meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ELECTION OF ALL NOMINEES
AS DIRECTORS.
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INFORMATION ABOUT DIRECTOR NOMINEES
The information set forth below relating to each nominee's age and
principal occupation or employment for the past five years has been provided as
of March 1, 2008 by the respective nominee.
Steven J. Baker, D.V.M. (age 56)
Dr. Baker is a retired veterinarian who practiced veterinary medicine with the
Indian River Veterinary Clinic. He has served as a director of the Bank since
1999 and a director of the Corporation since 2000.
James C. Conboy, Jr. (age 60)
Mr. Conboy is the retired former President and Chief Executive Officer of the
Corporation and President and Chief Executive Officer of the Bank. He served as
President and Chief Operating Officer of the Corporation from 2000 to 2004 and
Executive Vice President of the Corporation from 1998 to 2000. Mr. Conboy served
as President and Chief Operating Officer of the Bank from 1998 to 2004. He has
served as a director of the Bank since 1983 and as a director of the Corporation
since 1985, the year of its formation. Mr. Conboy is currently serving as a
senior advisor to management.
Kathleen M. Darrow (age 65)
Ms. Darrow is the President/Co-owner of Darrow Bros. Excavating, Inc. She is the
retired former Group Sales & Special Events Coordinator for the Mackinac State
Historic Parks. She has served as a director of the Corporation and the Bank
since 1996.
Thomas J. Ellenberger (age 57)
Mr. Ellenberger is part owner, Vice President and Secretary of Albert
Ellenberger Lumber Co. (retail lumber sales). He has served as a director of the
Bank since 1995 and as a director of the Corporation since 1996.
Susan A. Eno (age 53)
Ms. Eno is the President and Chief Executive Officer of the Corporation and
President and Chief Executive Officer of the Bank. Ms. Eno has been an officer
of the Corporation since 1996 and an employee of the Bank since 1971. She has
been in her current position since January 1, 2008 and was in her previous
position as Executive Vice President of the Corporation and Executive Vice
President and Cashier of the Bank for more than 11 years.
Vincent J. Hillesheim (age 57)
Mr. Hillesheim is President of Anchor In Marina of Northern Michigan, Inc. He
has served as a director of the Corporation and the Bank since 1994 and Chairman
since 2006.
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Kathleen A. Lieder (age 56)
Ms. Lieder is a retired former partner in the Cheboygan office of the Bodman LLP
law firm. She is co-owner of the Log Mark bookstore. She has served as a
director of the Bank since September 2005 and as director of the Corporation
since May 2006.
John L. Ormsbee (age 69)
Mr. Ormsbee is the sole proprietor of Jack's Sales (auctioneering services). He
has served as a director of the Bank since 1980 and as a director of the
Corporation since 1985, the year of its formation.
R. Jeffery Swadling (age 48)
Mr. Swadling is Vice President of Ken's Village Market, Inc., a retail grocery
store in Indian River. He has served as a director of the Bank since September
2005 and as director of the Corporation since May 2006.
Francis J. VanAntwerp, Jr. (age 63)
Mr. VanAntwerp is Vice President of Durocher Marine Division - Kokosing
Construction Company, Inc. He has served as a director of the Corporation and
the Bank since 1990.
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OWNERSHIP OF COMMON STOCK
The following table sets forth certain information as of March 21,
2008, with respect to those persons known by the Corporation to be the
beneficial owner of more than five percent (5%) of the Corporation's outstanding
common stock.
AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP(1)
SOLE VOTING SHARED VOTING TOTAL
NAME AND ADDRESS OF AND DISPOSITIVE OR DISPOSITIVE BENEFICIAL PERCENT OF
BENEFICIAL OWNER POWER POWER(2) OWNERSHIP CLASS
------------------- --------------- -------------- ---------- ----------
Dessie M. Ormsbee
P.O. Box 5157
Cheboygan, MI 49721 37,279 37,279 74,558 6.14%
(1) The numbers of shares stated include shares personally owned of record by
that person and shares which, under applicable regulations, are considered
to be otherwise beneficially owned by that person. Under these regulations,
a beneficial owner of a security includes any person who, directly or
indirectly, through any contract, arrangement, understanding, relationship
or otherwise, has or shares voting power or dispositive power with respect
to the security. Voting power includes the power to vote or direct the
voting of the security. Dispositive power includes the power to dispose or
direct the disposition of the security. A person will also be considered
the beneficial owner of a security if the person has a right to acquire
beneficial ownership of the security within 60 days.
(2) These numbers include shares over which the listed person is legally
entitled to share voting or dispositive power by reason of joint ownership,
trust, or other contract or property right, and shares held by spouses and
children over whom the listed person may have substantial influence by
reason of relationship.
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The following table sets forth certain information as of March 21,
2008, as to the common stock of the Corporation owned beneficially by each
director and nominee for director, each named executive officer, and by all
directors and named executive officers of the Corporation as a group.
AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP(1)
SOLE VOTING SHARED VOTING TOTAL PERCENT
NAME OF AND/OR AND/OR BENEFICIAL OF
BENEFICIAL OWNER DISPOSITIVE POWER DISPOSITIVE POWER(2) OWNERSHIP CLASS
---------------- ----------------- -------------------- ---------- -------
Steven J. Baker 2,316 2,316 *
James C. Conboy, Jr. 9,462 15,394(3) 1.27%
Kathleen M. Darrow 2,520 2,520 *
Thomas J. Ellenberger 12,051 12,051 *
Susan A. Eno 1,969 6 5,723(4)
Vincent J. Hillesheim 1,136 1,136 *
Kathleen A. Lieder 4,405 4,405 *
John L. Ormsbee 14,681 14,806 29,487 2.43%
R. Jeffery Swadling 334 334 *
Francis J. VanAntwerp, Jr. 2,036 6,442 8,478 *
All directors, nominees
and officers as a group
(13 persons) 23,155 53,171 87,498(5) 7.20%
* Less than 1%.
(1) The number of shares stated includes shares personally owned of record by
that person and shares which, under applicable regulations, are considered
to be otherwise beneficially owned by that person. Under these regulations,
a beneficial owner of a security includes any person who, directly or
indirectly, through any contract, arrangement, understanding, relationship
or otherwise, has or shares voting power or dispositive power with respect
to the security. Voting power includes the power to vote or direct the
voting of the security. Dispositive power includes the power to dispose or
direct the disposition of the security. A person will also be considered
the beneficial owner of a security if the person has a right to acquire
beneficial ownership of the security within 60 days.
(2) These numbers include shares over which the listed person is legally
entitled to share voting or dispositive power by reason of joint ownership,
trust, or other contract or property right, and shares held by spouses and
children over whom the listed person may have substantial influence by
reason of relationship.
(3) Includes 5,932 shares that may be acquired within 60 days by Mr. Conboy
through the exercise of stock options.
(4) Includes 3,748 shares that may be acquired within 60 days by Ms. Eno
through the exercise of stock options.
(5) Includes 11,172 shares that may be acquired within 60 days by executive
officers and Mr. Conboy of the Corporation through the exercise of stock
options.
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COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors of the Corporation has an Audit Committee. Its
membership is comprised of Directors Ellenberger (who serves as Chairman),
Baker, Darrow, Hillesheim, Lieder, Ormsbee, Swadling and VanAntwerp. All members
qualify as "independent directors" under the NYSE listing standards. Under the
Sarbanes-Oxley Act of 2002 and implementing Securities and Exchange Commission
rules, the Corporation is required to disclose whether the Audit Committee has
at least one member who qualifies as an "audit committee financial expert" as
that term is defined in the rules. Based on the exacting criteria set forth in
the Securities and Exchange Commission rules, the Board of Directors has
determined that no independent member of the Board of Directors qualifies as an
"audit committee financial expert". The present members of the Audit Committee
have 94 years of combined service on the Audit Committee. All of the members are
financially literate and at least one of the members has expertise in accounting
and other aspects of financial management. Considering this experience and
expertise and other relevant issues, the Board of Directors believes that the
Audit Committee can effectively fulfill its duties and obligations and has
determined that appointing an additional director or retaining an individual who
would meet the qualifications of an "audit committee financial expert" is
neither necessary nor reasonable at this time.
The Audit Committee meets at least quarterly each year and more
frequently as circumstances may require. The Audit Committee met 7 times during
2007. The Audit Committee operates under a written charter adopted by the Board
of Directors, a copy of which is attached as Appendix A to this Proxy Statement.
The Board of Directors of the Corporation does not have a standing
compensation or nominating committee. The Board of Directors believes that,
given its relatively small size and with eight of its ten current members
qualifying as "independent directors" under the NYSE listing standards, it is
appropriate for the entire Board of Directors to serve in the capacity of a
compensation and nominating committee. The Board of Directors does not have a
charter or other formal written policy with regard to its function as a
compensation or nominating committee.
Traditionally all directors of the Corporation also serve as the Board
of Directors of the Bank; therefore, director nominees must meet the
qualifications for national bank directors set forth in 12 USC Sec. 72. Based on
those qualifications and Comptroller of the Currency and corporate governance
guidelines, the Board of Directors has developed criteria to be used in
considering individual director candidates. Consideration of factors relative to
the size and composition of the Board of Directors will vary according to the
expertise and demographics of the existing Board. In making nominations for
election to the Board of Directors, the Board of Directors will consider
director candidates recommended by shareholders. Any director candidate
recommended by shareholders will be reviewed and evaluated in the same manner as
all other director candidates.
Under the Bylaws of the Corporation, nominations of persons for
election to the Board of Directors may be made by any shareholder entitled to
vote at a meeting at which one or more directors will be elected by submitting
written notice of any nomination to the Secretary of the Corporation. The notice
must be received at the principal business office of the Corporation not less
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than 90 days nor more than 120 days prior to the scheduled date of the annual
meeting, regardless of any postponements, deferrals or adjournments of that
meeting to a later date. In the case of a special meeting of the shareholders or
in the event that the date of the applicable annual meeting is changed by more
than 30 days from its scheduled date, a shareholder's notice must be received no
later than the close of business on the 10th day following the earlier of the
day on which notice of the meeting date was mailed or the day public disclosure
of the meeting was made. The notice must set forth or include (1) the name and
address, as they appear on the records of the Corporation, of the shareholder
giving the notice; (2) a representation that the shareholder giving the notice
is a holder of record entitled to vote at such meeting and intends to appear in
person or by proxy at the meeting to nominate the person or persons specified in
the notice; (3) the class and number of shares of the capital stock of the
Corporation beneficially owned and of record by the shareholder giving the
notice; (4) any material interest or relationship that the shareholder giving
the notice may have with each proposed nominee; (5) the name, address, age,
principal occupation or employment, and such other information for each proposed
nominee as would be required to be included in a proxy statement filed pursuant
to the proxy rules of the Securities and Exchange Commission had the nominee
been nominated, or intended to be nominated, by the Board of Directors; and (6)
a signed consent of each proposed nominee to serve as a director of the
Corporation if so elected.
As noted above, all directors of the Corporation also serve as the
Board of Directors of the Bank. The Board of Directors of the Corporation held a
total of 7 meetings during 2007, including the organizational meeting. The Board
of Directors of the Bank held a total of 25 meetings during 2007, including the
organizational meeting. All directors attended 75% or more of the aggregate
number of meetings of the two Boards and the Audit Committee, except for Mr.
VanAntwerp who attended 42%. There are no family relationships between or among
any of the directors, nominees or executive officers of the Corporation.
The directors of the Corporation are expected to attend the Annual
Meeting of Shareholders with the organizational meeting of the newly elected
Board of Directors being held immediately after the shareholders' meeting as
provided in the Bylaws. All directors attended the 2007 Annual Meeting of
Shareholders.
COMPENSATION OF DIRECTORS
All directors elected prior to January 1, 1994 participate in the
Citizens National Bank of Cheboygan 1985 Directors' Deferred Compensation Plan
in lieu of current payment of director fees. The plan was adopted by the Bank in
1985 and in 1993 participation in the plan was closed to directors elected after
January 1, 1994. The plan is a defined benefit plan and provides for retirement
and death benefits to be paid to the participating directors by the Bank over a
minimum of fifteen years. The plan assumes a retirement age of 70 and uses a
6.00% discount rate in calculating the change in plan value each year. The Bank
is the owner and beneficiary of life insurance policies which are structured to
fund the Bank's obligations under the terms of the plan.
Directors elected after January 1, 1994, may participate in the
Citizens National Bank of Cheboygan 1997 Deferred Compensation Plan. The plan
was adopted by the Bank effective
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September 1, 1997. The plan permits deferral of all or any portion of current
director fees. Amounts deferred are credited with interest at a rate equal to
the Bank's "yield on earning assets" as calculated at year end of the prior
year. Upon separation for any reason of the services of a participating director
from the Bank, the director will be entitled to receive the balance of his or
her account in equal installments over a period of ten years or lump sum if
approved by the Board of Directors.
During 2007 directors participating in the 1985 Directors' Deferred
Compensation Plan received a deferred annual retainer of $4,000 for service on
the Board of Directors of the Corporation and the Bank. Directors not eligible
to participate in the 1985 Directors' Deferred Compensation Plan received a
quarterly retainer of $2,575 for service on the two Boards. The Chairman of the
Board received an additional $375 and the Chairman of the Audit Committee
received an additional $250 quarterly retainer. Directors are not separately
compensated for attendance at Board or Committee meetings, but are reimbursed
for travel expenses for meetings attended.
2007 DIRECTOR COMPENSATION
FEES
EARNED OR NONQUALIFIED
PAID IN STOCK OPTION NON-EQUITY DEFERRED ALL OTHER
CASH AWARDS AWARDS INCENTIVE PLAN COMPENSATION COMPENSATION
NAME ($)(1) ($) ($) COMPENSATION ($) EARNINGS ($) ($)(4) TOTAL ($)
- ---- --------- ------ ------ ---------------- ------------ ------------ ---------
Vincent J. Hillesheim 11,800 -- -- -- 4,042(2) -- 15,842
Steven J. Baker 10,300 -- -- -- 5,182(2) -- 15,482
Kathleen M. Darrow 10,300 -- -- -- -- -- 10,300
Thomas J. Ellenberger 11,300 -- -- -- 7,422(2) -- 18,722
Kathleen A. Lieder 10,300 -- -- -- 1,149(2) -- 11,449
John L. Ormsbee -- -- -- -- 78,216(3) -- 78,216
R. Jeffery Swadling 10,300 -- -- -- -- -- 10,300
Francis J. VanAntwerp, Jr. -- -- -- -- 27,330(3) -- 27,330
(1) Amounts include cash and deferred fees contributed to the 1997 Deferred
Compensation Plan.
(2) The amount listed is earnings under the 1997 Deferred Compensation Plan.
During 2006 the Corporation paid interest on these plan balances at a fixed
rate of 6.28%. The rate does not exceed the threshold rate requiring
additional disclosure.
(3) The amount listed is the change in value of the 1985 Directors' Deferred
Compensation Plan.
(4) All other compensation does not include benefits generally provided to all
salaried employees on a non-discriminatory basis.
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COMPENSATION DISCUSSION AND ANALYSIS
OVERVIEW
The Corporation strives to attract, motivate and retain high-quality
executives by providing compensation and benefits that are competitive with
similarly situated banks in the markets in which we compete. The Corporation
provides cash bonuses to advance the interest of shareholders and is
commensurate with the Corporation's performance.
The Corporation's compensation program for executive officers is
administered by the entire Board of Directors, as well as Susan A. Eno,
President & Chief Executive Officer. At present, all officers of the
Corporation, with the exception of Mr. Hillesheim, the Corporation's Chairman,
are also officers of the Bank, and although they receive compensation from the
Bank in their capacity as officers of the Bank, they receive no separate
compensation from the Corporation. Mr. Hillesheim received no compensation as
Chairman of the Corporation. The executive officers serve as officers of the
Corporation as an incident to their primary service as officers and employees of
the subsidiary bank and they receive no compensation directly from the
Corporation. The Board of Directors of the Bank (which is comprised of the same
members as the Board of Directors of the Corporation) has the authority and
responsibility for setting compensation for the Bank's officers, including those
officers who also serve as officers of the Corporation.
COMPENSATION PHILOSOPHY AND OBJECTIVES
The Board of Directors has developed and implemented compensation
plans which seek to align the financial interests of the Corporation's senior
officers with those of its shareholders. The Corporation's executive
compensation program is comprised of two primary components: base salary and
annual cash bonuses. Longer-term incentive opportunities in the form of stock
option awards have also been awarded in the past. The stock option plan ended in
May, 2006 and there are currently no options in effect that allow further
granting. Senior Vice President and above officers are eligible to participate
in the Bank's 1997 Deferred Compensation Plan.
To attract and retain officers with exceptional abilities and talent,
annual base salaries are set to provide competitive levels of compensation
recognizing individual performance and achievements. Annual cash bonuses are
used to reward senior officers and other key employees relating to the
performance of the Corporation.
In evaluating the performance of and determining the annual base
salary and cash bonus for the Chief Executive Officer and other senior
management, the Board of Directors takes into account management's contribution
to the long-term success of the Corporation. The Board of Directors considers
return to shareholders to be primary in measuring financial performance. The
mission of the Corporation is to maximize long-term return to shareholders in
the form of stock appreciation and dividends consistent with its commitments to
maintain the safety and soundness of the Corporation and the Bank and provide
the highest possible service at a fair price to the customers and communities
that it serves. The Board of Directors has taken these subjective and
qualitative factors into account, along with other quantitative measures of
corporate performance, in
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establishing the annual base salary and cash bonus for the Chief Executive
Officer and the Corporation's other members of senior management.
The Board of Directors primarily considers five quantitative measures
of corporate performance in establishing the compensation to be paid to the
Chief Executive Officer and the Corporation's other senior management. These
measures of corporate performance are: (i) after-tax earnings and earnings
growth; (ii) capital position; (iii) quality of the Bank's loan portfolio; (iv)
targeted as compared to actual operating performance; and (v) the Corporation's
performance and financial condition as compared to that of its Federal Reserve
Bank peer group. The Board of Directors also takes into consideration
compensation levels at comparable financial institutions based on various
general and targeted compensation surveys of peer group commercial banks with
total assets between $100 and $500 million and located in the Midwest United
States and the state of Michigan.
The Board of Directors goal is to effectively balance salaries with
potential compensation that is performance based commensurate with an officer's
individual management responsibilities and potential for future contribution to
corporate objectives.
BENCHMARKING
The Board of Directors reviews information regarding the compensation
levels of other financial institutions, including compensation and benefits
surveys published by the Michigan Bankers Association, Crowe Chizek and Company
LLC and Bank Administrative Institute. The Bank considers itself to be in line
with peers within Michigan and the Midwest, which includes the states of
Illinois, Indiana, Ohio and Wisconsin.
ELEMENTS OF COMPENSATION
As noted above, the Bank's compensation program for the Chief
Executive Officer and the Corporation's other senior management is comprised of
two fundamental elements: (1) base salary and (2) annual cash bonuses. The Board
of Directors determines the annual base salary and cash bonus for the Chief
Executive Officer. Annual base salary and cash bonuses with respect to the
Corporation's other senior officers are recommended by the Chief Executive
Officer to, and ultimately determined by, the Board of Directors. All
recommendations of the Chief Executive Officer were approved by the Board of
Directors for the most recent calendar year.
Base Pay. Base compensation for executive officers is predicated primarily
on competitive circumstance for managerial talent and positions reflecting
comparable responsibility.
Annual Cash Bonuses. Annual cash bonuses are used to reward executive and
senior officers for the Corporation's overall financial performance. At the
end of each year the Corporation's performance goal for the following
year's bonuses are established and is based upon the level of net income
for the Corporation. Corporation performance bonuses were paid to Mr.
Conboy ($61,700), Ms. Eno ($15,440) and Mr. Damm ($15,440) as a result of
the Corporation's 2007 performance.
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Perquisites and Other Executive Benefits. Consistent with our compensation
philosophy, we intend to continue to maintain our current benefits for our
executive officers, including medical, dental, vision, prescription, group
term life insurance coverage, disability coverage, Defined Benefit Pension
Plan and the ability to contribute to a 401(k) Savings Plan with a Bank
match. These benefits are generally provided to all employees on a
non-discriminatory basis. We believe these benefits are currently at or
above median competitive benefits levels for comparable companies. In
addition to the above benefits, certain executive officers are provided
automobiles for their use relating to business travels. These automobiles
are also driven for personal use and the portion of the travel related to
personal use of the automobiles is included in the All Other Compensation
column in the Summary Compensation Table along with the other perquisites
and their related values.
The Bank does not have employment agreements with any of the Named
Executive Officers.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth the compensation received by the named
executives during 2007. The Corporation's stock option plan ended in May, 2006.
A new stock option plan has not been adopted. Therefore the table below does not
included any disclosures regarding stock awards or option awards.
2007 SUMMARY COMPENSATION
CHANGES IN
PENSION VALUE
AND NONQUALIFIED
NON-EQUITY DEFERRED ALL OTHER
SALARY BONUS INCENTIVE PLAN COMPENSATION COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($) COMPENSATION ($) EARNINGS ($) ($)(8) TOTAL ($)
- --------------------------- ---- ------- ------ ---------------- ---------------- ------------ ---------
James C. Conboy, Jr. 2007 165,000(1) 63,604 -- 217,024(3) 71,267(5) 516,895
President & 2006 160,000 68,312 -- 118,013 11,523 357,848
Chief Executive Officer
Susan A. Eno 2007 127,550(2) 17,404 -- 31,285(4) 9,983(6) 186,222
Executive Vice President, 2006 120,000 18,002 -- 32,417 10,151 180,570
Cashier & Secretary
Douglas W. Damm 2007 97,900 16,886 -- 17,949(4) 4,715(7) 137,450
Senior Vice President & 2006 96,000 17,725 -- 18,649 4,629 137,003
Senior Loan Officer
(1) The amount shown for the most recently completed fiscal year does not
include the $4,000 deferred annual director fees retainer forgone due to
the election of participation in the 1985 Directors Deferred Compensation
Plan.
(2) The amount shown for 2007 includes $5,150 directors fees paid to Ms. Eno
for her role as a Bank director.
12
(3) This includes $125,724 change in pension value, $88,732 change in 1985
Directors Deferred Compensation Plan value and $2,568 relating to earnings
on the 1997 Deferred Compensation Plan.
(4) The amount listed is the change in pension value for 2007.
(5) This includes $50,000 severance upon retirement of Mr. Conboy effective
December 31, 2007, $12,537 for the cost to the Corporation for proving an
automobile to Mr. Conboy for his use during the year, $6,750 equal to the
value of the Corporation's contribution to the 401(k) account for Mr.
Conboy and $1,980 relating to the taxable portion of the employer paid
premiums for group term life insurance.
(6) This includes $4,801 for the cost to the Corporation for proving an
automobile to Ms. Eno for her use during the year, $3,672 equal to the
value of the Corporation's contribution to the 401(k) account for Ms. Eno,
$690 relating to the taxable portion of the employer paid premiums for
group term life insurance and $820 club dues.
(7) The amounts reported for the most recently completed fiscal year for all
other compensation for these named executive officers consists of the
employer contributions to the 401(k) Savings Plan, the taxable portion of
the employer paid premiums for group term life insurance and club dues for
the certain listed officers. In accordance with SEC regulations,
perquisites that in the aggregate total less than $10,000 per named
executive officer are not required to be disclosed.
(8) All other compensation does not include benefits that are generally
available to all salaried employees on a non-discriminatory basis.
GRANTS OF PLAN-BASED AWARDS
No grants of plan-based awards have been awarded to any named
executive since 2003.
OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2007
The Corporation maintained a stock option plan that ended in May,
2006. No grants of stock options have been awarded to any named executive since
2003. The following table presents the outstanding equity awards held by each of
the named executive officers as of the fiscal year ended December 31, 2007. The
Corporation did not issue stock awards in 2007 and therefore the table on the
next page does not included any disclosures regarding stock awards.
13
OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2007
OPTION AWARDS
-------------------------------------------------------------------
EQUITY
INCENTIVE
PLAN AWARDS:
NUMBER OF NUMBER OF NUMBER OF
SECURITIES SECURITIES SECURITIES
UNDERLYING UNDERLYING UNDERLYING
UNEXERCISED UNEXERCISED UNEXERCISED OPTION OPTION
OPTIONS (#) OPTIONS (#) UNEARNED EXERCISE EXPIRATION
NAME EXERCISABLE UNEXERCISABLE OPTIONS (#) PRICE ($) DATE
- ---- ----------- ------------- ------------ --------- ----------
James C. Conboy, Jr. 3,645 -- -- 49.38 9/24/08
1,237 57.01 12/31/09
1,050 48.57 12/24/13
Susan A. Eno 1,821 -- -- 33.62 2/12/08
982 57.01 12/31/09
945 48.57 12/24/13
Douglas W. Damm 705 -- -- 57.01 12/31/09
787 48.57 12/24/13
The Company's stock option plan ended in May 2006 and a new stock option
plan has not been adopted. All previously awarded stock options were vested
prior to 2007. There were no option exercises during 2007.
PENSION BENEFITS
The Corporation has a non-contributory defined benefit pension plan
that is qualified for federal tax purposes for all eligible employees. The
Corporation has the authority to change or terminate the pension plan at any
time. In order to be eligible, an employee must have completed six months of
service and have attained age 20. The employee can participate under the plan
upon the satisfaction of the eligibility requirements and having reached the
entry date. The entry date is the first day of the Plan Year following the date
of satisfaction of the eligibility requirements. The Corporation contributed
$200,000 to the plan in 2007 and $311,000 to the plan in 2006.
The amount of a participant's monthly normal retirement annuity is
equal to 1.1% of their average monthly compensation (salary and bonus)
multiplied by their total number of years of service, plus .65% of their average
monthly compensation in excess of one-twelfth of their covered compensation
multiplied by their total number of years of service (up to a maximum of
thirty-five (35) years), computed to the nearest cent. Upon reaching normal
retirement age of 65, a participant is entitled to receive, a monthly benefit
for life or may elect a one time lump sum benefit. Early retirement, postponed
retirement and disability retirement are also provided for in the plan.
A plan participant has no vested benefit until after attainment of 5
years of service at which time the participant is fully vested.
The plan's benefit obligations at year end are calculated using the
following weighted average assumptions:
14
- Weighted average discount - 6.50%
- Rate of increase in future compensation - 3.00%
- Expected long term rate of return on plan assets - 8.00%
401K PLAN
The Bank also maintains a 401(k) plan for all eligible employees. In order
to be eligible, an employee must complete 90 days of service and be at least 21
years of age. During 2007 the Bank elected to make matching contributions equal
to 100% of the first 2% and 50% of the next 2% of the employee's deferred
compensation.
NONQUALIFIED DEFERRED COMPENSATION
On September 1, 1997, the board of directors approved a Nonqualified
Deferred Compensation Plan, a supplemental retirement program, which permits
voluntary participation for a select group of management personnel and any
directors not eligible to participate in the 1985 Directors' Deferred
Compensation Plan. Mr. Conboy was the only active employee currently
participating eligible for the benefits under the plan. See Compensation of
Directors above for more information regarding this plan.
The plan permits participating executive officers and directors to
elect in advance to defer from 1% to 100% of his or her compensation, or
directors fees into the plan on an annual basis. The election to defer
compensation under the plan is irrevocable for each plan year. The Corporation
does not make matching contributions to the plan for employees or directors.
Amounts deferred are credited with interest at a rate equal to the Bank's "yield
on earning assets" as calculated at year end of the prior year. Upon separation
for any reason of the services of a participating employee from the Bank, the
employee will be entitled to receive the balance of his or her account in equal
monthly installments over a period of ten years or lump sum if approved by the
board of directors.
OTHER POTENTIAL POST-EMPLOYMENT PAYMENTS
Except for the benefits payable under the defined benefit pension
plan, 401k plan and the deferred compensation plans described above there are no
other contracts, plans, or arrangements that will potentially provide executive
officers with payment or other benefits upon termination of their employment or
upon a change in control of the Corporation or Bank.
15
CODE OF ETHICS
The Corporation has adopted a Senior Financial Officers Code of Ethics
that applies to the Corporation's chief executive officer, treasurer, controller
or other senior officers performing similar functions. A copy of the Senior
Financial Officers Code of Ethics will be furnished without charge upon written
request to: Secretary, CNB Corporation, P.O. Box 10, Cheboygan, Michigan 49721.
REPORT OF THE AUDIT COMMITTEE
The primary function of the Audit Committee ("Committee") is to assist
the Board of Directors in fulfilling its oversight responsibilities by reviewing
the financial information that will be provided to shareholders and others, the
systems of internal controls, and all internal and external audit processes.
Management is responsible for preparing the Corporation's financial statements
and the independent external auditors are responsible for auditing those
financial statements.
The Committee reviewed and discussed the audited financial statements
of the Corporation for the year ended December 31, 2007 with management and the
independent external auditors.
The Committee discussed with the independent external auditors the
matters required to be discussed by Statement on Auditing Standards 114, which
include, among other items, matters related to the conduct of the audit of the
Corporation's financial statements. The Committee also received the written
disclosures and the letter from the independent external auditors required by
Independence Standards Board Standard No. 1 (which relates to the auditors'
independence from management and from the Corporation and its related entities),
discussed with the auditors any relationships that may impact their independence
and satisfied itself as to the auditors' independence.
Based on the reviews and discussions referred to above, the Committee
recommended to the Board of Directors that the Corporation's audited financial
statements be included in the Annual Report on Form 10-K for the year ended
December 31, 2007 for filing with the Securities and Exchange Commission.
Submitted by the Audit Committee of the Board of Directors:
Thomas J. Ellenberger, Chairman Kathleen A. Lieder
Steven J. Baker John L. Ormsbee
Kathleen M. Darrow R. Jeffery Swadling
Vincent J. Hillesheim Francis J. Van Antwerp, Jr.
16
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Directors and officers of the Corporation, as well as members of their
immediate families and the companies, organizations and other entities with
which they are associated, have had, and are expected to have in the future,
transactions with the Bank. All such transactions are made in the ordinary
course of business and on substantially the same terms, including interest rates
and collateral requirements on loan transactions, as those prevailing at the
same time for comparable transactions with other persons. All such loan
transactions do not involve more than normal risk of collectibility or present
other unfavorable features and, when required, are approved by the Board of
Directors.
Director Conboy serves as counsel to the law firm of Bodman LLP which
provided legal services to the Corporation and the Bank during 2007. During 2007
he received no compensation from Bodman LLP. It is anticipated that Bodman LLP
will continue to furnish legal services in the future.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires
directors, executive officers, and any persons beneficially owning more than 10%
of the Corporation's common stock to file initial reports of ownership of the
common stock and changes in such ownership with the Securities and Exchange
Commission. Since the Bank essentially has knowledge of such ownership
information in its capacity as sole transfer agent for the Corporation's common
stock, it electronically files the required reports in compliance with Section
16(a), as amended under the Sarbanes-Oxley Act of 2002, and Securities and
Exchange Commission rules and regulations.
INDEPENDENT AUDITORS
Crowe Chizek and Company LLC ("Crowe Chizek") had served as the
independent external auditors for the Bank since 1980 and for the Corporation
since its formation in 1985. On February 22, 2007, the Audit Committee of our
Board of Directors concluded its proposal process for selection of an
independent registered public accounting firm for 2007, and appointed Plante &
Moran, PLLC ("Plante & Moran") as our independent registered public accounting
firm for the calendar year ending December 31, 2007. On the same date, the Audit
Committee determined to dismiss Crowe Chizek as our independent registered
public accounting firm after work was completed for the calendar year ending
December 31, 2006, and advised Crowe Chizek that it would not be engaged as the
Company's independent registered public accounting firm for the calendar year
ending December 31, 2007.
The audit report of Plante & Moran on our consolidated financial
statements as of and for the year ended December 31, 2007 and Crowe Chizek's
reports on our consolidated financial statements as of and for the year ended
December 31, 2006, did not contain an adverse opinion or a disclaimer of opinion
and were not qualified or modified as to uncertainty, audit scope, or
17
accounting principles.
During the two most recent calendar years ended December 31, 2007 and
2006, and from December 31, 2006 through the date we appointed Plante & Moran as
our independent registered public accounting firm for the calendar year ending
December 31, 2007, there have been no disagreements between us and Plante &
Moran or Crowe Chizek on any matters of accounting principle or practice,
financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to its satisfaction, would have caused Plante &
Moran or Crowe Chizek to make reference to the subject matter of such
disagreements in connection with its reports. During the period described in the
preceding sentence, there were no "reportable events" as defined in Item
304(a)(1)(iv) or (v) of Regulation S-K of the Securities and Exchange Commission
("SEC").
During the calendar year ended December 31, 2006, and from December
31, 2006 through the date we appointed Plante & Moran as our independent
registered public accounting firm for the calendar year ending December 31,
2007, neither we nor anyone on our behalf consulted Plante & Moran with respect
to any accounting or auditing issues involving us. In particular, there was no
discussion with Plante & Moran regarding the application of accounting
principles to a specified transaction, the type of audit opinion that might be
rendered on the financial statements, or any matter that was either the subject
of a disagreement with Crowe Chizek on accounting principles or practices,
financial statement disclosure or auditing scope or procedures, which, if not
resolved to the satisfaction of Crowe Chizek, would have caused Crowe Chizek to
make reference to the matter in its reports, or a "reportable event" as defined
in Item 304(a)(1)(iv) or (v) of Regulation S-K.
The following table sets forth the fees billed to the Corporation by
Plante & Moran for the year ended December 31, 2007 and Crowe Chizek for the
year ended December 31, 2006:
2007 2006
------- -------
Audit Fees $68,500 $60,800
Audit-Related Fees 5,000 0
Tax Fees 11,000 8,400
All Other Fees 13,500 325
All Other Fees for 2007 included $6,000 paid for a validation of our
Asset/Liability model and $7,500 paid for training services for a credit
analyst.
All of the services provided by the independent external auditors and
their fees for services were approved in accordance with the Audit Committee's
Audit and Non-Audit Services Pre-Approval Policy. The policy sets forth the
procedures and the conditions pursuant to which the Audit Committee may meet its
duty to pre-approve all audit and permitted non-audit services to be performed
by the independent external auditors. The Audit Committee may give general
pre-approval of types of services based on established policy and procedures or
specific pre-approval on an engagement-by-engagement basis. The Audit Committee
annually reviews and pre-approves
18
those services that may be provided by the independent external auditors without
obtaining specific approval from the Audit Committee.
SHAREHOLDER COMMUNICATIONS WITH DIRECTORS
The Board of Directors does not have a formal process for shareholders
to send communications to the Board of Directors. All members of the Board of
Directors and a large majority of the shareholders reside in the rural
geographic area served by the Corporation and the Bank and open and direct
communication between the directors and those shareholders is encouraged. As for
written communications from shareholders or other interested parties to the
Board of Directors or any specific individual director, the practice has been
and will continue to be that all such communications are promptly forwarded to
the appropriate party or shared with the full Board of Directors no later than
the next regularly scheduled meeting of the Board. Any shareholder wishing to
send a written communication to the Board of Directors or a specific individual
director should address the communication to the Board of Directors or the
individual director, CNB Corporation, 303 N. Main Street, Cheboygan, Michigan
49721.
DELIVERY OF DOCUMENTS TO SHAREHOLDERS SHARING AN ADDRESS
If you share an address with one or more other shareholders, a single
copy of the Annual Report and/or Proxy Statement is being provided to you and
the other shareholders. If you wish to receive a separate copy of the Annual
Report and/or Proxy Statement, please make that request in person, in writing,
or by telephone to: Secretary, CNB Corporation, P. O. Box 10, Cheboygan, MI
49721. Telephone: 231-627-7111 or 1-888-627-7800.
SHAREHOLDER PROPOSALS
Any shareholder proposal to be considered by the Corporation for
inclusion in the 2009 Annual Meeting of Shareholders proxy materials must comply
with Rule 14a-8 under the Securities Exchange Act of 1934 and be received by the
Corporation no later than December 5, 2008.
19
OTHER BUSINESS
The Board of Directors is not aware of any matter to be presented for
action at the meeting, other than the matters set forth herein. If any other
business should come before the meeting, or any adjournment thereof, the Proxy
will be voted in respect thereof in accordance with the best judgment of the
persons authorized therein, and discretionary authority to do so is included in
the Proxy. The cost of soliciting proxies will be borne by the Corporation. In
addition to solicitation by mail, officers and other employees of the
Corporation and the Bank may solicit proxies by telephone or in person, without
compensation other than their regular compensation.
The Annual Report of the Corporation for 2007 is included with this
Proxy Statement.
Shareholders are urged to sign and return the enclosed proxy in the
enclosed envelope.
By order of the Board of Directors,
/s/ Susan A. Eno
Susan A. Eno
Secretary
Dated: April 18, 2008
20
CNB CORPORATION
303 North Main Street
Cheboygan, Michigan 49721
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
MAY 20, 2008
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints John L. Ormsbee, R. Jeffery Swadling, and
Kathleen A. Lieder, and each of them, as Proxies, each with the power to appoint
his substitute, and hereby authorizes them to represent and to vote, as
designated below, all the shares of common stock of CNB Corporation held of
record by the undersigned on March 21, 2008, at the Annual Meeting of
Shareholders to be held May 20, 2008, and at any adjournment thereof.
1. In the election of ten directors to be elected for terms expiring in 2009:
[ ] FOR all nominees listed below [ ] WITHHOLD AUTHORITY to vote for all
(except as marked to the nominees listed below
contrary below)
(INSTRUCTION: To withhold authority to vote for any individual nominee strike a
line through the nominee's name in the list below.)
Steven J. Baker,
James C. Conboy, Jr.
Kathleen M. Darrow
Thomas J. Ellenberger
Susan A. Eno
Vincent J. Hillesheim
Kathleen A. Lieder
John L. Ormsbee
R. Jeffery Swadling
Francis J. VanAntwerp, Jr.
COMPLETE AND SIGN ON REVERSE
The undersigned shareholder instructs the Proxies to vote as specified in
this Proxy on the matters described in the Proxy Statement dated April 18, 2008.
This Proxy, when properly executed, will be voted by the Proxies in the manner
directed herein by the undersigned shareholder. IF NO CHOICE IS SPECIFIED, THIS
PROXY WILL BE VOTED FOR ALL NOMINEES LISTED IN PROPOSAL 1. BY EXECUTION OF THIS
PROXY, THE UNDERSIGNED SHAREHOLDER CONFERS UPON THE ABOVE-APPOINTED PROXIES THE
DISCRETIONARY AUTHORITY TO VOTE UPON ANY OTHER MATTERS WHICH MAY PROPERLY COME
BEFORE THE MEETING, AND REVOKES ANY PRIOR PROXIES.
The undersigned shareholder acknowledges receipt of the 2007 Annual Report
to Shareholders, and the Notice of Meeting and Proxy Statement, both dated April
18, 2008.
The giving of this Proxy does not affect the right of the undersigned
shareholder to vote in person should the undersigned shareholder attend the
annual meeting. This Proxy may be revoked at any time before it is voted.
Each shareholder must sign exactly as his/her name appears below. For
shares held jointly, any one owner may sign subject to any agreement between
them. If signing as attorney, executor, trustee or in some other representative
capacity, sign name and give full title. If a corporation, sign in full
corporate name by authorized officer. If a partnership, sign in partnership name
by authorized person. Brokers executing proxies should indicate in the space
below the number of shares with respect to which authority is conferred by this
Proxy if less than all shares held by such brokers as nominees are to be voted.
The (# OF SHARES) shares represented by this Proxy are registered on our
books as follows:
ACCT #
NAME
DESIGNATION
STREET ADDRESS
CITY, STATE ZIP
Date: , 2008
------------------------ ----------------------------------------
Signature
Brokers-Number of Shares
----------- ----------------------------------------
Signature
----------------------------------------
Signature
IF YOU SHARE AN ADDRESS WITH ONE OR MORE OTHER SHAREHOLDERS, A SINGLE COPY OF
THE ANNUAL REPORT AND/OR PROXY STATEMENT IS BEING PROVIDED TO YOU AND THE OTHER
SHAREHOLDERS. IF YOU WISH TO RECEIVE A SEPARATE COPY OF THE ANNUAL REPORT AND/OR
PROXY STATEMENT, PLEASE MAKE THAT REQUEST IN PERSON, IN WRITING, OR BY TELEPHONE
TO: SECRETARY, CNB CORPORATION, P. O. BOX 10, CHEBOYGAN, MI 49721. TELEPHONE:
231-627-7111 OR 1-888-627-7800.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY
IN THE ENCLOSED ENVELOPE PROMPTLY.