DEF 14A
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. __)
Filed by the Registrant o
Filed by a Party other than the Registrant o
Check the appropriate box:
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to §240.14a-12 |
Plumas Bancorp
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required. |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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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
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Proposed maximum aggregate value of transaction: |
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Fee paid previously with preliminary materials. |
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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. |
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Amount Previously Paid: |
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Form, Schedule or Registration Statement No.: |
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Filing Party: |
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Date Filed: |
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Dear Shareholder:
You are cordially invited to attend the annual meeting of shareholders of Plumas
Bancorp, which will be held at the Plumas Bank Credit Administration Building located at 32 Central
Avenue, Quincy, California, on Wednesday, May 20, 2009 at 10:30 a.m. At this annual meeting,
shareholders will be asked to elect nine directors for the next year.
Plumas Bancorp is requesting your proxy to vote in favor of all of the nominees for
election as directors. The Board of Directors of Plumas Bancorp recommends that you vote FOR the
election of each of the nominees.
The proxy statement contains information about each of the nominees for directors.
To ensure that your vote is represented at this important meeting, please sign, date
and return the proxy card in the enclosed envelope as promptly as possible. As an alternative to
using your paper proxy card to vote, you may also vote by telephone or over the Internet by
following the instructions on your proxy card.
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Sincerely,
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Douglas N. Biddle |
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President and Chief Executive Officer |
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The
date of this proxy statement is April 3, 2009
Notice of Annual Meeting of Shareholders
Plumas Bancorp
To: The Shareholders of
Plumas Bancorp
Notice is hereby given that, pursuant to its Bylaws and the call of its Board of
Directors, the annual meeting of shareholders of Plumas Bancorp will be held at the Plumas Bank
Credit Administration Building located at 32 Central Avenue, Quincy, California, on Wednesday,
May 20, 2009 at 10:30 a.m., for the purpose of considering and voting upon the following matters:
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Election of Directors. To elect nine (9) persons to serve
as directors of the Bancorp until their successors are duly
elected and qualified. |
Douglas N. Biddle
William E. Elliott
John Flournoy
Robert J. McClintock
Daniel E. West
Alvin G. Blickenstaff
Gerald W. Fletcher
Arthur C. Grohs
Terrance J. Reeson
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Advisory Vote on Executive Compensation. To provide a
non-binding advisory vote on the Companys executive
compensation. |
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Transaction of Other Business. To transact such other
business as may properly come before the meeting and any
adjournment or adjournments thereof. |
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The Board of Directors has fixed the close of business on
April 1, 2009 as the record date for determination of
shareholders entitled to notice of, and the right to vote
at, the meeting. |
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Section 3.3 of the Bylaws of Plumas Bancorp sets forth the
nomination procedure for nominations of directors.
Section 3.3 provides: |
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Nominations of Directors. Nominations for election of
members of the board may be made by the board or by any
holder of any outstanding class of capital stock of the
corporation entitled to vote for the election of directors.
Notice of intention to make any nominations (other than for
persons named in the notice of the meeting called for the
election of directors) shall be made in writing and shall
be delivered or mailed to the president of the corporation
by the later of: (i) the close of business twenty-one
(21) days prior to any meeting of shareholders called for
the election of directors; or (ii) ten (10) days after the
date of mailing of notice of the meeting to shareholders.
Such notification shall contain the following information
to the extent known to the notifying shareholder: (a) the
name and address of each proposed nominee; (b) the
principal occupation of each proposed nominee; (c) the
number of shares of capital stock of the corporation owned
by each proposed nominee; (d) the name and residence
address of the notifying shareholder; (e) the number of
shares of capital stock of the corporation owned by the
notifying shareholder; (f) the number of shares of capital
stock of any bank, bank holding company, savings and loan
association or other depository institution owned
beneficially by the nominee or by notifying shareholder and
the identities and locations of any such institutions; and
(g) whether the proposed nominee has ever been convicted of
or pleaded nolo contendere to any criminal offense
involving dishonesty or breach of trust, filed a petition
on bankruptcy or been adjudged bankrupt. The notification
shall be signed by the nominating shareholder and by each
nominee, and shall be accompanied by a written consent to
be named as a nominee for election as a director from each
proposed nominee. Nominations not made in accordance with
these procedures shall be disregarded by the then
chairperson of the meeting, and upon his or her
instructions, the inspectors of election shall disregard
all votes cast for each such nominee. The foregoing
requirements do not apply to the nomination of a person to
replace a proposed nominee who has become unable to serve
as a director between the last day for giving notice in
accordance with this paragraph and the date of election of
directors if the procedure called for in this paragraph was
followed with respect to the nomination of the proposed
nominee. |
You are urged to vote in favor of the election of all of the nominees for directors
and to vote FOR approval of a non-binding advisory vote on the Companys executive compensation
by signing and returning the enclosed proxy as promptly as possible, whether or not you plan to
attend the meeting in person. As an alternative to using your paper proxy card to vote, you may
also vote by telephone or over the Internet by following the instructions on your proxy card. If
you do attend the meeting, you may then withdraw your proxy. The proxy may be revoked at any time
prior to its exercise.
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By Order of the Board of Directors
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Dated: April 3, 2009
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Terrance J. Reeson, Vice Chairman and Secretary |
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Plumas Bancorp
Proxy Statement
Annual Meeting of Shareholders
May 20, 2009
Plumas Bancorp is providing this proxy statement to shareholders of Plumas Bancorp
in connection with the annual meeting (the Meeting) of shareholders of Plumas Bancorp to be held
at the Plumas Bank Credit Administration Building located at 32 Central Avenue, Quincy, California,
on Wednesday, May 20, 2009 at 10:30 a.m. and at any and all adjournments thereof.
It is expected that Plumas Bancorp will mail this proxy statement and accompanying
notice and form of proxy to shareholders on or about April 13, 2009.
Shareholders may also view these proxy materials on the internet at
http://materials.proxyvote.com/729273. The proxy materials on the internet include the notice of
annual meeting of shareholders and this proxy statement.
Revocability of Proxies
A proxy for use at the meeting is enclosed. Any shareholder who executes and
delivers such proxy has the right to revoke it at any time before it is exercised, by filing with
the Secretary of Plumas Bancorp an instrument revoking it, or a duly executed proxy bearing a later
date. The Secretary of Plumas Bancorp is Terrance J. Reeson, and any revocation should be filed
with him at Plumas Bancorp, 35 S. Lindan Avenue, Quincy, California 95971. In addition, the powers
of the proxy holders will be revoked if the person executing the proxy is present at the meeting
and elects to vote in person. Subject to such revocation or suspension, the proxy holders will vote
all shares represented by a properly executed proxy received in time for the meeting in accordance
with the instructions on the proxy. If no instruction is specified with regard to the matter to be
acted upon, the proxy holders will vote the shares represented by the proxy FOR each of the
nominees for directors and FOR approval of a non-binding advisory vote on the Companys executive
compensation. If any other matter is presented at the meeting, the proxy holders will vote in
accordance with the recommendations of management.
Persons Making the Solicitation
The Board of Directors of Plumas Bancorp is soliciting proxies. Plumas Bancorp (the
Company) will bear the expense of preparing, assembling, printing and mailing this proxy
statement and the material used in the solicitation of proxies for the meeting. The Company
contemplates that proxies will be solicited principally through the use of the mail, but officers,
directors and employees of Plumas Bancorp may solicit proxies personally or by telephone, without
receiving special compensation for the solicitation. Although there is no formal agreement to do
so, the Company will reimburse banks, brokerage houses and other custodians, nominees and
fiduciaries for their reasonable expenses in forwarding these proxy materials to their principals.
In addition, the Company may utilize the services of individuals or entities not regularly employed
by Plumas Bancorp in connection with the solicitation of proxies, if management of the Company
determines that this is advisable.
1
Voting Securities
Management of the Company has fixed April 1, 2009 as the record date for purposes of
determining the shareholders entitled to notice of, and to vote at, the meeting. On April 1, 2009,
there were 4,776,339 shares of Plumas Bancorps common stock issued and outstanding. Each holder of
Plumas Bancorps common stock will be entitled to one vote for each share of the Companys common
stock held of record on the books of Plumas Bancorp as of the record date. In connection with the
election of directors, shares may be voted cumulatively if a shareholder present at the meeting
gives notice at the meeting, prior to the voting for election of directors, of his or her intention
to vote cumulatively. If any shareholder of Plumas Bancorp gives that notice, then all shareholders
eligible to vote will be entitled to cumulate their shares in voting for election of directors.
Cumulative voting allows a shareholder to cast a number of votes equal to the number of shares held
in his or her name as of the record date, multiplied by the number of directors to be elected.
These votes may be cast for any one nominee, or may be distributed among as many nominees as the
shareholder sees fit. If cumulative voting is declared at the meeting, votes represented by proxies
delivered pursuant to this proxy statement may be cumulated in the discretion of the proxy holders,
in accordance with managements recommendation.
The effect of broker nonvotes is that such votes are not counted as being voted;
however such votes are counted for purposes of determining a quorum. The effect of a vote of
abstention on any matter is that such vote is not counted as a vote for or against the matter, but
is counted as an abstention.
Shareholdings of Certain Beneficial Owners and Management
Management of Plumas Bancorp knows of no person who owns, beneficially or of record,
either individually or together with associates, 5 percent or more of the outstanding shares of the
Companys common stock, except as set forth in the table below. The following table sets forth, as
of March 17, 2009, the number and percentage of shares of Plumas Bancorps outstanding common stock
beneficially owned, directly or indirectly, by principal shareholders, by each of the Companys
directors, the Chief Executive Officer (CEO) and the two other most highly compensated executive
officers during 2008 and by the directors and executive officers of the Company as a group. The
shares beneficially owned are determined under the Securities and Exchange Commission Rules, and
do not necessarily indicate ownership for any other purpose. In general, beneficial ownership
includes shares over which the director, named executive officer or principal shareholder has sole
or shared voting or investment power and shares which such person has the right to acquire within
60 days of March 17, 2009. Unless otherwise indicated, the persons listed below have sole voting
and investment powers of the shares beneficially owned or acquirable by exercise of stock options.
Management is not aware of any arrangements, which may result in a change of control of Plumas
Bancorp.
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Amount and Nature of |
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Beneficial Owner |
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Beneficial Ownership (a) |
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Percent of Class (a) |
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Principal Shareholders that own 5% or more: |
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Cortopassi (b) |
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502,367 |
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10.5 |
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Directors and Named Executive Officers: |
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Douglas N. Biddle, President and CEO and
Director |
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89,696 |
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1.9 |
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Robert T. Herr, EVP and Loan Administrator |
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28,050 |
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Andrew J. Ryback, EVP and CFO |
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36,404 |
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Daniel E. West, Director and Chairman of
the Board |
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162,191 |
(4) |
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3.4 |
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Terrance J. Reeson, Director, Vice
Chairman of the Board and Secretary of the
Board |
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193,343 |
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4.0 |
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Alvin G. Blickenstaff, Director |
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183,783 |
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3.8 |
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William E. Elliott, Director |
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78,160 |
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1.6 |
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Gerald W. Fletcher, Director |
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40,914 |
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John Flournoy, Director |
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10,075 |
(9) |
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Arthur Grohs, Director |
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144,876 |
(10) |
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3.0 |
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Robert J. McClintock |
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12,990 |
(11) |
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* |
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All 13 Directors and Executive Officers as
a Group |
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696,492 |
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14.1 |
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Less than one percent |
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Includes 152,336 shares subject to options held by the
directors and executive officers that were exercisable within
60 days of March 17, 2009. These are treated as issued and
outstanding for the purpose of computing the percentage of
each director, named executive officer and the directors and
officers as a group, but not for the purpose of computing the
percentage of class owned by any other person, including
principal shareholders.
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Two Cortopassi controlled entities have beneficial ownership
over a total of 502,367 shares of Plumas Bancorp. The
Cortopassi Family Trust owns 181,810 shares of Plumas
Bancorp, while Cortopassi Partners, L.P. owns 320,557 shares
of Plumas Bancorp. Dean A. Cortopassi is the Trustee of the
Cortopassi Family Trust and is also President of San Tomo,
Inc., the general partner of Cortopassi Partners, L.P. Mr.
Cortopassi disclaims beneficial ownership of the shares held
by Cortopassi Family Trust and Cortopassi Partners, L.P.
except to the extent of his pecuniary or partnership
interests therein. The address of the Limited Partnership is
11292 North Alpine Road, Stockton, California 95212. |
3
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Mr. Biddle has shared voting and investment powers as to 40,455 shares, sole voting
and investment powers as to 9,679 shares and sole investment powers but no voting
powers as to 4,979 shares. He also has 34,583 shares acquirable by exercise of stock
options. |
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Mr. Herr has 28,050 shares acquirable by exercise of stock options. |
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Mr. Ryback has shared voting and investment powers as to 9,175 shares and sole
investment powers but no voting powers as to 5,369 shares. He also has 21,860 shares
acquirable by exercise of stock options. |
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Mr. West has sole voting and investment powers as to 7,125 shares, shared voting and
investment powers as to 20,923 shares, sole voting powers but shared investment
powers as to 16,794 shares and no voting or investment powers as to 3,637 shares.
Mr. West, along with Messrs. Blickenstaff, Grohs and Reeson, are members of the
Corporate Governance Committee and have shared voting powers as to 102,277 shares
held by the Plumas Bank 401k Plan, of which beneficial ownership of 102,277 shares
are disclaimed by Mr. West. He also has 11,435 shares acquirable by exercise of
stock options. |
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Mr. Reeson has shared voting and investment powers as to 71,975 shares and sole
voting and investing powers as to 7,656 shares. Mr. Reeson, along with
Messrs. Blickenstaff, Grohs and West, are members of the Corporate Governance
Committee and have shared voting powers as to 102,277 shares held by the Plumas Bank
401k Plan, of which beneficial ownership of 102,277 shares are disclaimed by
Mr. Reeson. He also has 11,435 shares acquirable by exercise of stock options. |
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Mr. Blickenstaff has shared voting and investment powers as to 67,172 shares, sole
voting and investing powers as to 5,673 shares and no voting or investment powers as
to 2,851 shares. Mr. Blickenstaff, along with Messrs. Reeson, Grohs and West, are
members of the Corporate Governance Committee and have shared voting powers as to
102,277 shares held by the Plumas Bank 401k Plan, of which beneficial ownership of
102,277 shares are disclaimed by Mr. Blickenstaff. He also has 5,810 shares
acquirable by exercise of stock options. |
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Mr. Elliott has shared voting and investment powers as to 66,867 shares and sole
voting and investment powers as to 10,543 shares. He also has 750 shares acquirable
by exercise of stock options. |
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Mr. Fletcher has shared voting and investment powers as to 30,046 shares. He also
has 10,868 shares acquirable by exercise of stock options. |
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Mr. Flournoy has sole voting and investment powers as to 7,450 shares and no voting
or investment powers as to 375 shares. He also has 2,250 shares acquirable by
exercise of stock options. |
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Mr. Grohs has shared voting and investment powers as to 30,593 shares
and no voting or investment powers as to 571 shares. Mr. Grohs, along
with Messrs. Reeson, Blickenstaff and West, are members of the Corporate
Governance Committee and have shared voting powers as to 102,277 shares
held by the Plumas Bank 401k Plan, of which beneficial ownership of
102,277 shares are disclaimed by Mr. Grohs. He also has 11,435 shares
acquirable by exercise of stock options. |
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Mr. McClintock has sole voting and investment powers as to 12,990 shares. |
Section 16(a) Beneficial Ownership Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires Plumas Bancorps
directors and certain executive officers and persons who own more than ten percent (10%) of a
registered class of the Companys equity securities (collectively, the Reporting Persons), to
file reports of ownership and changes in ownership with the Securities and Exchange Commission (the
SEC). The Reporting Persons are required by SEC regulation to furnish the Bancorp with copies of
all Section 16(a) forms they file.
Based solely upon a review of Forms 3, 4 and 5 and amendments thereto furnished to
the Company during and with respect to its 2008 fiscal year, no director, executive officer or
beneficial owner of 10% or more of the Companys common stock failed to file, on a timely basis,
reports required during or with respect to 2008 by Section 16(a) of the Securities Exchange Act of
1934, as amended, except for Mr. Elliott, who inadvertently failed to file one timely report on
Form 4 with respect to one transaction.
5
Election of Directors
The persons named below, all of whom are current members of the Board of Directors (the
Board), will be nominated for election as directors at the Meeting to serve until the 2010 Annual
Meeting of Shareholders and until their successors are elected and have qualified. Votes of the
proxy holders will be cast in such a manner as to effect the election of all 9 nominees, as
appropriate. The 9 nominees for directors receiving the most votes will be elected directors. In
the event that any of the nominees should be unable to serve as a director, it is intended that the
Proxy will be voted for the election of such substitute nominee, if any, as shall be designated by
the Board. The Board has no reason to believe that any of the nominees named below will be unable
to serve if elected. Additional nominations for directors may only be made by complying with the
nomination procedures which are included in the Notice of Annual Meeting of Shareholders
accompanying this Proxy Statement.
The following table sets forth the names of, and certain information concerning, the
persons to be nominated by the Board for election as directors of Plumas Bancorp.
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Year First |
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Name and Title |
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Appointed |
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Other than Director |
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Age |
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Director |
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Principal Occupation During the Past Five Years |
Douglas N. Biddle
President and CEO
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55 |
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2005 |
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President and CEO of Plumas Bancorp and Plumas
Bank, Quincy, CA. Previously Executive Vice
President and Chief Administrative Officer of
Plumas Bancorp and Plumas Bank. |
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Daniel E. West
Chairman of the Board
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55 |
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1997 |
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President, Graeagle Land & Water Co., a land
management company. President, Graeagle Water
Co, a private water utility, Graeagle, CA. |
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Terrance J. Reeson
Vice Chairman and
Secretary of the Board
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64 |
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1984 |
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Retired. Formerly with the U.S. Forestry
Service, Quincy, CA. |
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Alvin G. Blickenstaff
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73 |
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1988 |
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Farmer and Rancher, partner in Blickenstaff
Ranch, Janesville, CA. |
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William E. Elliott
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68 |
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1987 |
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Retired. Formerly President and CEO of Plumas
Bancorp, Quincy, CA. |
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Gerald W. Fletcher
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66 |
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1988 |
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Forest Products Wholesaler, Susanville, CA. |
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John Flournoy
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64 |
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2005 |
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Rancher and Chief Financial Officer of Likely
Land and Livestock Corporation. Likely, CA. |
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Arthur C. Grohs
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72 |
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1988 |
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Retired. Former Retailer, Susanville, CA. |
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Robert J. McClintock
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51 |
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2008 |
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Certified Public Accountant, co-owner of
McClintock Accountancy Corporation, Tahoe
City, CA. |
6
All nominees will continue to serve if elected at the meeting until the 2010 annual meeting of
shareholders and until their successors are elected and have been qualified. None of the directors
were selected pursuant to any arrangement or understanding other than with the directors and
executive officers of Plumas Bancorp acting within their capacities as such. There are no family
relationships between any of the directors of Plumas Bancorp. No director of the Company serves as
a director of any company that has a class of securities registered under, or which is subject to
the periodic reporting requirements of, the Securities Exchange Act of 1934, or of any company
registered as an investment company under the Investment Company Act of 1940.
The Board of Directors and Committees
During 2008, the Companys Board of Directors met 12 times. None of Plumas Bancorps directors
attended less than 75 percent of all Board of Directors meetings and committee meetings of which
they were members. The Company does not have a policy requiring director attendance at its annual
meeting. However, most directors attend the meeting as a matter of course. All current directors,
with the exception of Mr. McClintock who joined the board subsequent to the 2008 annual meeting,
attended the annual meeting of shareholders held in May 2008. The Board has established, among
others, an Audit Committee and a Corporate Governance Committee and each of these committees have
charters. Charters for each of these committees are available on the Companys website
www.plumasbank.com.
Shareholder Communication with the Board of Directors
If you wish to communicate with the Board of Directors you may send correspondence to the
Corporate Secretary, Plumas Bancorp, 35 S. Lindan Avenue, Quincy, California 95971. The Corporate
Secretary will submit your correspondence to the Board of Directors or the appropriate committee,
as applicable.
Code of Ethics
The Board of Directors has adopted a code of business conduct and ethics for directors,
officers (including Plumas Bancorps principal executive officer and principal financial officer)
and financial personnel, known as the Corporate Governance Code of Ethics. This Code of Ethics
Policy is available on Plumas Bancorps website at www.plumasbank.com. Shareholders may request a
free copy of the Code of Ethics Policy from Plumas Bancorp, Ms. Elizabeth Kuipers, Investor
Relations, 35 S. Lindan Avenue, Quincy, California 95971.
Director Independence
The Board has determined that each of the following non-employee directors is independent
within the meaning of the listing standards and rules of NASDAQ.
Daniel E. West
Alvin G. Blickenstaff
John Flournoy
Robert J. McClintock
Terrance J. Reeson
Gerald W. Fletcher
Arthur C. Grohs
7
Audit Committee
Plumas Bancorp has an Audit Committee composed of Mr. Flournoy, Chairman and
Messrs. Grohs, McClintock and Reeson. The Board has determined that each member of the Audit
Committee meets the independence and experience requirements of the listing standards of NASDAQ and
the Securities and Exchange Commission. The Board has also determined that Mr. Robert J. McClintock
is qualified as an audit committee financial expert and that he has accounting or related financial
management expertise, in each case in accordance with the rules of the Securities and Exchange
Commission and NASDAQs listing standards.
The Audit Committee met seven times during 2008. The Audit Committee reviews all
internal and external audits including the audit by Perry-Smith LLP, the Companys independent
auditor. The Audit Committee reports any significant findings of audits to the Board of Directors,
and ensures that the Companys internal audit plans are met, programs are carried out, and
deficiencies and weaknesses, if any, are addressed. The Audit Committee meets regularly to discuss
and review the overall audit plan. The Audit Committees policy is to pre-approve all recurring
audit and non-audit services provided by the independent auditors through the use of engagement
letters. These services may include audit services, audit-related services, tax services and other
services. Pre-approval is generally provided for up to one year and any pre-approval is detailed as
to particular service or category of services and is generally subject to a specific budget. The
independent auditors and management are required to periodically report to the Audit Committee
regarding all services provided by the independent auditors and fees associated with those services
performed to date. Other than some ancillary tax accounting consulting services, the fees paid to
the independent auditors in 2008 and 2007 were approved per the Audit Committees pre-approval
policies.
Audit Committee Report
This report of the Audit Committee shall not be deemed incorporated by reference by
any general statement incorporating by reference this proxy statement into any filing under the
Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to
the extent that Plumas Bancorp specifically incorporates this information by reference, and shall
not otherwise be deemed filed under the Acts.
The Board of Directors and the Audit Committee has reviewed Plumas Bancorps audited
financial statements and discussed such statements with management. The Audit Committee has
discussed with Perry-Smith LLP, the Companys independent auditors during the year 2008, the
matters required to be discussed by Statement of Auditing Standards No. 61, as amended
(Communication with Audit and Finance Committees, as amended).
The Audit Committee received written disclosures and a letter from Perry-Smith LLP,
required by Independence Standards Board Standard No. 1 and has discussed with them their
independence from management. The Audit Committee has also considered whether the independent
auditors provision of other non-audit services is compatible with the auditors independence.
Based on the review and discussions noted above, the Audit Committee recommended to
the Board of Directors that Plumas Bancorps audited financial statements be included in the
Companys Annual Report on Form 10-K for the year ended December 31, 2008, for filing with the
Securities and Exchange Commission.
THE AUDIT COMMITTEE:
John Flournoy, Chairman
Robert J. McClintock
Arthur C. Grohs
Terrance J. Reeson
8
Corporate Governance Committee
Plumas Bancorp has a Corporate Governance Committee which met five times during
2008. The Corporate Governance committee consists of Mr. Grohs, Chairman and Messrs. Blickenstaff,
Reeson and West. The Board has determined that Messrs. Grohs, Blickenstaff, Reeson and West are
independent within the meaning of the listing standards and rules of NASDAQ. The Corporate
Governance committee provides assistance to the Board by identifying qualified individuals as
prospective Board members, recommends to the Board the director nominees for election at the annual
meeting of shareholders, nominates the Chairperson and Vice-Chairperson of the Board, oversees the
annual review and evaluation of the performance of the Board and its committees and develops and
recommends corporate governance guidelines to the Board of Directors.
During 2008 the Board transferred the duties and responsibilities of the Compensation
Committee to the Corporate Governance Committee and eliminated the separate Compensation Committee.
This expanded the responsibilities of the Corporate Governance Committee to include among other
duties, to at least annually review, adjust (as necessary), and approve the Companys directors
compensation, including cash, equity or other compensation for service on the Board, any committee
of the Board and as Chairperson of the Board or any committee of the Board, at least annually
review, adjust (as necessary) and approve the Chief Executive Officers compensation, provide
advice and consent to the Chief Executive Officer in the review and adjustment of executive
officer compensation (other than the Chief Executive Officer), approve the compensation strategy
for the Companys employees, review and recommend for approval by the Board all equity-based
compensation, including stock options and stock grants and approve other personnel matters, which
are in excess of managements authority.
The Corporate Governance Committee is also responsible for compliance with the Emergency
Economic Stabilization Act with respect to the semi-annual review and certification of incentive
compensation arrangements for the Chief Executive Officer and other senior executive officers to
ensure that the senior executive officer incentive compensation arrangements do not encourage the
senior executive officers to take unnecessary and excessive risks that threaten the value of the
Company for the duration that the Company has funds from the United States Treasury under the
Capital Purchase Program. The first such certification will be performed no latter than 90 days
after January 30, 2009.
The Corporate Governance Committee has the authority, to the extent it deems necessary, to
retain and terminate an outside compensation consultant to assist in the evaluation of director and
executive officer compensation and benefits matters.
9
The Corporate Governance Committee does not have any written specific minimum
qualifications or skills that the committee believes must be met by either a committee-recommended
or a security holder-recommended candidate in order to serve on the Board. The Corporate Governance
Committee identifies nominees by first evaluating the current members of the Board of Directors
willing to continue in service. Current members of the Board with skills and experience that are
relevant to the Companys business and who are willing to continue in
service are considered for re-nomination, balancing the value of continuity of service by existing
members of the Board with that of obtaining a new perspective. If any member of the Board does not
to wish to continue in service or if the Corporate Governance Committee or the Board decided not to
re-nominate a member for re-election, the Corporate Governance Committee identifies the desired
skills and experience of a new nominee in light of the following criteria. When identifying and
evaluating new directors, the Corporate Governance Committee considers the diversity and mix of the
existing Board of Directors, including, but not limited to, such factors as: the age of the current
directors, their geographic location (being a community bank, there is a strong preference for
local directors), background, skills and employment experience. Among other things, when examining
a specific candidates qualifications, the Corporate Governance Committee considers the
candidates: ability to represent the best interest of the Company, existing relationships with the
Company, interest in the affairs of the Company and its purpose, ability to fulfill director
responsibilities, leadership skill, reputation within the Companys community, community service,
integrity, business judgment, ability to develop business for Plumas Bancorp and ability to work as
a member of a team. All nominees to be considered at the Meeting were recommended by the Corporate
Governance Committee.
The Corporate Governance Committee will consider nominees to the Board proposed by
shareholders, although the Board has no formal policy with regard to shareholder nominees as it
considers all nominees on their merits as aforementioned. Any shareholder nominations proposed for
consideration by the Board may only be made by complying with the nomination procedures which are
included in the Notice of Annual Meeting of Shareholders accompanying this Proxy and should be
addressed to:
President
Plumas Bancorp
35 S. Lindan Avenue
Quincy, CA 95971
Non-Binding Advisory Vote on Executive Compensation
The Company has chosen to participate in the Troubled Asset Relief Program (TARP) Capital
Purchase Program. On January 30, 2009 the Company, issued to the United States Department of the
Treasury (Treasury) 11,949 shares of the Companys Fixed Rate Cumulative Perpetual Preferred
Stock, Series A (the Series A Preferred Stock).
The American Recovery and Reinvestment Act of 2009 (the ARRA) more commonly known as the
economic stimulus package, was signed into law on February 17, 2009. In addition to a wide variety
of programs intended to stimulate the economy, ARRA imposes significant new requirements for and
restrictions relating to the compensation arrangements of financial institutions that received
government funds through TARP, including institutions like the Company that participated in the
Capital Purchase Program prior to ARRA. These restrictions apply until a participant repays the
financial assistance received through TARP.
One of the new requirements for any recipient of funds in the TARP is to provide an advisory
vote on the compensation of executives, as disclosed in this proxy statement pursuant to the
compensation disclosure rules of the Securities and Exchange Commission.
10
This proposal, commonly known as a Say-on-Pay proposal, gives you as a shareholder the
opportunity to provide an advisory vote on the Companys executive compensation as disclosed in
this proxy statement through the following resolution:
Resolved, that the shareholders approve the compensation of the Companys
executives, as described in the tabular and accompanying narrative disclosure
regarding Named Executive Officer compensation in this Proxy Statement for its
2009 Annual Meeting.
Because the vote is advisory, it will not be binding upon the Board of Directors, will not
overrule any decision made by the Board of Directors, and will not create or imply any additional
fiduciary duty on the Board of Directors. The Corporate Governance Committee may, however, take
into account the outcome of the vote when considering future executive compensation arrangements.
The Board of Directors believes that the Companys executive compensation program is
reasonable in comparison both to similar sized companies in the industry and to the performance of
the Company during 2008. We also believe that the Companys compensation program is effective in
aligning the interests of the executives with the interests of the Companys stockholders on a
long-term basis and is appropriate.
Recommendation: The Board of Directors recommends a vote FOR approval of a non-binding advisory
vote on executive compensation as described in this Proxy Statement.
Executive Officers
The following table sets forth information concerning executive officers of Plumas
Bancorp and Plumas Bank:
|
|
|
|
|
|
|
Name |
|
Age |
|
Position and Principal Occupation for the Past Five Years |
Douglas N. Biddle
|
|
|
55 |
|
|
President and Chief Executive Officer of Plumas Bancorp
and Plumas Bank. Previously Executive Vice President and
Chief Administrative Officer of Plumas Bancorp and
Plumas Bank. |
|
|
|
|
|
|
|
Monetta R. Dembosz
|
|
|
58 |
|
|
Executive Vice President and Operations Manager of
Plumas Bank since February 2007. Previously Senior Vice
President and Operations Manager of Plumas Bank. |
|
|
|
|
|
|
|
Robert T. Herr
|
|
|
60 |
|
|
Executive Vice President and Loan Administrator of
Plumas Bank. |
|
|
|
|
|
|
|
B. J. North
|
|
|
58 |
|
|
Executive Vice President of Retail Banking, Marketing
and Wealth Management of Plumas Bank since July 2008.
Previously Chief Advancement Officer for Truckee Meadows
Community College (2004 to 2008) and prior to that Sr.
Vice President of Adagio Trust Company. |
|
|
|
|
|
|
|
Andrew J. Ryback
|
|
|
43 |
|
|
Executive Vice President and Chief Financial Officer of
Plumas Bancorp and Plumas Bank. |
11
Executive Compensation
Summary Compensation Table
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|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive |
|
|
Nonqualified |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock |
|
|
Option |
|
|
Plan |
|
|
Deferred |
|
|
All Other |
|
|
|
|
Name and Principal |
|
|
|
|
|
|
|
|
|
|
|
|
|
Awards |
|
|
Awards |
|
|
Compensation |
|
|
Compensation |
|
|
Compensation |
|
|
|
|
Position |
|
Year |
|
|
Salary |
|
|
Bonus |
|
|
(1) |
|
|
(2) |
|
|
(3) |
|
|
Earnings |
|
|
(4) |
|
|
Total |
|
(a) |
|
(b) |
|
|
(c) |
|
|
(d) |
|
|
(e) |
|
|
(f) |
|
|
(g) |
|
|
(h) |
|
|
(i) |
|
|
(j) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Douglas N. Biddle |
|
|
2008 |
|
|
$ |
235,000 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
39,405 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
10,194 |
|
|
$ |
284,599 |
|
President and CEO |
|
|
2007 |
|
|
$ |
235,000 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
34,637 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
11,233 |
|
|
$ |
280,870 |
|
of Plumas Bancorp |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
and Plumas Bank |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert T. Herr |
|
|
2008 |
|
|
$ |
148,750 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
19,665 |
|
|
$ |
1,450 |
|
|
$ |
0 |
|
|
$ |
10,284 |
|
|
$ |
180,149 |
|
EVP and Loan |
|
|
2007 |
|
|
$ |
145,000 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
21,596 |
|
|
$ |
6,960 |
|
|
$ |
0 |
|
|
$ |
16,552 |
|
|
$ |
190,108 |
|
Administrator of |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plumas Bank |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Andrew J. Ryback |
|
|
2008 |
|
|
$ |
148,750 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
18,111 |
|
|
$ |
1,450 |
|
|
$ |
0 |
|
|
$ |
4,444 |
|
|
$ |
172,755 |
|
EVP and CFO of |
|
|
2007 |
|
|
$ |
142,500 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
16,754 |
|
|
$ |
6,240 |
|
|
$ |
0 |
|
|
$ |
6,374 |
|
|
$ |
171,868 |
|
Plumas Bancorp and |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plumas Bank |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
The Company has not granted stock awards. |
|
(2) |
|
The amounts in column (f) reflect the dollar amount recognized for
financial statement report purposes for the fiscal year end
December 31, 2008, in accordance with FAS 123(R), of awards pursuant
to the Companys 2001 Stock Option Plan and thus include amounts from
option awards granted prior to 2008. Assumptions used in the
calculation of these amounts are included in footnote 2 to the
Companys audited financial statements for the fiscal year ended
December 31, 2008 included in the Companys Annual Report on Form
10-K filed with the Securities and Exchange Commission on March 18,
2009. |
|
(3) |
|
The Companys named executive officers
participate in a bonus plan in which
payments are determined based on the
achievement of certain financial
performance measures and on the
achievement of certain company wide
strategic project initiatives. Amounts in
this column represent amounts earned in
the year listed and paid in the following
year under this plan. Mr. Biddle chose
to forgo payment of the bonus he earned
under the 2008 bonus plan. |
|
(4) |
|
The amounts in column (i) include tax
gross-ups paid and accrued, premiums paid
and accrued on life insurance policies,
personal use of Company automobile and
the Companys contribution under Plumas
Banks 401(k) Plan. |
Douglas N. Biddle Employment Agreement
The Board of Directors of the Company entered into an employment agreement with
Mr. Biddle dated February 18, 2009. This agreement has a one year term. Under this agreement
Mr. Biddles initial base salary was set at $235,000 per year with future base salary increases to
be granted at the sole discretion of the Board. Mr. Biddle is entitled to participate in any and
all other employee benefits and plans existing or developed by the Company. The agreement includes
payments and benefits in the case of a Change in Control of the Company or the termination of
Mr. Biddle without cause. These amounts are described under the caption Potential Payments upon
Termination or Change of Control, located in this proxy statement.
12
Non-Equity Incentive Plan
We provide annual incentive bonuses to pay our executives for performance. The 2008 incentive
bonus plan was designed to drive achievement of our 2008 financial performance goals, and to
promote the attainment of company-wide strategic project initiatives. For the year ended December
31, 2008, we established the annual corporate financial performance targets based on the following
measures: net income of $4.4 million, basic earnings per share of $0.90, return on assets of 0.91%,
and return on equity of 11.2%.
Company-wide strategic project initiatives were defined at the beginning of the year.
These projects were designed by the Companys Chief Executive Officer to support the Companys
business plan and were reviewed by the Companys Compensation Committee. Each initiative must be
completed by a specified date.
At the target performance level, the annual incentive bonus for executive officers
including the Chief Executive Officer is based 80% on the achievement of corporate financial
performance measures and 20% on the project initiatives. The Company establishes an annual target
for each financial performance measure based on its confidential business plan and budget for the
coming year. For 2008, performance below 95% of target on a corporate financial performance measure
results in absence of an incentive payment based on that measure. Assuming all corporate financial
performance goals are at the target performance level, Mr. Biddle would receive an incentive
payment of 24% of his salary. As each financial performance measure exceeds target by 1% Mr. Biddle
would receive an additional 0.4% of salary. Therefore, assuming the four financial performance
measures exceed target by 5%, Mr. Biddle would receive an incentive payment of 32% of his salary.
At the threshold amount of 95% of target, Mr. Biddle would receive an incentive bonus of 17% of his
salary. Messrs. Herr and Ryback would receive a payment of 19.2% of salary based on corporate
financial performance goals at target and 25.6% of salary assuming these goals exceed target by 5%.
In addition, for successful completion of each project initiative, Mr. Biddle can earn 2.5% of
his salary up to a maximum of 10% of his salary and Messrs. Herr and Ryback can earn 2% of their
salary for completion of each project up to a maximum of 8% of their salary. For purposes of bonus
payments annual salary is calculated as of January 1, 2008.
The threshold level for the financial performance goals was not met during 2008 and therefore
no bonus was payable under this portion of the plan. Based on the partial completion of one of four
strategic projects the following bonus payments were earned: Mr. Herr: $1,450 (1% of base salary);
Mr. Ryback: $1,450 (1% of base salary). Mr. Biddle earned a bonus of $2,938 (1.25% of base
salary), however; he chose to forgo the payment of this bonus.
Until such time the Company no longer has outstanding any obligations for issuances under the
Capital Purchase Program of the United States Treasury, the most highly compensated employee of the
Company will not be entitled to any incentive compensation under the Non-Equity Incentive Plan or
under any other incentive compensation arrangement other than restricted stock that meets certain
conditions and incentive compensation that is grandfathered in a valid agreement entered into on or
before February 11, 2009 between the Company and the executive.
13
Stock Option Awards
We consider equity compensation in the form of annual stock option awards an important
component of our total compensation package because it helps align the interests of our executives
to those of our shareholders and provides a significant retention benefit. During 2006
the Companys shareholders approved an amendment and restatement of the Plumas Bank 2001 Stock
Option Plan allowing restricted stock awards to employees. The Board approves all stock option and
restricted stock grants.
Beginning on March 1, 2007 we began an annual process of granting stock options to all
corporate officers of the Company. We chose at this time not to incorporate restricted stock into
our equity-based compensation program, but may consider issuing restricted stock in the future.
Options granted in the 2008 equity-based compensation program totaling 14,500 to Mr. Biddle and
5,900 to each of Messrs. Herr and Ryback.
We chose to make the annual grants during the first quarter of each year after financial
results for the completed fiscal year have been publicly announced and after bonus incentive
payments have been calculated. It is anticipated that future annual grants also will be made during
the first quarter of the Companys fiscal year. The Company makes grants of equity-based
compensation only at fair market value of our stock at the time of grant. The exercise price of
stock options is set at the closing stock price on the date of grant. All option grants have a
maximum vesting period of five (5) years and expire no more than ten (10) years from the date of
grant.
The Company incorporates the officers position level in the determination of the total
value of the equity-based compensation to be included in the officers total compensation. The
higher the officer level the more options/restricted stock that may be granted to the officer.
Additional options may be granted to an individual based on outstanding achievement. This is
consistent with the Companys philosophy of rewarding those officers who have the most impact on
our performance.
Post-Employment Benefits
We consider providing significant post-employment benefits in the form of providing
salary continuation benefits to our executives as an important part of their total executive
compensation to reward them for their service and loyalty to the Company. The Company has entered
into salary continuation agreements with Messrs. Biddle, Herr and Ryback. The purpose of the salary
continuation agreements is to provide special incentive to the experienced executive officer to
continue employment with the Company on a long-term basis. The agreements provide the executive
with salary continuation benefits of up to $62,000 per year for 15 years after retirement at age
65. In the event of death prior to retirement, the executives beneficiary will receive salary
continuation benefits at a reduced amount depending on the length of service with the Company or
the executives beneficiary is entitled to a portion of the death benefits pursuant to a split
dollar agreement. In the event of disability wherein the executive does not continue employment
with the Company, the executive is entitled to salary continuation benefits, at a reduced amount
depending on the length of service with the Company, beginning at age 65 or on the date on which he
is no longer entitled to disability benefits under the Companys group disability insurance,
whichever is earlier. If the executive terminates employment with the Company for a reason other
than death or disability prior to the retirement age of 65, such person will be entitled to salary
continuation benefits at a reduced amount depending on the length of service with the Company. The
vesting of salary continuation benefits occurs at a rate that provides for a 90% vesting at age 60
and 2% per year for the next five years of service, for a total vesting of 100%. In the event of a
change of control of the Company and the executive terminates employment with the Company or its
successor within a period of 24 months after such change in control, then the executive may elect
full vesting of his salary continuation payments and the payment of the salary continuation
benefits beginning with the month following the month of
termination, subject to the reduction of benefits if the benefits result in a limitation of
deductibility of such benefits for the Company under Section 280G of the Internal Revenue Code. The
salary continuation benefits are informally funded by single premium life insurance policies with
the executive as the insured parties and the Company as the beneficiary of the policies.
14
The Company has entered into split dollar agreements with Messrs Biddle, Herr and
Ryback. The purpose of the split dollar agreements is to provide special incentive for the
executives to continue employment with the Company on a long-term basis. To accomplish this, the
Company agrees to divide the net death proceeds of life insurance policies on the Executives life
with the Executives beneficiary. The Company pays the taxes on the imputed income on the life
insurance benefit provided to the Executive under the split dollar agreement.
During 2008 the split dollar and salary continuation agreements of Messrs. Biddle, Herr and
Ryback were amended to insure compliance with section 409A of the Internal Revenue Code.
Perquisites
We offer a qualified 401(k) plan in which the named executive officers participate on
the same terms as all other employees. Under the terms of the 401(k) plan, we match the first 3% on
a dollar-for-dollar basis. In addition we offer medical, dental and vision plans under the same
terms to all employees. Other perquisites and benefits, which do not represent a significant
portion of the named executives total compensation, include for some of the executives a company
provided automobile, company provided gasoline and maintenance, tax gross ups related to split
dollar life insurance premiums, the payment of the executives portion of the split dollar
insurance. These plans, and the contributions we make to them, provide an additional benefit to
attract and retain executive officers of the Company.
15
Outstanding Equity Awards at Fiscal Year-End
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Option Awards |
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Stock Awards |
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Equity |
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Equity |
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Equity |
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Incentive |
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Incentive |
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Incentive Plan |
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Plan |
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Plan |
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Awards: |
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Number |
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Awards: |
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Awards: |
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of |
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Market or |
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Shares |
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Payout |
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or |
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Market |
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Number of |
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Value of |
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Units |
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value of |
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Unearned |
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Unearned |
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Number of |
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Number of |
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Number of |
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of |
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Shares or |
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Shares, |
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Shares, |
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Securities |
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Securities |
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Securities |
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Stock |
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Units of |
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Units or |
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Units or |
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Underlying |
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Underlying |
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Underlying |
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That |
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Stock |
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Other |
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Other |
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Unexercised |
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Unexercised |
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Unexercised |
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Option |
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Option |
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Have |
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That Have |
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Rights That |
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Rights That |
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Options (#) |
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Options (#) |
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Unearned |
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Exercise |
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Expiration |
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Not |
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Not |
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Have Not |
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Have Not |
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Name |
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Exercisable |
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Unexercisable |
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Options(#) |
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Price ($) |
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Date |
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Vested |
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Vested ($) |
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Vested |
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Vested ($) |
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(a) |
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(b) |
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(c) |
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(d) |
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(e) |
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(f) |
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(g) |
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(h) |
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(i) |
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(j) |
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Douglas N. Biddle |
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7,984 |
(1) |
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0 |
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|
|
|
|
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$ |
10.75 |
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|
12/18/2012 |
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|
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|
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5,625 |
(2) |
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0 |
|
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|
|
|
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$ |
13.19 |
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12/17/2013 |
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4,500 |
(3) |
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1,125 |
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$ |
14.19 |
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12/15/2014 |
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6,425 |
(4) |
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19,275 |
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|
|
|
|
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$ |
16.37 |
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03/01/2015 |
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|
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|
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0 |
(5) |
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14,500 |
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|
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N/A |
|
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$ |
12.40 |
|
|
|
02/20/2016 |
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$ |
0 |
|
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$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
Robert T. Herr |
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|
11,250 |
(1) |
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0 |
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|
|
|
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$ |
10.75 |
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12/18/2012 |
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5,625 |
(2) |
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0 |
|
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|
|
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$ |
13.19 |
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12/17/2013 |
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|
|
|
|
4,500 |
(3) |
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|
1,125 |
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|
|
|
|
|
$ |
14.19 |
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|
12/15/2014 |
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|
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|
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|
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|
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|
|
2,600 |
(4) |
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|
7,800 |
|
|
|
|
|
|
$ |
16.37 |
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|
03/01/2015 |
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|
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0 |
(5) |
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5,900 |
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|
|
N/A |
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$ |
12.40 |
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|
|
02/20/2016 |
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$ |
0 |
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$ |
0 |
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$ |
0 |
|
|
$ |
0 |
|
Andrew J. Ryback |
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|
2,500 |
(6) |
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0 |
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|
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|
|
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$ |
5.43 |
|
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|
10/17/2011 |
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|
|
|
|
|
|
|
|
5,625 |
(1) |
|
|
0 |
|
|
|
|
|
|
$ |
10.75 |
|
|
|
12/18/2012 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,812 |
(2) |
|
|
0 |
|
|
|
|
|
|
$ |
13.19 |
|
|
|
12/17/2013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,400 |
(7) |
|
|
600 |
|
|
|
|
|
|
$ |
12.67 |
|
|
|
04/02/2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,248 |
(3) |
|
|
564 |
|
|
|
|
|
|
$ |
14.19 |
|
|
|
12/15/2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,600 |
(4) |
|
|
7,800 |
|
|
|
|
|
|
$ |
16.37 |
|
|
|
03/01/2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0 |
(5) |
|
|
5,900 |
|
|
|
N/A |
|
|
$ |
12.40 |
|
|
|
02/20/2016 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
|
|
(1) |
|
Options vest 20% per year beginning 12/18/2003 |
|
(2) |
|
Options vest 20% per year beginning 12/17/2004 |
|
(3) |
|
Options vest 20% per year beginning 12/15/2005 |
|
(4) |
|
Options were granted 3/1/2007, have an eight year life and vest 25% per year beginning
3/01/2008 |
|
(5) |
|
Options were granted 2/20/2008, have an eight year life and vest 25% per year beginning
2/20/2009 |
|
(6) |
|
Options were fully vested on 06/21/2001 |
|
(7) |
|
Options vest 20% per year beginning 04/02/2005 |
Potential Payments Upon Termination Or Change of Control
The following is a discussion of the payments that may come due to a named executive
officer following a change of control or the termination of the named executive officer. Regardless
of the manner in which a named executive officers employment terminates, he is entitled to receive
amounts earned during his term of employment including all unused vacation pay and amounts vested
through the Banks 401(k) Plan. Upon termination of employment, a named executive officer also has
the right to exercise all vested stock options, unless their termination is for cause.
Under the Troubled Assets Relief Program of the Emergency Economic Stimulus Act of 2008 as
amended by the American Recovery and Reinvestment Act of 2009 the Company is limited in its ability
to make change of control, bonus or termination of employment payments described in this proxy
statement to its most highly paid employee while the Series A Preferred Stock remains issued and
outstanding to the Treasury.
16
Payments Made Upon a Change in Control
Salary Continuation Agreements: The Company has entered into salary continuation agreements
with Messrs. Biddle, Herr and Ryback. The agreements provide the executive with salary continuation
benefits of up to $62,000 per year for 15 years after retirement.
In the event of a change of control of the Company and the executive terminates employment
with the Company or its successor within a period of 24 months after such change in control, then
the executive may elect full vesting of his salary continuation payments and the payment of the
salary continuation benefits beginning with the month following the month of termination, subject
to the reduction of benefits if the benefits result in a limitation of deductibility of such
benefits for the Company under Section 280G of the Internal Revenue Code.
Under the terms of these agreements a change in control is defined as a change in the
ownership or effective control of the Employer, or in the ownership of a substantial portion of the
assets of the Employer, as such change is defined in section 409A of the Internal Revenue Code and
regulations thereunder.
Douglas N. Biddle Employment Agreement: Mr. Biddle entered into an employment agreement with
the Company effective February 18, 2009. Under this agreement if a Change in Control occurs and if
either (i) Mr. Biddle is not retained by the resulting corporation for a period of 24 months in a
position comparable to that of an executive vice president of the resulting corporation or a
position with the resulting corporation that is acceptable to Mr. Biddle, or (ii) the resulting
company reduces Mr. Biddles base salary from Mr. Biddles base salary immediately prior to the
Change in Control at any time during the 24 month period immediately following the consummation of
the Change in Control Mr. Biddle is entitled to the following:
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|
|
24 months of Mr. Biddles base salary, based on Mr. Biddles base
salary just prior to the Change in Control. At December 31, 2008
Mr. Biddles base salary was $235,000 per year. |
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|
|
2 times the average annual bonus paid to Mr. Biddle over the most
recent previous two complete calendar years. Mr. Biddles average
annual bonus paid in 2008 and 2007 was $48,175. |
|
|
|
|
All base salary and paid time off and other accrued benefits as of the
date of Mr. Biddles termination (Earned Compensation). |
|
|
|
|
Medical insurance coverage for Mr. Biddle and Mr. Biddles dependents
for twenty four months. At December 31, 2008 the monthly cost of
Mr. Biddles medical insurance coverage was $512. |
The payment of salary, bonus and Earned Compensation is payable in a lump sum and is
limited in amount by provisions imposed on the Company by Section 111 of the Emergency Economic
Stabilization Act of 2008 and is limited to the amount deductible by the Company for federal income
tax purposes under Section 280G of the Internal Revenue Code. In addition payment is conditioned on
Mr. Biddle having executed a Separation Agreement and the revocation period having expired without
Mr. Biddle having revoked the Separation Agreement.
Stock Option Agreements: Upon a change in control all stock options held by a named executive
officer may vest and become exercisable.
17
Payments Made Upon Termination of Employment
Douglas N. Biddle Employment Agreement: Under Mr. Biddles employment agreement, in the event
of Mr. Biddles termination without cause, as defined in the agreement, prior to February 18,
2010, he will receive a severance benefit equal to 12 months of base salary, based on Mr. Biddles
base salary just prior to termination. The payment of salary is payable in a lump sum and is
limited in amount by provisions imposed on the Company by Section 111 of the Emergency Economic
Stabilization Act of 2008 and is limited to the amount deductible by the Company for federal income
tax purposes under Section 280G of the Internal Revenue Code. In addition payment is conditioned on
Mr. Biddle having executed a Separation Agreement and the revocation period having expired without
Mr. Biddle having revoked the Separation Agreement. In addition, Mr. Biddle and his dependants will
be provided medical insurance coverage at the Companys expense for eighteen months following the
date of termination without cause.
Compensation of Directors
Director Compensation: During 2008, non-employee Directors, except the Chairman, each
received $2,100 per month for serving on the Plumas Bancorps and Plumas Banks Board of Directors
and committees. The Chairman received $2,650 per month. Mr. Biddle does not receive any separate
compensation for serving as a director.
Deferred Fee Agreements: The Company has entered into Deferred Fee Agreements with
former board members Kehr and Watson. Messrs Kehr and Watson did not defer fees earned in 2008. The
purpose of the Deferred Fee Agreements is to provide a board member an opportunity to defer his or
her director fees as an incentive to continue service with the Company. The agreement provides for
deferral of director fees to the earlier of an agreed upon distribution date or the termination of
director services for any reason. The Company will accrue interest on all deferred director fees at
an annual floating percentage rate of the current Wall Street Journal Prime Rate minus 1%. In the
event of death prior to retirement, the beneficiary will receive full-deferred fee benefits. In the
event of disability wherein the director does not continue service with the Company, the director
is entitled to the full-deferred fee benefit accrued up to the point of directors termination of
service.
Non-Qualified Stock Options: Non-qualified stock options representing 1,000
shares with an exercise price of $12.40 per share were granted to each non-employee director on
February 20, 2008. These options have an eight year life and vest 25% per year beginning February
20, 2009. The Company makes grants of non-qualified stock options only at fair market value of our
stock at the time of grant. All option grants have a maximum vesting period of five (5) years and
expire no more than ten (10) years from the date of grant. Upon a change in control all stock
options held by directors may vest and become exercisable.
18
Director Emeritus Plans
Director Retirement Agreement: The Company has entered into Director Retirement
(fee continuation) Agreements with its non-employee Directors excluding Messrs. Elliott and
McClintock. Mr. Elliott retired as President and Chief Executive Officer of the Company during 2005
and is currently receiving benefits under his executive salary continuation agreement. The purpose
of the fee continuation agreements is to provide a retirement benefit to the board members as an
incentive to continue informal service with the Company. The agreement provides for fee
continuation benefits of up to $10,000 per year with a term of 12 years after retirement with the
exception of board member Flournoy whose agreement has a term of 15 years. In the event of death
prior to retirement, the beneficiary will receive full fee continuation benefits, with the
exception of Mr. Flournoys beneficiary who would be entitled to receive a lump sum
payment of $30,000. In the event of disability wherein the director does not continue service with
the Company, the director is entitled to fee continuation benefits, at a reduced amount depending
on the length of service with the Company, beginning the month following termination of service.
The agreements, with the exception of Mr. Flournoys agreement, allow for a Hardship Distribution
under specified circumstances. Hardship Distributions are limited to the amount the Company had
accrued under the terms of the agreement as of the day the director petitioned the Board to receive
a Hardship Distribution. Upon a change in control the director is eligible to receive the full fee
continuation benefits upon the directors termination of service. The fee continuation benefits are
informally funded by single premium life insurance policies. The directors are the insured parties
and the Company is the beneficiary of the respective policies.
Post-Retirement Consulting Agreement: The Company has entered into
Post-Retirement Consulting Agreements with its non-employee Directors with the exception of
Messrs. Flournoy, Elliott and McClintock. The purpose of the Agreements is to provide consideration
to the board members in exchange for consulting services after their retirement from the Board. The
agreements provide for consulting fees of $10,000 per year for 3 years after retirement. In the
event of death prior to completion of the consulting services, the beneficiary will receive death
benefits equal to the remaining unpaid consulting fee benefits. In the event of disability wherein
the retired director is unable to continue consulting services with the Company, the Company may
terminate the directors post-retirement consulting services. If the retired director voluntarily
terminates his or her consulting services for other than good reason or if the Company terminates
the directors post-retirement consulting services for cause, the Post-Retirement Consulting
Agreement shall terminate.
19
The table below summarizes the compensation paid by the Company to non-employee Directors for the
fiscal year ended December 31, 2008.
Director Compensation Table
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|
|
|
|
|
|
|
|
|
|
Fees |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonqualified |
|
|
|
|
|
|
|
|
|
Earned |
|
|
|
|
|
|
Option |
|
|
Non-Equity |
|
|
Deferred |
|
|
|
|
|
|
|
|
|
or Paid |
|
|
Stock |
|
|
Awards |
|
|
Incentive Plan |
|
|
Compensation |
|
|
All Other |
|
|
|
|
Name |
|
in Cash |
|
|
Awards |
|
|
($) (1) |
|
|
Compensation |
|
|
Earnings |
|
|
Compensation |
|
|
Total |
|
(a) |
|
(b) |
|
|
(c) |
|
|
(d) |
|
|
(e) |
|
|
(f) |
|
|
(g) |
|
|
(h) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Daniel E. West |
|
$ |
31,800 |
|
|
|
N/A |
|
|
$ |
4,661 |
|
|
|
N/A |
|
|
|
N/A |
|
|
$ |
0 |
|
|
$ |
36,461 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Terrance J. Reeson |
|
$ |
25,200 |
|
|
|
N/A |
|
|
$ |
4,661 |
|
|
|
N/A |
|
|
|
N/A |
|
|
$ |
0 |
|
|
$ |
29,861 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Alvin G. Blickenstaff |
|
$ |
25,200 |
|
|
|
N/A |
|
|
$ |
4,661 |
|
|
|
N/A |
|
|
|
N/A |
|
|
$ |
0 |
|
|
$ |
29,861 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
William E. Elliott |
|
$ |
25,200 |
|
|
|
N/A |
|
|
$ |
10,901 |
|
|
|
N/A |
|
|
|
N/A |
|
|
$ |
0 |
|
|
$ |
36,101 |
|
|
|
|
|
|
|
|
|
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Gerald W. Fletcher |
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$ |
25,200 |
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N/A |
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$ |
4,661 |
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N/A |
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N/A |
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$ |
0 |
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$ |
29,861 |
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John Flournoy |
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$ |
25,200 |
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N/A |
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$ |
3,817 |
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N/A |
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N/A |
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$ |
0 |
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$ |
29,017 |
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Arthur Grohs |
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$ |
25,200 |
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N/A |
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$ |
4,661 |
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N/A |
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N/A |
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$ |
0 |
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$ |
29,861 |
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Robert J. McClintock (2) |
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$ |
10,500 |
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N/A |
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N/A |
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N/A |
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N/A |
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$ |
0 |
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$ |
10,500 |
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Jerry V. Kehr (3) |
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$ |
25,200 |
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|
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N/A |
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$ |
4,661 |
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|
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N/A |
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$ |
0 |
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$ |
0 |
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$ |
29,861 |
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Thomas Watson (4) |
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$ |
21,000 |
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N/A |
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$ |
4,661 |
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N/A |
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$ |
0 |
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$ |
0 |
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$ |
25,661 |
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(1) |
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The amounts in column (d) reflect the dollar amount recognized for financial
statement report purposes for the fiscal year end December 31, 2008, in accordance with
FAS 123(R), of awards pursuant to the Companys 2001 Stock Option Plan and thus include
amounts from awards granted in and prior to 2008. Assumptions used in the calculation of
these amounts are included in footnote 2 to the Companys audited financial statements for
the fiscal year ended December 31, 2008 included in the Companys Annual Report on Form
10-K filed with the Securities and Exchange Commission on March 18, 2009. As of December
31, 2008 each Director has the following number of options outstanding (total options
outstanding include both options that are exercisable at December 31, 2008 and options
that may become exercisable in the future): Daniel West: 13,249; Terrance Reeson: 13,249;
Alvin Blickenstaff: 7,624; William Elliott: 2,000; Gerald Fletcher: 12,682; John Flournoy:
4,500; Arthur Grohs: 13,249; Jerry Kehr: 13,249; Thomas Watson: 15,436. |
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(2) |
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Mr. McClintock was appointed to the Board effective August 20, 2008. |
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(3) |
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Mr. Kehr retired from the Board effective December 31, 2008. |
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(4) |
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Mr. Watson resigned from the Board on October 6, 2008. |
20
Independent Accountants
The firm of Perry-Smith LLP served as certified independent public accountants for
Plumas Bancorp with respect to the year 2008, and Perry-Smith LLP has been appointed as the
Companys certified independent public accountants for 2009. The Companys Board of Directors has
determined the firm of Perry-Smith LLP to be fully independent of the operations of Plumas Bancorp.
Aggregate fees billed by Perry-Smith LLP to Plumas Bancorp and the percentage of those
fees that were pre-approved by the Companys Audit Committee for the years ended 2008 and 2007 are
as follows:
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Percentage |
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Percentage |
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Pre- |
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Pre- |
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2008 |
|
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Approved |
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2007 |
|
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Approved |
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Audit fees |
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$ |
204,000 |
|
|
|
100 |
% |
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$ |
213,000 |
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|
|
100 |
% |
Audit-related fees |
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|
15,000 |
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100 |
% |
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15,000 |
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|
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100 |
% |
Tax fees |
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|
21,000 |
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|
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100 |
% |
|
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21,000 |
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100 |
% |
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Total fees |
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$ |
240,000 |
|
|
|
100 |
% |
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$ |
249,000 |
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|
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100 |
% |
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The Audit Committee of the Bancorp has considered the provision of nonaudit services
provided by Perry-Smith LLP to be compatible with maintaining the independence of Perry-Smith LLP.
Perry-Smith LLP audited Plumas Bancorps financial statements for the year ended
December 31, 2008. It is anticipated that a representative of Perry-Smith LLP will be present at
the annual meeting of shareholders and will be available to respond to appropriate questions from
shareholders at the meeting.
Shareholder Proposals
Shareholder proposals to be submitted for presentation at the 2010 annual meeting of
shareholders of Plumas Bancorp must be received by Plumas Bancorp no later than December 31, 2009.
Shareholder proposals should be addressed to Mr. Douglas N. Biddle at Plumas Bancorp, 35 S. Lindan
Avenue, Quincy, California 95971. Shareholder proposals, which are not contained in the proxy
statement, SEC rules specify that certain requirements in the bylaws of Plumas Bancorp be
satisfied. The bylaws require that any shareholder wishing to make a nomination for director give
advance notice of the nomination which shall be delivered or mailed to the President of Plumas
Bancorp by the later of: (i) the close of business twenty-one (21) days prior to any meeting of
shareholders called for the election of directors; or (ii) ten (10) days after the date of mailing
of notice of the meeting to shareholder; provided, however, that if only 10 days notice of the
meeting is given to shareholders, such notice of intention to nominate shall be received by the
President not later than the time fixed in the notice of the meeting for the opening of the
meeting.
21
Certain Transactions
Some of the directors and executive officers of Plumas Bancorp and their immediate
families, as well as the companies with which they are associated, are customers of, or have had
banking transactions with, Plumas Bancorp in the ordinary course of the Companys business, and
Plumas Bancorp expects to have banking transactions with such persons in the future. In
managements opinion, all loans and commitments to lend in such transactions were made in
compliance with applicable laws and on substantially the same terms, including interest rates and
collateral, as those prevailing for comparable transactions with other persons of similar
creditworthiness and in the opinion of management did not involve more than a normal risk of
collectibility or present other unfavorable features.
Other Matters
Management does not know of any matters to be presented at the meeting other than those
set forth above. However, if other matters come before the meeting, it is the intention of the
persons named in the accompanying proxy to vote the shares represented by the proxy in accordance
with the recommendations of management on such matters, and discretionary authority to do so is
included in the proxy.
Available Information
Plumas Bancorps common stock is registered under the Securities Exchange Act of 1934
and as a result the Company is required to file annual reports, quarterly reports and other
periodic filings with the Securities and Exchange Commission (the SEC) and are posted and are
available at no cost on the Companys website, www.plumasbank.com, as soon as reasonably
practicable after Plumas Bancorp files such documents with the SEC. These reports and filings are
also available for inspection and/or printing at no cost through the SEC website, www.sec.gov. In
addition, regulatory report data for both Plumas Bancorp and Plumas Bank are available for
inspection and/or printing at no cost through the Federal Financial Institutions Examination
Councils (the FFIEC) Website, www.ffiec.gov and the Federal Deposit Insurance Corporations (the
FDIC) Website, www.fdic.gov, respectively.
Shareholders may request a free copy of Plumas Bancorps 10-K by writing to
Ms. Elizabeth Kuipers, Investor Relations, 35 S. Lindan Avenue, Quincy, California 95971 or by
telephoning her at (530) 283-7305.
22
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PLUMAS BANCORP
35 S. LINDAN AVENUE
QUINCY, CA 95971
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VOTE BY INTERNET www.proxyvote.com
Use the Internet to transmit your voting instructions
and for electronic delivery of information up until
11:59 P.M. Eastern Time the day before the cut-off
date or meeting date. Have your proxy card in hand
when you access the web site and follow the
instructions to obtain your records and to create an
electronic voting instruction form.
ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you
would like to reduce the costs incurred by our company
in mailing proxy materials, you can consent to
receiving all future proxy statements, proxy cards and
annual reports electronically via e-mail or the
Internet. To sign up for electronic delivery, please
follow the instructions above to vote using the
Internet and, when prompted, indicate that you agree
to receive or access proxy materials electronically in
future years.
VOTE BY PHONE 1-800-690-6903
Use any touch-tone telephone to transmit your voting
instructions up until 11:59 P.M. Eastern Time the day
before the cut-off date or meeting date. Have your
proxy card in hand when you call and then follow the
instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in
the postage-paid envelope we have provided or return
it to Vote Processing, c/o Broadridge, 51 Mercedes
Way, Edgewood, NY 11717. |
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TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: |
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M11622
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KEEP THIS PORTION FOR YOUR RECORDS |
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THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
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DETACH AND RETURN THIS PORTION ONLY |
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PLUMAS BANCORP |
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For |
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Withhold |
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For All |
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To withhold authority to vote for any individual
nominee(s), mark For All Except and write the number(s) of the nominee(s) on the line below. |
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All
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All
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Except
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Vote On Directors |
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1. |
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Election of nine (9) persons to be directors.
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o
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o
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o |
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Director Nominees: 01) Douglas N. Biddle,
02) Alvin G. Blickenstaff, 03) William E. Elliott,
04) Gerald W. Fletcher, 05) John Flournoy,
06) Arthur C. Grohs, 07) Terrance J. Reeson,
08) Robert J. McClintock, and 09) Daniel E. West |
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Vote On Proposal |
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For |
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Against |
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Abstain |
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2. |
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The approval of a non-binding vote on executive compensation, as more fully described in the accompanying Proxy Statement. |
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o |
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o |
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o |
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3. |
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In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting and
any adjournments thereof. |
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THIS PROXY MAY BE REVOKED PRIOR TO ITS EXERCISE BY FILING WITH THE SECRETARY OF THE BANCORP A DULY
EXECUTED PROXY BEARING A LATER DATE OR AN INSTRUMENT REVOKING THIS PROXY, OR BY ATTENDING THE
MEETING AND VOTING IN PERSON. |
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For address changes and/or comments, please check this box and
write them on the back where indicated. |
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Please indicate if you plan to attend this meeting.
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Yes
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No
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(Please date this Proxy and sign your name as it appears on the stock certificates. Executors,
administrators, trustees, etc., should give their full title. If a corporation, please sign in full
corporate name by the president or other authorized officer. If a partnership, please sign in
partnership name by an authorized person. All joint owners should sign.) |
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Signature [PLEASE SIGN WITHIN BOX]
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Date
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Signature (Joint Owners)
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Date |
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PROXY
PLUMAS BANCORP
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. The undersigned hereby appoints
Messrs. Arthur C. Grohs, Daniel E. West and Terrance J. Reeson, as proxies, with full power of
substitution, to represent, vote and act, as designated on the reverse side, with respect to all
shares of common stock of Plumas Bancorp (the Bancorp) which the undersigned would be entitled to
vote at the meeting of shareholders to be held on May 20, 2009 at 10:30 a.m., at the Plumas Bank
Credit Administration building located at 32 Central Avenue, Quincy, California or any adjournments
thereof, with all the powers the undersigned would possess if personally present.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL OF THE NOMINEES LISTED ON THIS PROXY FOR
DIRECTOR AND FOR APPROVAL OF A NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION. The Proxy
confers authority to vote and shall be voted in accordance with such recommendations unless
contrary instructions are indicated, in which case, the shares represented by the Proxy will be
voted in accordance with such instructions. IF NO INSTRUCTIONS ARE SPECIFIED WITH RESPECT TO THE
MATTERS TO BE ACTED UPON, THE SHARES REPRESENTED BY THE PROXY WILL BE VOTED IN ACCORDANCE WITH THE
RECOMMENDATIONS OF MANAGEMENT. IF ANY OTHER BUSINESS IS PRESENTED AT THE MEETING, THIS PROXY
CONFERS AUTHORITY TO AND SHALL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS OF MANAGEMENT.
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Address Changes/Comments: |
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(If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.)
PLEASE SIGN AND DATE ON THE OTHER SIDE