UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the
Securities
Exchange
Act of 1934
(Amendment
No. _____)
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Definitive
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Definitive
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Soliciting
Material Pursuant to §240.14a-12
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OCONEE FINANCIAL CORPORATION |
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of Registrant as Specified In Its Charter)
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Oconee
Financial Corporation
2010
Annual Meeting
_________________
Notice
of Annual Meeting
and
Proxy
Statement
_________________
OCONEE FINANCIAL
CORPORATION
35 North
Main Street
Post
Office Box 205
Watkinsville,
Georgia 30677-0205
NOTICE
OF ANNUAL MEETING OF SHAREHOLDERS
TO
BE HELD ON MAY 3, 2010
The annual meeting of shareholders of
Oconee Financial Corporation (the “Corporation”) will be held on Monday, May 3,
2010, at 4:30 p.m. at the H. Mell Wells Operations Center of Oconee State Bank,
7920 Macon Highway, Watkinsville, Georgia, for the purposes of considering and
voting upon:
1. The
election of 10 directors to constitute the Board of Directors to serve until the
next annual meeting and until their successors are elected and qualified;
and
2. Such
other matters as may properly come before the meeting or any adjournment
thereof.
Only shareholders of record at the
close of business on March 22, 2010 will be entitled to notice of and to vote at
the meeting or any adjournment thereof.
The Proxy Statement and a Proxy
solicited by the Board of Directors are enclosed herewith. Please
sign, date and return the Proxy promptly in the enclosed business reply
envelope. If you attend the meeting you may, if you wish, withdraw
your Proxy and vote in person. For directions to the annual meeting,
please call (706) 769-6611.
The Corporation is doing a full set
delivery of its Proxy material by mail to its shareholders. For
disclosure purposes, the Corporation’s Proxy Statement, Proxy, and 2009 Annual
Report to the Shareholders are available on the Corporation’s web address at
http://www.oconeestatebank.com. This internet posting of the
Corporation’s Proxy materials will be available on this website on and after
April 16, 2010.
Also enclosed is a copy of the
Corporation’s 2009 Annual Report which contains financial data and other
information about the Corporation.
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By
Order of the Board of Directors,
 Jerry
K. Wages
CORPORATE
SECRETARY
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April 16,
2010
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WHETHER
OR NOT YOU EXPECT TO BE PRESENT AT THE ANNUAL MEETING, PLEASE COMPLETE AND
RETURN THE ENCLOSED PROXY PROMPTLY SO THAT YOUR VOTE MAY BE
RECORDED. IF YOU ARE PRESENT AT THE MEETING, YOU MAY, IF YOU
WISH, REVOKE YOUR PROXY AT THAT TIME AND EXERCISE THE RIGHT TO VOTE YOUR
SHARES PERSONALLY.
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OCONEE
FINANCIAL CORPORATION
35 North
Main Street
Post
Office Box 205
Watkinsville,
Georgia 30677-0205
PROXY
STATEMENT
Shareholders’
Meeting
This Proxy Statement is furnished in
connection with the solicitation of Proxies by Oconee Financial Corporation (the
“Corporation”) for use at the annual meeting of shareholders of the Corporation
to be held on May 3, 2010, and any adjournment or postponement thereof, for the
purposes set forth in the accompanying notice of the meeting. It is anticipated
that this Proxy Statement and the accompanying Proxy will first be mailed to
shareholders on or about April 16, 2010.
Revocation
of Proxies
Any Proxy given pursuant to this
solicitation may be revoked by any shareholder who attends the meeting and gives
notice of his or her election to vote in person, without compliance with other
formalities. In addition, any Proxy given pursuant to this
solicitation may be revoked prior to the meeting by delivering an instrument
revoking it or a duly executed Proxy bearing a later date to the Secretary of
the Corporation. If the Proxy is properly completed and returned by
the shareholder and is not revoked, it will be voted at the meeting in the
manner specified thereon. If the Proxy is returned but no
choice is specified thereon, it will be voted for all of the persons named below
under the caption “Information about Nominees”.
Cost of
Solicitation
The expenses of this solicitation,
including the cost of preparing and mailing this Proxy Statement, will be paid
by the Corporation. Copies of solicitation materials may be furnished
to banks, brokerage houses, and other custodians, nominees and fiduciaries for
forwarding to beneficial owners of shares of the Corporation’s Common Stock, par
value $2.00 per share (the “Common Stock”), and normal handling charges may be
paid for such forwarding service. In addition to solicitations by
mail, directors and employees of the Corporation may solicit Proxies in person
or by telephone.
Voting
Rights
All shareholders of record of the
Corporation’s Common Stock at the close of business on March 22, 2010, which is
referred to as the record date, are entitled to receive notice of the Annual
Meeting and to vote the shares of common stock held by them on the record
date. Each outstanding share of common stock entitles its holder to
cast one vote for each matter to be voted upon.
Each
Proxy executed and returned by a shareholder will be voted as specified thereon
by the shareholder. If no specification is made, the Proxy will be
voted “FOR” the approval of the proposals listed on the Proxy, including
election of the nominees named therein to constitute the entire Board of
Directors.
For the election of directors, the
affirmative vote of a plurality of the shares represented in person or by proxy
at a meeting at which a quorum is present is required. A quorum is
present when the holders of more than one-half of the shares outstanding and
entitled to vote on the record date are present in person or by
proxy. An abstention or a broker non-vote would be included in
determining whether a quorum is present at the meeting but would have no effect
on the outcome of the vote for election of directors.
Management
of the Corporation has no reason to believe that any nominee for election to the
board will not serve if elected. All of the nominees are currently
directors of the Corporation. The Board of Directors recommends a
vote “FOR” the proposed nomination and election of the individuals listed
hereafter, and the enclosed Proxy will be so voted unless the shareholder
executing the Proxy withholds authority to vote for the nominees listed
hereafter or any particular nominee or nominees or abstains from voting by
marking the appropriately designated block on the Proxy. Because
directors are elected by a plurality of the votes cast, the directors that get
the most votes will be elected even if such votes do not constitute a
majority. Directors cannot be voted “against” and votes to “withhold
authority” to vote for a certain nominee will have no effect if the nominee
receives a plurality of the votes cast. If any nominee withdraws or
for any reason is not able to serve as a director, the Proxy will be voted for
such other person as may be designated by the Board of Directors as a substitute
nominee, but in no event will the Proxy be voted for more than 10
nominees.
Other
Matters
The Corporation is not aware of any
other matters to be presented at the Annual Meeting other than those described
in this Proxy Statement. If any other matters not described in the
Proxy Statement are properly presented at the meeting, proxies will be voted in
accordance with the best judgment of the proxy holders.
Notice
Regarding the Availability of Proxy Materials
We have posted materials related to the
2010 Annual Meeting on the internet. The following materials are
available on the internet at http://www.oconeestatebank.com:
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·
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This
Proxy Statement for the 2010 Annual Meeting and the accompanying Proxy,
and
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·
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The
Corporation’s 2009 Annual Report to
Shareholders
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·
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The
Corporation’s Annual Report on Form 10-K filed with the Securities and
Exchange Commission.
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Voting
Securities and Principal Holders
The record of shareholders entitled to
vote at the annual meeting was taken as of the close of business on March 22,
2010. On that date, the Corporation had outstanding and entitled to
vote 899,815 shares of Common Stock, each entitled to one vote per
share.
The following table provides for each
person who, to the best information and knowledge of the Corporation,
beneficially owned 5% or more of the outstanding shares of Common Stock as
of March 22, 2010, the following information: (a) the owner’s name and
address, (b) the number of shares of Common Stock owned, and (c)
the percentage such number represents of the outstanding shares of
Corporation Common Stock. Unless otherwise indicated, the listed owners
are the record owners of, and have sole voting and investment powers over, their
shares.
2
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Name
of Beneficial Owner
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Shares
Beneficially
Owned
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Percent
of
Class
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Susan
Wells Brodrick (1)
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51,770
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5.8%
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Hardigree
Properties, LLLP (2)
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47,240
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5.2%
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Caroline
Wells Pence (3)
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45,510
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5.1%
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Virginia
S. Wells (4)
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233,265
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25.9%
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(1)
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Includes
35,965 shares held jointly with her mother, 10,390 shares held as
custodian for her minor children, and 2,715 shares held in the name of her
husband. Ms. Brodrick’s address is 117 South Main Street,
Watkinsville, Georgia 30677.
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(2)
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C.G.
Hardigree, Jr. and Joyce C. Hardigree serve as general partners of
Hardigree Properties, LLLP. The address of Hardigree
Properties, LLLP is 1660 Old Bishop Road, Watkinsville, Georgia
30677.
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(3)
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Includes
35,965 shares held jointly with her mother, 4,145 shares held as custodian
for her minor son, and 2,700 shares held in the name of her
husband. Ms. Pence’s address is 100 Phipps Street, Carrboro,
North Carolina 27510.
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(4)
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Includes
71,930 shares held jointly with her daughters and 33,420 shares held by a
trust established under the will of Hubert H. Wells. Ms. Wells is the
trustee under the will. Ms. Wells’ address is 1170 Mountain
Laurel Drive, Watkinsville, Georgia
30677.
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The following table provides for each
director and director nominee of the Corporation, each named executive officer,
and for all directors, director nominees and executive officers of the Company
as a group, as of March 22, 2010, the following information: (a) the name of the
named executive officer, director, or the number of persons in the group; (b)
the number of shares of Common Stock beneficially owned by the named executive
officer, director, or the group; and (c) the percentage such number represents
of the outstanding shares of Common Stock. Unless otherwise indicated, the
listed person is the record owner of, and has sole voting and investment powers
over his or her shares.
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Name
of Beneficial Owner
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Shares
Beneficially
Owned
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Percent
of
Class
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G.
Robert Bishop (1)
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13,255
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1.5%
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Jimmy
L. Christopher (2)
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650
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*
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Douglas
D. Dickens (3)
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18,884
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2.1%
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J.
Albert Hale, Sr. (4)
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2,300
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*
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B.
Amrey Harden (5)
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4,000
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*
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Henry
C. Maxey (6)
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310
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*
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Ann
B. Powers (7)
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15,270
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1.7%
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Jerry
K. Wages (8)
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325
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*
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Virginia
S. Wells (9)
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233,265
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25.9%
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Tom
Wilson (10)
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100
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*
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All
directors and executive officers as a group (10 persons)
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288,359
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32.0%
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* Less than 1%.
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3
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(1)
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Includes
10,825 shares held jointly with his wife. Also includes 640
shares held in the name of his wife; 1,130 shares held jointly with his
sons; 160 shares held jointly in his wife’s name with his daughter; and
500 shares held jointly in his wife’s name with his son. Mr.
Bishop’s address is 1741 Experiment Station Road, Watkinsville, Georgia
30677.
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(2)
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Includes
585 shares held jointly with his wife. Mr. Christopher’s
address is 56 North Third Street, Watkinsville, Georgia
30677.
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(3)
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Includes
1,724 shares held jointly with his wife. Also includes 16,720
shares held in the name of Dickens Farms, Inc., of which he is President
and has sole voting power over those shares, and 360 shares held by Mr.
Dickens as custodian for his grandchildren. Mr. Dickens’
address is 1071 Rays Church Road, Bishop, Georgia
30621.
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(4)
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Mr.
Hale’s address is 5601 Colham Ferry Road, Watkinsville, Georgia
30677.
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(5)
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Includes
4,000 shares held jointly with his wife. Mr. Harden’s address
is 1100 Briar Lakes Court, Watkinsville, Georgia
30677.
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(6)
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Includes
151 shares held jointly with his wife. Also includes 109 shares
held in the name of his wife and 50 shares held in the name of Maxey
Brothers, Inc. where he serves as President and has sole voting power over
such shares. Mr. Maxey’s address is 1181 Maxey Road, Bishop,
Georgia 30621.
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(7)
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Includes
9,600 shares held jointly with her husband. Also includes 1,335
shares held jointly with her daughter and 1,335 shares held jointly with
her son. Ms. Powers’ address is 1051 Rose Creek Drive,
Watkinsville, Georgia 30677.
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(8)
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Includes
325 shares held jointly with his wife. Mr. Wages’ address is
1160 Station Drive, Watkinsville, Georgia
30677.
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(9)
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Includes
71,930 shares held jointly with her daughters and 33,420 shares held by a
trust established under the will of Hubert H. Wells. Ms. Wells is the
trustee under the will. Ms. Wells’ address is 1170 Mountain
Laurel Drive, Watkinsville, Georgia
30677.
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(10)
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Includes
100 shares held jointly with his wife. Mr. Wilson’s address is
185 Devereaux Drive, Athens, Georgia
30606.
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4
Election
of Directors
The Amended and Restated Bylaws of the
Corporation currently provide that the number of directors shall be set by
resolution of the Board of Directors or by the shareholders; provided, that no
decrease in the number of directors shall have the effect of shortening the term
of an incumbent director. Currently, the Board of Directors consists
of 10 directors. The term of office for directors, except in the case of earlier
death, resignation, retirement, disqualification or removal, continues until the
next annual meeting and until their successors are elected and
qualified.
Information
about Nominees for Directors
The following table sets forth the name
of each nominee for director of the Corporation, his or her age, positions held
with the Corporation and a brief description of his or her principal occupation
and business experience for the preceding five years. Except as
otherwise indicated, each director has been or was engaged in his or her present
or last principal occupation, in the same or a similar position, for more than
five years.
All
of the following directors are nominees for the term to expire in
2011.
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Name
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Age
|
Business
Experience
|
|
G.
Robert Bishop
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63
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A
director since 1991, he is retired from the Georgia Department of Natural
Resources. He is a member of the Audit, Budget, Directors’,
Executive, and Technology Committees of the
Corporation.
|
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Mr.
Bishop has served on the Board of Directors of the Corporation for nearly
20 years. His business experience, together with his historical
knowledge of the Corporation, makes Mr. Bishop a valuable member of the
Board of Directors.
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Jimmy
L. Christopher
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69
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A
director since 2001, he is a self-employed Certified Public
Accountant. He is a member of the Audit, Bylaws, Directors’,
Executive, and Investment - Asset/Liability Management Committees of the
Corporation.
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Mr.
Christopher brings to the Board of Directors nearly 10 years of experience
as a director of the Corporation. He also has leadership and
entrepreneurial skills arising out of his many years of success in
building and running his own accounting business. Mr.
Christopher’s leadership and business and financial acumen provide
valuable and balanced insight to the Board of
Directors.
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Douglas
D. Dickens
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58
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A
director since 1989 and Chairman of the Board of the Corporation since
1997. Mr. Dickens is President of Dickens Farms,
Inc. He is a member of the Audit, Budget, Directors’,
Executive, and Loan Committees of the Corporation.
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Mr.
Dickens has over 20 years of experience serving as a member of the Board
of Directors. He also has extensive management experience,
strong leadership, and business development skills that qualify him to
serve as the Chairman of the Board of Directors. With his past
experience and long-term involvement with the Corporation, Mr. Dickens
brings invaluable insight and knowledge to the Board of
Directors.
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5
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Name
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Age
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Business
Experience
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J.
Albert Hale, Sr.
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57
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A
director since 2008, he is the owner of Hale’s Dairy. He is a
member of the Bylaws, Insurance, Investment - Asset/Liability Management,
and Personnel Committees of the Corporation.
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Mr.
Hale is recent addition to the Board of Directors. His
demonstrated business experience, leadership skills and management skills
make him an excellent fit for the Board of Directors. Mr. Hale
brings a balanced perspective to the Board of
Directors.
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B.
Amrey Harden
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55
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A
director since 1987, he has been President and Chief Executive Officer of
the Corporation since 1994. He is a member of the Bylaws, Loan,
and Personnel Committees of the Corporation.
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Mr.
Harden has been employed by Oconee State Bank since 1973, the last 16
years leading the Corporation as President and Chief Executive Officer,
and he has over 23 years of experience serving on the Board of
Directors. Mr. Harden has extensive management experience,
strong leadership skills, and strong business development skills that
provide a tremendous addition to the Board of Directors. With
his institutional knowledge of the Corporation and an insider’s
perspective on the day-to-day operations of the Corporation, Mr. Harden is
a highly valued member of the Board of Directors.
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Henry
C. Maxey
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68
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A
director since 1999, he is the President of Maxey Brothers,
Inc. He is a member of the Budget, Insurance, Loan and
Personnel Committees of the Corporation.
|
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Mr.
Maxey has over 10 years serving on the Board of Directors of the
Corporation. His business acumen and management skills,
together with his extensive knowledge of the Corporation, provide valued
insight to the Board of Directors.
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Ann
B. Powers
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62
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A
director since 1991, she is a retired elementary school art teacher and a
watercolor artist. She is a member of the Audit, Bylaws,
Investment - Asset/Liability Management, Personnel, and Technology
Committees of the Corporation.
|
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Ms.
Powers has been a valued member of the Board of Directors for nearly 20
years. Her past experience, management skills and
organizational skills are a great contribution to the Board of
Directors.
|
6
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Name
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Age
|
Business
Experience
|
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Jerry
K. Wages
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61
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A
director since 1994, he has been Senior Executive Vice President and
Corporate Secretary of the Corporation since May 2008. He
served as Senior Executive Vice President, Chief Financial Officer and
Corporate Secretary from 2005 until May 2008. He served as
Executive Vice President and Chief Financial Officer from 1989 through
2004. He is a member of the Insurance, Investment -
Asset/Liability Management, and Loan Committees of the
Corporation.
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Mr.
Wages has an extended history with the Corporation, including over 16
years as a director and over 23 years as an officer of the
Corporation. Mr. Wages’ business and financial acumen, together
with his knowledge of the Corporation, industry knowledge and management
skills make him an effective and valuable member of the Board of
Directors.
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Virginia
S. Wells
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68
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A
director since 1990, she was elected Vice-Chairperson of the Board on May
19, 2008. She is the President and CEO of Wells & Company
Realtors, Inc. She is a member of the Budget, Directors’,
Executive, Insurance, Loan, and Technology Committees of the
Corporation.
|
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Ms.
Wells has 20 years of experience serving on the Board of Directors of the
Corporation. She also has extensive experience operating and
managing her own business. These experiences contribute to Ms.
Wells’ historical knowledge of the Corporation, as well as her leadership
and management skills, all of which are valuable additions to the Board of
Directors.
|
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Tom
F. Wilson
|
52
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A
director since 2005, Mr. Wilson has been Executive Vice President and
Chief Loan Officer of the Corporation since 2004. Prior to
joining the Corporation, Mr. Wilson was employed by SunTrust Bank as a
Senior Vice President of Commercial Banking. He is a member of
the Loan and Technology Committees of the Corporation.
|
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Mr.
Wilson has industry experience that makes his perspective necessary and
highly valued to the Board of Directors. Additionally, his
service as an officer of the Corporation provides operational and
management expertise that is a great contribution to the Board of
Directors.
|
Each of
the Corporation’s directors also serves as a member of the Board of Directors
for the Corporation’s wholly-owned subsidiary, Oconee State Bank. In
addition, Mr. Bishop, Mr. Dickens, Mr. Harden, Mr. Maxey, Mr. Wages, Ms. Wells,
and Mr. Wilson serve as directors of Real Estate Holdings Georgia, Inc. and
Motel Holdings Georgia, Inc. These two corporations are wholly-owned
subsidiaries of Oconee State Bank and are in operation for the purpose of
managing assets which have been foreclosed upon by Oconee State
Bank.
Former
director Carl R. Nichols resigned as a director as of February 2,
2009. There are no family relationships among any directors and
executive officers of the Corporation.
Board
Leadership Structure and Role in Risk Oversight
The
Corporation is led by Mr. B. Amrey Harden who serves as the President and Chief
Executive Officer. Mr. Harden has been President and Chief Executive
Officer since 1994. The Board of Directors is led by Douglas D.
Dickens and is comprised of ten directors total, seven of whom have been
determined to be independent directors. The Audit Committee of the
Board of Directors is comprised entirely of independent directors.
7
The Chief
Executive Officer is responsible for oversight of the day-to-day operations and
business affairs of the Corporation, including directing the business conducted
by the employees, managers and officers of the Corporation. The
Chairman is responsible for leading the Board of Directors in its duty to
oversee the management of the business and affairs of the Corporation and
ensuring that he and the other directors act in the best interest of the
Corporation and its shareholders.
Risk
oversight of the Corporation is the responsibility of the Board of
Directors. It administers this oversight function by evaluating
various components of risks to the company at each meeting of the
Board. The current structure of the Board of Directors is appropriate
for the Corporation and facilitates careful oversight of risk for the
Corporation. The structure of the Board of Directors provides strong
oversight by the independent directors, with the independent directors meeting
frequently in executive sessions of the Board of Directors without
management. These executive sessions allow the Board of Directors to
review key decisions and discuss matters in a manner that is independent of
senior management.
Meetings
and Committees of the Board of Directors
The Board of Directors of the
Corporation held 14 meetings during 2009. All of the directors
attended at least seventy-five percent (75%) of the meetings of the Board of
Directors and committees of the Board of Directors on which they served during
their tenure as directors. Directors are expected to be present at
all annual meetings and all attended the 2009 annual meeting.
The Board
of Directors has determined that 7 of the 10 directors are “independent” under
applicable federal securities laws and, although the Common Stock is not listed,
the listing standards of the New York Stock Exchange. The independent
directors are: Mr. Bishop, Mr. Christopher, Mr. Dickens, Mr. Hale,
Mr. Maxey, Ms. Powers and Ms. Wells.
Audit
Committee. The Corporation has had an audit committee since
its inception. The directors currently serving on this Committee,
until their successors are elected or appointed and qualified are: Mr.
Christopher, Mr. Bishop, Mr. Dickens, and Ms. Powers. The audit
committee met six times during 2009. The audit committee serves as an
independent and objective party to monitor the Corporation’s financial reporting
process and internal control systems; review and assess the performance of the
Corporation’s independent accountants and internal auditing department; and
facilitate open communication among the independent accountants, financial and
executive management, the internal auditing department, and the Board of
Directors. Certain specific responsibilities of the audit committee
include recommending the selection of independent auditors; meeting with the
independent auditors to review the scope and results of the audit; reviewing
with management and the internal auditor the systems of internal controls and
internal audit reports; responsibility to ensure that the Corporation’s books,
records, and external financial reports are in accordance with generally
accepted accounting principles; and reviewing all reports of examination made by
regulatory authorities and ascertaining that any and all operational
deficiencies are satisfactorily corrected.
The Board
of Directors has determined that all of the members of the audit committee are
independent under applicable federal securities laws and the New York Stock
Exchange listing standards and have sufficient knowledge in financial and
accounting matters to serve on the audit committee, including the ability to
read and understand fundamental financial statements. The
Corporation’s audit committee does not have a “financial expert” as such term is
defined in Item 401(e) of SEC Regulation S-B because the individuals who meet
this definition are not readily available in the community in which the
Corporation operates. Furthermore, the Corporation does not know of
anyone meeting this definition who has a significant interest in the business
and prospects of the Corporation and who can serve on the Board of Directors and
audit committee. The audit committee acts pursuant to a written
charter that is reviewed annually.
8
Other
Board Committees
The Corporation has established
standing Budget, Bylaws, Directors’, Executive, Insurance, Investment –
Asset/Liability Management, Loan, Personnel and Technology
Committees. Each such committee meets from time to time throughout
the year as necessary to carry out their necessary functions.
Nomination
Process and Compensation Process
Compensation Process. The
Board of Directors does not have a compensation committee. Instead,
the Board of Directors, as a whole, determines salaries for executive officers
by evaluating the qualifications and experience of the executive, the nature of
the job responsibilities and the range of salaries for similar positions at peer
companies. The Board of Directors recognizes that competitive
compensation is critical for attracting, motivating and retaining qualified
executives.
The Board of Directors does not
consider a standing compensation committee necessary because it believes the
Board of Directors performs all compensation-related functions adequately and in
a manner that is customary for bank holding companies similar to the
Corporation.
Nomination
Process. The Board of Directors did not have a nominating
committee in 2009. Instead, the Board of Directors nominated
individuals for election to the Board of Directors based on the recommendations
of all of the directors of the corporation. The Board of Directors does not
consider a standing nominating committee to be necessary because it believes the
Board of Directors performs all director nomination-related functions adequately
and in a manner that is customary for bank holding companies similar to the
Corporation. In order for a nominee to be nominated to the Board of
Directors, a majority of the independent members of the Board of Directors must
approve such nominations.
A
candidate for the Board of Directors must meet the eligibility requirements set
forth in the Corporation’s bylaws and in any Board resolutions. The
independent members of the Board of Directors consider certain qualifications
and characteristics that they deem appropriate from time to time when they
select individuals to be nominated for election to the Board of
Directors. These qualifications and characteristics may include,
without limitation, independence, integrity, business experience, education,
accounting and financial expertise, age, diversity, reputation, civic and
community relationships, his or her relationship with the Bank, and knowledge
and experience in matters impacting financial institutions. In
addition, prior to nominating an existing director for re-election to the Board
of Directors, the independent members of the Board will consider and review an
existing director's Board and committee attendance and performance and length of
Board service.
The
independent directors will consider, in accordance with the analysis described
above, all director nominees properly recommended by the shareholders of the
Corporation. Any shareholder wishing to recommend a candidate for
consideration as a possible director nominee for election at an upcoming meeting
of shareholders must provide written notice in accordance with the Corporation’s
bylaws to Jerry K. Wages, Senior Executive Vice President & Corporate
Secretary, Oconee Financial Corporation, P.O. Box 205, Watkinsville, Georgia
30677-0205.
9
Director
Compensation
Directors of the Corporation do not
receive any compensation for their service on the Board of Directors of the
Corporation. Instead, all of the Corporation’s directors are also
directors of Oconee State Bank (the “Bank”), the Corporation’s bank subsidiary,
and received $750 per regularly scheduled Board of Directors meeting attended
from January 1, 2009 through April 20, 2009 and $500 per regularly scheduled
Board of Directors meeting attended from April 21, 2009 through December 31,
2009. In addition, directors received $150 for specially called Board
meetings and committee meetings attended from January 1, 2009 through April 20,
2009, except for the Loan Committee. Loan Committee members received
$125 per committee meeting attended from January 1, 2009 through April 20,
2009. Directors received $100 for specially called board meetings and
all committee meetings attended from April 21, 2009 through December 31,
2009. Executive officers Harden, Wages and Wilson did not receive
director compensation.
The
following table reports all fees earned or paid in cash to each director during
the fiscal year 2009. The Corporation awards no other equity or
non-equity awards as compensation and paid no other compensation to any of its
directors in 2009.
|
Name
|
Fees
earned or paid in cash
|
|
G.
Robert Bishop
|
$ 8,450
|
|
Jimmy
L. Christopher
|
8,650
|
|
Douglas
D. Dickens
|
12,825
|
|
J.
Albert Hale, Sr.
|
8,050
|
|
B.
Amrey Harden
|
–
|
|
Henry
C. Maxey
|
12,275
|
|
Carl
R. Nichols (1)
|
750
|
|
Ann
B. Powers
|
8,500
|
|
Jerry
K. Wages
|
–
|
|
Virginia
S. Wells
|
13,350
|
|
Tom
F. Wilson
|
–
|
(1) Carl
R. Nichols resigned as a director effective February 2, 2009.
10
Executive
Compensation
The following table sets forth the
compensation paid to the principal executive officer and the Bank and the
Corporation’s two other most highly compensated executive officers during the
2009 and 2008 fiscal years. The Corporation did not award any other
bonus or equity compensation during the past two fiscal years.
Summary
Compensation Table
|
Name
and
Principal
Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Non-equity
incentive
plan
compensation
($)
|
All
Other
Annual
Compensation
($)
|
Total
($)
|
|
B.
Amrey Harden
President
and Chief Executive Officer
|
2009
2008
|
168,300
187,000
|
0
500
(1)
|
-
-
|
3,740
(2)
11,238
(3)
|
172,040
198,738
|
|
Jerry
K. Wages
Senior
Executive Vice President and Corporate Secretary
|
2009
2008
|
159,000
159,000
|
0
500
(1)
|
-
-
|
3,180
(2)
9,540
(3)
|
162,180
169,040
|
|
Tom
F. Wilson
Executive
Vice President and Chief Loan Officer
|
2009
2008
|
157,630
155,300
|
0
350(1)
|
-
-
|
3,153
(2)
9,318
(3)
|
160,783
164,968
|
|
(1)
|
Includes
$500 Christmas bonus for Mr. Harden and Mr. Wages for 2008 $350 Christmas
Bonus for Mr. Wilson for 2008. The Christmas bonuses were paid
to all Bank employees and the amounts of the bonuses were based on the
employee’s length of service with the
Bank.
|
|
(2)
|
Reflects
401(k) matching contributions of $3,740 for Mr. Harden, $3,180 for Mr.
Wages, and $3,153 for Mr. Wilson. In an effort to control
expenses, the Bank suspended 401(K) Plan matching for all employees
effective July 1, 2009.
|
|
(3)
|
Reflects
401(k) matching contributions of $11,238 for Mr. Harden, $9,540 for Mr.
Wages, and $9,318 for Mr. Wilson.
|
Non-Equity
Incentive Plan Compensation Information
The Board of Directors has approved a
non-equity incentive plan for executive management which sets specific goals for
various performance targets including goals for performance in comparison with
budgeted performance targets for net income, non-performing assets, loan and
deposit growth, loan income production, non-interest revenue production, and
strategic plan completion. In addition, the plan includes targets for
the Bank’s performance in comparison to its peer group as published in quarterly
Uniform Bank Performance Reports from the FDIC. Factors that are
included are non-interest income production, non-interest expense, return on
average equity, net interest margin and yield on investment
securities. In order to receive an incentive for each of these
categories, the Bank must be in the top 50% of performers in its peer
group. Each executive officer is given specific goals to achieve and
weights are set for each factor based on the role of the officer within the
corporation. The maximum annual amount that each executive officer
can receive is 50% of base salary. The Corporation did not make any
non-equity incentive plan awards during 2009 or 2008.
Equity
Compensation Information
The Corporation does not have any
equity compensation plans nor has it granted options, stock appreciation rights
or similar awards to any of its present or past executive officers.
11
Code
of Ethics
The Corporation has a code of ethics
that applies to all employees of the Corporation, including the Corporation's
chief executive officer and chief financial officer. The code of ethics complies
with the federal securities law requirement that issuers have a code of ethics
applicable to the principal executive officer and principal financial
officer. A copy of the Code of Ethics is incorporated by reference
from Exhibit 14 to the Corporation’s annual report on Form 10-K for the year
ended December 31, 2009. The Corporation has not made any amendment
to or waiver of the code of ethics. If there is an amendment or
waiver, the Corporation will post such amendment or waiver on its website,
www.oconeestatebank.com.
Section
16(a) Beneficial Ownership Reporting Compliance
Pursuant to Section 16(a) of the
Securities Exchange Act of 1934, each executive officer, director and beneficial
owner of 10% or more of the Corporation’s Common Stock is required to file
certain forms with the Securities and Exchange Commission (“SEC”). A
report of beneficial ownership of the Corporation’s Common Stock on Form 3 is
due at the time such person becomes subject to the reporting requirement and a
report on Form 4 or 5 must be filed to reflect changes in beneficial ownership
occurring thereafter. Based solely on a review of filings with the
SEC and written representations by each executive officer and director that no
other reports were required, we believe that all of our directors and executive
officers have complied with the reporting requirements of Section 16(a) during
fiscal 2009.
Certain
Relationships and Related Party Transactions
The Corporation has had, and expects to
have in the future, banking transactions in the ordinary course of business
with, directors and officers of the Corporation and their associates, including
corporations in which such officers or directors are shareholders, directors
and/or officers, on the same terms (including interest rates and collateral) as
then prevailing at the time for comparable transactions with other
persons. Such transactions have not involved more than the normal
risk of collectibility or presented other unfavorable features.
Report
of the Audit Committee
The audit committee is comprised of
four “independent” members, as defined by federal securities laws and Sections
303A.2 of the New York Stock Exchange listing standards. The audit
committee acts under a written charter.
The responsibilities of the audit
committee include recommending to the Board of Directors and approval of the
selection of an accounting firm to be engaged as independent
accountants. In addition, the audit committee is responsible for
recommending to the Board of Directors that the financial statements be included
in the Annual Report to shareholders and monitoring the Corporation’s financial
reporting process and internal control system.
The audit committee has reviewed and
discussed the audited financial statements with management. The audit
committee has discussed with Mauldin & Jenkins, LLC the matters required to
be discussed by SAS 61. The audit committee has received the written
disclosures and the letter from Mauldin & Jenkins required by Independence
Standards Board Standard No. 1, and has discussed with Mauldin & Jenkins,
its independence. The audit committee has also considered whether the
provision of non-audit services by the independent accountants is compatible
with maintaining the auditor’s independence.
The
members of the audit committee are not professionally engaged in the practice of
auditing or accounting and are not experts in the fields of accounting or
auditing, including in respect of auditor independence. Members of
the audit committee rely, without independent verification, on the information
provided to them and on the representations made by management and the
independent accountants. Accordingly, the audit committee’s oversight
does not provide an independent basis to determine that management has
maintained appropriate accounting and financial reporting principles or
appropriate internal controls and procedures designed to assure compliance with
accounting standards and applicable laws and
regulations. Furthermore, the audit committee’s considerations and
discussions referred to above do not assure that the audit of the Corporation’s
financial statements has been carried out in accordance with generally accepted
auditing standards, that the financial statements are presented in accordance
with generally accepted accounting principles or that the Corporation’s auditors
are in fact independent.
12
Based on the reviews and discussions
described in this report, and subject to the limitations on the role and
responsibilities of the audit committee referred to above and in the audit
committee Charter, the audit committee recommended to the Board of Directors
that the audited financial statements of the Corporation be included in the
Annual Report on Form 10-K for the year ended December 31, 2009 for filing with
the SEC.
This report is respectfully submitted
by the audit committee of the Board of Directors.
Jimmy L.
Christopher
G. Robert
Bishop
Douglas
D. Dickens
Ann B.
Powers
Shareholder
Communication
The Board of Directors maintains a
process for shareholders to communicate with the Board of
Directors. Shareholders wishing to communicate with the Board of
Directors should send any communication in writing to Jerry K. Wages, Senior
Executive Vice President and Corporate Secretary, Oconee Financial Corporation,
P.O. Box 205, Watkinsville, Georgia 30677-0205. Any such
communication should state the number of shares beneficially owned by the
shareholder making the communication. The communication will be
forwarded to the full Board of Directors or to any individual director or
directors to whom the communication is directed unless the communication is
illegal or otherwise inappropriate.
Principal
Accountant and Audit Fees
The certified public accounting firm of
Mauldin & Jenkins, LLC was the independent accountant for the Corporation
and the Bank for the years ended December 31, 2009 and
2008. Representatives of Mauldin & Jenkins are expected to be
present at the annual meeting and will have the opportunity to make a statement
if they desire to do so and to respond to appropriate questions. The
Corporation anticipates that Mauldin & Jenkins will be the Corporation’s
accountants for the current fiscal year.
During 2009 and 2008, the Corporation
was billed the following amounts for services rendered by Mauldin &
Jenkins:
Audit Fees. In
connection with the audit of the Corporation’s annual consolidated financial
statements and review of its Form 10-K and interim consolidated financial
statements included within Forms 10-Q, the Corporation was billed approximately
$92,853 for the 2009 audit by Mauldin & Jenkins. This figure
includes fees for certain services that were billed to the Corporation in 2010
in connection with the 2009 annual audit, including out-of-pocket travel
costs. In connection with the audit of the Corporation’s annual
consolidated financial statement and review of its Form 10-K and interim
consolidated financial statements included within Forms 10-Q, the Corporation
was billed approximately $84,380 for the 2008 audit by Mauldin &
Jenkins. This figure includes fees for certain services that were
billed to the Corporation in 2009 in connection with the 2008 annual audit,
including out-of-pocket travel costs.
Audit-Related
Fees. The Corporation was not billed by Mauldin & Jenkins
for any audit-related fees in 2009 or 2008.
13
Tax Fees. The Corporation was
not billed in 2009 or in 2008 by Mauldin & Jenkins for any tax advice and
preparation of tax returns.
All Other Fees. The
Corporation was not billed in 2009 or 2008 by Mauldin & Jenkins for any
services that were not related to the audit of the Corporation’s financial
statements.
The audit committee of the Corporation
has determined that the performance of these services and payment of these fees
are compatible with maintaining the independence of Mauldin &
Jenkins.
The audit committee pre-approves all
audit and non-audit services performed by the Corporation’s independent
auditor. The audit committee specifically approves the annual audit
services engagement and has generally approved the provision of certain
audit-related services and tax services by Mauldin &
Jenkins. Certain non-audit services that are permitted under the
federal securities laws may be approved from time to time by the audit
committee. During 2009 and 2008, 100% of the audit, audit-related,
tax and other services described above were pre-approved by the audit
committee.
Shareholders
Proposals
Proposals of shareholders intended to
be presented at the Corporation’s 2010 Annual Meeting must be received by
December 1, 2010, in order to be eligible
for inclusion in the Corporation’s Proxy Statement and Proxies for that
meeting. The Corporation must be notified of any other shareholder
proposal intended to be presented for action at the meeting not later than
December 1, 2010.
Other
Matters That May Come Before the Meeting
Management of the Corporation knows of
no matters other than those matters that should be presented for consideration
and voting. It is, however, the intention of the persons named as
proxies in the enclosed Proxy to vote in accordance with their best judgment as
to what is in the best interest of the Corporation.
Additional
Information
The Corporation will furnish without
charge a copy of its Annual Report on Form 10-K filed with the SEC for the
fiscal year ended December 31, 2009, including financial statements and
schedules, to any record or any beneficial owner of the Common Stock as of March
22, 2010 who requests a copy of such Report. Any request for the
Report on Form 10-K should be in writing addressed to:
Jerry K.
Wages
Senior
Executive Vice President & Corporate Secretary
Oconee
Financial Corporation
Post
Office Box 205
Watkinsville,
Georgia 30677-0205
You may also obtain copies of the
Corporation’s Form 10-K from the SEC at prescribed rates by writing to the
Public Reference Section of the SEC, Room 1580, F. Street, N.E., Washington,
D.C. 20549. Please call the SEC at (800) SEC-0330 for further
information.
|
OCONEE
FINANCIAL CORPORATION
By
Order of the Board of Directors,
Jerry
K. Wages
Corporate
Secretary
|
April 16,
2010
14
COMMON
STOCK OF OCONEE FINANCIAL CORPORATION
THIS
PROXY IS SOLICITED BY THE BOARD OF
DIRECTORS
FOR THE 2010 ANNUAL MEETING OF SHAREHOLDERS
The undersigned hereby appoints Douglas
D. Dickens and B. Amrey Harden or either of them, with power of substitution to
each, the proxies of the undersigned to vote all of the undersigned’s shares of
the Common Stock of Oconee Financial Corporation at the Annual Meeting of
Shareholders of OCONEE FINANCIAL CORPORATION to be held at 4:30 p.m. at the H.
Mell Wells Operations Center of Oconee State Bank, 7920 Macon Highway,
Watkinsville, Georgia, on Monday, May 3, 2010 and any adjournment
thereof.
THE
BOARD OF DIRECTORS FAVORS A VOTE “FOR” THE NOMINEES AND UNLESS INSTRUCTIONS TO
THE CONTRARY ARE INDICATED IN THE SPACE PROVIDED, THE PROXY WILL BE SO
VOTED.
|
1. FOR the nominees listed to the
right
|
Election
of Nominees:
|
|
o
|
G.
Robert Bishop, Jimmy L. Christopher, Douglas D. Dickens, J. Albert Hale,
Sr., B. Amrey Harden, Henry C. Maxey, Ann B. Powers, Jerry K.
Wages, Virginia S. Wells, and Tom F. Wilson
|
|
WITHHOLD
AUTHORITY
|
||||||
|
to
vote for all nominees
o
|
||||||
|
WITHHOLD
AUTHORITY
|
||||||
|
to
vote for an individual nominee
|
||||||
|
o
|
||||||
|
Write
name(s) below:
|
||||||
2. Such
other matters as may properly come before the meeting or any adjournment
thereof.
It is
understood that this proxy confers discretionary authority in respect to matters
now known or determined at the time of the mailing of the notice of the meeting
to the undersigned.
The
undersigned hereby acknowledges receipt of the Notice of Annual Meeting of
Shareholders dated April 16, 2010 and the Proxy Statement furnished
therewith.
|
_______________________________,
2010
Dated
and signed
____________________________________
Signature
____________________________________
Signature
|
(Signature(s)
should agree with the name(s) hereon. Executors, administrators,
trustees, guardians and attorneys should so indicate when
signing. For joint accounts, each owner should
sign. Corporations should sign their full corporate name by a duly
authorized officer.)
This
proxy is revocable at or at any time prior to the meeting.
Please
indicate below whether or not you will be attending the 2010 annual
meeting.
____ Yes,
I am planning on attending the 2010 annual meeting. Number attending
____
____ No,
I will not be attending the 2010 annual meeting.
Please
sign and return this proxy in the accompanying prepaid envelope.
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