UNITED BANCORP INC /OH/
10-Ks and 10-Qs
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SCHEDULE
14A
INFORMATION
REQUIRED IN PROXY STATEMENT
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the Securities
Exchange
Act of 1934
Filed by
the registrant x
Filed by
a party other than the registrant ¨
Check the
appropriate box:
¨ Preliminary
proxy statement.
¨ Confidential,
for use of the Commission only (as permitted by Rule 14a-6(e)(2)).
x Definitive
proxy statement.
¨ Definitive
additional materials.
¨ Soliciting
materials pursuant to Rule 14a-11(c) or Rule 14a-12.
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UNITED BANCORP,
INC.
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(Name
of Registrant as Specified in Its Charter)
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(Name
of Person(s) Filing Proxy Statement, if Other Than the
Registrant)
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Payment
of filing fee (check appropriate box):
x No
fee required.
¨ Fee
computed on table below per Exchange Act Rules 14a-6(I)(1) and
0-11.
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(1)
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Title
of each class of security to which transaction applies:
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(2)
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Aggregate
number of securities to which transaction applies:
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(3)
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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 determined):
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(4)
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Proposed
maximum aggregate value of transaction:
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(5)
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Total
fee paid:
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¨
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Fee
paid previously with preliminary
materials.
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¨
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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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(1)
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Amount
Previously Paid:
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(2)
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Form,
Schedule or Registration Statement No.:
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(3)
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Filing
Party:
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(4)
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Date
Filed:
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United
Bancorp, Inc.
201
S. Fourth
Martins
Ferry, Ohio 43935
March 24,
2010
To Our
Shareholders:
You are
cordially invited to attend the Annual Meeting of the Shareholders to be held on
Wednesday April 21, 2010, at 2:00 p.m. local time, at The Citizens Savings
Bank’s main office, 201 South Fourth Street, Martins Ferry, Ohio.
The
Annual Certified Audit of United Bancorp, Inc. is enclosed for your review prior
to attending our Annual Meeting.
Payment
of our regular first quarter cash dividend was made by separate mailing on March
19th. Whether or not you received your dividend check in a separate
mailing is dependent upon your level of participation in our Dividend
Reinvestment Plan, Direct Deposit Program or whether your stock is being held
for you in a broker name. No payment has been included with
this mailing of our proxy materials.
It is
important that your shares are voted, and we hope that you will attend the
Annual Meeting. Please vote by executing and returning the enclosed
form of Proxy or follow the instructions to vote electronically on the Internet
or by phone.
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Very
truly yours,
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/s/
James W. Everson
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James
W. Everson
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Chairman,
President and Chief Executive
Officer
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Enclosures
UNITED
BANCORP, INC.
NOTICE
OF ANNUAL MEETING OF SHAREHOLDERS
TO
BE HELD APRIL 21, 2010
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To
The Shareholders of
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United
Bancorp, Inc.
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March
24, 2010
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The
Annual Meeting of Shareholders of United Bancorp, Inc. will be held at
201 South 4th,
Martins Ferry, Ohio, April 21, 2010, at 2:00 p.m. local time for the purpose of
considering and voting upon the following matters as more fully described in the
Proxy Statement.
Proposals:
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1.
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Election of Directors -
To elect SEVEN directors.
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2.
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Advisory
Vote on the Appointment of the Independent Registered Public Accounting
Firm
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3.
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Other Business - To
transact any other business which may properly come before the meeting or
any adjournment of it.
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Shareholders
of record at the close of business on March 5, 2010 will be entitled to vote the
number of shares held of record in their names on that date.
We urge
you to sign and return the enclosed proxy as promptly as possible or vote via
the phone or Internet, whether or not you plan to attend the meeting in
person. This proxy may be revoked prior to its exercise.
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By
Order of the Board of Directors
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/s/Randall
M. Greenwood
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Randall
M. Greenwood
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Secretary
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IMPORTANT NOTICE REGARDING THE
AVAILABILITY OF PROXY MATERIALS FOR THE MEETING OF SHAREHOLDERS TO BE
HELD ON APRIL 21, 2010
The proxy
statement and form of proxy being issued in connection with the 2010 Annual
Meeting of Shareholders and the Company’s 2009 Annual Report to Shareholders are
available at www.amstock.com/ProxyServices/ViewMaterials.asp.
Your vote is important. Please mark,
sign, date and mail the enclosed proxy form(s) whether or not you plan to attend
the Annual Meeting. A return envelope is enclosed for your
convenience. In addition, you may also submit your proxy
electronically, either by telephone or via the Internet. To do so,
dial 1-800-Proxies or visit www.voteproxy.com and follow the simple
instructions. No information is required to submit your proxy
electronically other than the Company Number and Account Number shown on the
proxy card delivered with these proxy materials.
Please contact Randall M. Greenwood,
Corporate Secretary, at 740-633-0445, ext. 6181 if you would like information on
how to obtain directions to be able to attend the meeting and vote in
person.
2
UNITED
BANCORP, INC.
201
SOUTH 4TH
STREET
MARTINS
FERRY, OHIO 43935
PROXY
STATEMENT FOR ANNUAL MEETING OF
SHAREHOLDERS
TO BE HELD APRIL 21, 2010
INTRODUCTION
This Proxy Statement is being furnished
to shareholders of United Bancorp, Inc. (“United Bancorp” or the “Corporation”)
in connection with the solicitation of proxies by the Board of Directors of the
Corporation to be used at the Annual Meeting of Shareholders, and any
adjournment thereof, to be held at the time and place set forth in the
accompanying notice (“Annual Meeting”). This Proxy Statement and the enclosed
proxy are first being sent to shareholders on or about March 24,
2010.
At the Annual Meeting, shareholders of
the Corporation will be asked to:
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·
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Elect
seven nominees to the Corporation’s Board of
Directors.
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·
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Ratify
the Audit Committee’s appointment of BKD, LLP to serve as the Company’s
Independent Registered Public Accounting Firm for the 2010 fiscal
year.
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Voting
and Revocation of Proxies
Just indicate on the enclosed proxy
card how you want to vote, and sign, date and return it as soon as possible in
the enclosed envelope or submit a proxy over the Internet or by telephone by
following the instructions on the enclosed proxy card. Where properly
executed proxy cards are returned but no such instructions are given, the shares
will be voted “For” the election to the Board of Directors of each of the
persons nominated by the Board of Directors of the Corporation.
The presence of a shareholder at the
Annual Meeting will not automatically revoke such shareholder’s
proxy. However, shareholders may revoke a proxy at any time prior to
its exercise by filing with the Secretary of the Corporation a written notice of
revocation, by delivering to the Corporation a duly executed proxy bearing a
later date, or by attending the Annual Meeting and voting in
person. Written notices of revoked proxies may be directed to Randall
M. Greenwood, Secretary, 201 South 4th Street,
Martins Ferry, Ohio 43935.
Solicitation
of Proxies
The cost
of soliciting proxies will be borne by the Corporation. In addition
to the solicitation of proxies by mail, the Corporation, through its directors,
officers and regular employees, may also solicit proxies personally or by
telephone, e-mail or telecopy without additional compensation. The
Corporation will also request persons, firms and corporations holding shares in
their names or in the name of their nominees, which are beneficially owned by
others, to send proxy material to and obtain proxies from the beneficial owners
and will reimburse the holders for their reasonable expenses in doing
so.
3
MEETING
INFORMATION
Date,
Place and Time
The
Annual Meeting of Shareholders of the Corporation will be held on Wednesday,
April 21, 2010, at 2:00 p.m., local time, at The Citizens Savings Bank, 201
South 4th Street,
Martins Ferry, Ohio.
Record
Date, Voting Rights
Only the Corporation’s common shares
can be voted at the Annual Meeting. Each share entitles its owner to
one vote on all matters.
The close of business on March 5, 2010
(the “Record Date”), has been fixed as the record date for the determination of
shareholders entitled to vote at the Annual Meeting. There were
approximately 2,000 shareholders (including both record holders and beneficial
owners holding their shares in street name) of the Corporation’s common shares
and 5,256,811 of the Corporation’s common shares outstanding as of the Record
Date.
The presence in person or by proxy of a
majority of the outstanding common shares of the Corporation entitled to vote at
the meeting constitutes a quorum at the Annual Meeting. Abstentions
and broker non-votes will be counted for purposes of determining the presence of
a quorum.
OWNERSHIP
OF VOTING SHARES
As of the Record Date, the following
entity was the only shareholder known to the Corporation to be the beneficial
owner of more than 5% of the Corporation’s outstanding common
shares:
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Shares
of Common
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Percent
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|||||||
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Person
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Stock Owned
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of Class
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United
Bancorp, Inc. Employee
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347,197 | 6.6 | % | |||||
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Stock
Ownership Plan (1)
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201
South Fourth Street,
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Martins
Ferry, OH 43935
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1.
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Under
the terms of the ESOP, the ESOP trustee will vote shares allocated to
participants’ accounts in the manner directed by the
participants. As a general matter, the ESOP trustee is required
to vote unallocated shares in the same manner as the trustee has been
directed to vote allocated shares by participants holding a majority of
the allocated shares voted in connection with the meeting. As
of the Record Date, 87,201 shares had been allocated to participants’
accounts and 259,996 shares remain unallocated under the
ESOP.
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The following table sets forth the
beneficial ownership of the Corporation’s common shares by each of the
Corporation’s directors and the Corporation’s named executive officers, and the
directors and executive officers as a group, as of December 31,
2009.
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Name of Beneficial Owner
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Common Shares
Owned(1)
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Percent of Class
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James
W. Everson (2)
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241,328 | 4.6 | % | |||||
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John
M. Hoopingarner
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16,975 | * | ||||||
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Terry
A. McGhee
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29,521 | * | ||||||
4
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Name of
Beneficial Owner
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Common Shares
Owned(1)
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Percent of Class
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Samuel
J. Jones
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30,394 | * | ||||||
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Richard
L. Riesbeck
(3)
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40,358 | * | ||||||
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Matthew
C. Thomas
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56,438 | 1.1 | % | |||||
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Scott
A. Everson
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44,137 | * | ||||||
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Randall
M. Greenwood
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28,353 | * | ||||||
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James
A. Lodes
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16,508 | * | ||||||
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All
Directors and Executive Officers
as a Group (19
in group)
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659,707 | 12.6 | % | |||||
*
Ownership is less than 1% of the class.
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1.
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Except
as otherwise noted, none of the named individuals shares with another
person either voting or investment power as to the shares
reported.
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2.
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Includes
70,766 shares subject to shared voting and investment
power.
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3.
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Includes
17,651 shares subject to shared voting and investment
power.
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In the
aggregate, shares beneficially owned by all insiders of the Corporation (as
reflected in the table above) and all other employees through the Corporation’s
401(k) and ESOP employee benefit plans, totaled 1,078,960 Shares, or 20.1% of
all outstanding shares of the Corporation, as of December 31, 2009.
PROPOSAL
# 1
ELECTION
OF DIRECTORS
Nominees
The nominees for election at the Annual
Meeting are James W. Everson, Scott A. Everson, John M. Hoopingarner, Samuel J.
Jones, Terry A. McGhee, Richard L. Riesbeck and Matthew C. Thomas each of whom
is currently a director of the Corporation. If elected, these
directors will serve a one-year term expiring in 2011. The following
table sets forth-certain information with respect to the
nominees. There were no arrangements or understandings pursuant to
which the persons listed below were selected as directors or nominees for
director.
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Name
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Age
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Principal Occupation for Past Five
Years
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Positions and Offices
Held with United Bancorp
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Director
Since
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James
W. Everson
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71
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Chairman,
President and Chief Executive Officer, United Bancorp; Chairman The
Citizens Savings Bank*. Chairman, The Community
Bank*
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Chairman,
President and Chief Executive Officer, United Bancorp; Chairman, The
Citizens Savings Bank.* Chairman, Interim President and Chief
Executive Officer, The Community Bank*
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1983
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Scott
A. Everson
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42
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President
and Chief Executive Officer, The Citizens Savings
Bank
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Senior
Vice President and Chief Operating Officer, United Bancorp
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2009
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John
M. Hoopingarner
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55
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Executive
Director, Muskingum Watershed Conservancy District
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Director
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1992
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5
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Name
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Age
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Principal Occupation for Past Five
Years
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Positions and Offices
Held with United Bancorp
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Director
Since
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Samuel
J. Jones
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69
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Business
Owner, Athletic Club
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Director
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2007
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Terry
A. McGhee
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60
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President
and Chief Executive Officer, Westerman, Inc., a manufacturing
company
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Director
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2001
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Richard
L. Riesbeck
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60
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President,
Riesbeck Food Market, Inc., a regional grocery store chain
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Director
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1984
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Matthew
C. Thomas
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53
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President,
M. C. Thomas Insurance Agency, Inc., an independent insurance
agency
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Director
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1988
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*
Subsidiaries of United Bancorp. The Community Bank was merged with
and into The Citizens Savings Bank effective July 1, 2007.
There were no agreements or
understandings pursuant to which any of the persons listed above was selected as
a director. Mr. James W. Everson, Director, Chairman, President and
Chief Executive Officer of the Corporation, is the father of Mr. Scott A.
Everson, Director, Senior Vice President & Chief Operating Officer of the
Corporation.
The Board
of Directors of United Bancorp met 4 times in 2009. In 2009, each
director attended at least 75% of the combined total of meetings of the Board of
Directors and meetings of each committee on which such director
served.
Vote
Required to Elect Nominees
Directors are elected by a plurality of
the vote. Consequently, the seven nominees for director who receive
the largest number of votes cast “For” will be elected as
directors. Shares represented at the Annual Meeting in person or by
proxy but withheld or otherwise not cast for the election of directors will have
no impact on the outcome of the election of directors. Where properly
executed proxy cards are returned but no such instructions are given, the shares
will be voted “For” the election to the Board of Directors of the persons
nominated by the Board of Directors of the Corporation.
THE
BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”
EACH
OF THE NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS
DIRECTOR
INDEPENDENCE AND RELATED PARTY TRANSACTIONS
The Board
of Directors has determined that all Directors have met the independence
standards of Rule 4200(a)(15) of the National Association of Securities Dealers
listing standards with the exception of James W. Everson, who is the Chief
Executive Officer of the Corporation, and Scott A. Everson, who is a Senior Vice
President and the Chief Operating Officer of the
Corporation. Directors deemed independent by the Board of Directors
include John M. Hoopingarner, Terry A. McGhee, Samuel J. Jones, Richard L.
Riesbeck and Matthew C. Thomas. In making its determination regarding
the independence of all directors and nominees for director, the Nominating and
Governance Committee and the Board of Directors reviewed and the board
considered the following related party transaction.
6
Director
Riesbeck: On April 1, 1998, United Bancorp, through its
subsidiary, The Citizens Savings Bank, entered into a lease agreement with
Riesbeck Food Markets, Inc. for space used as an in-store banking location in
St. Clairsville, Ohio. Pursuant to the terms of the lease, the
Corporation paid Riesbeck Food Markets, Inc. $30,000 in 2009. Over
the current 5-year fixed term of the lease, which began on April 1, 2007 and is
set to expire on April 1, 2012, lease payments will total approximately
$150,000. Mr. Riesbeck is an officer, director and shareholder of
Riesbeck Food Markets, Inc. Management believes the lease between
Riesbeck Food Markets, Inc. and the Corporation was made on an arms-length
basis. Management employed a third party consulting firm that specializes in
grocery store banking facilities to establish the terms of the
lease.
In addition, United Bancorp has engaged
and intends to continue to engage in the lending of money through its subsidiary
bank to several of its Directors, executive officers and corporations or other
entities in which they may own a controlling interest. The loans to
such persons (i) were made in the ordinary course of business, (ii) were made on
substantially the same terms, including interest rates and collateral, as those
prevailing at the time for comparable transactions with other persons, and (iii)
did not involve more than a normal risk of collectability or present other
unfavorable features.
Except for the specific transactions
described above no director, executive officer or beneficial owner of more than
five percent of the Corporation’s outstanding voting securities (or any member
of their immediate families) engaged in any transaction with the Corporation
during 2009 in which the amount involved exceeded $120,000. It is,
however, customary and routine for directors, officers and employees of
community banks and their spouses, family members and associates to do business
with their community bank. Such a relationship, including routine
banking business, is viewed as beneficial to the Corporation and is encouraged,
so long as such relationships are fair and reasonable to the Corporation and are
entered into upon terms and conditions generally available to the public, or
similar to that which could be obtained from an independent third
party. In that regard, pursuant to the Corporation’s Code of Ethics
and business Conduct, United Bancorp may do business and have financial dealings
with directors, officers and employees and their respective spouses, family
members and associates provided either of the following criteria is
satisfied:
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·
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Such
business or financial dealings involve United Bancorp’s subsidiary bank or
any other financial services subsidiary providing banking or financial
services to such person in the ordinary course of business upon terms and
conditions generally available to the public, to the extent such
arrangements are made in compliance with all applicable banking and
securities laws and regulations; or
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·
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The
terms and conditions of such relationship have been presented to and
approved by the Audit Committee of United Bancorp’s Board of Directors,
including any “related party transaction” requiring disclosure in United
Bancorp’s annual meeting proxy statement. In the event any member of the
Audit Committee, any entity controlled by such member, or any associate or
family member of such member, proposes to provide products or services to
the Corporation, such member must recuse him or herself from the
discussion and decision about the appropriateness of such
arrangement.
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CORPORATE
GOVERNANCE AND
COMMITTEES
OF THE BOARD
The Board of Directors has adopted both
the United Bancorp, Inc. Corporate Governance Guidelines and the United Bancorp,
Inc. Code of Ethics and Business Conduct, both of which may be found on United
Bancorp’s website at www.unitedbancorp.com. The
Board of Directors of United Bancorp has standing Executive, Audit,
Compensation, and Nominating and Governance Committees. The Audit Committee has
been established in accordance with section 3(a)(58)(A) of the Exchange
Act. The membership and general function of these committees are
noted below.
7
Executive
Committee. Mr. James W. Everson, Chairman, and
Messrs. Hoopingarner, McGhee and Riesbeck are the members of the
Corporation’s Executive Committee. The Executive Committee met 4
times during 2009. The functions of this committee are to act in the
stead of the board between meetings, to receive formal vendor presentations and
to review with management and set the agenda for each board
meeting. The Executive Committee members also serve as advisory
trustees to the Corporation’s defined benefit pension plan and as trustees to
the Corporation’s 401(k) and ESOP plans.
The Executive Committee of the Board of
Directors is also responsible for ensuring that an adequate risk management
framework is in place and functioning as intended. A clear
understanding and working knowledge of the material risks inherent to the
Corporation’s activities is an absolute necessity. Material
risks routinely monitored by the Executive Committee include: market
risk; credit risk; and compliance risk. A brief description of the
Executive Committee’s function in monitoring these risks follows
below.
Market
Risk: Market risk is the exposure to loss resulting from
changes in interest rates and equity prices. The primary market risk
to which we are subject is interest rate risk. The majority of our
interest rate risk arises from the instruments, positions and transactions
entered into for purposes other than trading such as loans, available for sale
securities, interest bearing deposits, short term borrowings and long term
borrowings. Interest rate risk occurs when interest bearing assets
and liabilities reprice at different times as market interest rates
change.
The Board, through its Executive
Committee, is responsible for monitoring interest rate risk within an overall
asset/liability management framework, including monitoring the effectiveness of
the processes and control procedures used by the Bank to monitor the relative
mix of assets and liabilities. The principal components of
asset/liability management include, but are not limited to liquidity planning,
capital planning, gap management and spread management.
Credit
Risk: The risk of nonpayment of loans, or credit risk, is
inherent in commercial banking. The Board, through its Executive Committee, is
also responsible for monitoring credit risk by periodically evaluating loan
review reports generated both internally by the Bank and externally by a third
party engaged to perform a loan review analysis. The Executive
Committee attempts to reduce the Bank’s credit exposure by carefully monitoring
the concentration of its loans within specific industries and through loan
application and approval procedures.
Compliance Risk:
The banking industry is heavily regulated, and the activities and
operations of the Bank are subject to a number of detailed, complex and
sometimes overlapping laws and regulations. The Board, through its Executive
Committee, is also responsible for overseeing the Bank’s compliance with these
various laws and regulations, which include without limitation state usury and
consumer credit laws, state laws relating to fiduciaries, the Federal
Truth-in-Lending Act (Regulation Z), the Federal Equal Credit Opportunity
Act (Regulation B), the Fair Credit Reporting Act (Regulation V), the
Truth in Savings Act (Regulation DD), the Community Reinvestment Act
(Regulation BB), anti-redlining legislation and antitrust
laws. As part of this process, the Executive Committee also
monitors the effectiveness of the internal controls implemented to safeguard
against operational risks, including, but not limited to, data processing system
failures and errors, customer or employee fraud and catastrophic failures
resulting from terrorist acts or natural disasters.
8
Audit
Committee. Mr. Riesbeck, Chairman, and Messrs. Jones and
Thomas are the members of the Audit Committee. The Audit Committee
met 4 times during 2009. The functions of this Committee include the engagement
of independent auditors, reviewing with those independent auditors the plans and
results of the audit engagement of the Corporation, approving the annual audit
plan and reviewing the results of the procedures for internal auditing,
reviewing the independence of the independent auditors, reviewing the
Corporation’s financial results and Securities and Exchange Commission filings,
reviewing the effectiveness of the Corporation’s internal controls and similar
functions and approving all auditing and non-auditing services performed by its
independent auditors. The Board of Directors has adopted a written
charter for the Audit Committee which may be found on the Corporation’s website
at www.unitedbancorp.com. All members of the Audit Committee meet the
independence standards of Rule 4200(a)(15) and the audit committee
qualifications of Rule 4350(d)(2) of the National Association of Securities
Dealers listing standards. The Board of Directors has determined that Richard L.
Riesbeck is an audit committee financial expert for the Corporation and is
independent as described in the preceding sentence. The report of the
Audit Committee for 2009 appears under the caption "Report of the Audit
Committee".
Compensation Committee. Mr.
Thomas, Chairman, and Messrs. Hoopingarner and McGhee are the members of the
Compensation Committee. The Compensation Committee met 2 times during
2009. The Board of Directors has a Compensation Committee
comprised entirely of independent Directors. Director and executive
officer compensation are determined by this Committee of the Board of
Directors. The Board of Directors has adopted a Compensation
Committee Charter which may be found on the Corporation’s website at
www.unitedbancorp.com. Mr. James W. Everson, Chief Executive Officer
of the Corporation, does not participate in any deliberations or decisions
regarding his own compensation, but he may advise this committee with respect to
the compensation of other executive officers.
Nominating and Governance
Committee. The Nominating and Governance Committee is
comprised entirely of independent Directors. Mr. Hoopingarner,
Chairman, and Messrs. Jones and Riesbeck are the members of the Nominating and
Governance Committee. The Board of Directors has adopted a Nominating
and Governance Committee Charter which may be found on the Corporation’s website
at www.unitedbancorp.com. This Committee met once in 2009.
This
Committee develops and recommends to the Board corporate governance policies and
guidelines for the Corporation and for the identification and nomination of
Director and committee member candidates and recommends director candidates to
the Board of Directors for nomination in accordance with the Corporation’s
Amended Code of Regulations. In executing the latter function, the
Committee will investigate and assess the background and skills of potential
candidates. Upon identifying a candidate for serious consideration, one or more
members of the Nominating and Governance Committee would initially interview
such candidate. If a candidate merited further consideration, the
candidate would subsequently interview with all other Nominating and Governance
Committee members (individually or as a group), meet the Corporation’s Chief
Executive Officer and other executive officers and ultimately meet many of the
other Directors. The Nominating and Governance Committee would elicit
feedback from all persons who met the candidate and then determine whether or
not to recommend the candidate to the Board of Directors for
nomination.
9
United Bancorp’s Corporate Governance
Guidelines and Code of Ethics and Business Conduct set forth the following
criteria for Directors: independence (a majority of the Directors
must be independent); honesty and integrity; willingness to devote sufficient
time to fulfilling duties as a Director; particular experience, skills or
expertise relevant to the Corporation’s business; depth and breadth of business
and civic experience in leadership positions; and ties to United Bancorp’s
geographic markets. Solely for purposes of maintaining a diverse mix
of individuals on the Board of Directors, special consideration is given to
experience, skills or expertise, and the depth and breadth of their business and
civic experience in leadership positions. As currently comprised, the
Board of Directors is a diverse group of individuals who are drawn from various
market sectors and industry groups with a presence in the Bank’s
markets. Board members are individuals with knowledge and experience
who serve and represent the Company’s geographic footprint throughout the
counties and communities served. Current board representation by
outside directors demonstrates a background in regional government, insurance,
manufacturing, and retail, with the expertise of these individuals covering a
broad array of skills including corporate management, human resource management,
strategic planning, business acquisitions, and retail and small business
operations. In addition, generational attributes further broaden the
diversity of the full board. What follows is a brief description of
the particular experience and qualifications of each member of the Corporation’s
Board of Directors.
James
W. Everson
James W. Everson, Chairman, President
and Chief Executive Officer of United Bancorp, Inc., Martins Ferry, Ohio has
served as the Company’s CEO since its formation as a registered bank holding
company in 1983. Mr. Everson graduated from The Ohio State University
in 1961 with a Bachelor of Science Degree in Business Administration with a
major in Commercial Banking. He began his banking career with The
Citizens Savings Bank as a management trainee immediately upon graduation and
completion of his active duty with the Ohio Air National Guard that November. He
was appointed the Bank’s fourth President and CEO in January of 1973, at which
time the Bank had $17 million in total assets. Mr. Everson has
presided over an expansion program that began with the November 1974 opening of
the Bank’s first full service branch office in Colerain, Ohio, and which has
ultimately lead to twenty banking offices serving the Ohio Counties of Athens,
Fairfield, Hocking, Belmont, Carroll, Harrison, Jefferson and Tuscarawas through
the Bank’s Community Bank and Citizens Bank Divisions. Mr.
Everson retired from his positions as President and CEO of the Bank upon the
appointment of Scott A. Everson to the positions of President and Chief
Executive Officer of the Bank on November 1, 2004. In addition to his
positions as Chairman, President and CEO of United Bancorp, Inc., Mr. Everson
continues to serve as the Bank’s Chairman of the Board.
Mr. Everson has extensive experience
and contacts gained from being active within his Church, community and
industry. He is a life member and Elder of The First Presbyterian
Church, Martins Ferry, Ohio where he has served several terms on its Session and
the Board of Deacons. His active leadership role in the community led
to his recognition as “Citizens of the Year” by the Chamber of Commerce and
Liberty Bell recipient by the Belmont County Bar Association. In
addition, Mr. Everson has a 30 year service award as Director of the Belmont
County Auto Club, the Founding Chairman of the Eastern Ohio Regional Transit
Authority, a 45 year member of Salvation Army Board, a past President of the
former Martins Ferry Kiwanis Club, and a 20-year member of the Ohio University
Eastern Advisory Board. Mr. Everson has served as a member of The
State of Ohio Banking Commission, The Small Bank Council of The Federal Reserve
Bank of Cleveland, and he is a Past President and Chairman of The Ohio Bankers
Association.
Scott
A. Everson
Scott A. Everson was appointed to the
Board of Directors of United Bancorp, Inc. in August 2009. Mr.
Everson graduated from Westminster College in 1990 with a Bachelor’s Degree in
Business Administration/Finance. Following one year of
employment with Hewlett-Packard in the area of sales support, he joined the Bank
on a full-time basis and rose through the ranks of lending and retail banking to
become the Senior Vice President of Retail Banking of the Bank and Senior Vice
President and Chief Operating Officer of the Company in April
1999. In May 2002, he was appointed President and Chief Operating
Officer and a Director of the Bank, becoming the Bank’s Chief
Executive Officer in November 2004.
10
Mr. Everson has received additional
education throughout his career, graduating from the Ohio School of Consumer
Credit, the Ohio School of Banking, the Graduate School of Banking at the
University of Wisconsin, and the Executive Banking Institute in Austin,
Texas. In addition, he also serves on the Government Relations
Council of the Ohio Banker’s League keeping abreast of the many legislative
issues that confront the banking industry.
John
M. Hoopingarner
John M. Hoopingarner is the Executive
Director of the Muskingum Watershed Conservancy District, a position he has held
since 1989. He earned his Bachelor of Arts from Muskingum College in 1976 and
his Juris Doctor degree from Ohio Northern University School of Law in
1979.
Mr.
Hoopingarner, prior to his current position, practiced law for 10 years, was
co-owner of a Title Company and taught Real Estate Law as an
adjunct instructor at the Tuscarawas campus of Kent State
University. Mr. Hoopingarner was elected to the Board of Directors of
The Citizens-State Bank of Strasburg in 1990 and served on its Executive
Committee. He became a member of The Citizens Savings Bank Board when
The Citizens-State Bank was merged into its charter in 1999 where he now serves
as a member of its Executive Committee. He was elected to the
Company’s board in 1992 and serves as a member of its Executive Committee and
Chair of its Nominating-Governance Committee.
Mr.
Hoopingarner has extensive experience serving on boards of local and regional
nonprofit and other organizations including prior service on the boards of the
Muskingum Lakes Chapter of the American Red Cross, the Tuscarawas County YMCA,
the Tuscarawas County Board of Mental Retardation and Developmental
Disabilities, and the Ohio Association of County Boards of Mental Retardation
and Developmental Disabilities. He currently serves as a board member
for the Dover Public Library, the Water Management Association of Ohio, the Ohio
Water Advisory Council (Appointed by Governor Ted Strickland, 2007), the
Muskingum River Advisory Council, the Water Research Foundation of Ohio, the
Ohio Water Resources Council Advisory Group, and the Muskingum Watershed
Conservancy Foundation. Mr. Hoopingarner is also active in numerous
professional Associations.
Samuel
J. Jones
Samuel J. Jones owns and
operates an athletic club in Glouster, Ohio where he has over 40
years of experience owning and operating small businesses including both a
restaurant and a women’s retail clothing store. He received an A.A.B
in Business Management and Entrepreneurship from Hocking College in Nelsonville,
Ohio and completed the Executive Leadership Institute in 2007.
Mr. Jones
was a member of The Community Bank Board when it was acquired by the Company in
1998 and served as a member of its Executive Committee and Audit
Committee. He became a member of The Citizens Savings Bank board when
the Community Bank merged into its charter in July of 2007. He was
elected to the Company’s board in 2007 and serves as a member of its Audit
Committee and Nominating-Governance Committee.
11
Mr. Jones is active in community
service and is a member of the Board of Trustees for the Trimble Local Textbook
and Supplies Foundation, the Trimble Local Wall of Fame committee and is a past
member of the Board of Trustees for the Glouster Board of Public
Affairs. He was instrumental in organizing the annual Southeastern
Ohio Golden Gloves Tournament which generates revenue for the Trimble
County schools.
Mr. Jones’ recognition for outstanding
community leadership includes being chosen as the Citizen of the Year in Trimble
Township, being awarded the Colombo-McConnell Memorial Award by former West
Virginia Governor Bob Wise and being selected to both the Trimble
Local Alumni Wall of Fame and the Trimble High School Athletic Hall of
Fame. He was awarded the Athens County Rotary Service Award for
outstanding community service.
Terry
A. McGhee
Terry A. McGhee is the President and
Chief Executive Officer of Westerman, Inc., Bremen, Ohio, where he has been
employed since 1972. He was appointed President and CEO in
1993. Mr. McGhee graduated Summa Cum Laude from Ohio University in
1972 with a Bachelor of Science degree.
Mr.
McGhee became a member of the Community Bank Board in 1999 and the Company Board
in 2001. He served on the Bank’s Executive Committee and Chair of its Audit
Committee and continued serving on the Board of The Citizens Savings Bank when
the Community Bank was merged into its charter in July of 2007. He continues to
serve the Company today as a Director and as a member of its Executive Committee
and Compensation Committee.
Mr. McGhee has extensive experience
serving on numerous boards for non-profit entities, including service on the
United Way of Fairfield County Board of Trustees, the Lancaster-Fairfield County
Chamber of Commerce Board of Directors, the Lancaster Area Community Improvement
Board of Trustees, the Ohio University-Lancaster Advisory Boards, the Lancaster
Chorale Board of Directors, the Bremen Chamber of Commerce, and the QT
Consortium Board.
Richard
L. Riesbeck
Richard L. Riesbeck was appointed in
1983 as President and CEO of Riesbeck Food Markets, Inc., a privately-owned
retail firm with 1,200 employees operating 15 supermarkets in Ohio and West
Virginia. He is a graduate of Mountain State College with a
Certificate in Accounting, Wheeling Jesuit University with a Bachelor of Arts
Degree, Muskingum College with a Masters of Education Degree and Mount Vernon
Nazarene University with a Masters of Science in Management.
Mr.
Riesbeck was elected in 1984 as a Director of United Bancorp, Inc. and The
Citizens Savings Bank. He has been designated the Lead Outside
Director of the Company and Bank’s Boards of Directors and is a Member of their
Executive Committees, as well as the Chairman of the Company’s Audit Committee
where he serves as the designated “financial expert”.
12
Mr.
Riesbeck’s past board services includes 15 years of service as a board member
and committee chair for Wheeling Hospital and as a board member and chairman of
Wheeling Jesuit University. He has also served in leadership
positions with his trade association affiliations, serving as a member of the
Finance and Independent Operator Committees of the Food Marketing Institute, an
international, 2,300-member association of food wholesalers and retailers, and
is also a member of the National Association of Corporate Directors and the
American Marketing Association.
Matthew
C. Thomas
Matthew
C. Thomas graduated from Bowling Green State University in 1978 with a Bachelor
Degree in Insurance and Finance. He is President of the M.C. Thomas
Insurance Agency, Inc., an independent family-owned insurance agency located in
Bridgeport, which has operated in the Ohio Valley since 1954. He has
been recognized as one of Westfield Insurance Company’s top
producers.
Mr.
Thomas was elected in 1986 as a Director of The Citizens Savings Bank and to the
Company’s Board in 1988. He serves as a member of the Bank’s
Executive Committee and the Company’s Audit Committee and Chairs its
Compensation Committee.
Mr.
Thomas also serves on a number of non-profit boards and is a past President and
current Trustee of the Bridgeport Rotary Club, a member of the Martins Ferry
Library Board, the East Ohio Regional Hospital Board and serves as Chair of its
holding company, the Ohio Valley Health Services and Education Corporation,
Wheeling, WV.
The
Nominating and Governance Committee is empowered to engage a third party search
firm to assist it in identifying candidates, but the Committee currently
believes that the existing directors and executive management of the Corporation
and its subsidiaries have sufficient networks of business contacts to identify
candidates. The Nominating and Governance Committee did not
engage any director search firm in 2009 and, accordingly, paid no fees to any
such company. United Bancorp’s Corporate Governance Guidelines
provide also that shareholders may propose nominees by submitting the names and
qualifications of such persons to the Chairman of the Nominating and Governance
Committee. Submissions are to be addressed to the Chairman of the
Nominating and Governance Committee at the Corporation’s executive offices,
which submissions will then be forwarded to the Chairman. The
Nominating and Governance Committee would then evaluate the possible nominee
using the criteria outlined above and would consider such person in comparison
to all other candidates. The submission should be made no later than
December 31st of each
year for consideration in regard to the next annual meeting of
shareholders. The Nominating and Governance Committee is not
obligated to recommend to the Board, nor the Board to nominate any such
individual for election.
Neither
the Board nor the Nominating and Governance Committee have implemented a formal
policy regarding director attendance at the Annual
Meeting. Typically, the Board holds its annual organizational meeting
directly following the Annual Meeting, which results in most directors being
able to attend the Annual Meeting. In 2009, all United Bancorp, Inc.
Directors attended the Annual Meeting.
AUDIT
COMMITTEE REPORT
The Audit
Committee of the United Bancorp Board of Directors (the “Committee”) is composed
of three directors, each of whom is independent as defined by the National
Association of Securities Dealers’ listing standards, and operates under a
written charter adopted by the Board of Directors.
11
Management
is responsible for the Corporation's internal controls and the financial
reporting process. The independent auditors are responsible for performing an
independent audit of the Corporation's consolidated financial statements in
accordance with accounting principles generally accepted in the United States of
America, and to issue a report thereon. The Committee's responsibility is to
monitor and oversee the processes. In this context, the Committee has
met and held discussions with management and the independent
auditors. In discharging its oversight responsibility as to the audit
process, the Committee: (i) obtained from the independent auditors a formal
written statement describing all relationships between the auditors and the
Corporation that might bear on the auditors’ independence consistent with the
applicable requirements of Public Company Accounting Oversight Board (the
“PCAOB”) regarding the independent accountant’s communications with the audit
committee concerning independence; (ii) discussed with the auditors any
relationships that may impact their objectivity and independence; and (iii)
satisfied itself as to the auditors’ independence. The Committee also
discussed with management, the internal auditors and the independent auditors
the quality and adequacy of United Bancorp’s internal controls and the internal
audit function’s organization, responsibilities, budget and
staffing. The Committee reviewed both with the independent and
internal auditors their audit plans, audit scope and identification of audit
risks.
The
Committee discussed with the independent auditors matters required to be
discussed by Statement on Auditing Standards No. 61, as amended, as adopted by
the PCAOB in Rule 3200T and, with and without management present, discussed and
reviewed the results of the independent auditors’ examination of the financial
statements.
The
Committee reviewed the audited consolidated financial statements of United
Bancorp as of and for the year ended December 31, 2009, with management and the
independent auditors. Based on the aforementioned review and
discussions with management and the independent auditors, the Committee
recommended to the Board that United Bancorp’s audited consolidated financial
statements be included in its Annual Report on Form 10-K for the year ended
December 31, 2009, for filing with the Securities and Exchange
Commission. The Committee also appointed the independent
auditors.
Audit
Committee
Richard
L. Riesbeck, Chairman
Samuel J.
Jones
Matthew
C. Thomas
SELECTION
OF AUDITORS
For the
fiscal year ended December 31, 2009, BKD, LLP ("BKD") served the Corporation as
independent auditor.
The Audit
Committee has retained BKD as United Bancorp’s independent auditor for fiscal
year 2010. We expect representatives of BKD to be present at the
Annual Meeting with the opportunity to make statements if they so desire and to
be available to respond to appropriate questions raised at the Annual
Meeting.
12
PRINCIPAL
ACCOUNTING FIRM FEES
The
following table sets forth the aggregate fees billed to United Bancorp for the
fiscal year ended December 31, 2009 and 2008 by BKD.
|
2009
|
2008
|
|||||||
|
Audit
Fees
|
$ | 121,550 | $ | 117,416 | ||||
|
Audit-Related
Fees
|
46,885 | (a) | 36,000 | (a) | ||||
|
Tax
Fees
|
15,415 | (b) | 12,870 | (b) | ||||
|
All
Other Fees
|
16,060 | (c) | 12,025 | (c) | ||||
|
Total
|
$ | 199,910. | $ | 178,311 | ||||
|
(a)
|
Includes
fees for services related to benefit plan
audits.
|
|
(b)
|
Includes
fees for services related to tax compliance and tax
planning.
|
|
(c)
|
Work
related to FHLB Agreed Upon Procedures and technical accounting
research.
|
The Audit
Committee is responsible for pre-approving all auditing services and permitted
non-audit services to be performed by its independent auditors, except as
described below. The Audit Committee will establish general
guidelines for the permissible scope and nature of any permitted non-audit
services in connection with its annual review of the audit plan and will review
such guidelines with the Board of Directors. Pre-approval may be
granted by action of the full Audit Committee or, in the absence of such Audit
Committee action, by the Audit Committee Chair whose action shall be considered
to be that of the entire Committee. Pre-approval shall not be
required for the provision of non-audit services if (1) the aggregate amount of
all such non-audit services constitute no more than 5% of the total amount of
revenues paid by the Corporation to the auditors during the fiscal year in which
the non-audit services are provided, (2) such services were not recognized by
the Corporation at the time of engagement to be non-audit services, and (3) such
services are promptly brought to the attention of the Audit Committee and
approved prior to the completion of the audit. No services were
provided during 2009 by BKD, LLP pursuant to these exceptions.
PROPOSAL
# 2
ADVISORY
VOTE ON THE APPOINTMENT OF
THE
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit
Committee of the Board of Directors proposes and recommends that the
shareholders approve the selection by the Committee of the firm of BKD to serve
as its independent registered public accounting firm for the Company for the
year 2010. The firm has served as independent auditors for the Company since
2007. Action by the shareholders is not required by law in the appointment of an
independent registered public accounting firm, but their appointment is
submitted by the Audit Committee of the Board of Directors in order to give the
shareholders a voice in the designation of auditors. If the resolution approving
BKD as the Company’s independent registered public accounting firm is rejected
by the shareholders then the Committee will reconsider its choice of independent
auditors. Even if the resolution is approved, the Audit Committee in its
discretion may direct the appointment of different independent auditors at any
time during the year if it determines that such a change would be in the best
interests of the Company and its shareholders.
Proxies
in the form solicited hereby which are returned to the Company will be voted in
favor of this non-binding proposal unless otherwise instructed by the
shareholder. Pursuant to the Company’s Code of Regulations, and assuming a
quorum is present, the affirmative vote of a majority of the votes entitled to
be cast by the holders of the Company’s Common Stock present or represented at
the Annual Meeting and entitled to vote is required to approve the appointment
of BKD. Shares which are present at the meeting but not cast for or
against this proposal, such as abstentions, will have no effect on the
outcome.
13
THE
AUDIT COMMITTEE OF THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”
THE
ADOPTION OF THIS NON-BINDING ADVISORY PROPOSAL
EXECUTIVE
COMPENSATION
AND
OTHER INFORMATION
The
following information relates to compensation of management for the year ended
December 31, 2009, unless otherwise noted below. Mr. J. Everson
principally serves as Chairman, President and Chief Executive Officer of United
Bancorp, Inc. Mr. S. Everson principally serves as President and
Chief Executive Officer of The Citizens Savings Bank which is the wholly owned
subsidiary of the Company.
Compensation
Overview
Introduction. The
Compensation Committee administers our executive compensation program. The
committee, which is composed entirely of independent directors, is responsible
for reviewing and determining executive officer compensation, for evaluating the
President and Chief Executive Officer, for overseeing the evaluation
of all other officers and employees, for administering our incentive
compensation programs, for approving and overseeing the administration of our
employee benefits programs, for providing insight and guidance to management
with respect to employee compensation generally, and for reviewing and making
recommendations to the board with respect to director compensation. The
President and Chief Executive Officer participates with respect to decisions
concerning other executive officers of the Corporation.
The
Compensation Committee operates under a charter adopted by the board of
directors. The Compensation Committee annually reviews the adequacy of its
charter and recommends changes to the board for approval. The charter grants the
Committee the authority to retain and terminate advisors, including compensation
consultants, accountants and legal counsel, to assist in discharging its
duties. The Compensation Committee meets at scheduled times during
the year and also acts upon occasion by electronic written consent. The chair of
the committee reports on committee activities and makes committee
recommendations at meetings of the board of directors.
Compensation
Philosophy. Our executive compensation programs seek to achieve and
maintain equity with respect to balancing the interests of shareholders and
executive officers, while supporting our need to attract and retain competent
executive management. The Board of Directors believes a key to
attracting and retaining good management and directors is a competitive
compensation program. Toward this end, the compensation committee has
developed an executive compensation policy, along with supporting executive
compensation plans and programs, which are intended to attain the following
objectives:
|
|
§
|
Support
a pay-for-performance policy that rewards Executive Officers for corporate
performance.
|
|
|
§
|
Motivate
Executive Officers to achieve strategic business
goals.
|
|
|
§
|
Provide
competitive compensation opportunities critical to the Corporation’s
long-term success.
|
14
The
committee collects and analyzes comparative executive compensation information
from relevant peer groups, then approves executive salary adjustments.
Additionally, from time to time, the committee reviews other human resource
issues, including qualified and non-qualified benefits, and management
performance appraisals.
The
Committee uses comparisons of competitive executive pay practices taken from
banking industry compensation surveys and, from time-to-time, consultation with
independent executive compensation advisors. Peer groups and competitive
compensation practices are determined using executive compensation packages at
bank holding companies and subsidiaries of comparable size to the Corporation
and its subsidiaries.
There are
two principal components of the compensation program for all Executive Officers
of the Corporation and its commercial bank subsidiary: (i) a base
salary component and (ii) a cash bonus incentive component. Until
2006, the Corporation also had a long-term incentive compensation component in
the form of a stock option plan. Awards can no longer be made under
the plan, but the final grants that were made under the plan will not expire
until 2015. In 2008 the Corporation’s shareholders
approved The United Bancorp, Inc. 2008 Stock Incentive Plan. In
accordance with the 2008 Plan, the Company issued 180,000 restricted common
stock awards to certain Officers and Directors of the Company during
2009. The Corporation also has a 401(k) and employee stock ownership
plan and a defined benefit pension plan.
In making
its decisions regarding annual salary adjustments, the committee reviews
quantitative and qualitative performance factors as part of an annual
performance appraisal. These are established for each executive
position and the performance of the incumbent executive is evaluated annually
against these standards. This appraisal is then integrated with market-based
adjustments to salary ranges to determine if a base salary increase is
merited.
The
accounting and tax treatment of particular forms of compensation materially do
not affect the committee’s compensation decisions. However, the committee
evaluates the effect of such accounting and tax treatment on an ongoing basis
and will make appropriate modifications to its compensation policies where
appropriate.
Components
of Compensation. The elements of total compensation paid by the
Corporation to its senior officers, including the President and Chief Executive
Officer (the “CEO”) and the other executive officers identified in the Summary
Compensation Table which appears following this Compensation Overview (the CEO
and the other executive officers identified in that Table are sometimes referred
to collectively as the “Named Executive Officers”), include the
following:
|
|
•
|
Base
salary;
|
|
|
•
|
Awards
under our cash and stock-based incentive compensation
programs;
|
|
|
•
|
Awards
under our 401(k) and employee stock ownership plan;
and
|
|
|
•
|
Benefits
under our life, health and disability
plans.
|
Base Salary. The base
salaries of the Named Executive Officers are reviewed by the Committee annually
as well as at the time of any promotion or significant change in job
responsibilities. The committee reviews peer group data to establish a
market-competitive executive base salary program, combined with a formal
performance appraisal system that focuses on awards that are integrated with
strategic corporate objectives. Salary income for each Named Executive Officer
for calendar year 2009 is reported in “Salary” column of the Summary
Compensation Table, which appears following this Compensation
Overview. The base salary amounts shown in the Summary Compensation
Table include directors fees paid in 2009 for service as a director of United
Bancorp or its subsidiary bank in the following amounts for these executive
officers:
15
|
Mr.
James W. Everson
|
$ | 31,952 | ||
|
Mr.
Scott A. Everson
|
$ | 18,507 |
Effective
January 1, 2010, all executive officers of the Corporation received a cost of
living increase for 2010 of 2.75% over their previous year’s base salary, which
increase also went into effect on January 1, 2010.
Incentive Cash
Compensation. United Bancorp has established a short-term incentive
compensation plan that provides for cash awards upon the achievement of
performance targets established for each executive officer. The cash-based plan
is designed to reward achievement of short-term performance
goals. For 2009, the Compensation Committee selected goals based on
United Bancorp’s earnings per share. At the bank level, the Committee
selected goals based on growth in loans and deposits, return on assets and
return on equity. Threshold, target and maximum performance goals
were set.
The
amount of the annual cash bonus that may be earned by an executive officer is
based on his or her base salary and is weighted to reflect each participant’s
ability to affect the performance of United Bancorp, with the Chief Executive
Officer having the largest weighting. Awards under the Corporation’s
cash incentive compensation plan are generally based on the Corporation’s
earnings per share for the year and the satisfaction of bank performance
benchmarks. The exact weighting and mix of these goals varies among
the executive officers. For more information regarding the structure
of this plan, see the narrative disclosure that supplements the Summary
Compensation Table provided below. Additionally, the Chief Executive Officer may
earn a cash bonus based on acquisitions by United Bancorp and the resulting
growth in assets of the Corporation.
Long Term Restricted Stock
Awards. In keeping with the Board’s belief that key to attracting and
retaining good management and directors is a competitive compensation program,
this past year the Board, through the recommendation of its Compensation
Committee, implemented a restricted stock awards program (the “Awards Program”)
in accordance with the terms of the shareholder-approved United Bancorp, Inc.
2008 Stock Incentive Plan (the “2008 Plan”). The Awards Program
is designed to retain the services of participating individuals by requiring
them to maintain a period of continued employment with the Company before the
ownership of their respective stock award vests. Awards granted in
2009 have been structured to vest all at once (commonly known as “cliff
vesting”) nine years and six months from the date of the award. At
that time, the receipt of the shares become a fully taxable event to
participants based upon the current value of the shares, and the acceptance of
the shares is subject to the participant’s execution a non-compete agreement
which will take effect if the participant chooses to leave employment with the
Company. Under the 2008 Plan the Company has 320,000 shares remain
available for future grants.
401(k) and Employee Stock
Ownership
Plan. The
Corporation also offers a 401(k) plan, which covers all employees who have
attained the age of 18 and have completed one year of
service. Eligible employees may contribute up to $16,500 in 2009 and
employees who have attained the age of 50 years or older may contribute an
additional $6,500 in 2009. The Corporation may make a discretionary matching
contribution equal to a percentage of each participant’s elective deferral not
to exceed 6% of the participant’s annual compensation. Employer
contributions are invested in the common stock of United Bancorp, Inc. under the
Employee Stock Ownership Plan. Employee contributions are always
vested. Employer contributions become 100% vested after 3 years of
service. The Corporation’s contributions to the Employee Stock
Ownership Plan made on behalf of the Named Executive Officers are included in
the “all other compensation” column in the Summary Compensation
Table.
16
Defined Benefit Pension
Plan. The Corporation has a defined benefit pension plan which
covers all employees 21 or over who have completed 1,000 hours of service during
an anniversary year, measured from date of hire. The plan calls for benefits to
be paid to eligible employees at retirement, based primarily upon years of
service and compensation rates near retirement. Benefits at
retirement or vested termination of employment are based on years of credited
service, and the average of the highest five consecutive years of
compensation. The plan may provide monthly benefits commencing as
early as age 50, but not later than age 70, for employees who terminate
employment or retire with 5 or more years of credited service. The
plan is integrated with social security covered compensation. In
connection with his retirement as Chief Executive Officer of the Citizens
Savings Bank subsidiary of United Bancorp on November 1, 2004, Mr. James Everson
elected a lump sum distribution from the plan in 2004 reflecting his then 43
years of credited service under the plan. Under the plan provision Mr. Everson
is not eligible to participate in the defined benefit plan since his 2004
distribution.
Group Life, Health and Disability Benefits. The
Corporation provides healthcare, life and disability insurance and other
employee benefits programs to its employees, including its senior officers,
except that life insurance is not provided under the group plan to executive
officers that participate in the split-dollar life insurance arrangements
discussed more thoroughly below. The committee is responsible for
overseeing the administration of these programs and believes that its employee
benefits programs should be comparable to those maintained by other members of
the relevant peer groups so as to assure that the Corporation is able to
maintain a competitive position in terms of attracting and retaining officers
and other employees. Except for United Bancorp’s split dollar life insurance
arrangements with its executive officers and certain directors our employee
benefits plans are provided on a non-discriminatory basis to all
employees.
United
Bancorp has split-dollar life insurance arrangements with its executive officers
and certain directors that provide certain death benefits to the executive’s
beneficiaries upon his or her death. The agreements provide a pre-
and post-retirement death benefit payable to the beneficiaries of the executive
in the event of the executive’s death. The Corporation has purchased life
insurance policies on the lives of all participants covered by these agreements
in amounts sufficient to provide the sums necessary to pay the beneficiaries,
and the Corporation pays all premiums due on the policies. Under the
arrangements, directors have the right to designate beneficiaries of death
proceeds up to $100,000, subject to forfeiture of that right upon the occurrence
of certain events. The named executive officers have the right to designate
beneficiaries of death proceeds up to four times the named executive officer’s
annual base salary, subject to forfeiture of that right upon the occurrence of
certain events. The actual gross death benefit amounts payable under
this plan are disclosed under Payments and Benefits in Connection with
Termination or Change-in-Control. The economic benefit (the imputed
income amount of this insurance) for the year 2009 to the named executive
officers is included in the amounts for each of these executive officers set
forth in the Summary Compensation Table under the column “All Other
Compensation.” The economic benefit (the imputed income amount of
this insurance) for the year 2009 to the directors is set forth in the Director
Compensation Table under the column “All Other Compensation.”
2009
Executive Officer Compensation. For 2009 the executive officers named in
the Summary Compensation Table received salaries that were intended to maintain
their compensation at a competitive level. Adjustments in 2009 base
salary were based upon each Named Executive’s annual performance review, an
annual review of peer compensation, and the overall performance of the company.
These adjustments are consistent with the company’s salary budget which is
approved by the compensation committee and becomes part of the overall budget
approved annually by the board of directors.
The
Corporation provides a reasonable level of personal benefits, and perquisites to
one or more named executive officers to support the business interests of the
bank, provide competitive compensation, and to recognize the substantial
commitment both professionally and personally expected from executive
officers. The aggregate value of perquisites and personal benefits,
as defined under SEC rules, provided to each named executive officer is less
than the reporting threshold value of $10,000.
17
As part
of its compensation program the Corporation has entered into agreements with
each of the Named Executive Officers pursuant to which they will be entitled to
receive severance benefits upon the occurrence of certain enumerated events
following a change in control. The events that trigger payment are generally
those related to termination of employment without cause or detrimental changes
in the executive’s terms and conditions of employment. See Employment Contracts
and Payments Upon Termination or “Change in Control” below for a more detailed
description of these events. the Corporation believes that this structure will
help: (i) assure the executives’ full attention and dedication to the
company, free from distractions caused by personal uncertainties and risks
related to a pending or threatened change in control, (ii) assure the
executives’ objectivity for shareholders’ interests, (iii) assure the
executives of fair treatment in case of involuntary termination following a
change in control, and (iv) attract and retain key talent during uncertain
times.
Executive
Compensation. The following table
sets forth the annual and long-term compensation for United Bancorp’s Chief
Executive Officer and its three other highest paid executive
officers, as well as the total compensation paid to each individual during
United Bancorp’s last completed fiscal year.
Summary
Compensation Table
|
Name and Principal
Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)3
|
Option
Awards
($)
|
Non-Equity
Incentive Plan
Compensation ($)
|
Nonqualified
Deferred
Compensation
Earnings ($)1
|
All Other
Compensation ($) 2
|
Total ($)
|
|||||||||||||||||||||||||
|
James
W. Everson
Chairman
President &
|
2009
|
202,520 |
210,000
|
4
|
31,982 | 24,329 | 29,933 | 498,764 | ||||||||||||||||||||||||||
|
Chief
Executive Officer,
|
2008
|
196,710 | - | - | - | 122,096 | 7,741 | 24,057 | 350,604 | |||||||||||||||||||||||||
|
United
Bancorp, Inc
Principal
Position CEO
United
Bancorp, Inc.
|
2007
|
250,541 | - | - | - | 108,000 | 13,499 | 23,790 | 395,830 | |||||||||||||||||||||||||
|
Scott
A. Everson
Senior
Vice President &
|
2009
|
198,973 | 210,000 | 4 | 36,657 | 4,114 | 20,441 | 470,185 | ||||||||||||||||||||||||||
|
Chief
Operating Officer
|
2008
|
187,585 | - | - | - | 87,600 | 1,602 | 12,817 | 289,604 | |||||||||||||||||||||||||
|
United
Bancorp, Inc.
Principal
Position CEO
The
Citizens Savings Bank
|
2007
|
183,461 | - | - | - | 73,711 | 2,541 | 12,209 | 271,922 | |||||||||||||||||||||||||
|
Randall
M. Greenwood
Senior
Vice President,
|
2009
|
121,134 | 126,000 | 16,777 | - | 9,013 | 272,924 | |||||||||||||||||||||||||||
|
Chief
Financial Officer &
|
2008
|
117,600 | - | - | - | 42,335 | - | 3,937 | 163,872 | |||||||||||||||||||||||||
|
Treasurer,
United
Bancorp,
Inc.
Principal
Position, CFO,
United
Bancorp, Inc.
|
2007
|
114,000 | - | - | - | 39,048 | - | 4,678 | 157,726 | |||||||||||||||||||||||||
|
James
A. Lodes
Vice
President,
|
2009
|
111,254 | 13,768 | 5,134 | 130,156 | |||||||||||||||||||||||||||||
|
Chief
Lending Officer,
|
2008
|
108,000 | - | - | - | 34,288 | - | 4,989 | 147.277 | |||||||||||||||||||||||||
|
United
Bancorp, Inc,
|
2007
|
105,000 | - | - | - | 29,768 | - | 4,424 | 139,192 | |||||||||||||||||||||||||
|
Principal
Position, CLO,
the
Citizens Savings
Bank
|
||||||||||||||||||||||||||||||||||
1 Pursuant to the deferred
compensation plan implemented by United Bancorp, Inc. for the benefit of its
corporate directors
2 The
amounts shown in this column for the most recently completed fiscal year were
derived from the following figures: (1) contributions by United
Bancorp to its 401(k) Plan: Mr. James W. Everson, $5,117; Mr. Scott A. Everson
$8,041; Mr. Greenwood $3,634; and Mr. Lodes $3,852 (2) the economic benefit of
life insurance coverage provided for the named executive
officers: Mr. James W. Everson, $17,816; Mr. Scott A. Everson $816;
Mr. Greenwood $809; and Mr. Lodes $1,282.
3 The
amounts shown in this column relates to an award of restricted stock under the
Company’s 2008 Stock Incentive Plan.
4 The
amount shown includes $84,000 attributable to an award of restricted stock under
the Company’s 2008 Stock Incentive Plan for service on the Boards of Directors
of the Company and the Bank.
18
In
keeping with the Board’s belief that a key to attracting and retaining good
management and directors is a competitive compensation program, in 2009 the
Board, through the recommendation of its Compensation Committee, implemented a
restricted stock awards program in accordance with the terms of the
shareholder-approved United Bancorp, Inc. 2008 Stock Incentive
Plan. In accordance with that plan, the Company issued 180,000
restricted common stock awards to certain Officers and Directors of the Company
during 2009. These awards will cliff vest at the earliest of the
individuals’ normal retirement date or 9 years and 6 months from date of
grant. At December 31, 2009, no shares were vested
pursuant to these awards. However, these shares are entitled to
receive dividends and may be voted on matters requiring shareholder approval by
the respective participants. These awards were considered in the
Company’s dilutive earnings per share computation for 2009 but did not have a
material impact on such calculation.
The
Corporation maintains a cash-based incentive compensation plan, payments
pursuant to which are reported under the column headed “Non-Equity Incentive
Plan Compensation. The amount of the annual cash bonus that may be
earned by an executive officer under this plan is based on his or her base
salary and is weighted to reflect each participant’s ability to affect the
performance of United Bancorp, with the Chief Executive Officer having the
largest weighting. The multiple by which the bonus of the Chief
Executive Officer is determined under the plan is set at 25% of his base salary
for the year (the “Base Multiple”). The Base Multiple for the
Corporations Senior Vice President and Chief Operating Officer S. Everson is
25%. The Base Multiples for the Corporation’s Senior Vice President (Messrs.
Greenwood) and Vice President (Messrs. Lodes) are set at 20% of their respective
base salaries for the year.
Awards
under the Corporation’s cash incentive compensation plan are based on two
general and independent criteria: (1) the Corporation’s earnings per
share growth and/or a discretionary level of cash incentive award ; and (2) the
performance of The Citizens Bank in the following categories: loan and deposit
growth; return on average assets; and return on average equity. Under
the plan, the potential incentive award of the Corporation’s Chief Executive
Officer for the year is based upon the Corporation meeting or exceeding its
earnings per share from the previous year, while 75% and 50%, respectively, of
the Senior Vice Presidents’ and Vice Presidents’ potential bonuses are usually
determined by reference to earnings per share. The balance of their
incentive compensation is based upon their individual bank’s financial
performance. Under the Corporation’s cash incentive compensation
plan, each executive officer is entitled to receive earnings per share or
discretionary incentive awards as follows:
|
·
|
Earnings
per share equal to previous
year:
75%
of Base Multiple
|
|
·
|
05%
Increase in earnings per share over previous year: 100%
of Base Multiple
|
|
·
|
10%
Increase in earnings per share over previous year: 125%
of Base Multiple
|
|
·
|
15%
Increase in earnings per share over previous year: 150%
of Base Multiple
|
|
·
|
17%
Increase in earnings per share over previous year: 175%
of Base Multiple
|
|
·
|
20%
Increase in earnings per share over previous year: 200%
of Base Multiple
|
While the
Corporation’s earnings per share for 2009 decreased from 2008, the Compensation
Committee, after consideration of the Corporation’s performance in relation to
the overall banking industry and as part of the cash incentive compensation plan
approved by the Board of Directors, granted a discretionary incentive award to
the Corporation’s Officers at the 75% base multiple level.
19
Outstanding
Equity Awards at Fiscal Year-End
|
Option
Awards1
|
|
Stock
Awards
|
||||||||||||||||||||||||||||||||||
|
Name
|
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
|
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
|
Equity
Incentive Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options (#)
|
Option
Exercise
Price ($)
|
Option
Expiration
Date
|
Number of
Shares or
Units of
Stock That
Have Not
Vested (#)
|
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested ($)
(2)
|
Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested (#)
|
Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested ($)
|
|||||||||||||||||||||||||||
|
James
W. Everson
|
- | 1,815 | - | $ | 10.15 |
1/16/2015
|
- | - | - | - | ||||||||||||||||||||||||||
| - | - | - | - | - | 25,000 | 213,250 | ||||||||||||||||||||||||||||||
|
Randall
M. Greenwood
|
- | 13,245 | - | 9.63 |
5/15/2015
|
- | - | - | - | |||||||||||||||||||||||||||
| - | - | - | - | - | 15,000 | 127,950 | - | - | ||||||||||||||||||||||||||||
|
Scott
A. Everson
|
- | 13,245 | - | 9.63 |
5/15/2015
|
- | - | - | - | |||||||||||||||||||||||||||
| - | 12,100 | - | 12.15 |
8/23/2014
|
- | - | - | - | ||||||||||||||||||||||||||||
| - | - | - | - | - | 25,000 | 213,250 | - | - | ||||||||||||||||||||||||||||
| - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||
|
|
1.
|
All
outstanding options were awarded under the Corporations stock option plan,
which expired in 2005.
|
|
|
2.
|
Market
value of the Registrants stock as of December 31,
2009.
|
EMPLOYMENT
CONTRACTS AND PAYMENTS UPON
TERMINATION
OR “CHANGE IN CONTROL”
The
Corporation has entered into change-in-control agreements with Messrs. James W.
Everson, Scott A. Everson, Greenwood, and Lodes. The agreements
provide that Mr. James W. Everson, Mr. Scott A. Everson, Mr. Greenwood, and Mr.
Lodes will be entitled to a lump sum severance benefit in the event of their
involuntary termination of employment (other than for cause) following a "change
in control" of the Corporation, as defined in the Agreements. In the
event of a change in control and the involuntary termination of employment, the
agreements provide that: Mr. James W. Everson will receive a lump sum
cash payment equal to 2.99 times his annual compensation; Mr. Scott A. Everson
will receive a lump sum cash payment equal to 2.0 times his annual compensation;
Mr. Greenwood will receive a lump sum cash payment equal to 2.0 times his annual
compensation; and Mr. Lodes will receive a lump sum cash payment equal to 1.0
times his annual compensation.
The material terms of the Corporation’s
defined benefit pension plan, its 401(k) and Employee Stock Ownership Plan, and
the split-dollar life insurance arrangements the Corporation maintains with its
executive officers and certain directors are discussed in the section of
this proxy statement captioned “Compensation Overview.”
20
DIRECTOR
COMPENSATION
|
Name
|
Fees
Earned or
Paid in
Cash ($)
|
Stock
Awards
($)
|
Non-Equity
Incentive Plan
Compensation
($)
|
Nonqualified
Deferred
Compensation
Earnings ($)
|
All Other
Compensation
($)
|
Total ($)
|
||||||||||||||||||
|
John
M. Hoopingarner
|
30,789 | 84,000 | 0 | 1,945 | 415 | 117,149 | ||||||||||||||||||
|
Terry
A. McGhee
|
12,050 | 42,000 | 0 | 3,848 | 606 | 58,504 | ||||||||||||||||||
|
Samuel
J. Jones
|
23,085 | 84,000 | 0 | 3,010 | 452 | 110,547 | ||||||||||||||||||
|
Richard
L. Riesbeck
|
32,314 | 84,000 | 0 | 0 | 651 | 116,965 | ||||||||||||||||||
|
Matthew
C. Thomas
|
29,799 | 84,000 | 0 | 5,999 | 320 | 120,118 | ||||||||||||||||||
|
|
1
|
This
amount represents director fees reported as Salary in the Summary
Compensation Table.
|
The table
above provides information on the compensation paid to the Company’s outside
Directors during 2009. Information regarding compensation paid to J.
Everson and S. Everson, including compensation paid to each for service in their
capacities as Directors, is provided in the Summary Compensation Table and the
supplemental narrative disclosure to that table provided
above. United Bancorp compensates each director for services as a
director in the following manner: each director receives an annual retainer fee
of $7,500 regardless of board meeting attendance and $742 per meeting attended.
Each member of the Executive Committee and Compensation Committee receives $244
for each meeting attended. The Chairman of the Audit Committee
receives a annual retainer of $1,000 and $470 per Audit Committee meeting
attended, while all other members of the Audit Committee receive $293 per Audit
Committee meeting attended (other than those held in connection with a full
meeting of the Board of Directors). Amounts indicated under the “All
Other Compensation” column represent the annual economic benefit imputed to each
of the respective directors under the Corporation’s split dollar life insurance
arrangement for the year 2009.
United
Bancorp, Inc. has also established a deferred compensation plan for the benefit
of its corporate directors and the directors of its subsidiary bank. Both James
and Scott Everson participate in this plan in their capacity as directors, along
with directors Hoopingarner, Jones, McGhee and Thomas. The Plan is an
unfunded deferred compensation plan for tax purposes and for purposes of Title I
of ERISA. Amounts deferred by directors under the Plan shall remain
unrestricted assets of the Corporation, and participants have the status of
general unsecured creditors of the Corporation. Any member of the
Board of Directors who desires to participate in the Plan may elect for any
year, on or before the 31st day of December of the preceding year, to defer all
or a specified part of the fees which thereafter shall be payable to him for
services in the succeeding year. Additionally, such an election may be made at
any time within thirty (30) days following the date on which a person is elected
to the Board of Directors if such person was not a member of the Board on the
preceding December 31st, provided that such election shall apply only for fees
earned for services performed subsequent to the election for such calendar year.
A Director may also make such an election within thirty (30) days following
adoption of the Plan by such subsidiary of United Bancorp, Inc. which had not
previously participated in the Plan, provided that such election shall apply
only for fees earned for services performed subsequent to the election for such
calendar year. At least annually a Director's account balances or
credits shall be deemed to be invested in United Bancorp, Inc. Common Stock and
the Director's account shall be credited with any subsequent dividends with
respect to the Common Stock credited to his or her account.
21
When a
participating Director ceases to be a member of the Board, the Corporation shall
pay him or her in equal annual installments or at his irrevocable election, in
one lump sum, the aggregate number of shares of United Bancorp, Inc. Common
Stock, (including, without limitation shares deemed to be acquired through
reinvested dividends) that are credited to his or her account as of the close of
business on the date of the termination of his membership on the Board, together
with any cash account balance which has not yet been deemed invested in United
Bancorp, Inc. Common Stock. The annual installment payment option
shall be over a period not to exceed ten years.
Amounts
deferred by participating directors during 2009 are indicated in the table
below.
|
Name
|
Director Compensation Deferred in Last FY ($)
|
|||
|
James
W. Everson
|
31,952 | 1 | ||
|
Scott
A. Everson
|
18,507 | 1 | ||
|
Samuel
J. Jones
|
5,772 | |||
|
Terry
A. McGhee
|
5,903 | |||
|
Matthew
C. Thomas
|
7,450 | |||
|
1.
|
This
amount represents director fees reported as Salary in the Summary
Compensation Table.
|
As
discussed above in the section captioned “Compensation Overview,” in 2009 the
Board, through the recommendation of its Compensation Committee, implemented a
restricted stock awards program in accordance with the terms of the
shareholder-approved United Bancorp, Inc. 2008 Stock Incentive
Plan. In 2009, the Company issued 5,000 shares of restricted common
stock to Directors for service on each of the Company’s and the Bank’s Board of
Directors. All Directors received 10,000 shares of restricted common
stock with the exception of Terry A. McGhee, who serves only on the Board of
Directors of the Company. An additional 15,000 shares of restricted
common stock were awarded to each of Directors James Everson and Scott Everson
for service in their capacities as executive officers of the
Company. The aggregate value for all such shares of restricted stock
received by Directors James Everson and Scott Everson in their capacities as
both Directors and executive officers is reported above in the Summary
Compensation Table. All awards of restricted common stock will cliff
vest at the earliest of each individual’s respective normal retirement date or 9
years and 6 months from date of grant. Prior to vesting, these shares are
entitled to receive dividends and may be voted on matters requiring shareholder
approval by the respective participants.
SECTION
16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section
16 of the Securities Exchange Act of 1934 requires United Bancorp’s executive
officers, directors and more than ten percent shareholders (“Insiders”) to file
with the Securities and Exchange Commission and United Bancorp reports of their
ownership of United Bancorp securities. Based upon written
representations and copies of reports furnished to United Bancorp by Insiders,
all other Section 16 reporting requirements applicable to Insiders during 2009
were satisfied on a timely basis.
22
SHAREHOLDER
PROPOSALS FOR NEXT ANNUAL MEETING
AND
COMMUNICATIONS WITH
DIRECTORS
Proposals
for Inclusion in Proxy Materials
Shareholders
may submit proposals appropriate for shareholder action at the Corporation’s
Annual Meeting consistent with the regulations of the Securities and Exchange
Commission. For proposals to be considered for inclusion in the Proxy
Statement for the 2011 Annual Meeting, they must be received by the Corporation
no later than November 24, 2010. Such proposals should be directed to
United Bancorp, Inc., Attention: Chief Executive Officer, 201 South Fourth
Street, Martins Ferry, Ohio 43935.
Proposals
Other than for Inclusion in Proxy Materials
Pursuant
to the Corporation’s Code of Regulations, if the Corporation provides less than
25 days’ prior notice of the 2011 Annual Meeting date, the latest possible
cut-off for any shareholder to propose any matter to be acted upon at the 2011
Annual Meeting of Shareholders is the close of business on the 10th day following the day on
which such notice of the date of the meeting is mailed. Otherwise, in
order to be timely, a shareholder’s notice must be delivered to the principal
executive officers of the Corporation not less than 25 days prior to the meeting
date. If notice has not been provided by these respective dates, the
business may not be considered at the Annual Meeting. The proxy
cards delivered in connection with next year’s Annual Meeting will confer
discretionary voting authority, to be exercised in the judgment of the
Corporation’s Board of Directors, with respect to any shareholder proposal
received less than 45 days prior to the anniversary of the mailing date of this
year’s proxy materials, which deadline will fall on or around February 8,
2011. The Corporation also retains its authority to discretionarily
vote proxies with respect to shareholder proposals received after November 24,
2010 but prior to February 8, 2011, unless the proposing shareholder takes the
necessary steps outlined in Rule 14a-4(c)(2) under the Securities Exchange Act
of 1934 to ensure the proper delivery of proxy materials related to the
proposal.
Director
Nominations
In order
to make a director nomination at a shareholder meeting, it is necessary that you
notify United Bancorp not less
than 40 days nor more than 60 days prior to the date of the
meeting. In addition, the notice must meet all other
requirements contained in the Corporation's Code of Regulations.
Communications
with Directors
Shareholders
may communicate directly to the Board of Directors in writing by sending a
letter to the Board at: United Bancorp Board of Directors, 201 South Fourth
Street, Martins Ferry, Ohio 43935. All letters directed to the Board
of Directors will be received and processed by the Corporate Secretary and will
be forwarded to the Chairman of the Nominating and Governance Committee without
any editing or screening.
OTHER
BUSINESS
Management
is not aware of any other matter which may be presented for action at the
meeting other than the matters set forth herein. Should any matter
other than those set forth herein be presented for a vote of the shareholders,
the proxy in the enclosed form directs the persons voting such proxy to vote in
accordance with their judgment.
23
ANNUAL
REPORT TO SHAREHOLDERS
United
Bancorp's Annual Report for its fiscal year ended December 31, 2009 accompanies
this Proxy Statement but is not part of our proxy soliciting
material. Shareholders may obtain a copy of the Corporation’s annual
report on Form 10-K, including financial statements and the notes thereto,
required to be filed with the Commission pursuant to SEC Rule 13a-1 for the
Corporation’s most recent fiscal year by submitting a written request to Randall
M. Greenwood, Corporate Secretary, United Bancorp, Inc., 201 South 4th Street,
Martins Ferry, Ohio. You may also request additional copies of our
most recent Annual Report to Shareholders by submitting a written request to Mr.
Greenwood’s attention. A library of United Bancorp’s annual reports can be
accessed on the Corporation’s website at www.unitedbancorp.com.
DELIVERY
OF DOCUMENTS TO SHAREHOLDERS SHARING AN ADDRESS
The
Securities and Exchange Commission has adopted rules that allow us to deliver a
single annual report, proxy statement, proxy statement combined with a
prospectus, or any information statement to any household at which two or more
shareholders reside who share the same last name or whom we believe to be
members of the same family. This is known as
“householding.”
If you
share the same last name and address with one or more shareholders, from now on,
unless we receive contrary instructions from you (or from one of these other
shareholders), you and all other shareholders who share your home address will
receive only one copy of any of our annual report, proxy statement for our
Annual Meeting of Stockholders, proxy statement we file and deliver in
connection with any other meeting of shareholders, proxy statement combined with
a prospectus or information statement. We will include with the
household materials for our annual meetings, or any other shareholders' meeting,
a separate proxy card for each registered shareholder located at your home
address.
If you do
not wish to participate in the householding program, please contact our transfer
agent, American Stock Transfer & Trust Company, at 1-800-937-5449 to
"opt-out" or revoke your consent. If you "opt-out" or revoke your
consent to householding, each primary account holder residing at your address
will receive individual copies of the Corporation’s proxy statement, annual
report and other future shareholder mailings.
If you do
not object to householding, (1) you are agreeing that your household will only
receive one copy of future Corporation shareholder mailings, and (2) your
consent will be implied and householding will start 60 days after the mailing of
this notice, to the extent you have not previously consented to participation in
the householding program. Your affirmative or implied consent to
householding will remain in effect until you revoke it. The
Corporation shall begin sending individual copies of applicable shareholder
communications subject to householding rules to a security holder within 30 days
after revocation by the shareholder of prior affirmative or implied
consent. Your participation in the householding program is
encouraged. It will reduce the volume of duplicate information
received at your household as well as the cost to us of preparing and mailing
duplicate materials.
Additionally,
any shareholders sharing an address who continue to receive, for whatever
reason, multiple copies of shareholder materials, and who would like to receive
a single copy of such materials in the future, may do so by directing their
request to our transfer agent in the manner provided
above.
24
Most
banks and brokers are delivering only one copy of the annual report and proxy
statement to consenting street-name stockholders (you own shares in the name of
a bank, broker or other holder of record on the books of our transfer agent) who
share the same address. Those street-name stockholders who wish to
receive separate copies may do so by contacting their bank or broker or other
holder of record.
We urge you to sign
and return the enclosed proxy form as promptly as possible or vote via phone or
internet whether or not you plan to attend the meeting in
person.
25
TABLE OF CONTENTS