UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities
Exchange
Act of 1934
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 Material Pursuant to Rule 14a-12
BRITTON & KOONTZ CAPITAL
CORPORATION
(Name of
Registrant as Specified in its Charter)
______________________________________________________
(Name of
Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
[ x
] No fee
required.
[ ] Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title
of each class of securities to which transaction applies:
(2)
Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee
paid previously with preliminary materials.
[ ]
|
Check
box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of
filing.
|
(1) Amount
Previously Paid:
(2) Form,
Schedule or Registration Statement No.:
(3)
Filing Party:
(4) Date
Filed:
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page intentionally left blank]
BRITTON
& KOONTZ CAPITAL CORPORATION
500
Main Street
Natchez,
Mississippi 39120
March 23,
2010
Dear
Fellow Shareholder:
On behalf
of the board of directors, we cordially invite you to attend the 2010 Annual
Meeting of Shareholders of Britton & Koontz Capital
Corporation. The Annual Meeting will be held beginning at 3:30 p.m.,
local time, on Tuesday, April 27, 2010, on the second floor of the Tracetown
branch of Britton & Koontz Bank, N.A., 55A Sergeant Prentiss Drive, Natchez,
Mississippi. The formal notice of the Annual Meeting appears on the
next page.
Enclosed
is our proxy statement for the 2010 Annual Meeting, in which we seek your
support for the election as directors of those nominees named in the enclosed
proxy statement and your ratification of our appointment of Hannis T. Bourgeois,
LLP as our independent registered public accountant for 2010. We urge
you to review the proxy statement carefully. Regardless of the number
of shares you own, it is important that your shares be represented and voted at
the meeting.
This
proxy statement and the accompanying proxy card are first being mailed to our
shareholders on March 23, 2010. On the same date, we posted these
proxy materials on our Internet website,
https://www.proxyvote.com
. Our
Annual Report on Form 10-K for the year ended December 31, 2009, which is our
2009 Annual Report, accompanies this proxy statement and is also posted on our
Internet website.
Please
take a moment now to sign, date and mail the enclosed proxy card in the postage
prepaid envelope. If you prefer, you may vote your shares via a
toll-free telephone number or on the Internet. The accompanying proxy
card has instructions on how to vote by mail, by telephone or on the
Internet. As always, if you are the record holder of our stock, you
can vote in person at the annual meeting. The accompanying proxy statement
explains how to obtain directions to the meeting.
Your
board of directors recommends you vote
“FOR”
the election as
directors of those nominees selected by our board of directors and named in the
enclosed proxy statement and
“FOR”
the ratification of the
appointment of Hannis T. Bourgeois, LLP as our independent registered public
accountant for 2010.
We are
gratified by our shareholders’ continued interest in Britton & Koontz, and
are pleased that in the past so many of you have voted your
shares. We look forward to seeing you at the Annual
Meeting.
/s/ Robert R.
Punches
/s/ W. Page
Ogden
Robert R.
Punches W.
Page Ogden
Chairman of the
Board President
and Chief Executive
Officer
Important
Notice Regarding the Availability of Proxy Materials for
the
Shareholder Meeting to be held on April 27, 2010:
Britton
& Koontz’s 2010 proxy statement and Annual Report on Form 10-K
for
the year
ended December 31, 2009 are available at
https://www.proxyvote.com.
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page intentionally left blank]
BRITTON
& KOONTZ CAPITAL CORPORATION
500
Main Street
Natchez,
Mississippi 39120
___________
Notice
of Annual Meeting of Shareholders
to
be held on Tuesday, April 27, 2010
___________
Notice is
hereby given that the Annual Meeting of Shareholders of Britton & Koontz
Capital Corporation will be held beginning at 3:30 p.m., local time, on Tuesday,
April 27, 2010, on the second floor of the Tracetown branch of Britton &
Koontz Bank, N.A., 55A Sergeant Prentiss Drive, Natchez,
Mississippi. The Annual Meeting has been called for the following
purposes:
1.
|
To
elect three Class II directors to serve until the expiration of their
respective three-year terms in 2013 or until their successors are elected
and qualified;
|
2.
|
To
ratify our appointment of Hannis T. Bourgeois, LLP as our independent
registered public accountant for 2010;
and
|
3.
|
To
transact such other business as may properly come before the Annual
Meeting or any adjournment thereof.
|
The board
of directors has fixed the close of business on Monday, March 15, 2010, as the
record date for the determination of the shareholders entitled to notice of, and
to vote at, the Annual Meeting. Your attention is directed to, and
you are encouraged to carefully read, the proxy statement accompanying this
Notice of Annual Meeting for a more complete description of the business to be
presented and acted upon at the meeting.
All
shareholders are cordially invited to attend the meeting in
person.
Regardless
of whether you plan to attend, however, please sign and date the enclosed proxy
card and return it in the envelope provided as promptly as
possible.
If you prefer, you may vote your shares via a
toll-free telephone number or on the Internet. Instructions for
telephone and Internet voting are set forth on the enclosed proxy
card. A proxy may be revoked at any time before it is voted at the
meeting.
By Order of the Board of
Directors,
/s/ Cliffie S.
Anderson
Cliffie S. Anderson, Corporate
Secretary
Natchez,
Mississippi
March 23
, 2010
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page intentionally left blank]
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BRITTON
& KOONTZ CAPITAL CORPORATION
___________________
PROXY
STATEMENT
____________________
ANNUAL
MEETING OF SHAREHOLDERS
TO
BE HELD ON TUESDAY, APRIL 27, 2010
This
proxy statement is furnished to the shareholders of Britton & Koontz Capital
Corporation in connection with the solicitation of proxies by the board of
directors for use at the 2010 Annual Meeting of Shareholders to be held at 3:30
p.m., local time, on Tuesday, April 27, 2010, at the Tracetown branch of Britton
& Koontz Bank, N.A., 55A Sergeant Prentiss Drive, Natchez, Mississippi, as
well as in connection with any adjournments or postponements of that
meeting. In this proxy statement, Britton & Koontz Capital
Corporation is referred to as “we,” “our,” “us,” “B&K” or “the Company,” and
Britton & Koontz Bank, N.A. is referred to as “the Bank.”
Under
Securities and Exchange Commission, or SEC, rules, we are required to post this
proxy statement and our Annual Report on Form 10-K for the year ended December
31, 2009, which is our 2009 Annual Report, on the
Internet. Accordingly, on March 23, 2010, we
posted these materials on
our Internet website, https://www.proxyvote.com. We mailed these
proxy materials to our shareholders on the same date. The proxy card
has instructions on how to access our proxy materials and vote
online.
V
OTING PROCEDURES
Who is soliciting proxies from the
shareholders
?
Our board
of directors is soliciting the enclosed proxy. The proxy provides you
with the opportunity to vote on the proposals presented at the annual meeting,
whether or not you attend the meeting.
What will be
voted on at the annual meeting?
Shareholders
will vote on the following proposals at the annual meeting:
·
|
The
election of three Class II directors, who are to serve until the
expiration of their respective three-year terms in 2013 or until their
successors are elected and qualified;
and
|
·
|
The
ratification of the appointment of Hannis T. Bourgeois, LLP as our
independent registered public accountant for
2010.
|
Your
proxy also gives the proxy holders discretionary authority to vote the shares
represented by the proxy on any matter, other than the above proposals, that is
properly presented for action at the annual meeting.
Who bears
the cost of the proxy solicitation?
We bear
the cost of solicitation of proxies, including expenses incurred in connection
with preparing and mailing the proxy statement and posting the proxy materials
on the Internet. The initial solicitation will be by
mail. We have retained Broadridge Financial Solutions, Inc., or
Broadridge, to assist in the solicitation of proxies from banks, brokers and
nominees of shareholders for the annual meeting and to maintain the Internet
website on which our proxy materials will be posted. We estimate that
Broadridge’s fees will not exceed $6,000, plus out-of-pocket costs and
expenses.
Additionally,
our directors, officers and regular employees may contact shareholders to
request that they return their proxies; such contact may occur by means of the
mail, telephone, the Internet or personal contact. A director,
officer or regular employee will not receive any additional compensation for
undertaking these efforts. We will also, in accordance with SEC
regulations, reimburse brokerage firms and other persons representing beneficial
owners of our common stock for their reasonable expenses in forwarding
solicitation material to such beneficial owners.
Who can vote
at the annual meeting?
Our board
of directors has fixed the close of business on Monday, March 15, 2010, as the
record date for the 2010 annual meeting. Only shareholders of record
on that date are entitled to receive notice of and to vote at the annual
meeting. As of March 15, 2010, our only outstanding class of
securities was common stock, $2.50 par value per share. On that date,
we had 12,000,000 shares authorized, of which 2,135,466 shares were
outstanding.
How many votes
must be present to hold the annual
meeting?
A
“quorum” must be present to hold our annual meeting. A majority of
the votes entitled to be cast at the annual meeting constitutes a
quorum. Your shares, once represented for any purpose at the annual
meeting, are deemed present for purposes of determining a quorum for the
remainder of the meeting and for any adjournment, unless a new record date is
set for the adjourned meeting. This is true even if you abstain from
voting with respect to any matter brought before the annual
meeting.
What vote is required
for approval of proposals at
the annual meeting?
At the
annual meeting, you will consider two proposals: a proposal to elect three Class
II directors, and a proposal to ratify our appointment of Hannis T. Bourgeois as
our independent registered public accountant for 2010. Shareholders
are entitled to one vote for each share held on all proposals.
Directors
are elected by plurality vote. The candidates in each class who
receive the highest number of votes cast, up to the number of directors to be
elected in that class, are elected. Shareholders do not have the
right to cumulate their votes in the election of directors. The
affirmative vote of a majority of the votes cast at the annual meeting is
required for the ratification of the appointment of Hannis T. Bourgeois, LLP as
our independent registered public accountant.
For all
other proposals brought before this year’s annual meeting, if any, the proposal
is approved if the votes cast in favor of the proposal are greater than the
votes cast opposing the proposal, unless our Articles of Incorporation or
bylaws, as amended, or applicable provisions of Mississippi law require a
different vote.
How are votes cast
?
You can
vote either in person at the annual meeting (if you, rather than your broker,
are the record holder of our stock) or by proxy, whether or not you attend the
annual meeting. You can vote your shares by proxy either by mail, via
a toll-free telephone number or on the Internet. To vote your proxy
by mail, you must fill out the enclosed proxy card, date and sign it, and either
return it in the enclosed postage-paid envelope in time for us to receive it
prior to the annual meeting or attend the annual meeting and return the proxy at
that time. The proxy card sets forth the instructions for voting by
telephone and on the Internet.
If you
would like to attend the annual meeting in person and need directions, please
contact our Corporate Secretary by e-mail to cliffie@bkbank.com or by phone at
(601) 445-2482.
How will the proxy be voted
, and how are votes
counted?
If you
vote by proxy (either by properly completing and returning a paper proxy card or
voting by telephone or on the Internet), the shares represented by your proxy
will be voted at the annual meeting as you instruct, including any adjournments
or postponements of the meeting. If you return a signed proxy card
but no voting instructions are given, the proxy holders will exercise their
discretionary authority to vote the shares represented by the proxy at the
annual meeting and any adjournments or postponements as follows:
·
|
“FOR”
the election of
nominees W.W. Allen, Jr., Craig A. Bradford, D.M.D., and Vinod K. Thukral,
Ph.D., as Class II directors; and
|
·
|
“FOR”
the ratification
of the appointment of Hannis T. Bourgeois, LLP as our independent
registered public accountant for
2010.
|
If you
hold your shares in a broker’s name (sometimes called “street name” or “nominee
name”), you must provide voting instructions to your broker. If you
do not provide instructions to your broker, the shares will not be voted on any
matter on which your broker does not have discretionary authority to vote, which
generally includes non-routine matters. A vote that is not cast for
this reason is called a “broker non-vote.” Broker non-votes will be treated as
shares present for the purpose of determining whether a quorum is present at the
meeting, but they will not be considered present for purposes of calculating the
vote on a particular matter, nor will they be counted as a vote for or against a
matter or as an abstention on the matter. The ratification of
independent registered public accountant is generally considered a routine
matter for broker voting purposes, but the election of directors is no longer
considered a routine matter.
Under
Mississippi law, an abstention by a shareholder who is either present in person
at the annual meeting or represented by proxy is not a vote “cast” and is
counted neither “for” nor “against” the matter subject to the
abstention.
How are shares in
our ESOP voted?
If you
are our employee or an employee of the Bank who participates in the Britton
& Koontz Capital Corporation Employee Stock Ownership Plan, or the ESOP, you
can vote the number of shares of common stock allocated to your ESOP account,
determined as of the close of business on March 15, 2010. The trustee
of the ESOP, Argent Trust, a division of National Independent Trust Company,
acts as a proxy and actually votes the shares. If you do not submit
your voting instructions within the time required, your shares will not be
voted. If you return your instructions for your ESOP shares, but give no
specific voting directions, the trustee will vote the shares represented by the
proxy at the annual meeting and any adjournments or postponements in the manner
described in the question immediately above.
Can a proxy be revoked
?
Yes. You
can revoke your proxy at any time before it is voted. You revoke your
proxy (1) by giving written notice to our Secretary before the annual meeting,
(2) by granting a subsequent proxy either by telephone or on the Internet or (3)
by delivering a signed proxy card dated later than your previous
proxy. If you, rather than your broker, are the record holder of our
stock, a proxy can also be revoked by appearing in person and voting at the
annual meeting. Written notice of the revocation of a proxy should be
delivered to the following address: Ms. Cliffie S. Anderson, Britton &
Koontz Capital Corporation, 500 Main Street, Natchez, Mississippi
39120.
How are proxy materials
distributed?
We have
adopted a procedure called “householding,” which has been approved by the
SEC. Under this procedure, we are delivering only one copy of our
proxy statement and annual report to multiple shareholders who share the same
address and have the same last name, unless we have received contrary
instructions from an affected shareholder. This procedure reduces our
printing costs, mailing costs and fees. We will deliver upon written
or oral request a separate copy of the proxy statement and annual report to any
shareholder at a shared address to which a single copy of these materials were
delivered. To receive a separate copy of these materials, you may
contact Ms. Cliffie S. Anderson, Britton & Koontz Capital Corporation, 500
Main Street, Natchez, Mississippi 39120, by e-mail to cliffie@bkbank.com or by
phone at (601) 445-2482.
If you
are a holder of our common stock as of the record date and would like to revoke
your householding consent and receive a separate copy of the proxy statement and
the annual report in the future, please contact Broadridge, either by calling
toll free at (800) 542-1061 or by writing to Broadridge, Householding
Department, 51 Mercedes Way, Edgewood, New York 11717. You will be
removed from the householding program within 30 days of receipt of the
revocation of your consent. Any shareholders of record sharing the
same address and currently receiving multiple copies of the annual report and
the proxy statement who wish to receive only one copy of these materials per
household in the future, may contact Ms. Cliffie Anderson at the address,
telephone number or e-mail listed above to participate in the householding
program.
A number
of brokerage firms have instituted householding.
If you hold your shares in
“street name,” please contact your bank, broker or other holder of record to
request information about householding.
STOCK OWNERSHIP
Does any person or group
own 5% or more of our
common stock?
The
following table sets forth information regarding the beneficial ownership of our
common stock as of March 15, 2010, by each person or entity, including any group
(as that term is used in Section 13(d)(3) of the Securities Exchange Act of
1934, as amended, referred to as the “Exchange Act”), known to us to be the
beneficial owner of 5% or more of our outstanding common
stock. Information regarding the ESOP is also
included. Beneficial ownership has been determined under Rule 13d-3
promulgated under the Exchange Act.
Number of Shares
|
Beneficially Percent
|
Name and
Address
Owned
of Class
(1)
|
|
Hot
Creek Capital, L.L.C., Hot Creek Investors, L.P.
|
and
David M. W. Harvey
(2)
148,742
6.97%
|
6900 South McCarran Blvd., Suite
3040
|
Reno, Nevada
89509
|
|
Bazile
R. Lanneau, Jr.
(3)
125,750
5.89%
|
423 Main
Street
|
Natchez, Mississippi
39120
|
|
Britton
& Koontz Capital Corporation Employee
|
Stock
Ownership Plan
(4)
86,645
4.06%
|
500 Main
Street
|
Natchez, Mississippi
39120
|
______________
(1)
|
Based
upon 2,135,466 shares of our common stock outstanding as of March 15,
2010.
|
(2)
|
Based
on a Schedule 13G jointly filed by Hot Creek Investors, L.P. (“HC-LP”),
Hot Creek Capital, L.L.C. (“HC-GP”) and David M. W. Harvey (“Harvey”) on
June 26, 2006, with the SEC. HC-LP is the owner of record of
the shares of our common stock listed on such Schedule
13G. HC-GP is the general partner of HC-LP, and Harvey is the
principal member of HC-GP. In these capacities, HC-GP and
Harvey share voting and dispositive power with respect to shares held by
HC-LP.
|
(3)
|
Based
on information provided by Mr. Lanneau to the Company. Of the
125,250 shares listed, 34,383 are owned by a trust of which Mr. Lanneau is
co-trustee and shares voting power over the shares and 34,446 are owned by
Mr. Lanneau’s wife.
|
(4)
|
Argent
Trust, a division of National Independent Trust Company, acts as trustee
of the ESOP. All of the shares held in the ESOP are allocated
to individual participant accounts. The trustee generally votes
the shares in accordance with instructions it receives from the
participants, as described above in the question “
How are shares in our ESOP
voted?
” under the heading “Voting
Procedures.”
|
How much stock is beneficially
owned by our
directors and executive officers?
The
following table sets forth, as of March 15, 2010, the number of shares of our
common stock beneficially owned by (1) each director and nominee for director,
(2) each of our named executive officers, and (3) all directors and executive
officers as a group. Unless otherwise noted, the named persons have
sole voting and investment power with respect to the shares indicated (subject
to any applicable community property laws). The address of each
director and executive officer is the address of our executive
offices.
Number of Shares
|
Beneficially Percent
of
|
Owned
(1)
Class
(2)
|
Directors
and Nominees
|
W.
W. Allen,
Jr.
4,552
(3)
*
|
Craig
A. Bradford,
D.M.D. 23,912
(4)
1.1%
|
George
R.
Kurz
3,500
*
|
Gordon
S. LeBlanc,
Jr.
7,200
*
|
Bethany
L.
Overton
3,188
*
|
Robert
R.
Punches
12,644
*
|
Vinod
K. Thukral,
Ph.D.
48,649
(5)
2.3%
|
Named
Executive Officers
|
W.
Page
Ogden
58,839
(6)
2.8%
|
William
M.
Salters
10
,
854
(7)
*
|
Jarrett
E.
Nicholson
7,738
(8)
*
|
Directors
and executive officers as a group
|
(10
persons) 181,076
(9)
8.5%
|
______________
|
* Less
than one percent.
|
(1)
|
Includes
shares as to which the named individual, directly or indirectly, through
any contract, arrangement, understanding, relationship, or otherwise, has
beneficial ownership, the right to acquire beneficial ownership within 60
days of March 15, 2010, or shares voting power and/or investment power as
these terms are defined in Rule 13d-3 of the Exchange Act. Also
includes shares allocated to participant accounts under the ESOP, with
respect to which each individual has voting
power.
|
(2)
|
Based
upon 2,135,466 shares of our common stock outstanding as of March 15,
2010.
|
(3)
|
Includes
20 shares held by Mr. Allen as custodian for his son, 20 shares owned by
his wife, and 168 shares owned jointly with his
sister.
|
(4)
|
Includes
2,901 shares owned by Dr. Bradford’s
wife.
|
(5)
|
Includes
15,810 shares held by Thukral Holdings, LLC over which Dr. Thukral has
sole voting power. Also includes 1,500 shares owned by Dr.
Thukral’s wife and 703 shares owned by his
daughter.
|
(6)
|
Mr.
Ogden is also a director. Includes 1,667 shares that Mr. Ogden
may acquire pursuant to currently exercisable stock options, 14,413 shares
held in an IRA, 13,265 shares which have been allocated to Mr. Ogden’s
account in the ESOP and 8,000 shares representing an award of restricted
stock under the Britton & Koontz Capital Corporation 2007 Long-Term
Incentive Compensation Plan, or LTIP, with respect to which Mr. Ogden
possesses voting and dividend rights. Under the terms of this
award, the shares of restricted stock vest upon the completion of a
three-year service period.
|
(7)
|
Includes
3,260 shares that Mr. Salters may acquire pursuant to currently
exercisable stock options, 3,294 shares which have been allocated to Mr.
Salters’ account in the ESOP and 3,500 shares representing an award of
restricted stock under the LTIP with respect to which Mr. Salters
possesses voting and dividend rights. Under the terms of this
award, the shares of restricted stock vest upon the completion of a
three-year service period.
|
(8)
|
Consists
of 2,160 shares that Mr. Nicholson may acquire pursuant to currently
exercisable stock options, 2,078 shares which have been allocated to Mr.
Nicholson’s account in the ESOP and 3,500 shares representing an award of
restricted stock under the LTIP with respect to which Mr. Nicholson
possesses voting and dividend rights. Under the terms of this
award, the shares of restricted stock vest upon the completion of a
three-year service period.
|
(9)
|
To
the extent that any shares of common stock are deemed to be beneficially
owned by more than one director and/or executive officer, they are
included only once in the total number of shares beneficially owned by all
directors and executive officers as a
group.
|
Section 16
(a) Beneficial Ownership Reporting
Compliance
Pursuant
to Section 16(a) of the Exchange Act, our directors, executive officers and any
person beneficially owning more than 10% of our common stock are required to
report their initial ownership of our common stock and any subsequent changes in
that ownership to the SEC.
Based
solely upon a review of Forms 3 and 4 and amendments thereto furnished to us
during 2009, any Form 5 and amendments thereto furnished to us with respect to
fiscal year 2009, and certain written representations made by our directors and
officers, we believe that during 2009 our officers and directors complied with
all applicable Section 16(a) filing requirements, except that one report
covering one transaction for each of Mr. Ogden, Mr. Salters and Mr. Nicholson
was inadvertently filed late.
BOARD OF DIRECTORS
How many directors serve
on the board, and who
are the continuing directors?
Effective
as of the 2010 annual meeting, and assuming that all of our nominees for
director are elected at the annual meeting, a total of seven directors will
serve on our board; they also serve on the board of directors of the
Bank. Bethany L. Overton, who is not listed below, serves as a Class
I director and will retire effective as of our annual meeting because she has
reached the mandatory retirement age for directors, which is age
72. There are three classes of directors, with two directors in Class
I, three directors in Class II and two directors in Class III. The
current term of office for our Class II directors expires at the current annual
meeting, while the current term of office for our Class I directors expires at
the 2012 annual meeting and the current term of office for our Class III
directors expires at the 2011 annual meeting.
The
following information lists the directors currently serving on our board and
includes a brief discussion of the experience, qualifications and skills that
led us to conclude that each director should be and remain a member of our
board. We believe that our board of directors consists of a diverse
collection of individuals who possess the integrity, education, work ethic and
ability to work with others necessary to oversee our business effectively and to
represent the interests of all shareholders, including the qualities listed
under the question “
Who serves
on the nominating committee, and what are its responsibilities?
"
below. We have attempted below to highlight certain notable
experience, qualifications and skills for each director, rather than provide an
exhaustive catalog of each and every qualification and skill that a director
possesses. Along the same lines, the fact that we discuss a
particular qualification or skill with respect to one director but not other
directors should not be interpreted to mean that the other directors do not
possess such qualification or skill to any extent whatsoever.
|
|
Director
|
|
Name
|
Age
|
Since
|
Background,
Qualifications and Skills
|
|
|
|
|
Robert
R. Punches
(Class
I)
|
60
|
1985
|
Background:
Mr. Punches
is the Chairman of the Company’s board and is a partner in the Natchez law
firm of Gwin, Lewis & Punches, LLP.
|
|
|
|
Experience/Qualifications/Skills:
As a lawyer, Mr.
Punches brings a legal point of view to the risks and other challenges
that we face. He also provides us with insights regarding the
legal implications of our plans and strategies. Finally, Mr.
Punches has lived and done business in Natchez, Mississippi, for over 47
years. His familiarity with the city helps shape our policies
within this market.
|
|
|
|
|
Gordon
S. Leblanc, Jr.
(Class
I)
|
49
|
2009
|
Background:
Mr. LeBlanc
is a managing director of Stonehenge Capital, LLC, a national specialty
finance company focusing on private equity, tax credit finance and
structured finance, having joined the company in 1999. From
1998 to 1999, Mr. LeBlanc was a director of Banc One Capital Markets,
Inc. Prior to joining Banc One, Mr. LeBlanc served as assistant
treasurer and ultimately senior vice president and treasurer at United
Companies Financial Corporation. From 1985 to 1990, Mr. LeBlanc worked for
Premier Bank, the predecessor to Bank One, Louisiana, serving in various
positions, including commercial lender
|
|
|
|
Experience/Qualifications/Skills:
In his career, Mr.
LeBlanc has gained a broad understanding of banking and finance matters,
and he also brings to the board a familiarity with the capital
markets. He provides us with an understanding of the impact of
financial issues on our proposed
strategies.
|
W.
W. Allen, Jr.
(Class
II)
|
58
|
1989
|
Background:
Mr. Allen
is President of Allen Petroleum Services, Inc., an oil and gas exploration
and petroleum land services company. Mr. Allen is also a
partner in various timber management companies and an officer in Dutch Ann
Foods, Inc., a pie shell and tart business. Mr. Allen is also
the Chairman of the Natchez Adams County Development
Authority.
|
|
|
|
Experience/Qualifications/Skills:
Mr. Allen has owned and operated businesses for over 26
years. As a business owner, he understands the capital needs
and other challenges that many of our customers face on a daily basis; he
also understands the services that a business owner requires from its
banking relationship. We believe that Mr. Allen’s insights on
these topics help us to tailor our products, as well as our customer
service operations, to meet the needs of our customers. As
Chairman of the Natchez Adams County Development Authority, he is heavily
involved in business matters relating to Natchez, Mississippi, one of our
markets.
|
|
|
|
|
Craig
A. Bradford, D.M.D.
(Class
II)
|
54
|
1989
|
Background:
Dr.
Bradford is a dentist engaged solely in pediatric dentistry. He
is also an officer of Mount Olive Farms, LLC, a firm that raises cattle
and boards horses.
|
|
|
|
Experience/Qualifications/Skills:
Dr. Bradford brings a borrower’s and depositor’s perspective to the
board. He also provides insight on whether our products and
services are responsive to the needs of a small business
owner. As a dentist, Dr. Bradford brings a different
perspective to the challenges that our board faces.
|
|
|
|
|
Vinod
K. Thukral, Ph.D.
(Class
II)
|
65
|
2001
|
Background:
Dr. Thukral
is Chairman of Global Bancorp and Global Trust Bank, a commercial bank in
Mountain View, California. He was formerly a director of
Louisiana Bancshares, Inc., and a professor at Tulane University, New
Orleans, Louisiana. Dr. Thukral now lives in San Jose,
California.
|
|
|
|
Experience/Qualifications/Skills:
Dr. Thukral taught management studies for over 23 years, and he brings an
expertise in corporate governance to the board. His current
professional activities as chairman of Global Trust Bank provide him with
hands-on experience in addressing the opportunities and challenges facing
a community bank such as the Bank.
|
|
|
|
|
George
R. Kurz
(Class
III)
|
55
|
2005
|
Background:
Mr. Kurz is
a principal and vice president of Kurz & Hebert, a company engaged in
the sales, leasing and management of real property, and is a board member
of the Baton Rouge Growth Coalition.
|
|
|
|
Experience/Qualifications/Skills:
Mr. Kurz’s business background is in commercial real estate. He
gives the board an insight on trends in the commercial real estate markets
shaped by years of experience. In addition, the Baton Rouge
metropolitan area is our key growth market, and Mr. Kurz’s knowledge of
this area has been instrumental in developing our expansion plans for
Baton Rouge.
|
|
|
|
|
W.
Page Ogden
(Class
III)
|
63
|
2008
|
Background:
Mr. Ogden
has served as the Company’s and the Bank’s President and Chief Executive
Officer since May of 1989. He joined the Bank in February of
1988 and served as the Bank’s Senior Vice President and Senior Lending
Officer until he assumed his current positions.
|
|
|
|
Experience/Qualifications/Skills:
It is unlikely that there is any individual that has a more intimate
knowledge of our history, our current operations and our future plans than
Mr. Ogden. His insight is an essential part of formulating our
plans and strategies.
|
Are the directors independent
?
Our board
has determined that each of W.W. Allen, Jr., Craig A. Bradford, D.M.D., George
R. Kurz, Gordon L. LeBlanc, Jr., Robert R. Punches and Vinod K. Thukral, Ph.D.,
is an “independent director” as defined under Rule 5605(a)(2) of the Nasdaq
Marketplace Rules. Finally, Bethany L. Overton, who will retire from
the board effective as of annual meeting, is an “independent
director.”
In
addition to the indebtedness of some of our directors to the Bank described in
this section below under the question “
Are our directors or executive
officers indebted to the Bank?
”, the board considered other relationships
between our directors and us or the Bank when determining each director’s status
as an “independent director” under Rule 5605(a)(2) of the Nasdaq Marketplace
Rules. Mr. Punches, a partner in the law firm of Gwin, Lewis &
Punches, LLP, serves as our outside general counsel. Gwin, Lewis
& Punches, LLP provided legal services to us and to the Bank during 2009,
and we expect such relationship to continue in 2010. The board
determined that this relationship did not affect Mr. Punches’ status as an
“independent director.”
We are
not aware of any family relationships between any director, executive officer or
person nominated to become a director or an executive officer.
What is the board’s leadership
structure, and why have we
selected this structure?
Robert R.
Punches serves as chairman of the board of the Company and the Bank, while W.
Page Ogden is our Chief Executive Officer. We believe this structure
(as opposed to combining the positions of chairman and chief executive officer)
is appropriate for the Company for two primary reasons. First, having
a separate board chairman allows Mr. Ogden to completely focus on his primary
responsibilities, that is, implementing our strategic plans and managing the
day-to-day operations of the Company and the Bank. Mr. Ogden’s time
is not occupied with fulfilling the duties of the chairman of the board, such as
scheduling board meetings, delivering information from Mr. Ogden to other board
members and otherwise managing the board of directors. Second, we
believe this allows the board of directors to be more independent of the Chief
Executive Officer.
What is the board’s role in risk
oversight?
An
evaluation of the risks we face in our operations, and the steps that we are
taking to minimize these risks, is an integral part of the deliberations of the
board of directors and its committees throughout the year. The board of
directors annually reviews the Company’s risk assessments and management’s plan
for mitigating these risks. On a monthly basis, the board receives written
reports relating to credit, interest rate, and liquidity risks and communicates
with our Chief Credit Policy Officer and Chief Financial Officer on such
matters. The board, with the initial lead of the audit committee,
oversees the implementation of a formal business continuity program and receives
reports during the year in writing and in person from persons in charge of IT
and security, internal audit, compliance, Bank Secrecy Act management, and loan
review.
How are directors compensated
?
Directors
are compensated in the form of cash fees and retainer; they do not receive
options or other equity compensation or participate in any retirement or similar
benefit plan maintained by us or the Bank. During 2009, each director
received an annual retainer of $9,600 for service as a member of our board,
except that Mr. Ogden, who is both a director and an employee, received an
annual retainer of $7,200 for his service on the board. The Chairman
received an additional fee of $9,600 for service as a member of the board, while
the Vice-Chairman received an additional fee of $8,400 for his
service. In addition to these amounts, each non-employee director
serving on the board’s executive, audit, nominating and compensation committees
received a monthly fee of $150. The Bank paid a monthly fee of $150
for service on its asset and liability management committee and a monthly fee of
$300 for service on its loan committee.
The
following table sets forth the compensation paid to our non-employee directors
with respect to our 2009 fiscal year. Compensation paid to Mr. Ogden
is included in the Summary Compensation Table below, under the heading
“Executive Compensation.” The compensation committee of the board of directors
recommends the level of director compensation; the board of directors adopts or
modifies this recommendation. For more information regarding the
composition and responsibilities of this committee, please refer to the question
“
Who serves on the
compensation committee, and what are its duties?
” under the heading
“Committees of the Board of Directors” below.
Director Compensation for 2009
|
|
Name
|
Fees
Earned or Paid in Cash ($)
|
Total ($)
|
W.
W. Allen, Jr.
|
$ 25,650
|
$ 25,650
|
|
Craig
A. Bradford, D.M.D
|
15,300
|
15,300
|
|
George
R. Kurz
|
16,950
|
16,950
|
|
Gordon
S. LeBlanc, Jr.
|
15,900
|
15,900
|
|
Bethany
L. Overton
|
16,800
|
16,800
|
|
Robert
R. Punches
|
26,850
|
26,850
|
|
Vinod
K. Thukral, Ph.D.
|
15,600
|
15,600
|
|
How many meetings did the
board hold during
2009?
The board
of directors met 13 times in 2009. Each director attended at least
75% of the aggregate of all meetings held by the board and the committees on
which he or she served. The members of the board who are “independent
directors” under Nasdaq Rule 5605(a)(2) met in executive session once in
2009.
The board
of directors has no written policy as to its members’ attendance at the annual
meeting of shareholders; however, it is the practice of board members to attend
the annual shareholders meeting. Last year, the entire board attended
the annual shareholders meeting, with the exception of Dr. Thukral and Mr.
LeBlanc. We expect all of our directors to attend this year’s
meeting.
How may a shareholder communicate
with
the board?
The board
has not adopted a formal procedure that shareholders must follow to send
communications to it. However, we have an unwritten “open door”
policy for our customers and shareholders, which we believe satisfactorily
ensures that the views of shareholders are heard by the board or individual
directors, as applicable. The board does receive communications from
shareholders, from time to time, and addresses those communications as
appropriate. Shareholders can send communication to the board or any
individual director by contacting any of our executive officers, our outside
general counsel, Robert R. Punches, or our President, W. Page Ogden, in any one
of the following ways:
·
|
In
writing, to Britton & Koontz Capital Corporation, Attn: W. Page Ogden,
500 Main Street, Natchez, Mississippi
39120;
|
·
|
By
e-mail, at corporate@bkbank.com; or
|
·
|
By
phone, at (601) 445-5576 or facsimile, at (601)
445-2481.
|
Mr. Ogden
will forward written and e-mail correspondence to the appropriate
addressee. If a shareholder requests information or asks questions
that can be more efficiently answered by management, management will respond
without consulting the board of directors. Any shareholder communication
concerning employee fraud or accounting matters will be forwarded to the audit
committee. Any communication relating to corporate governance or requiring
action by the board will be forwarded to the full board.
What related person transactions
involve
our directors or executive officers?
We did
not engage in 2008 or in 2009 in any related person transactions that are
required to be disclosed under applicable SEC regulations, other than
indebtedness transactions described immediately below.
Are our directors or executive officers
indebted to the Bank?
Certain
of our directors and officers, businesses with which they are associated, and
members of their immediate families are customers of the Bank and have entered
into loan transactions with the Bank in the ordinary course of its business in
2008 and 2009. For both years, in the opinion of the board of
directors, these transactions were made in the ordinary course of business and
were made on substantially the same terms, including with respect to interest
rates and collateral, as those prevailing at the time for comparable
transactions with unrelated parties, and did not involve more than the normal
risk of collectability or present other unfavorable features.
Are there any legal proceedings
involving a
director or executive officer and the Company or the Bank?
We are
not aware of any current legal proceedings involving any of our directors or
executive officers and either the Company or the Bank.
COMMITTEES OF THE BOARD OF
DIRECTORS
Our board
of directors and the board of directors of the Bank have established various
joint committees, including the executive committee, the audit committee, the
nominating committee, the compensation committee, the trust investment
committee, the asset/liability management committee and the director’s loan
committee. The composition and functions of the audit, nominating and
compensation committees are described in more detail below.
As noted
above, Ms. Overton will retire from the board at the 2010 annual
meeting. At that time, she will also retire from the respective
committees on which she serves.
Who serves on the audit committee
, and
what are its responsibilities?
Mr. Allen
(Chairman), Dr. Bradford, Mr. LeBlanc, Ms. Overton and Dr. Thukral are
members of the audit committee. No member of the audit committee is
our employee or an employee of the Bank. Each member of the audit
committee is an “independent director” as defined in Rule 5605(a)(2) of the
Nasdaq Marketplace Rules and meets the criteria for independence under Rule
10A-3 promulgated under the Exchange Act. The audit committee has
adopted a written charter that governs its operations. A copy of the
audit committee charter is available on our website at
http://www.bkbank.com/info/investor under the link “Audit Committee
Charter.”
The board
has determined that none of the current members of the audit committee qualify
as an “audit committee financial expert” as such term is defined under SEC
rules. The board of directors has continued its search within our
local markets to locate an individual who would satisfy both the SEC’s criteria
for an audit committee financial expert and the board’s director qualifications
and who was otherwise willing to serve on our board. Our headquarters
location outside a major metropolitan area, among other factors, has contributed
to the board’s inability to find a suitable candidate. The board
intends to continue its search to identify an individual willing to serve who
meets the criteria for an audit committee financial expert and the board’s
director qualifications. If an individual is identified, the board
will first be able to increase its size and appoint such individual to the
board, and subsequently to the audit committee, at the 2010 annual
meeting.
The
purpose of the audit committee is to oversee our financial reporting process on
behalf of the board. The audit committee has sole authority to
select, evaluate, appoint and replace the independent registered public
accountant and to approve in advance all audit engagement fees and terms and
non-audit engagements with the independent registered public
accountant. The audit committee’s other duties and responsibilities
include assisting the board relating to:
·
|
The
integrity of our financial statements and financial reporting process and
our systems of internal accounting and financial
controls;
|
·
|
The
performance of the internal audit
function;
|
·
|
The
annual independent audit of our financial statements and the evaluation of
the independent registered public accountant’ qualifications, independence
and performance;
|
·
|
Our
compliance with legal and regulatory requirements, including our
disclosure controls and procedures;
and
|
·
|
The
fulfillment of the other responsibilities set out in the audit committee
charter.
|
In
addition, the audit committee is responsible for establishing procedures for (1)
the receipt, retention and treatment of complaints received by us regarding
accounting, internal accounting controls or auditing matters, and (2) the
confidential, anonymous submission by our employees of any concerns regarding
questionable accounting or auditing matters.
In 2009,
the audit committee held 10 meetings.
Who serves on the nominating committee
, and
what are its responsibilities?
The
current members of the nominating committee are Messrs. Allen, Kurz and Punches
(Chairman), each of whom is an “independent director,” as that term is defined
in Rule 5605(a)(2) of the Nasdaq Marketplace Rules. The nominating
committee has adopted a written charter that governs its
operations. A copy of the nominating committee charter is available
on our website at http://www.bkbank.com/info/investor under the link “Nominating
Committee Charter.” The nominating committee met twice in
2009.
The
nominating committee interviews, evaluates, nominates and recommends individuals
for membership on our board of directors and the committees of the
board. In assessing potential new directors, the nominating committee
specifically looks at the candidate’s qualifications in light of our needs at
that time, given the then-current mix of director attributes. The
committee’s objective is to craft a board composed of individuals having broad
backgrounds and experiences and possessing, as the whole, all of the skills and
expertise necessary to guide a publicly-traded company like us in the prevailing
business environment.
Any
potential director must possess certain minimum qualifications, qualities and
skills that are necessary for election as a director. First, a
candidate must meet the eligibility requirements set forth in our
bylaws. Candidates for director must also satisfy the following
criteria:
·
|
The
ability to represent the interests of our
shareholders;
|
·
|
“Independence”
under Rule 10A-3 promulgated under the Exchange Act and for purposes of
Rule 5605(a)(2) of the Nasdaq Marketplace Rules (except that this is not
applicable to executive officers’ service on the
board);
|
·
|
Significant
business experience in banking, or in marketing, financial, legal,
accounting or other professional
disciplines;
|
·
|
Familiarity
with and participation in the local
community;
|
·
|
Prominence
and a highly-respected reputation in their
profession;
|
·
|
A
record of honest and ethical conduct, personal integrity and independent
judgment; and
|
·
|
Sufficient
time available to devote to board activities and to enhance their
knowledge of our industry.
|
Neither
the board nor the nominating committee has adopted a formal policy with regard
to the consideration of diversity when evaluating candidates for election to the
board. However, the nominating committee does consider a candidate’s
experience, education, geographic location and difference of viewpoint when
evaluating his or her qualifications for election the board.
The
approval of the nominating committee is necessary for the candidate to be
selected as a nominee for election to the board. Nominees for
election to the board of directors are proposed to the board from various
sources, including management and members of the existing board. The nominating
committee will also consider candidates recommended by
shareholders. Such recommendations must be made in writing and must
comply with the procedures described in the following
paragraph. Recommendations must be delivered to the nominating
committee at the following address: Corporate Secretary, Britton & Koontz
Capital Corporation, 500 Main Street, Natchez, Mississippi 39120.
Shareholder
recommendations for director candidates for the 2011 annual meeting must include
a “shareholder’s notice: and be received by the Corporate Secretary within the
time periods set forth below in the “Shareholder Proposals for the 2011 Annual
Meeting” section under the heading “
Proposals to be Introduced at the
2011 Annual Meeting
.” As provided in Section 2.13 of our
bylaws, a copy of which is available upon request, the shareholder’s notice must
set forth as to each nominee:
·
|
The
reason for making the nomination;
|
·
|
All
arrangements or understandings between or among the recommending
shareholder(s) and the nominee, as well as any information that would have
to be disclosed under Item 404 of Regulation S-K if the recommending
shareholder (and any beneficial owner on whose behalf the recommendation
has been made) was the registrant;
|
·
|
All
information relating to the nominee that is required to be disclosed in
solicitations of proxies for the election of directors pursuant to
Regulation 14A under the Exchange Act;
and
|
·
|
The
nominee’s written consent to being named in the proxy statement and to
serve as a director if elected.
|
The
shareholders’ notice must also set forth the name and address of the nominating
shareholder and information relating to, among other things (1) all direct and
indirect ownership interests (including hedges, short positions and
derivatives), economic incentives and proxies to vote our stock held by the
shareholder, and (2) all other information that the shareholder would be
required to disclose under Section 14 of the Exchange Act in connection with the
solicitation of proxies by such shareholder. If a shareholder intends
to recommend a nominee for election as director or proposes any other business
for consideration at an annual shareholders meeting on behalf of the beneficial
owner of the shares that the recommending shareholder is the record owner of,
the recommending shareholder must also provide the information described above
with respect to such beneficial owner. Any shareholder wishing to
nominate a candidate for election as a director should consult our bylaws for a
complete description of the informational and procedural requirements for
shareholder nominations of director candidates.
The board
may choose not to consider an unsolicited recommendation if no vacancy exists on
the board and the board does not perceive a need to increase the size of the
board. When it considers an unsolicited recommendation, the board
uses the same criteria as the nominating committee to evaluate the recommended
candidate.
Who serves on the compensation
committee,
and what are its responsibilities?
General.
The
compensation committee consists of Mr. Allen, Dr. Bradford, Mr. Punches
(Chairman) and Dr. Thukral. Each member of the compensation committee
is an “independent director,” as defined under Rule 5605(a)(2) of the Nasdaq
Marketplace Rules. Each member is also a “non-employee director,” as
defined in Rule 16b-3 promulgated under the Exchange Act, and, with the
exception of Mr. Punches, each qualifies as an “outside director” within the
meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended, or
the Code.
The
compensation committee has adopted a written charter that governs its
operations. A copy of the compensation committee charter is available
on our website at http://www.bkbank.com/info/investor under the link
“Compensation Committee Charter.”
Committee
Functions.
The compensation committee recommends to the board
of directors the amount and type of compensation for our executives and our
directors. The members of the board who are independent directors for
purposes of the Nasdaq Marketplace Rules finally determine the compensation that
is paid to our executives and directors.
Philosophy and Purpose.
The
fundamental purpose of our executive compensation program is to assist us in
achieving our financial performance goals and strategic objectives, which during
2009 were (1) growth in earnings per share, (2) reduction of non-interest
expenses, (3) increasing the Bank’s commercial loan portfolio, and (4)
furthering the expansion of our presence in our current markets. Our
compensation program has three basic goals that are intended to advance these
goals and objectives:
·
|
To
retain and motivate our executive officers, including the “named
executives officers” (see the “Executive Compensation” section
below);
|
·
|
To
reward our executives upon the achievement of corporate, business unit and
individual performance goals and progress toward our quantitative
strategic objectives; and
|
·
|
To
align each executive’s interests with the creation of shareholder
value.
|
The four
elements of our compensation program, base salary, annual or short-term cash
incentives, equity-based compensation, and perquisites, welfare
benefits and retirement plans, have been designed by the committee and the board
to achieve the goals of our compensation program.
Role of Our Executive
Officers.
Our executive officers compile and provide information, make
recommendations for the committee’s and the board’s consideration and assist in
the management and administration of our executive benefit
plans. Their responsibilities may include, but are not limited to,
the following:
·
|
Recommending
pay levels and grants and awards for key executive officers, other than
our chief executive officer;
|
·
|
Recommending
changes to ensure that our compensation programs remain competitive and
aligned with our strategic objectives;
and
|
·
|
Providing
information to the committee and the board, including but not limited to
(1) information concerning Company and individual performance, (2)
information concerning the attainment of our strategic objectives, (3) the
common stock ownership of each executive and his option holdings, (4)
equity compensation plan dilution, and (5) peer group compensation and
performance data.
|
Our
executive officers may attend the meetings of the committee, at its request,
except that our chief executive officer, Mr. Ogden, is not present during the
deliberations of his compensation.
Other.
Each of the
committee and the board may delegate its respective authority to subcommittees
as it deems appropriate, and it may engage accountants, attorneys and
consultants in its discretion. Although the compensation committee
has the authority to engage compensation consultants, it did not do so in
2009.
The
compensation committee met two times in 2009. A portion of each of
the committee’s meetings in 2009 was an executive session during which none of
our executive officers was present.
EXECUTIVE OFFICERS
Who are our executive
officers?
W. Page
Ogden, William M. Salters and Jarrett E. Nicholson are our executive
officers. The following table sets forth biographical information
about Mr. Salters and Mr. Nicholson. Because he is also a member of
our board of directors, biographical information about Mr. Ogden appeared
previously under the heading “Board of Directors.” The following is a
brief summary of the business experience of Mr. Salters and Mr.
Nicholson:
|
|
|
|
|
Officer
|
|
|
Name
|
Since
|
Age
|
Position
|
William
M. Salters
|
2004
|
54
|
Chief
Financial & Accounting Officer and Treasurer of the Company and the
Bank.
|
|
|
|
|
Jarrett
E. Nicholson
|
2008
|
39
|
Chief
Operating Officer and Chief Credit Policy Officer of the Company and the
Bank
|
William M. Salters
has served
as our and the Bank’s Chief Financial Officer since June, 2004. He
joined the Bank in July of 1993 when we acquired Natchez First Federal Savings
Bank. Since then he has served as the Bank’s Vice President in charge
of credit administration and Senior Vice President and Controller in charge of
financial and regulatory reporting. Mr. Salters was previously
employed by Natchez First Federal Savings Bank where he served as Vice President
and Treasurer in charge of various areas including accounting, loan servicing
and teller administration.
Jarrett E. Nicholson
has
served as Chief Operating Officer and Chief Credit Policy Officer since April,
2008. He joined the Bank in September, 1993 and served in various
capacities at the Bank until he assumed his current position. Prior
to becoming Chief Operating Officer and Chief Credit Policy Officer, Mr.
Nicholson served as a Senior Vice President and Regional Credit Officer for the
Bank.
Mr. Ogden
has entered into an employment agreement with us, while Mr. Salters and Mr.
Nicholson are appointed annually by the board of directors and serve at the
discretion of the board. The material terms of our employment
agreement with Mr. Ogden are described under the question “
Have we entered into employment
agreements with our named executive officers?
” in the “Executive
Compensation” section that follows.
EXECUTIVE COMPENSATION
The
following tables and accompanying disclosures describe the compensation of our
named executive officers, or NEOs. Our NEOs are Mr. Ogden, Mr.
Salters, Mr. Nicholson and Mr. Mancuso. As noted above, the
compensation committee recommends to the board the compensation to be paid to
our NEOs; the members of the board who are independent directors for purposes of
the Nasdaq Marketplace Rules finally determine the named executive officers’
compensation.
Summary Compensation Table
(2009
Fiscal Year)
Name
and
Principal
Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
(1)
|
Option
Grants
($)
(1)
|
All
Other Compensation ($)
|
Total
($)
|
W.
Page Ogden
President,
Chief Executive Officer
|
2009
2008
|
$170,000
170,000
|
$55,000
54,000
|
$14,484
—
|
$18,105
—
|
$201,266
(2)
34,472
|
$458,855
258,472
|
William
M. Salters
Chief
Financial Officer
|
2009
2008
|
$135,000
134,317
|
$30,000
25,000
|
$5,432
—
|
—
—
|
$21,017
(3)
13,398
|
$191,449
172,715
|
Jarrett
E. Nicholson
Chief
Operating Officer
|
2009
2008
|
$135,000
135,000
|
$30,000
25,000
|
$5,432
—
|
—
—
|
$26,825
(4)
23,049
|
$197,257
183,049
|
______________
(1)
|
The
dollar amounts of restricted stock awards and stock option grants reflect
the aggregate grant date fair value determined as of the date of award or
grant, in each case calculated in accordance with Financial Accounting
Standards Board Accounting Standards Codification Topic 718, “Stock
Compensation.” Neither restricted stock awards nor stock object
grants are subject to performance conditions. Please refer to
Note A, “Summary of Significant Accounting Policies,” and Note J,
“Employee Benefit Plans,” in the Notes to Consolidated Financial
Statements in our Annual Report on Form 10-K for the year ended December
31, 2009, for details regarding the assumptions we made to derive the fair
value of our restricted stock awards and stock option
grants. The material terms of our restricted stock awards and
stock option grants are set forth in this section below under the question
“
What equity
compensation do we provide to our named
executives?
”
|
(2)
|
Consists
of $167,149 accrued to Mr. Ogden under his Salary Continuation Agreement
(compared to $5,632 accrued in 2009), $9,200 in director fees for service
on our and the Bank’s board of directors (all of which were paid in cash),
Company contributions to the 401(k) plan of $6,845, Company-paid life
insurance premiums of $365, Company-paid medical and dental insurance
premiums of $4,380, the value of the Company-owned automobile used by Mr.
Ogden in the amount of $9,139 and club membership dues of
$4,188. The reason for the increase in the amount accrued to
Mr. Ogden under his Salary Continuation Agreement is that, upon reaching
age 62, Mr. Ogden became 100% vested in his benefit, instead of 50% vested
as in prior years.
|
(3)
|
Consists
of $5,400 in Company contributions to the 401(k) plan, Company-paid life
insurance premiums of $387, Company-paid medical and dental insurance
premiums of $4,380, club membership dues of $2,650 and an automobile
allowance of $8,200.
|
(4)
|
Consists
of $5,400 in Company contributions to the 401(k) plan, Company-paid life
insurance premiums of $387, Company-paid medical and dental insurance
premiums of $4,380, club membership dues of $4,658 and an automobile
allowance of $12,000.
|
How does our bonus
program operate?
Each
year, the board of directors budgets an aggregate amount that will be paid in
the form of a cash bonus to all employees, including our named executives. At
its meeting in January of each year, the board analyzes progress toward our
performance goals and strategic objectives and various other factors that it
deems relevant. The board then determines how much each of our named executives
contributed toward our goals and objectives and allocates a cash bonus on that
basis. No specific formula is used; the board’s decisions are largely
discretionary. Cash bonuses paid to our named executives are listed
on the Summary Compensation Table above. On average, each named executive
received a cash incentive in the amount of
$38,333
.
Have we entered into
employment agreements with our
named executive officers?
We are
party to an employment agreement with Mr. Ogden. Mr. Ogden is our
most senior executive and plays an integral role in our success. We
believe that his employment agreement, as well as the Salary Continuation
Agreement discussed below, creates a retention device and demonstrates our
loyalty to him. The material terms of Mr. Ogden’s employment
agreement are described below.
Position and
Term.
Mr. Ogden will serve as our President and Chief
Executive Officer. The initial term of the employment agreement
expires on December 31, 2012; the agreement provides for two successive one-year
renewal terms, each expiring on December 31st. The agreement
automatically renews, unless either we or Mr. Ogden give notice of non-renewal
at least 90 days prior to the expiration of the applicable term.
Compensation and
Benefits.
The board of directors or the compensation committee
reviews Mr. Ogden’s salary at least annually. For 2009, Mr. Ogden’s annual
salary was $170,000. For 2010, the board elected to maintain Mr.
Ogden’s salary at its 2009 level. Mr. Ogden is eligible to
participate in bonus and incentive plans and employee benefit plans that we and
the Bank maintain for our senior executives and employees. We provide
Mr. Ogden with a company-owned automobile and reimburse him for his membership
dues in country clubs.
Termination.
If
Mr. Ogden’s employment terminates because he dies, becomes disabled or retires,
or because the term of the employment agreement expires without further renewal,
Mr. Ogden (or his estate, as applicable) will receive a payment of the target
amount of his incentive bonus for the year in which his employment terminates,
pro rated to reflect his actual period of service during the
year. (If a target is not then in effect, his average bonus for the
two preceding fiscal years will be used to determine the amount of the
payment.) Payment will be made on the date that our incentive bonus
is ordinarily payable. The employment agreement describes when Mr.
Ogden will be considered “disabled” or to have “retired.”
If the
Company terminates Mr. Ogden’s employment for “cause” or he voluntarily
terminates his employment, we will pay Mr. Ogden only such amounts or benefits
as are accrued and required by law to be paid. In addition, he will forfeit any
stock options, restricted stock and other awards then subject to forfeiture
conditions or holding period limitations. Generally, “cause” includes
(1) Mr. Ogden’s commission of willful misconduct materially injurious to us, (2)
his indictment for a felony or a crime involving moral turpitude, (3) the
willful breach of his applicable agreement that is not cured after notice, or
(4) the willful failure to perform the duties of his position.
If we
terminate Mr. Ogden’s employment without cause, he will receive the following
payments: (1) an amount equal to his annual base compensation then in effect,
payable in a lump sum 30 days after termination; (2) the target amount of his
incentive bonus (or average if no target is then in effect) for the year in
which the termination occurs, prorated to reflect his actual service during the
year and payable on the date the bonus is ordinarily payable; and (3) if he
and/or his dependents elect to continue group medical coverage under Internal
Revenue Code Section 4980B (that is, COBRA), the amount of the continuation
coverage premium for the same type and level of coverage as received during his
employment for the period such coverage is actually continued, limited to 12
months. Mr. Ogden will vest in the number of shares of restricted
stock awarded to him (if any) in the year his termination occurs, prorated to
reflect his actual service during the year.
Change in
Control.
If we terminate Mr. Ogden’s employment without cause
or he terminates his employment for “good reason” within 24 months following a
“change in control” of the Company, Mr. Ogden will receive, in lieu of the
compensation and benefits described above, a payment equal to his annual base
compensation then in effect and the target amount of his incentive bonus for the
year in which the termination occurs (or average if no target is then in
effect), without proration. Such payment will be made 30 days after
termination. In addition, we will pay his COBRA continuation premiums
for up to 12 months following his termination. Finally, all of Mr.
Ogden’s stock options shall be immediately exercisable and all restrictions on
shares of restricted stock awarded to him shall lapse or be deemed satisfied on
the day of such termination.
Under the
employment agreement, the term “change in control” generally refers to: (1) the
acquisition by an unrelated person of not less than 50% of our common stock; (2)
the sale of all or substantially all of our assets; (3) a merger in which we are
not the surviving entity; or (4) a change in a majority of the members of our
board of directors that occurs within a specified period. “Good
reason” includes (1) a material reduction in Mr. Ogden’s base compensation or
his authority, duties or responsibilities, (2) our breach of the employment
agreement, or (3) a material relocation of Mr. Ogden from where he currently
works.
Other
Provisions.
The employment agreement also imposes
noncompetition, nonsolicitation, confidentiality and other obligations on Mr.
Ogden both during and after his employment terminates. If he fails to satisfy
these obligations, we may suspend or cancel any payments or benefits due to Mr.
Ogden.
What equity
compensation do we provide to our named
executives?
We
maintain the Britton & Koontz Capital Corporation 2007 Long-Term Incentive
Compensation Plan, or LTIP, under which stock options may be granted and
restricted stock may be awarded. The board believes that grants and
awards of equity compensation may be an effective method to align the interests
of our named executives with the interests of our shareholders; the board also
uses equity compensation to create performance-based incentives and to operate
as a retention device.
Grants or
awards are not made on a regular or recurring basis. Instead, each
year the board evaluates the aggregate compensation otherwise paid or payable to
our executives and their current share ownership and determines whether
additional compensation in the form of our common stock is
appropriate. In 2009, we granted Mr. Ogden 5,000 stock options, and
we awarded Mr. Ogden 4,000 shares of restricted stock and Mr. Salters and Mr.
Nicholson 1,500 shares of restricted stock each.
When
stock options are granted, the exercise price is always fair market value, that
is, the closing market price of our common stock on the date of the grant as
quoted on The NASDAQ Capital Market (or on the immediately preceding trading
date if shares are not traded on the grant date). Because the
board does not make grants on a recurring basis, its practice is to determine
the appropriate vesting schedule and expiration date at the time of grant,
taking into consideration current practice and market conditions and the
purposes of the grant. We do not backdate options or grant options
retroactively.
The
following table includes information about unexercised stock options held by our
named executives as of December 31, 2009. None of our named executive
exercised any of his stock options in 2009.
Outstanding Equity Awards
at December 31,
2009
|
Option
Awards
|
|
Stock
Awards
|
Name
and
Principal
Position
|
Number
of Securities Underlying Unexercised Options (#)
Exercisable
|
Number
of Securities Underlying Unexercised Options (#)
Unexercisable
|
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
($)
|
W.
Page Ogden
President,
Chief Executive Officer
|
—
|
5,000
(1)
|
$10.20
|
02/16/19
|
|
4,000
4)
|
$46,000
|
William
M. Salters
Chief
Financial Officer
|
1,500
1,760
|
1,500
(2)
240
(3)
|
19.02
14.50
|
05/30/12
11/20/11
|
|
1,500
(4)
|
$17,250
|
Jarrett
E. Nicholson
Chief
Operating Officer
|
1,500
660
|
1,500
(2)
90
(3)
|
19.02
14.50
|
05/30/12
11/20/11
|
|
1,500
(4)
|
$17,250
|
______________
(1)
|
The
Company granted options on February 17, 2009, to vest 33.3% beginning
February 17, 2010, and each February 17th
thereafter.
|
(2)
|
The
Company granted options on June 19, 2007, to vest 25% beginning June 1,
2008, and each June 1st thereafter.
|
(3)
|
The
Company granted options on November 20, 2001, to vest 11% beginning June
1, 2002, and each June 1st
thereafter.
|
(4)
|
The
Company awarded shares of restricted stock on February 17, 2009, to vest
33.3% beginning February 17, 2010 and each February 17th
thereafter. Such shares are not subject to performance
conditions.
|
What retirement
benefits do we offer our named
executives?
We offer
to all our eligible employees, including our named executives, participation in
a tax-qualified 401(k) plan, which is intended to encourage savings for
retirement on a tax deferred basis. Subject to applicable limits
imposed under tax law, eligible employees may elect to defer up to 100% of their
compensation. We provide matching contributions on a discretionary
basis, usually 100% of the first 3% of each employee’s contribution plus 50% of
the next 2% of each employee’s contribution, and we may elect to make an
additional profit-sharing contribution. Matching and profit sharing
contributions vest incrementally during a six-year service
period. The plan provides for the distribution of account balances
following termination of employment, generally in the form of a single sum
payment. The footnotes to the Summary Compensation Table include
information about our plan contributions for the benefit of our named executives
in the 2009 fiscal year.
We also
maintain the ESOP, which is a tax-qualified employee stock ownership plan, to
which we make discretionary contributions. Our contributions are
allocated on the basis of compensation to the individual accounts of eligible
employees. The contributions are invested in our common
stock. Benefits vest incrementally during a six-year service
period. Benefits are usually paid in the form of our common stock
following the termination of employment.
We have
entered into a Salary Continuation Agreement with Mr. Ogden, which is intended
to supplement the benefits payable to him from our tax-qualified retirement
plans. The agreement provides for equal annual payments during the
15-year period following the later of (1) Mr. Ogden’s attainment of age 65, or
(2) his separation from service. The benefit payable under the
agreement is based upon on Mr. Ogden’s age when his separation from service
occurs; the maximum annual benefit payable under the agreement is
$40,000. If Mr. Ogden’s employment had ceased as of December 31,
2009, he would have been eligible to receive $37,839 annually, during the
15-year period following his 65th birthday.
The
Salary Continuation Agreement also provides benefits in the event of Mr. Ogden’s
death or a change in control. If Mr. Ogden dies while he is employed,
his beneficiaries will be paid the maximum annual benefit, $40,000, during the
15-year period following the date of his death. If he dies after his
installment payments have commenced, his beneficiaries will receive the
remaining payments. If a change in control occurs, Mr. Ogden
will be entitled to receive the maximum annual benefit, except that he must
forfeit any portion that constitutes an “excess parachute payment” under Code
Section 280G. For purposes of the agreement, the term “change in
control” means that a person or group has acquired 50% or more of the total fair
market value or voting power of the common stock of the Company or the Bank, as
determined by our board of directors.
Mr.
Ogden’s benefit under the Salary Continuation Agreement is subject to forfeiture
if he is terminated for cause. The agreement also contains a
non-competition covenant during the three-year period after his employment
ceases for any reason. If he breaches this covenant, we may cease all
further payments.
Will any of our named
executives receive any payments
upon termination of employment or upon our change in control?
Yes. As
described more fully in the questions
“Have we entered into employment
agreements with our named executive officers?”
and
“What retirement benefits do we
offer our named executives?,”
each in this section entitled “Executive
Compensation,” Mr. Ogden’s employment agreement provides for certain cash
payments in the event of his separation from service, including a separation
connection with a change in control. If Mr. Ogden separated from
service as of December 31, 2009, he would have received the following
amounts:
|
Change
in Control
|
Retirement
|
Involuntary
Separation
Without
Cause
|
Annualized
Base Compensation
|
$170,000
|
---
|
$170,000
|
Bonus
|
|
|
|
Health
Plan Premiums
(1)
|
$6,994
|
---
|
$6,994
|
Annualized
Salary Continuation
(2)
|
$40,000
|
$37,839
|
$37,830
|
(1)
Aggregate
amount; premiums are payable monthly for a maximum of 12
months.
(2)
Payable
no earlier than age 65.
We do not
provide cash payments to our other named executives in the event of a change in
control or severance, but our LTIP provides that any outstanding options will be
deemed fully vested and exercisable until the later of six months following a
change in control change or the expiration of its original term and that any
restriction or condition then applicable to shares of restricted stock will be
deemed satisfied. Under the LTIP, the term “change in control”
generally refers to:
·
|
The
acquisition by a person or group of more than 50% of the fair market value
or total voting power of our common
stock;
|
·
|
The
change in a majority of the members of our board during a rolling 12-month
period without the approval of a majority of the existing members or that
a person or group acquires common stock representing 35% or more of our
total voting power during a rolling 12-month period;
or
|
·
|
The
sale of at least 40% of the fair market value of our
assets.
|
If a
change in control occurred as of December 31, 2009, each of Mr. Salters and Mr.
Nicholson would have fully vested in their respective stock options, but none of
these stock options were “in the money” on December 31, 2009.
INDEPENDENT
REGISTERED PUBLIC ACCOUNTANT
Who are our auditors
?
Our
consolidated financial statements for the year ended December 31, 2009, were
audited by the firm of Hannis T. Bourgeois, LLP. A representative of
Hannis T. Bourgeois, LLP is expected to be present at the annual
meeting. If present, the representative will have the opportunity to
make a statement if he or she desires to do so and will be available to respond
to appropriate questions.
What fees were paid
to the auditors in 2009 and
2008?
Fees
billed by Hannis T. Bourgeois, LLP for professional services rendered for the
fiscal years ending December 31, 2009 and 2008 are shown below.
|
|
2009
|
|
|
2008
|
|
Audit
Fees
(1)
|
|
$
|
103,050
|
|
|
$
|
85,500
|
|
Audit-Related
Fees
(2)
|
|
|
1,826
|
|
|
|
730
|
|
Tax Fees
|
|
|
—
|
|
|
|
—
|
|
All
Other Fees
|
|
|
—
|
|
|
|
—
|
|
Total
|
|
$
|
104,876
|
|
|
$
|
86,230
|
|
______________
(1)
|
“Audit
Fees” include amounts paid for the audit of our annual financial
statements and review of the financial statements included in our Forms
10-Q in 2008 and 2009 and other regulatory
filings.
|
(2)
|
“Audit-Related
Fees” consist of fees for assurance and related services that are
reasonably related to the performance of the audit or review of our
financial statements. This category includes fees related to
the audit and attest services not required by statute or regulations, due
diligence related to mergers, acquisitions and investments, employee
benefit plan audits and consultations concerning financial accounting and
reporting standards.
|
In
accordance with the procedures set forth in its charter, the audit committee
pre-approves all auditing services and permitted non-audit services (including
fees and terms of those services) to be performed for us by our independent
registered public accountant prior to the engagement of the independent
registered public accountant with respect to such services, subject to the de
minimis exceptions for non-audit services permitted by the Exchange Act, which
are approved by the audit committee prior to the completion of the
audit. For fiscal years 2008 and 2009, none of the fees listed above
were covered by the de minimis exception for non-audit services permitted by the
Exchange Act. The audit committee has considered whether the
provision of services by Hannis T. Bourgeois, LLP for us other than audit
services is compatible with maintaining Hannis T. Bourgeois, LLP’s independence
and has concluded that it is compatible.
REPORT OF THE AUDIT
COMMITTEE
The
information provided in this section shall not be deemed to be proxy “soliciting
material” or to be “filed” with the SEC or subject to its proxy regulations or
to the liabilities of Section 18 of the Exchange Act. The information
provided in this section shall not be deemed to be incorporated by reference
into any filing under the Securities Act of 1933, as amended, or the Exchange
Act.
Management
has the responsibility of preparing our financial statements and Hannis T.
Bourgeois, LLP, our independent registered public accountant, has the
responsibility for the audit of those statements. The audit committee
oversees our financial reporting process on behalf of the board of
directors. The audit committee has sole authority to select,
evaluate, appoint and replace the independent registered public
accountant. The audit committee’s other duties and responsibilities
include assisting the board relating to:
·
|
The
integrity of our financial statements and financial reporting process and
our systems of internal accounting and financial
controls;
|
·
|
The
performance of the internal audit
function;
|
·
|
The
annual independent audit of our financial statements, the engagement of
the independent registered public accountant and the evaluation of the
independent registered public accountant’s qualifications, independence
and performance;
|
·
|
Our
compliance with legal and regulatory requirements, including our
disclosure controls and procedures;
and
|
·
|
The
fulfillment of the other responsibilities set out in the audit committee
charter.
|
The audit
committee, in fulfilling its oversight responsibilities, reviewed and discussed
our audited financial statements for the year ended December 31, 2009, with
management, including a discussion of the quality, not just the acceptability,
of the accounting principles, the reasonableness of significant judgments, and
the clarity of disclosures in the financial statements.
The audit
committee held 10 meetings during 2009. The meetings were designed to
facilitate and encourage private communication between the audit committee, our
internal auditors and the independent registered public
accountant. The audit committee discussed with our internal auditors
and the independent registered public accountant the overall scope and plan of
their respective audits. The audit committee met with the internal
auditors and the independent registered public accountant, with and without
management present, to discuss the results of their examinations, their
evaluation of our internal controls, and the overall quality of our financial
reporting.
During
these meetings, the audit committee reviewed and discussed the audited financial
statements with management and the independent registered public
accountant. The audit committee reviewed with the independent
registered public accountant their judgments as to the quality, not just the
acceptability, of our accounting principles and such other matters as are
required to be discussed with the audit committee under generally accepted
auditing standards, including, without limitation, the matters required to be
discussed by the Statement on Auditing Standards No. 61, as amended (AICPA,
Professional Standards
,
Vol. 1. AU section 380), as adopted by the Public Company Accounting Oversight
Board in Rule 3200T. In addition, the audit committee has received
the written disclosures and the letter from the independent registered public
accountant required by applicable requirements of the Public Company Accounting
Oversight Board regarding the independent registered public accountant’s
communications with the audit committee regarding independence, has discussed
this information regarding Hannis T. Bourgeois, LLP’s independence with Hannis
T. Bourgeois, LLP, and has considered the compatibility of non-audit services
with the independence of Hannis T. Bourgeois, LLP.
Based
upon the review and discussions referred to above, the audit committee
recommended to the board of directors that the audited financial statements be
included in our Annual Report on Form 10-K for the fiscal year ended December
31, 2009, for filing with the SEC.
Audit
committee:
W. W. Allen, Jr.
(Chairman)
Craig A. Bradford, D.M.D.
Gordon S. LeBlanc
Bethany L. Overton
Vinod K. Thukral, Ph.D.
March 23,
2010
PROPOSALS
What are the voting
procedures?
If you
vote by proxy (either by properly completing and returning a paper proxy card or
voting by telephone or on the Internet), the shares represented by your proxy
will be voted at the annual meeting as you instruct, including any adjournments
or postponements of the meeting. If you return a signed proxy card
but no voting instructions are given, the proxy holders will exercise their
discretionary authority to vote the shares represented by the proxy at the
annual meeting and any adjournments or postponements (1)
“FOR”
the election of nominees
W.W. Allen, Jr., Craig A. Bradford, D.M.D., and Vinod K. Thukral, Ph.D. as Class
II directors and (2)
“FOR”
the ratification of our
appointment as Hannis T. Bourgeois, LLP as our independent registered public
accountant for 2010.
If for
any reason one or more of the nominees is not available as a candidate for
director, an event that the board of directors does not anticipate, the proxy
holders will vote, in their discretion, for another candidate or candidates
nominated by the board.
Directors
are elected by a plurality vote; the nominees in each class who receive the
highest number of votes cast, up to the number of directors to be elected in
that class, are elected. The affirmative vote by a majority of the
votes cast at the annual meeting is required for the ratification of the
appointment of Hannis T. Bourgeois, LLP as our independent registered public
accountant.
You are
entitled to one vote for each share held.
Proposal No. 1 -
Election of Class II
Directors
The three
Class II directors elected at our annual meeting will serve a three-year term,
or until the 2013 annual meeting. The board has nominated for
election as Class II directors:
·
|
Craig
A. Bradford, D.M.D.; and
|
·
|
Vinod
K. Thukral, Ph.D.
|
All of
our nominees currently serve on our board of directors and on the board of
directors of the Bank. Information about each nominee’s age and
experience can be found earlier in this proxy statement.
The
board of directors unanimously recommends a vote “FOR” the election of W.W.
Allen, Jr., Craig A. Bradford, D.M.D., and Vinod K. Thukral, Ph.D., as Class II
directors to the board of directors.
Proposal No. 2
–Ratification of the appointment of Hannis
T. Bourgeois, LLP as our independent registered public accountant for
2010.
We are
asking our shareholders to ratify the selection of Hannis T. Bourgeois, LLP as
our independent registered public accountant for 2010. Although
current law, rules and regulations, as well as the charter of the audit
committee, require the audit committee to engage, retain, and supervise our
independent registered public accountant, we view the selection of the
independent registered public accountant as an important matter of shareholder
concern and thus are submitting the selection of Hannis T. Bourgeois, LLP for
ratification by shareholders as a matter of good corporate
practice.
If our
shareholders fail to ratify this appointment, the audit committee will
reconsider whether to retain Hannis T. Bourgeois, LLP and may retain that firm
or another firm without resubmitting the matter to our
shareholders. Even if the appointment is ratified, the audit
committee may, in its discretion, direct the appointment of a different
independent registered public accountant at anytime during the year if it
determines that such change would be in our best interests and in the best
interests of our shareholders.
Our
board of directors unanimously recommends a vote “FOR” the ratification of
Hannis T. Bourgeois, LLP as our independent register public accountants for
2010.
SHAREHOLDER PROPOSALS
FOR THE 2011 ANNUAL
MEETING
At the
annual meeting each year, the board of directors submits to shareholders its
nominees for election as directors. In addition, the board may submit
other matters to the shareholders for action at the annual
meeting. Shareholders may also submit proposals for action at the
annual meeting.
Proposals to be Included
in Our Proxy
Statement
Shareholders
interested in submitting a proposal for inclusion in our proxy materials for the
2011 Annual Meeting of Shareholders may do so by following the procedures
prescribed in Rule 14a-8 of the Exchange Act. If the 2011 annual
meeting is held within 30 days of April 27, 2011, shareholder proposals must be
received by the Corporate Secretary at 500 Main Street, Natchez, Mississippi
39120, no later than the close of business on November 23, 2010 in order for
such proposals to be considered for inclusion in the proxy statement and proxy
card for such meeting.
Proposals to be Introduced
at the 2011 Annual
Meeting
For any
shareholder proposal intended to be presented in connection with the 2011 Annual
Meeting of Shareholders, including any proposal relating to the nomination of a
director to be elected to the board of directors, but not to be included in our
proxy statement for such meeting, a shareholder must give timely written notice
thereof to the Corporate Secretary in compliance with the advance notice and
eligibility requirements contained in our bylaws. To be timely, a shareholder’s
notice must be delivered to the Corporate Secretary at the address given above
not less than 90 days nor more than 120 days prior to the first anniversary of
the immediately preceding year’s annual meeting; provided, however, that in the
event that the date of the annual meeting is advanced by more than 30 days or
delayed by more than 90 days from such anniversary date, notice by the
shareholder to be timely must be so delivered not earlier than the 120th day
prior to such annual meeting and not later than the close of business on the
later of the 90th day prior to such annual meeting or the 10th day following the
day on which public announcement of the date of such meeting is first made. The
notice must contain information specified in our bylaws about each nominee or
the proposed business and the shareholder making the nomination or
proposal.
Under our
bylaws, based upon the meeting date of April 27, 2010 for the 2010 annual
meeting, a qualified shareholder intending to introduce a proposal or nominate a
director at the 2011 annual meeting but not intending the proposal to be
included in our proxy materials should give written notice to our Corporate
Secretary not earlier than the close of business on December 28, 2010 and not
later than the close of business on January 27, 2011.
The
advance notice provisions in our bylaws also provide that in the case of a
special meeting of shareholders called for the purpose of electing one or more
directors, a shareholder may nominate a person or persons (as the case may be)
for election to such position if the shareholder’s notice is delivered to the
Corporate Secretary at the above address not earlier than the 120th day prior to
the special meeting and not later than the close of business on the later of the
90th day prior to the special meeting or the 10th day following the day on which
public announcement is first made of the date of the special meeting and of the
nominees proposed by the board of directors to be elected at such
meeting.
The
specific requirements of our advance notice and eligibility provisions are set
forth in Article II, Section 2.13 of our bylaws, as amended, a copy of which is
available upon request. Such requests and any shareholder proposals
should be sent to the Corporate Secretary at 500 Main Street, Natchez,
Mississippi 39120.
OTHER MATTERS
We are
not aware of any other matters to be brought before the annual
meeting. However, if any other matters are properly brought before
the annual meeting, the persons named on the enclosed proxy card will have
discretionary authority to vote all proxies with respect to such matters in
accordance with their judgment.
AVAILABILITY
OF ANNUAL REPORT ON FORM 10-K
Our
Annual Report on Form 10-K for the year ended December 31, 2009, which serves as
our annual report to shareholders, accompanies this proxy
statement. However, the Annual Report on Form 10-K does not form any
part of the material for the solicitation of proxies.
Upon
the written request of any record holder or beneficial owner of shares entitled
to vote at the annual meeting, we will provide without charge a copy of our
Annual Report on Form 10-K, as filed with the SEC. Requests should be
mailed to Ms. Cliffie S. Anderson, Corporate Secretary, Britton & Koontz
Capital Corporation, 500 Main Street, Natchez, Mississippi 39120.
By Order
of the Board of Directors
/s/ W. Page Ogden
W. Page
Ogden
President
and Chief Executive Officer
PROXY PROXY
BRITTON
& KOONTZ CAPITAL CORPORATION
PROXY
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR
THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 27, 2010
The undersigned hereby appoints Lane S.
Feltus, C. H. Kaiser, Jr. and A. Duncan McFarlane, or any one of them, proxies
for the undersigned, with full power of substitution, to represent the
undersigned and to vote, as designated on the reverse side, all shares of Common
Stock of Britton & Koontz Capital Corporation (the “Company”) held of record
by the undersigned as of March 15, 2010, at the 2010 Annual Meeting of
Shareholders of the Company to be held on April 27, 2010, or any adjournment(s)
or postponements thereof (the “Annual Meeting”). The proxies are
authorized to vote all shares of stock in accordance with the following
instructions and with discretionary authority upon such other business as may
properly come before the meeting or any adjournment or postponement
thereof.
I acknowledge receipt of the
accompanying Notice of Annual Meeting and Proxy Statement.
PLEASE
DATE, SIGN AND MAIL YOUR PROXY CARD IN THE ENVELOPE PROVIDED AS SOON AS
POSSIBLE.
Important
Notice Regarding the Availability of Proxy Materials for
the
Shareholder Meeting to be held on April 27, 2010:
Britton
& Koontz Capital Corporation’s 2010 proxy statement and its Annual Report
on
Form 10-K
for the year ended December 31, 2009, which is its 2009 Annual
Report,
are
available at https://www.proxyvote.com.
(Continued
and to be signed on reverse side)
Please sign, date and return promptly
in the enclosed envelope. Please mark your vote in blue or black ink
as shown here:
█
(1)
PROPOSAL NO. 1
– TO
ELECT THREE CLASS II DIRECTORS
Nominees:
01) W.W.
Allen, Jr.
02) Craig
A. Bradford, D.M.D.
03) Vinod
K. Thukral, Ph.D.
|
FOR
ALL
WITHHOLD
ALL
FOR ALL
EXCEPT
|
INSTRUCTION
: To
withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT”
and write the number(s) of the nominee(s) on the line below.
________________________________
(2)
PROPOSAL NO. 2
– TO
RATIFY THE APPOINTMENT OF HANNIS T. BOURGEOIS, LLP AS THE COMPANY’S INDEPENDENT
REGISTERED PUBLIC ACCOUNTANT FOR 2010.
FOR
|
AGAINST
|
ABSTAIN
|
(3) IN
THEIR DISCRETION, TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE
THE ANNUAL MEETING.
The
Board of Directors unanimously recommends that you vote “FOR” the nominees
listed in Proposal No. 1 and “FOR” the ratification of Hannis T. Bourgeois, LLP
as our independent registered public accountant for 2010.
This
proxy, when properly executed, will be voted in the manner directed herein by
the undersigned shareholder.
If no specific directions are given,
the proxy holders will exercise their discretionary authority to vote your
shares (1) FOR the nominees listed at left and (2) FOR the ratification of
Hannis T. Bourgeois, LLP as our independent registered public accountant for
2010. The proxy holders designated on the reverse side will vote in
their discretion on any other matter that may properly come before the Annual
Meeting.
Date:
Signature
of Shareholder
Date:
Signature
of Shareholder
NOTE: Please
sign exactly as your name appears on this Proxy. When shares are held
jointly, each holder should sign. When signing as executor,
administrator, attorney, trustee or guardian, please give full title as
such. If the signer is a corporation, please sign in the full
corporation name by duly authorized officer, giving full title as
such. If signer is a partnership, please sign in partnership name by
authorized person(s).
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