Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of
the
Securities Exchange Act of 1934 (Amendment No.
)
Filed by
the Registrant x
Filed by
a Party other than the Registrant o
Check the
appropriate box:
o
|
Preliminary Proxy
Statement
|
o
|
Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
|
x
|
Definitive Proxy
Statement
|
o
|
Definitive Additional
Materials
|
o
|
Soliciting Material Pursuant to
§240.14a-12
|
Landmark
Bancorp, Inc.
(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):
o
|
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:
|
o
|
Fee paid previously with
preliminary materials.
|
o
|
Check box if any part of the fee
is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the
filing for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form or Schedule
and the date of its filing.
|
|
(1)
|
Amount
Previously Paid:
|
|
(2)
|
Form,
Schedule or Registration Statement
No.:
|
LANDMARK
BANCORP, INC.
701
Poyntz Avenue
Manhattan,
Kansas 66502
(785)
565-2000
April 16,
2010
Dear
Stockholder:
On behalf
of the board of directors and management of Landmark Bancorp, Inc., we cordially
invite you to attend our annual meeting of stockholders, to be held at 2:00 p.m.
on Wednesday, May 19, 2010, at the Kansas State University Alumni Center,
17th
and Anderson Avenue, Manhattan, Kansas. The accompanying notice of annual
meeting of stockholders and proxy statement discuss the business to be conducted
at the meeting. At the meeting we will also report on our operations and
the outlook for the year ahead.
We have
nominated four persons to serve as Class III directors. Each of the
nominees is an incumbent director. Additionally, our Audit Committee has
selected, and we recommend that you ratify, the appointment of KPMG LLP to
continue as our independent registered public accounting firm for the year
ending December 31, 2010.
We
encourage you to attend the meeting in person. Whether or not you plan to attend,
however, please
complete, sign and date the enclosed proxy and return it in the accompanying
postage-paid return envelope as promptly as possible. This will
ensure that your shares are represented at the meeting.
We look
forward with pleasure to seeing and visiting with you at the
meeting.
|
Very
truly yours,
|
|
|
|
LANDMARK
BANCORP, INC.
|
|
|
|
/s/
Patrick L. Alexander
|
|
|
|
Patrick
L. Alexander
|
|
President
and Chief Executive Officer
|
LANDMARK
BANCORP, INC.
701
Poyntz Avenue
Manhattan,
Kansas 66502
(785)
565-2000
NOTICE
OF
ANNUAL
MEETING OF STOCKHOLDERS
TO
BE HELD MAY 19, 2010
To the
stockholders of
LANDMARK BANCORP, INC.
The
annual meeting of the stockholders of Landmark Bancorp, Inc., a Delaware
corporation, will be held at the Kansas State University Alumni Center, 17th and
Anderson Avenue, Manhattan, Kansas, on Wednesday, May 19, 2010, at 2:00 p.m.,
local time, for the following purposes:
|
1.
|
to
elect four Class III directors for a term of three
years;
|
|
2.
|
to
ratify the appointment of KPMG LLP as our independent registered public
accounting firm for the year ending December 31, 2010;
and
|
|
3.
|
to
transact such other business as may properly be brought before the meeting
and any adjournments or postponements of the
meeting.
|
We are not aware of any other business
to come before the annual meeting. Any action may be taken on any one of
the foregoing proposals at the annual meeting on the date specified above, or on
any date or dates to which the annual meeting may be adjourned or
postponed. The board of directors has fixed the close of business on April
2, 2010, as the record date for the determination of stockholders entitled to
notice of, and to vote at, the meeting. In the event there are an insufficient
number of votes for a quorum or to approve or ratify any of the foregoing
proposals at the time of the meeting, the meeting may be adjourned or postponed
to permit our further solicitation of proxies.
|
By
order of the Board of Directors
|
|
|
|
/s/
Patrick L. Alexander
|
|
|
|
Patrick
L. Alexander
|
|
President
and Chief Executive Officer
|
Manhattan,
Kansas
April 16,
2010
WHETHER
OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON, PLEASE TAKE THE TIME TO
VOTE BY COMPLETING AND MAILING THE ENCLOSED PROXY CARD IN THE ENCLOSED,
SELF-ADDRESSED ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED
STATES. WE HOPE THAT YOU WILL BE ABLE TO ATTEND THE MEETING, AND IF YOU DO
YOU MAY VOTE YOUR STOCK IN PERSON IF YOU WISH. YOU MAY REVOKE THE PROXY
CARD AT ANY TIME PRIOR TO ITS EXERCISE.
LANDMARK
BANCORP, INC.
PROXY
STATEMENT
ANNUAL
MEETING OF STOCKHOLDERS
May
19, 2010
This
proxy statement is furnished in connection with the solicitation by the board of
directors of Landmark Bancorp of proxies to be voted at the annual meeting of
stockholders to be held at the Kansas State University Alumni Center, 17th and
Anderson Avenue, Manhattan, Kansas, on Wednesday, May 19, 2010, at 2:00
p.m., local time, and at any adjournments or postponements of the meeting.
Our 2009 annual report, which includes consolidated financial statements of
Landmark Bancorp and Landmark National Bank, is also enclosed. This proxy
statement is first being mailed to Landmark Bancorp’s stockholders on or about
April 16, 2010.
The
following is information regarding the meeting and the voting process, presented
in a question and answer format.
Why
am I receiving this proxy statement and proxy card?
You are receiving a proxy statement and
proxy card from us because on April 2, 2010, the record date for the annual
meeting, you owned shares of Landmark Bancorp’s common stock. This proxy
statement describes the matters that will be presented for consideration by the
stockholders at the annual meeting. It also gives you information
concerning the matters to be voted on at the meeting, to assist you in making an
informed decision.
When you sign the enclosed proxy card,
you appoint the proxy holder as your representative at the meeting. The
proxy holder will vote your shares as you have instructed in the proxy card,
thereby ensuring that your shares will be voted whether or not you attend the
meeting. Even if you plan to attend the meeting, you should complete, sign
and return your proxy card in advance of the meeting in case your plans
change.
If you have signed and returned the
proxy card and an issue comes up for a vote at the meeting that is not
identified on the card, the proxy holder will vote your shares, pursuant to your
proxy, in accordance with his or her judgment.
What
matters will be voted on at the meeting?
You are being asked to vote on the
election of four Class III directors of Landmark Bancorp for a term expiring in
2013. Additionally, you are being asked to ratify the appointment of KPMG
LLP as our independent registered public accounting firm for the 2010 fiscal
year. These matters are more fully described in this proxy
statement.
If
I am the record holder of my shares, how do I vote?
You may vote either by mail or in
person at the meeting. To vote by mail, complete and sign the enclosed
proxy card and mail it in the enclosed postage-paid, pre-addressed envelope to
our transfer agent, Registrar and Transfer Company, 10 Commerce Drive, Cranford,
New Jersey, 07016.
If you mark your proxy card to indicate
how you want your shares voted, your shares will be voted as you instruct.
If you sign and return your proxy card but do not mark the card to provide
voting instructions, the shares represented by your proxy card will be voted
“for” all four nominees named in this proxy statement and “for” the ratification
of KPMG LLP as our independent registered public accounting firm.
If you want to vote in person, please
come to the meeting. We will distribute written ballots to anyone who
wants to vote at the meeting. Even if you plan to attend the meeting, you
should complete, sign and return your proxy card in advance of the meeting in
case your plans change. Please note, that if your shares are held in the
name of your broker (or in what is usually referred to as “street name”), you
will need to arrange to obtain a “legal proxy” from your broker in order to vote
in person at the meeting.
If
I hold shares in the name of a broker or fiduciary, who votes my
shares?
If you received this proxy statement
from your broker, trustee or other fiduciary who may hold your shares, your
broker, trustee or fiduciary should have given you instructions for directing
how they should vote your shares. It will then be their responsibility to
vote your shares for you in the manner you direct. As discussed above, if
you want to vote in person at the meeting, you will need to arrange to obtain a
“legal proxy” from your broker or fiduciary in order to vote in person at the
meeting.
Brokers may generally vote on routine
matters, such as the ratification of our independent registered public
accounting firm, but cannot vote on non-routine matters, such as the election of
directors, an amendment to our certificate of
incorporation or the adoption or amendment of an equity compensation
plan, unless they have received voting instructions from the person for whom
they are holding shares. If your broker does not receive instructions from
you on how to vote particular shares on a matter on which your broker does not
have discretionary authority to vote, your broker will return the proxy card to
us, indicating that he or she does not have the authority to vote on these
matters. This is generally referred to as a “broker non-vote” and will
affect the outcome of the voting as described below, under “How many votes are
needed for approval of each proposal?”
As of January 1, 2010, the election of
directors is considered a non-routine matter. We therefore encourage you
to provide directions to your broker as to how you want your shares voted on all
matters to be brought before the meeting, especially the directors’
election. You should do this by carefully following the instructions your
broker gives you concerning its procedures. This ensures that your shares
will be voted at the meeting.
What
does it mean if I receive more than one proxy card?
It means that you have multiple
holdings reflected in our stock transfer records and/or in accounts with
stockbrokers. Please sign and return ALL proxy forms to ensure that all
your shares are voted.
What
options do I have in voting on each of the proposals?
You may vote “for” or “withhold
authority to vote for” each nominee for director. You may vote “for,”
“against” or “abstain” on the ratification of the appointment of our independent
registered public accounting firm and any other proposal that may properly be
brought before the meeting. Abstentions will be considered in determining
the presence of a quorum but will not affect the vote required for election of
our directors or the ratification of our independent registered public
accounting firm.
How
many votes may I cast?
Generally, you are entitled to cast one
vote for each share of stock you owned on the record date. The proxy card
included with this proxy statement indicates the number of shares owned by an
account attributable to you.
How
many votes are needed for approval of each proposal?
Directors are elected by a plurality
and the four individuals receiving the highest number of votes cast “for” their
election will be elected as Class III directors of Landmark Bancorp. The
ratification of the appointment of our independent registered public accounting
firm and all other matters must receive the affirmative vote of a majority of
the shares present in person or by proxy at the meeting and entitled to
vote. Broker non-votes and abstentions will not be counted as entitled to
vote, but will count for purposes of determining whether or not a quorum is
present since a routine matter (the ratification of the appointment of our
independent registered public accounting firm) is on the proxy
ballot.
What
if I change my mind after I return my proxy?
If you hold your shares in your own
name, you may revoke your proxy and change your vote at any time before the
polls close at the meeting. You may do this by:
|
·
|
signing
another proxy with a later date and returning that proxy to our transfer
agent at:
|
Registrar
and Transfer Company
10
Commerce Drive
Cranford,
New Jersey, 07016;
|
·
|
sending
notice to our transfer agent that you are revoking your proxy;
or
|
|
·
|
voting
in person at the meeting.
|
If you hold your shares in the name of
your broker and desire to revoke your proxy, you will need to contact your
broker to revoke your proxy.
How
many shares do we need to have represented at the meeting to hold the annual
meeting?
A majority of the shares that are
outstanding and entitled to vote as of the record date must be present in person
or by proxy at the meeting in order to hold the meeting and conduct
business.
Shares are counted as present at the
meeting if the stockholder either:
|
·
|
is
present in person at the meeting;
or
|
|
·
|
has
properly submitted a signed proxy card or other
proxy.
|
On April 2, 2010, the record date,
there were 2,504,265 shares of common stock issued and outstanding.
Therefore, at least 1,252,133 shares need to be present at the annual meeting to
hold the meeting and conduct business.
What
happens if a nominee is unable to stand for re-election?
The board may, by resolution, provide
for a lesser number of directors or designate a substitute nominee. In the
latter case, shares represented by proxies may be voted for a substitute
nominee. Proxies cannot be voted for more than four nominees. The
board has no reason to believe any nominee will be unable to stand for
re-election.
Where
do I find the voting results of the meeting?
If available, we will announce voting
results at the meeting. The voting results will also be disclosed in a
Current Report on Form 8-K that we will file within four business days after the
annual meeting.
Who
bears the cost of soliciting proxies?
We will bear the cost of soliciting
proxies. In addition to solicitations by mail, officers, directors or
employees of Landmark Bancorp or its subsidiaries may solicit proxies in person
or by telephone. These persons will not receive any special or additional
compensation for soliciting proxies. We may reimburse brokerage houses and other
custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses
for forwarding proxy and solicitation materials to
stockholders.
PROPOSAL
I – ELECTION OF DIRECTORS
At the
annual meeting of the stockholders to be held on May 19, 2010, our stockholders
will be entitled to elect four Class III directors for a term expiring in
2013. Landmark Bancorp’s directors are divided into three classes having
staggered terms of three years. All the nominees for election as Class III
directors are incumbent directors. We have no knowledge that any of the
nominees will refuse or be unable to serve, but if any of the nominees becomes
unavailable for election, the holders of the proxies reserve the right to
substitute another person of their choice as a nominee when voting at the
meeting.
Set forth
below is information concerning the nominees for election and for the other
directors whose terms of office will continue after the meeting, including their
age, the year first elected a director and their business experience during the
previous five years. The nominees, if elected at the annual meeting of
stockholders, will serve as Class III directors for three-year terms expiring in
2013. We unanimously
recommend that you vote FOR each of the nominees for director. Unless
authority to vote for the nominees is withheld, the shares represented by the
enclosed proxy card, if executed and returned, will be voted FOR the election of
the nominees proposed by the board of directors.
NOMINEES
|
|
Name
|
|
Age
|
|
Position
with Landmark Bancorp
and Landmark National Bank
|
|
Director
Since(1)
|
|
|
|
|
|
|
|
CLASS
III
(Term
Expires 2013)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Patrick
L. Alexander
|
|
57
|
|
President,
Chief Executive Officer and Director of Landmark Bancorp and Landmark
National Bank
|
|
1990
|
|
|
|
|
|
|
|
Jim
W. Lewis
|
|
54
|
|
Director
of Landmark Bancorp and Landmark National Bank
|
|
1991
|
|
|
|
|
|
|
|
Jerry
R. Pettle
|
|
71
|
|
Director
of Landmark Bancorp and Landmark National Bank
|
|
1978
|
|
|
|
|
|
|
|
Larry
L. Schugart
|
|
70
|
|
Chairman
of the Board and Director of Landmark Bancorp and Landmark National
Bank
|
|
1971
|
|
|
|
|
|
|
|
CONTINUING
DIRECTORS
|
|
Name
|
|
Age
|
|
Position
with Landmark Bancorp
and Landmark National Bank
|
|
Director
Since(1)
|
|
|
|
|
|
|
|
CLASS
II
(Term
Expires 2012)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Richard
A. Ball
|
|
57
|
|
Director
of Landmark Bancorp and Landmark National Bank
|
|
1995
|
|
|
|
|
|
|
|
Susan
E. Roepke
|
|
70
|
|
Director
of Landmark Bancorp and Landmark National Bank
|
|
1997
|
|
|
|
|
|
|
|
C.
Duane Ross
|
|
73
|
|
Director
of Landmark Bancorp and Landmark National Bank
|
|
1986
|
CLASS
I
(Term
Expires 2011)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Brent
A. Bowman
|
|
60
|
|
Director
of Landmark Bancorp and Landmark National Bank
|
|
1987
|
|
|
|
|
|
|
|
Joseph
L. Downey
|
|
73
|
|
Director
of Landmark Bancorp and Landmark National Bank
|
|
1996
|
|
|
|
|
|
|
|
David
H. Snapp
|
|
54
|
|
Director
of Landmark Bancorp and Landmark National Bank
|
|
1986
|
(1)
|
Indicates
the year first elected to the board of directors of MNB Bancshares, Inc.
or Landmark Bancshares, Inc. (or their respective banking subsidiaries),
the predecessor companies to Landmark
Bancorp.
|
All of
our directors will hold office for the terms indicated, or until their earlier
death, resignation, removal or disqualification, and until their respective
successors are duly elected and qualified. There are no arrangements or
understandings with any of the nominees pursuant to which they have been
selected as nominees or directors. No director is related to any other
director or executive officer of Landmark Bancorp or Landmark National Bank by
blood, marriage or adoption. Except as described below, no nominee or
director has been a director of another “public corporation” (i.e. subject to
the reporting requirements of the Securities Exchange Act of 1934) or of any
investment company within the past five years.
The
business experience of each nominee and continuing director, as well as their
qualifications to serve on the board, are as follows:
Patrick L. Alexander has
served as the President and Chief Executive Officer of Landmark Bancorp and
Landmark National Bank since October 2001. He became President and Chief
Executive Officer of the Manhattan Federal Savings and Loan Association (the
predecessor to Security National Bank) in 1990, and became the President and
Chief Executive Officer of MNB Bancshares and Security National Bank in 1992 and
1993, respectively. From 1986 to 1990, Mr. Alexander served as President
of the Kansas State Bank of Manhattan. We consider Mr. Alexander to be a
qualified candidate for service on the board due to his experience in the
financial services industry and the intimate familiarity with Landmark Bancorp’s
operations he has acquired as chief executive officer of Landmark
Bancorp.
Larry L. Schugart has served
with Landmark Federal Savings Bank, Landmark Bancshares and Landmark Bancorp for
over 48 years. He served as President, Chief Executive Officer and a director of
Landmark Bancshares from its incorporation in 1993 until the merger in
2001. He is a former director of the Federal Home Loan Bank of Topeka
where he served on the Finance and Executive Committees. Mr. Schugart is a
former member and chair of various committees of the Heartland Community Bankers
Association, is a past Chairman of the Kansas-Nebraska League of Savings and
Loan Association and served as a member of the Governmental Affairs Committee of
the America’s Community Bankers. In addition, Mr. Schugart has been
president of numerous civic and charitable organizations in Great Bend, Kansas.
We consider Mr. Schugart to be a qualified candidate for service on the board,
the Audit Committee and the Compensation Committee due to his prominence in the
Great Bend and Dodge City market areas, as well as his extensive experience in
the financial services industry and with Landmark Bancorp.
Richard A. Ball, a certified
public accountant, is the President of Ball Consulting Group, Ltd. He has
served as a Board Chairman of the Great Bend Chamber of Commerce, Great Bend
United Way, Petroleum Club and Barton County Community College Academic Fund
Campaign. He has also served on the boards of the Kiwanis Club, Cougar
Booster Club, Downtown Development, Mid-Kansas Economic Development and the
Kansas Oil & Gas Museum Committee. We consider Mr. Ball to be a qualified
candidate for service on the board, the Audit Committee and the Compensation
Committee due to his prominence in the Great Bend market area, as well as his
familiarity with accounting principles and his general business
experience.
Brent A. Bowman has been Vice
President of Bowman, Bowman and Novick, Inc., an architectural firm, since its
incorporation in 2004. Previously, he was the President of Brent Bowman
and Associates Architects, P.A. He serves on the board of directors of Big
Lakes Developmental Center, Inc. We consider Mr. Bowman to be a qualified
candidate for service on the board due to the skills and expertise he has
acquired in leadership roles at successful local businesses.
Joseph L. Downey served as a
director of Dow Chemical Co. for ten years until his retirement from the board
in 1999. He was a Dow Senior Consultant from 1995 until 1999, after having
served in a variety of executive positions with that company, including Senior
Vice President from 1991 to 1994. In 2004, Mr. Downey became a director of
Nanoscale Materials, Inc. We consider Mr. Downey to be a qualified candidate for
service on the board, the Audit Committee and the Nominating and Corporate
Governance Committee due to his leadership experience at multiple industrial
materials companies, one of which is a publicly-traded, Fortune 500
company.
Jim W. Lewis is the owner of
Lewis Automotive Groups, which includes several dealerships in Western
Kansas. Mr. Lewis is a member of the Dodge City Area Chamber of
Commerce. He was a founding member of “The Alley,” a community teen
center in Dodge City. We consider Mr. Lewis to be a qualified candidate for
service on the board and the Nominating and Corporate Governance Committee due
to the skills and expertise he has acquired in running a successful local
business, as well as his prominence in several of our market areas.
Jerry R. Pettle is a dentist
who practiced with Dental Associates of Manhattan, P.A., in Manhattan, Kansas,
from 1965 until his retirement in 1999. Dr. Pettle was a former examiner
for the Kansas Dental Board. Dr. Pettle serves on the board of directors
of Mercy Regional Health Center, Manhattan Library Association, and the Friends
of Hale Library at KSU. Additionally, Dr. Pettle is a Trustee for the
Manhattan Community Foundation. We consider Dr. Pettle to be a qualified
candidate for service on the board, the Audit Committee, and the Compensation
Committee due to his general business skills and his extensive involvement in
the Manhattan community.
Susan E. Roepke is a former
Vice President of MNB Bancshares, serving in that capacity from its inception in
1992 until she retired as an officer of MNB Bancshares and Security National
Bank at the end of 1998. She also served in a number of senior management
positions with Security National Bank since 1970, including Senior Vice
President, Secretary and Cashier since 1993. We consider Ms. Roepke to be a
qualified candidate for service on the board, the Audit Committee, and the
Compensation Committee due to the financial skills and extensive expertise she
has acquired in her leadership roles in the financial services industry and with
Landmark Bancorp.
C. Duane Ross served as
President and Chief Executive Officer of High Plains Publishers, Inc., a
publishing/printing company from 1994 until his retirement in January
2008. He currently serves as Publisher Emeritus of High Plains Publishers,
Inc. Mr. Ross is Vice Chairman of the Board of Commissioners of the Dodge
City Housing Authority, Vice President of the Dodge City Community College
Endowment Board, and a past President and currently on the board of the Dodge
City/Ford County Development Corporation. In addition, he is the President
of the Dodge City Community College Foundation and is a past President and
currently on the board of the Dodge City Area Chamber of Commerce. We consider
Mr. Ross to be a qualified candidate for service on the board, the Audit
Committee, and the Nominating and Corporate Governance Committee due to the
skills and expertise he has acquired in running a successful local business, as
well as his prominence and involvement in the Dodge City
market.
David H. Snapp is a partner
in the law firm of Waite, Snapp & Doll in Dodge City, Kansas. Mr.
Snapp is also a board member of Arrowhead West, Inc., a mental and physical
rehabilitation center, the Community Foundation of Southwest Kansas and Catholic
Social Service. We consider Mr. Snapp to be a qualified candidate for service on
the board due to his legal skills and expertise along with the expertise
acquired in running a successful local business, as well as his prominence in
the Dodge City market.
In
addition, the business experience for each of our executive officers is as
follows:
Mark A. Herpich has served as
Vice President, Secretary, Treasurer and Chief Financial Officer of Landmark
Bancorp and as Executive Vice President, Secretary and Chief Financial Officer
of Landmark National Bank since October 2001. Previously, he held these
same positions at MNB Bancshares and Security National Bank from September 1998
to October 2001. Mr. Herpich served as a Senior Manager and certified
public accountant at KPMG LLP from August 1989 to September 1998.
Michael E. Scheopner has
served as an Executive Vice President and Credit Risk Manager of Landmark
National Bank since October 2001. Previously, Mr. Scheopner served as an
Executive Vice President of Security National Bank from March 1998 to October
2001 and as a Senior Vice President of Security National Bank from May 1996 to
March 1998.
Dean R. Thibault has served
as Executive Vice President-Commercial Banking of Landmark National Bank since
January 2006. He had served as a Market President for Landmark National
Bank since October 2001. Mr. Thibault served as Senior Vice President for
Security National Bank from March 1998 to October 2001.
Bradly L. Chindamo has served
as a Market President of Landmark National Bank since January 2008. Prior
to joining Landmark National Bank, Mr. Chindamo served as a Community/Regional
Bank President for Central National Bank in Lawrence, Kansas from 1995 to
January 2008.
Larry R. Heyka has served as
a Market President of Landmark National Bank since January 2006. Prior to
joining Landmark National Bank, Mr. Heyka served as a director and the President
and Chief Executive Officer of First Savings Bank, F.S.B. in Manhattan, Kansas
from December 1999 to December 2005.
Mark J. Oliphant has served
as a Market President of Landmark National Bank since October 2001. Prior
to joining Landmark National Bank, Mr. Oliphant served as a Market President for
Bank of America in Dodge City, Kansas from January 1998 to October 2001 and as
Senior Vice President – Head of Commercial Lending from July 1997 to January
1998 for Bank of America in Dodge City.
CORPORATE
GOVERNANCE AND THE BOARD OF DIRECTORS
We
currently have ten directors serving as our board, a majority of whom are deemed
to be “independent,” as that term is defined by NASDAQ. Mr. Alexander is
not deemed to be “independent” because of his position as our President and
Chief Executive Officer. Additionally, Mr. Snapp is not deemed to be
“independent” because Landmark Bancorp has regularly engaged the law firm of
Waite, Snapp & Doll, of which he is a partner, in the past.
Generally,
the board oversees our business and monitors the performance of our management.
In accordance with our corporate governance procedures, the board does not
involve itself in the day-to-day operations of Landmark Bancorp, which is
monitored by our executive officers and management. Our directors fulfill
their duties and responsibilities by attending regular meetings of the full
board, with additional special meetings held from time to time. Our
directors also discuss business and other matters with Mr. Alexander, other key
executives and our principal external advisers (legal counsel, auditors and
other consultants) at times other than regularly scheduled meetings when
appropriate.
The board
of directors has, in addition to other committees, an Audit Committee, a
Nominating and Governance Committee and a Compensation Committee. The
current charters of each of these committees are available on Landmark Bancorp’s
website at www.landmarkbancorpinc.com. Our website also contains a general
description about us as well as our Code of Business Conduct and Ethics.
Additionally, we maintain a separate website for Landmark National Bank at
www.banklandmark.com that contains a description of our banking services and
products.
The board
held six regularly scheduled and special meetings during 2009. In 2010,
the full board intends to meet six times with special meetings held from time to
time when necessary and through committee membership, which is discussed
below. During 2009, all directors attended at least 75 percent of the
meetings of the board and the committees on which they served. Although we
do not have a formal policy regarding director attendance at the annual meeting,
we encourage and expect all of our directors to attend. Last year, all of
the directors were present at the annual meeting.
Audit
Committee
Messrs.
Ball, Downey, Pettle, Ross and Schugart and Ms. Roepke served as members of the
Audit Committee, with Mr. Pettle serving as Chairman. Each of these
members is considered “independent,” according to listing standards set forth by
NASDAQ and Rule 10A-3 of the Securities Exchange Act of 1934 and the board
believes that each member of the committee possesses the necessary skills and
qualifications to critically analyze our financial statements and financial
reporting process. Further, the board has determined that Ms. Roepke
qualifies as an “audit committee financial expert” under the rules of the
Securities and Exchange Commission. The board based this decision on Ms.
Roepke’s education and professional experience as a former senior financial
executive of a financial institution.
The
functions performed by the Audit Committee include, but are not limited to, the
following:
|
|
selecting
and managing the relationship with our independent registered public
accounting firm;
|
|
|
reviewing
the independence of the independent registered public accounting
firm;
|
|
|
reviewing
actions by management on recommendations of the independent registered
public accounting firm and internal
audit;
|
|
|
meeting
with management, internal audit and the independent registered public
accounting firm to review the effectiveness of our system of internal
control over financial reporting and internal audit
procedures;
|
|
·
|
reviewing
our earnings releases and reports filed with the Securities and Exchange
Commission; and
|
|
|
reviewing
reports of bank regulatory agencies and monitoring management’s compliance
with recommendations contained in those
reports.
|
To
promote independence of the audit function, the Audit Committee consults
separately and jointly with the independent registered public accounting firm,
internal audit and management. Internal audit reports directly to the
committee on audit and compliance matters. The committee also reviews and
approves the scope of the annual external audit and consults with the
independent registered public accounting firm regarding the results of their
auditing procedures. We have adopted a written charter, which sets forth
the Audit Committee’s duties and responsibilities. A copy of the charter
is currently available on our website at www.landmarkbancorpinc.com. The
Audit Committee for Landmark Bancorp met nine times in 2009.
Compensation
Committee
The Compensation Committee is currently
comprised of Messrs. Ball, Pettle, and Schugart and Ms. Roepke, with Mr. Ball
serving as Chairman. Each of the current members is considered
“independent,” as such term is defined by NASDAQ listing requirements, an
“outside” director pursuant to Section 162(m) of the Internal Revenue Code of
1986, and a “non-employee” director under Section 16 of the Securities Exchange
Act. The Compensation Committee is responsible for matters related to the
compensation of our Chief Executive Officer and other executive officers.
The Compensation Committee’s responsibilities and functions are further
described in its charter, which is available on our website at
www.landmarkbancorpinc.com. The Compensation Committee met two times in
2009.
Nominating
and Corporate Governance Committee
The
Nominating and Corporate Governance Committee is currently comprised of Messrs.
Downey, Lewis and Ross, with Mr. Downey serving as the Chairman. Each of
the members is deemed to be “independent,” as such term is defined by
NASDAQ. The Nominating and Corporate Governance Committee is charged with
overseeing our corporate governance programs as well as nominating directors to
serve on the board of directors. The Nominating and Corporate Governance
Committee’s responsibilities and functions are further described in its charter,
which is available on our website at www.landmarkbancorpinc.com. The
Nominating and Corporate Governance Committee met one time in 2009.
Director
Nominations and Qualifications
In
carrying out its nominating function, the Nominating and Corporate Governance
Committee evaluates all potential nominees for election, including incumbent
directors, board nominees and stockholder nominees, in the same manner, although
it is not currently seeking candidates to serve on the board and we did not
receive any stockholder nominations for the 2010 annual meeting.
Generally, the Nominating and Corporate Governance Committee believes that, at a
minimum, directors should possess certain qualities, including the highest
personal and professional ethics and integrity, a sufficient educational and
professional background, demonstrated leadership skills, sound judgment, a
strong sense of service to the communities which we serve and an ability to meet
the standards and duties set forth in our code of conduct. While we do not
have a separate diversity policy, the committee does consider the diversity of
its directors and nominees in terms of knowledge, experience, skills, expertise,
and other demographics which may contribute to the board. The committee also
evaluates potential nominees to determine if they have any conflicts of interest
that may interfere with their ability to serve as effective board members and
whether they are “independent” in accordance with NASDAQ requirements (to ensure
that at least a majority of the directors will, at all times, be
independent).
The
committee identifies nominees by first evaluating the current members of the
board whose term is set to expire at the upcoming annual stockholder meeting and
are willing to continue in service. Current members of the board with
skills and experience that are relevant to our business and who are willing to
continue in service are considered for re-nomination. If any member of the
board does not wish to continue in service or if the committee or the board
decides not to re-nominate a member for re-election, the committee would
identify the desired skills and experience of a new nominee in light of the
criteria above. The committee has not, in the past, retained a third party
to assist it in identifying candidates, but it has the authority to retain a
third party firm or professional for the purpose of identifying candidates. The
committee evaluated the incumbent directors whose terms expire in 2010 and
determined that they should be nominated for re-election as
directors.
Stockholder
Communication with the Board, Nomination and Proposal Procedures
General
Communications with the Board. Stockholders may contact our
board of directors by contacting Mark A. Herpich, Corporate Secretary,
Landmark Bancorp, Inc., 701 Poyntz Avenue, Manhattan, Kansas 66502 or (785)
565-2000.
Nominations of
Directors.
In order for a stockholder nominee to be considered by the Nominating and
Corporate Governance Committee to be one of its nominees and included in our
proxy statement, the nominating stockholder must file a written notice of the
proposed director nomination with our Corporate Secretary, at the above address,
at least 120 days prior to the anniversary of the date the previous year’s proxy
statement was mailed to stockholders. Nominations must include the full
name and address of the proposed nominee and a brief description of the proposed
nominee’s business experience for at least the previous five years. All
submissions must be accompanied by the written consent of the proposed nominee
to be named as a nominee and to serve as a director if elected. The
committee may request additional information in order to make a determination as
to whether to nominate the person for director. To be considered by the
committee as a nominee for inclusion in next year’s proxy statement, stockholder
nominations must be received no later than December 17, 2010.
In
accordance with our bylaws, a stockholder may otherwise nominate a director for
election at an annual meeting of stockholders by delivering written notice of
the nomination to our Corporate Secretary, at the above address, not less than
60 days nor more than 90 days prior to the first anniversary date of the
previous year’s annual meeting. The stockholder’s notice of intention to
nominate a director must include: a) for each person to be nominated:
(i) the name, age and business and residence address of each nominee; (ii) the
principal occupation or employment of each nominee; (iii) the class and number
of shares of stock owned by the nominee on the date of the notice; and (iv) any
information that would be required to be disclosed on Schedule 13D pursuant to
Regulation 13D under the Securities Exchange Act, in connection with the
acquisition of stock, and pursuant to Regulation 14A under the Securities
Exchange Act, in connection with the solicitation of proxies with respect to
nominees for election as directors, regardless of whether the person is subject
to the provisions of such regulations; and b) as to the
stockholder: (i) the name and address of record of the nominating
stockholder and the names and addresses of any other stockholders supporting
each respective nominee; and (ii) the class and number of shares of stock owned
by the nominating stockholder and any other stockholders supporting the nominees
on the date of the notice. We may request additional information after
receiving the notification for the purpose of determining the proposed nominee’s
eligibility to serve as a director. Persons nominated for election to the
board pursuant to this paragraph will not be included in our proxy
statement.
Other Stockholder
Proposals. To be considered for
inclusion in our proxy statement and form of proxy for our 2011 annual meeting
of stockholders, stockholder proposals must be received by our Corporate
Secretary, at the above address, no later than December 17, 2010, and must
otherwise comply with the notice and other provisions of our bylaws, as well as
Securities and Exchange Commission rules and regulations.
For
proposals to be otherwise brought by a stockholder and voted upon at an annual
meeting, the stockholder must file written notice of the proposal to our
Corporate Secretary on or before 60 days in advance of the first anniversary of
the previous year’s annual meeting.
Board
Leadership Structure
The
positions of Chairman of the Board and Chief Executive Officer are currently
held by separate people. We believe this is the most appropriate structure for
Landmark Bancorp at this time. The Chairman of the Board provides
leadership to the board and works with the board to define its structure and
activities in the fulfillment of its responsibilities. The Chairman of the Board
provides input to management with respect to setting the board agendas,
facilitates communication among directors, works with the Chief Executive
Officer to provide an appropriate information flow between management and the
board and presides at meetings of the board of directors and stockholders.
With the Chairman of the Board’s assumption of these duties, the Chief Executive
Officer may place a greater focus on the strategic and operational aspects of
Landmark Bancorp. We also believe our board feels a greater sense of
involvement and brings a wider source of perspective as a result of this
structure, from which Landmark Bancorp benefits.
Independent
Director Sessions
Although
the Chairman of the Board is an independent director, we have a separate lead
independent director who organizes and presides at sessions of our independent
directors. Currently, Susan Roepke serves as our lead independent
director. Consistent with NASDAQ listing requirements, the independent
directors regularly have the opportunity to meet without the non-independent
directors present and in 2009 there were two such sessions.
Board’s
Role in Risk Oversight
Risk is
inherent with every business, and how well a business manages risk can
ultimately determine its success. We face a number of risks, including
general economic risks, credit risks, regulatory risks, audit risks,
reputational risks and others, such as the impact of competition.
Management is responsible for the day-to-day management of risks the company
faces, while the board, as a whole and through its committees, has
responsibility for the oversight of risk management. In its risk oversight
role, the board of directors has the responsibility to satisfy itself that the
risk management processes designed and implemented by management are adequate
and functioning as designed.
While the
full board of directors is charged with ultimate oversight responsibility for
risk management, various committees of the board and members of management also
have responsibilities with respect to our risk oversight. In particular,
the Audit Committee plays a large role in monitoring and assessing our
financial, legal, and organizational risks, and receives regular reports from
the management team regarding comprehensive organizational risk as well as
particular areas of concern. The board’s Compensation Committee monitors
and assesses the various risks associated with compensation policies, and
oversees incentives that encourage a level of risk-taking consistent with our
overall strategy. Additionally, our Chief Lending Officer and loan review
staff are directly responsible for overseeing our credit risk.
We
believe that establishing the right “tone at the top” and providing for full and
open communication between management and our board of directors are essential
for effective risk management and oversight. Our executive management
meets regularly with our other senior officers to discuss strategy and risks
facing the company. Senior officers attend many of the board meetings or,
if not in attendance, are available to address any questions or concerns raised
by the board on risk management-related and any other matters.
Additionally, each of our board-level committees provides regular reports to the
full board and apprises the board of our comprehensive risk profile and any
areas of concern.
Code
of Business Conduct and Ethics
We have a
Code of Business Conduct and Ethics in place that applies to all of our
directors and employees. The code sets forth the standard of ethics that
we expect all of our directors and employees to follow, including our Chief
Executive Officer and Chief Financial Officer. The code of conduct is posted on
our website at www.landmarkbancorpinc.com. We intend to satisfy the
disclosure requirements under Item 5.05(c) of Form 8-K regarding any amendment
to or waiver of the code with respect to our Chief Executive Officer and Chief
Financial Officer, and persons performing similar functions, by posting such
information on our website.
Director Compensation
In 2009,
directors of Landmark Bancorp received a monthly fee of $1,550 for serving on
the board of directors and they will receive a monthly fee of $1,600 in
2010. Landmark Bancorp has assumed deferred compensation agreements
entered into by Messrs. Ball, Ross, Schugart and Snapp as directors of Landmark
Bancshares, Inc. Landmark Bancorp has also assumed deferred compensation
agreements entered into by Mr. Schugart as an executive officer of Landmark
Bancshares, Inc.
Name
|
|
Fees earned or
paid in cash
($)
|
|
|
Option awards
($) (1)
|
|
|
All other
compensation
($)
|
|
|
Total
($)
|
|
(a)
|
|
(b)
|
|
|
(d)
|
|
|
(g)
|
|
|
(h)
|
|
Richard
A. Ball
|
|
|
18,600 |
|
|
|
- 0
- |
|
|
|
- 0
- |
|
|
|
18,600 |
|
Brent
A. Bowman
|
|
|
18,600 |
|
|
|
- 0
- |
|
|
|
- 0
- |
|
|
|
18,600 |
|
Joseph
L. Downey
|
|
|
18,600 |
|
|
|
- 0
- |
|
|
|
- 0
- |
|
|
|
18,600 |
|
Jim
W. Lewis
|
|
|
18,600 |
|
|
|
- 0
- |
|
|
|
- 0
- |
|
|
|
18,600 |
|
Jerry
R. Pettle
|
|
|
18,600 |
|
|
|
- 0
- |
|
|
|
- 0
- |
|
|
|
18,600 |
|
Susan
E. Roepke
|
|
|
18,600 |
|
|
|
- 0
- |
|
|
|
- 0
- |
|
|
|
18,600 |
|
C.
Duane Ross
|
|
|
18,600 |
|
|
|
- 0
- |
|
|
|
- 0
- |
|
|
|
18,600 |
|
Larry
L. Schugart
|
|
|
18,600 |
|
|
|
- 0
- |
|
|
|
- 0 - |
(2) |
|
|
18,600 |
|
David
H. Snapp
|
|
|
18,600 |
|
|
|
- 0
- |
|
|
|
- 0
- |
|
|
|
18,600 |
|
|
(1)
|
As
of December 31, 2009, each non-employee director held 9,825 options, of
which 6,550 were exercisable.
|
|
(2)
|
Mr.
Schugart received $49,700 in 2009, pursuant to deferred compensation
agreements entered into with Landmark Bancshares, Inc., which were assumed
by Landmark Bancorp in connection with its acquisition of Landmark
Bancshares, Inc.
|
EXECUTIVE
COMPENSATION
The
following table sets forth the following information: (i) the dollar value of
base salary and bonus earned during the years ended December 31, 2009 and 2008;
(ii) the aggregate grant date fair value related to stock option awards during
these years, computed in accordance with FASB ASC Topic 718; (iii) the dollar
value of earnings for services pursuant to awards granted during these years
under non-equity incentive plans; (iv) all other compensation for these years;
and, finally, (v) the dollar value of total compensation for these
years.
Summary
Compensation Table
Name and principal position
|
|
Year
|
|
Salary ($)
|
|
|
Bonus ($)
|
|
|
Option
awards ($)
(1)
|
|
|
Non-equity
incentive plan
compensation
($)
(2)
|
|
|
All other
compensation
($)
(3)
|
|
|
Total ($)
|
|
(a)
|
|
(b)
|
|
(c)
|
|
|
(d)
|
|
|
(f)
|
|
|
(g)
|
|
|
(i)
|
|
|
(j)
|
|
Patrick
L. Alexander
|
|
2009
|
|
|
305,000 |
|
|
|
- 0
- |
|
|
|
- 0
- |
|
|
|
- 0
- |
|
|
|
35,170 |
|
|
|
340,170 |
|
President and Chief Executive
|
|
2008
|
|
|
292,380 |
|
|
|
13,750 |
|
|
|
57,421 |
|
|
|
4,250 |
|
|
|
35,072 |
|
|
|
402,873 |
|
Officer
(4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael
E. Scheopner
|
|
2009
|
|
|
171,500 |
|
|
|
3,000 |
|
|
|
- 0
- |
|
|
|
- 0
- |
|
|
|
21,145 |
|
|
|
195,645 |
|
Executive
Vice President and
|
|
2008
|
|
|
164,000 |
|
|
|
10,850 |
|
|
|
37,156 |
|
|
|
3,350 |
|
|
|
26,258 |
|
|
|
241,614 |
|
Credit
Risk Manager
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mark
A. Herpich
|
|
2009
|
|
|
171,500 |
|
|
|
3,000 |
|
|
|
- 0
- |
|
|
|
- 0
- |
|
|
|
16,839 |
|
|
|
191,339 |
|
Executive
Vice President and
|
|
2008
|
|
|
164,000 |
|
|
|
13,400 |
|
|
|
37,156 |
|
|
|
3,350 |
|
|
|
21,306 |
|
|
|
239,212 |
|
Chief
Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Amounts
reflect the aggregate grant date fair value of awards granted in 2008
under FASB ASC Topic 718. The assumptions used in determining the
compensation expense recognized under FASB ASC Topic 718 can be found in
Footnote 11 to the financial statements included in our Annual Report on
Form 10-K for the year ended December 31,
2009.
|
(2)
|
Represents
payments under our performance incentive plan bonuses, which are based on
return on average assets, return on average equity and earnings per share
increases, accrued and related to performance in 2009 and 2008, which were
paid in 2010 and 2009,
respectively.
|
(3)
|
Amounts
included in Messrs. Alexander, Scheopner and Herpich include Company
contributions to Landmark’s 401(k) Profit Sharing Plan of $13,800,
$11,777, and $11,777, respectively, in 2008, and $14,700, $11,142 and
$11,295, respectively, in 2009. The additional amounts reported in
all other compensation, except as noted in Footnote (4), include
perquisites in the form of country club dues and a car
allowance.
|
(4)
|
Amount
reported in all other compensation includes board fees of $18,000 in 2008
and $18,600 in 2009.
|
In
October 2001 we entered into employment agreements with each of Messrs.
Alexander, Scheopner and Herpich. Mr. Alexander’s agreement provides for
an initial three-year term that renews for an additional one-year term on each
anniversary of its original effective date (so that, as of each
anniversary date of the effective date, the agreement will always have a
three-year term), unless either party gives notice of its intention to terminate
the agreement 90 days prior to the anniversary date. Pursuant to his
employment agreement, Mr. Alexander is entitled to receive a base salary of
$200,000, subject to increase in accordance with our management compensation
policies and plans. Mr. Alexander is also entitled to receive a
performance bonus based on performance criteria selected by the Compensation
Committee, a country club membership, an annual car allowance and such other
benefits as are provided to our other executive officers.
Mr.
Herpich’s and Mr. Scheopner’s agreements each provide for an initial one-year
term that automatically renews on each anniversary of its original effective
date unless either party gives notice of its intention to terminate the
agreement 90 days prior to the anniversary date. Pursuant to their
respective employment agreements, each of Mr. Herpich and Mr. Scheopner are
entitled to receive a minimum base salary of $105,000, subject to increase in
accordance with our management compensation policies and plans. They are
also entitled to receive a performance bonus based on performance criteria
selected by the Compensation Committee, a country club membership, an annual car
allowance and such other benefits as are provided to our other executive
officers.
Outstanding
Equity Awards at Fiscal Year-End
The
following table sets forth information on outstanding options held by the
individuals named in the Summary Compensation Table at December 31, 2009,
including the number of shares underlying both exercisable and unexercisable
portions of each stock option as well as the exercise price and the expiration
date of each outstanding option.
|
|
Option Awards
|
Name
|
|
Number of
securities
underlying
unexercised
options
(#)
Exercisable
|
|
|
Number of
securities
underlying
unexercised
options
(#)
Unexercisable
(1)
|
|
|
Option
exercise
Price
($)
|
|
Option
expiration
date (2)
|
(a)
|
|
(b)
|
|
|
(c)
|
|
|
(e)
|
|
(f)
|
Patrick
L. Alexander
|
|
|
4,466 |
|
|
|
- 0
- |
|
|
|
11.70 |
|
1/26/2011
|
|
|
|
30,072 |
|
|
|
- 0
- |
|
|
|
21.79 |
|
3/29/2014
|
|
|
|
22,554 |
|
|
|
7,518 |
|
|
|
22.34 |
|
4/19/2016
|
|
|
|
7,518 |
|
|
|
22,554 |
|
|
|
20.85 |
|
4/23/2018
|
Michael
E. Scheopner
|
|
|
19,458 |
|
|
|
- 0
- |
|
|
|
21.79 |
|
3/29/2014
|
|
|
|
14,594 |
|
|
|
4,864 |
|
|
|
22.34 |
|
4/19/2016
|
|
|
|
4,864 |
|
|
|
14,595 |
|
|
|
20.85 |
|
4/23/2018
|
Mark
A. Herpich
|
|
|
8,521 |
|
|
|
- 0
- |
|
|
|
9.82 |
|
3/20/2010
|
|
|
|
2,841 |
|
|
|
- 0
- |
|
|
|
11.70 |
|
1/26/2011
|
|
|
|
19,458 |
|
|
|
- 0
- |
|
|
|
21.79 |
|
3/29/2014
|
|
|
|
14,594 |
|
|
|
4,864 |
|
|
|
22.34 |
|
4/19/2016
|
|
|
|
4,864 |
|
|
|
14,595 |
|
|
|
20.85 |
|
4/23/2018
|
|
(1)
|
Of
Mr. Alexander’s remaining unvested options awarded on April 19, 2006,
7,518 vest on April 19, 2010. Of his unvested options awarded on
April 23, 2008, 7,518 vest on each of April 23, 2010, 2011 and
2012.
|
Of Mr.
Scheopner’s and Mr. Herpich’s remaining unvested options awarded on April 19,
2006, 4,864 vest on April 19, 2010. Of their unvested options awarded on
April 23, 2008, 4,865 vest on each April 23, 2010, 2011 and
2012.
|
(2)
|
All
options expire 10 years after the grant
date.
|
All
equity awards made to Messrs. Alexander, Scheopner and Herpich were made
pursuant to the 2001 Long-Term Incentive Plan, which authorized the issuance of
up to 340,000 shares of our common stock, as adjusted subsequently for the
impact of our annual 5% stock dividends, including the granting of incentive
stock options, nonqualified stock options, restricted stock and stock
appreciation rights. The options were granted with an exercise price equal
to the fair market value of the stock on the date of grant.
Benefits
upon Termination or a Change in Control
If Mr.
Alexander’s employment is terminated without cause (which is defined in the
employment agreement), Landmark Bancorp will be obligated to pay or to provide
to him, as applicable, a cash payment equal to three times the sum of (a) his
then annual salary, (b) an amount equal to the average of the annual performance
bonuses paid to him for the most recent three fiscal years, and (c) the
contributions made for his benefit under all employee retirement plans during
the most recently ended fiscal year. Landmark Bancorp must also provide
Mr. Alexander and his immediate family continued insurance coverage for the
three years after this termination of employment. Landmark Bancorp will
have no continuing obligation to Mr. Alexander if he voluntarily terminates his
employment or if he is terminated for cause, except that Landmark Bancorp will
be obligated to pay him his accrued salary and benefits through the effective
date of his termination of employment.
Except as
described below, the employment agreements for Messrs. Herpich and Scheopner
contain substantially the same provisions as those included in Mr. Alexander’s
employment agreement. As described above, the terms of their respective
agreements are for one year and, absent 90 days notice from either party, they
automatically extend for one additional year on each anniversary of the
effective date of the agreement. If Mr. Herpich or Mr. Scheopner is
terminated without cause during the term of his respective agreement, he will be
entitled to receive an amount equal to the sum of (a) his then annual salary,
(b) an amount equal to the average of the annual performance bonuses paid to him
for the most recently ended three fiscal years, and (c) the contributions made
for his benefit under all employee retirement plans during the most recently
ended fiscal year. Landmark Bancorp must also provide the officer and his
immediate family with continued insurance coverage for one year after this
termination of employment. The payment to be made to Mr. Herpich or Mr.
Scheopner, as applicable, upon his voluntary termination of employment within
six months after a change of control or his involuntary termination without
cause within one year of a change of control will be equal to two times the sum
of (a) his then annual salary, (b) an amount equal to the average of the annual
performance bonuses paid to him for the most recently ended three fiscal years,
and (c) the contributions made for his benefit under all employee retirement
plans during the most recently ended fiscal year.
The
following table sets forth the potential payments payable to each of the
individuals named in the Summary Compensation Table upon termination of
employment, change in control, disability and death, assuming the events
occurred on December 31, 2009.
|
|
|
|
Termination Without
Cause
|
|
|
Termination Following
Change-in Control
|
|
|
Termination for Any
other Reason (1)
|
|
Patrick
L. Alexander
|
|
Base
Salary
|
|
$ |
921,000 |
|
|
$ |
921,000 |
|
|
|
- 0
- |
|
|
|
Short-Term
Incentive
|
|
|
52,500 |
|
|
|
52,500 |
|
|
|
- 0
- |
|
|
|
Benefit
Plan
|
|
|
44,100 |
|
|
|
44,100 |
|
|
|
- 0
- |
|
|
|
Medical
|
|
|
7,424 |
|
|
|
7,424 |
|
|
|
- 0
- |
|
|
|
Stock
Options (2)
|
|
|
15,050 |
|
|
|
15,050 |
|
|
|
15,050 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
1,040,074 |
|
|
$ |
1,040,074 |
|
|
$ |
15,050 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael E. Scheopner
|
|
Base
Salary
|
|
$ |
175,000 |
|
|
$ |
350,000 |
|
|
|
- 0
- |
|
|
|
Short-Term
Incentive
|
|
|
14,800 |
|
|
|
29,600 |
|
|
|
- 0
- |
|
|
|
Benefit
Plan
|
|
|
11,142 |
|
|
|
22,284 |
|
|
|
- 0
- |
|
|
|
Medical
|
|
|
5,471 |
|
|
|
10,663 |
|
|
|
- 0
- |
|
|
|
Stock
Options (2)
|
|
|
- 0
– |
|
|
|
- 0
– |
|
|
|
- 0
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
206,413 |
|
|
$ |
412,547 |
|
|
|
- 0
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mark
A. Herpich
|
|
Base
Salary
|
|
$ |
175,000 |
|
|
$ |
350,000 |
|
|
|
- 0
- |
|
|
|
Short-Term
Incentive
|
|
|
15,650 |
|
|
|
31,300 |
|
|
|
- 0
- |
|
|
|
Benefit
Plan
|
|
|
11,295 |
|
|
|
22,590 |
|
|
|
- 0
- |
|
|
|
Medical
|
|
|
5,471 |
|
|
|
10,663 |
|
|
|
- 0
- |
|
|
|
Stock
Options (2)
|
|
|
54,309 |
|
|
|
54,309 |
|
|
|
54,309 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
261,726 |
|
|
$ |
468,863 |
|
|
$ |
54,309 |
|
(1)
|
This
column includes amounts payable as a result of a voluntary termination by
the employee, a termination of the employee for cause by Landmark Bancorp,
termination as a result of death or disability or a termination by the
employee upon retirement.
|
(2)
|
Based
on Landmark Bancorp’s closing price of $15.07 on December 31, 2009, the
last trading day of the year.
|
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The
following table sets forth certain information regarding our common stock
beneficially owned on April 2, 2010 with respect to all persons known to us to
be the beneficial owner of more than five percent of our common stock, each
director and nominee, each executive officer named in the summary compensation
table above and all directors and executive officers of as a group.
Beneficial ownership has been determined for this purpose in accordance with
Rule 13d-3 under the Securities Exchange Act, under which a person is deemed to
be the beneficial owner of securities if he or she has or shares voting power or
investment power with respect to such securities or has the right to acquire
beneficial ownership of such securities within 60 days of April 2,
2010.
Name of Individual and
Number of Persons in Group
|
|
Amount and Nature of
Beneficial Ownership(1)
|
|
|
Percent
of Class
|
|
|
|
|
|
|
|
|
Directors
and Named Executive Officers
|
|
|
|
|
|
|
Patrick
L. Alexander
|
|
|
163,748 |
(2) |
|
|
6.3 |
% |
Richard
A. Ball
|
|
|
66,739 |
(3) |
|
|
2.7 |
% |
Brent
A. Bowman
|
|
|
13,360 |
(4) |
|
|
* |
|
Joseph
L. Downey
|
|
|
25,460 |
(5) |
|
|
1.0 |
% |
Jim
W. Lewis
|
|
|
70,060 |
(6) |
|
|
2.8 |
% |
Jerry
R. Pettle
|
|
|
25,609 |
(7) |
|
|
1.0 |
% |
Susan
E. Roepke
|
|
|
112,889 |
(8) |
|
|
4.5 |
% |
C.
Duane Ross
|
|
|
57,408 |
(9) |
|
|
2.3 |
% |
Larry
L. Schugart
|
|
|
119,006 |
(10) |
|
|
4.7 |
% |
David
H. Snapp
|
|
|
48,396 |
(11) |
|
|
1.9 |
% |
Mark
A. Herpich
|
|
|
73,940 |
(12) |
|
|
2.9 |
% |
Michael
E. Scheopner
|
|
|
81,905 |
(13) |
|
|
3.2 |
% |
|
|
|
|
|
|
|
|
|
All
directors and executive officers as a group (16 persons)
|
|
|
952,833 |
(14) |
|
|
33.6 |
% |
*Less
than 1%
(1)
|
The
information contained in this column is based upon information furnished
to us by the persons named below and the members of the designated
group. The nature of beneficial ownership for shares shown in this
column is sole voting and investment power, except as set forth in the
footnotes below. Inclusion of shares in this table shall not be
deemed to be an admission of beneficial ownership of such
shares.
|
(2)
|
Includes
79,646 shares presently obtainable through the exercise of options granted
under our stock option plan. Also includes 26,807 shares owned in an
individual retirement account over which Mr. Alexander has shared voting
and investment power. 24,724 shares are pledged as collateral in
connection with a line of credit from an unrelated financial
institution.
|
(3)
|
Includes
8,188 shares presently obtainable through the exercise of options granted
under our stock option plan. Also includes 5,354 shares owned in a
simplified employee pension individual retirement account over which Mr.
Ball has voting and investment power, 307 shares held as a trustee over
which he has shared voting and investment power, 819 shares held by a
company in which he has a controlling position or interest; 7,367 shares
in an individual retirement account over which he has shared voting and
investment power, 158 shares owned by his spouse directly and 534 shares
owned in his spouse’s individual retirement account over which he has no
voting or investment power.
|
(4)
|
Includes
8,188 shares presently obtainable through the exercise of options granted
under our stock option plan.
|
(5)
|
Includes
8,188 shares presently obtainable through the exercise of options granted
under our stock option plan. Also includes 7,511 shares owned by Mr.
Downey’s spouse over which he has shared voting and shared investment
power.
|
(6)
|
Includes
8,188 shares presently obtainable through the exercise of options granted
under our stock option plan.
|
(7)
|
Includes
8,188 shares presently obtainable through the exercise of options granted
under our stock option plan. Also includes 6,190 shares held in an
individual retirement account over which Mr. Pettle has shared voting and
sole investment power.
|
(8)
|
Includes
8,188 shares presently obtainable through the exercise of options granted
under our stock option plan. Also includes 32,455 shares held in an
individual retirement account of which the power to vote such shares is
shared with the individual retirement account administrator, 48,522 shares
owned by her spouse over which she has shared voting and investment power
and 1,704 shares held in her spouse’s individual retirement account and
over which Ms. Roepke disclaims beneficial ownership of such shares.
31,560 shares are pledged as collateral in connection with a line of
credit from an unrelated financial
institution.
|
(9)
|
Includes
8,188 shares presently obtainable through the exercise of options granted
under our stock option plan. Also includes 7,499 shares held in an
individual retirement account over which Mr. Ross has sole voting and sole
investment power and 3,081 shares held in his spouse’s individual
retirement account over which he has no voting or investment
power.
|
(10)
|
Includes
8,188 shares presently obtainable through the exercise of options granted
under our stock option plan. Also includes 8,183 shares owned by his
spouse over which Mr. Schugart has shared voting and investment power and
849 shares held in his spouse’s individual retirement account over which
shares he has no voting or investment power. Also includes 52,283
shares owned in an individual retirement account over which he has shared
voting and investment power. 34,184 shares are pledged as collateral
in connection with a line of credit from an unrelated financial
institution.
|
(11)
|
Includes
8,188 shares presently obtainable through the exercise of options granted
under our stock option plan. Also includes 3,940 shares held in an
individual retirement account over which he has shared voting and sole
investment power. Also includes 928 shares owned by his spouse over
which he has shared voting and investment power and Mr. Snapp disclaims
beneficial ownership of such shares. 5,400 shares are pledged as
collateral in connection with a loan from an unrelated financial
institution.
|
(12)
|
Includes
51,486 shares presently obtainable through the exercise of options granted
under our stock option plan. Also includes 20,111 shares Mr. Herpich
owns with his spouse over which he has shared voting and investment power
and includes 2,342 shares owned in an individual retirement account over
which he has shared voting and investment
power.
|
(13)
|
Includes
48,645 shares presently obtainable through the exercise of options granted
under our stock option plan. Also includes 27,344 shares owned
jointly with his spouse over which Mr. Scheopner shares voting and
investment power and 5,916 shares owned in an individual retirement
account over which he has shared voting and investment power. 26,042
shares are pledged as collateral in connection with a line of credit from
an unrelated financial institution.
|
(14)
|
Includes
an aggregate of 329,885 shares presently obtainable through the exercise
of options granted under the Landmark Bancorp, Inc. 2001 Stock Incentive
Plan.
|
SECTION
16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section
16(a) of the Securities Exchange Act requires that our executive officers,
directors and persons who own more than 10% of our common stock file reports of
ownership and changes in ownership with the Securities and Exchange Commission
and with the exchange on which our shares of common stock are traded.
These persons are also required to furnish us with copies of all Section 16(a)
forms they file. Based solely on our review of the copies of these forms,
we are not aware that any of our directors, executive officers or 10%
stockholders failed to comply with the filing requirements of Section 16(a)
during the fiscal year ended December 31, 2009, except for Richard Ball, who had
three late filings relating to sixteen transactions; and Larry Heyka, who had
three late filings relating to three transactions.
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
Our
directors and officers and their associates were customers of and had
transactions with Landmark Bancorp and Landmark National Bank, and their
predecessors, during 2009. Additional transactions are expected to take
place in the future. All outstanding loans, commitments to loan, and
certificates of deposit and depository relationships, in the opinion of
management, were made in the ordinary course of business, on substantially the
same terms, including interest rates and collateral, as those prevailing at the
time for comparable transactions with other persons and did not involve more
than the normal risk of collectability or present other unfavorable features.
All such loans are approved by the Landmark National Bank’s board of directors
in accordance with the bank regulatory requirements.
AUDIT
COMMITTEE REPORT
The Audit
Committee assists the board in carrying out its oversight responsibilities for
our financial reporting process, audit process and internal controls. The Audit
Committee also reviews the audited financial statements and recommends to the
board that they be included in our annual report on Form 10-K. The
committee is comprised of Messrs. Ball, Downey, Pettle, Ross, and Schugart and
Ms. Roepke. All of the members are deemed “independent,” as defined by
NASDAQ.
The Audit
Committee has reviewed and discussed our audited financial statements for 2009
with our management and KPMG LLP, our independent registered public accounting
firm. The committee has also discussed with KPMG LLP the matters required
to be discussed by Statement on Auditing Standards No. 114 (The Auditor’s
Communication with Those Charged with Governance) and received and discussed the
written disclosures and the letter from KPMG LLP required by Public Company
Accounting Oversight Board Rule 3526 (Communication with Audit Committees
Concerning Independence). Based on the review and discussions with
management and KPMG LLP, the committee has recommended to the board that the
audited financial statements be included in our annual report on Form 10-K for
2009 for filing with the Securities and Exchange Commission.
Audit
Committee:
|
|
|
Richard
A. Ball
|
Susan
E. Roepke
|
Joseph
L. Downey
|
C.
Duane Ross
|
Jerry
R. Pettle
|
Larry
L. Schugart
|
PROPOSAL
II – RATIFICATION OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
Stockholders
will be asked to ratify the appointment of KPMG LLP as our independent
registered public accounting firm for 2010. If the appointment of KPMG LLP
is not ratified, the matter of the appointment of our independent registered
public accounting firm will be considered by the Audit Committee.
Representatives of KPMG LLP are expected to be present at the meeting and will
be given the opportunity to make a statement if they desire to do so and will be
available to respond to appropriate questions. We recommend that you vote FOR the
ratification of KPMG LLP to serve as our independent registered public
accounting firm.
Accountant
Fees
Audit
Fees. The
aggregate amounts of audit fees billed by KPMG LLP for 2009 and 2008 were
$165,000 and $160,000 respectively, for their audit of our annual financial
statements for 2009 and 2008 and their required reviews of our unaudited interim
financial statements included in our quarterly reports filed during 2009 and
2008.
Audit Related
Fees. The aggregate amount of audit related fees billed by KPMG LLP
for 2009 was $86,115 for professional services relating to control
identification and evaluation in connection with management’s assessment of
internal control over financial reporting. We did not incur any audit
related fees from KPMG LLP for 2008.
Tax
Fees. The
aggregate amounts of tax related services billed by KPMG LLP for 2009 and 2008
were $44,000 and
$45,930, respectively, for professional services rendered for tax compliance,
tax advice and tax planning. The services provided included assistance
with the preparation of our tax return and guidance with respect to estimated
tax payments.
All Other
Fees. We did not incur fees from KPMG LLP for 2009 and 2008 other
than the fees reported above.
The Audit
Committee, after consideration of these matters, does not believe that the
rendering of these services by KPMG LLP to be incompatible with maintaining
their independence as our principal accountants.
Audit
Committee Pre-Approval Policy
Among
other things, the Audit Committee is responsible for appointing, setting
compensation for and overseeing the work of the independent registered public
accounting firm. We have adopted a pre-approval policy under which the
Audit Committee approves in advance all audit and non-audit services to be
performed by our independent registered public accounting firm. As part of
its pre-approval policy, the Audit Committee considers whether the provision of
any proposed non-audit services is consistent with the SEC’s rules on auditor
independence. In
accordance with the pre-approval policy, the Audit Committee has pre-approved
certain specified audit and non-audit services to be provided by KPMG LLP for up
to twelve months from the date of the pre-approval. All of the services
referred to above for 2009 were pre-approved by the Audit
Committee.
IMPORTANT
NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIAL FOR THE STOCKHOLDER MEETING
TO BE HELD ON MAY 19, 2010
Full copies of the proxy statement, the
proxy card and other materials for the annual meeting are available on the
internet at www.landmarkbancorpinc.com. Stockholders will receive a full
set of these materials through the mail from us or from your
broker.
For directions to attend the annual
meeting in person, please contact Cathy Harman at (785) 565-2000.
|
By
order of the Board of Directors
|
|
|
|
/s/
Patrick L. Alexander
|
|
|
|
Patrick
L. Alexander
|
|
President
and Chief Executive Officer
|
Manhattan,
Kansas
April 16,
2010
ALL
STOCKHOLDERS ARE URGED TO SIGN
AND
MAIL THEIR PROXIES PROMPTLY
PROXY
FOR COMMON SHARES ON BEHALF OF THE BOARD OF DIRECTORS
FOR
THE ANNUAL MEETING OF THE STOCKHOLDERS OF
LANDMARK
BANCORP, INC. TO BE HELD MAY 19, 2010
The
undersigned hereby appoints Mark A. Herpich, Richard A. Ball and Susan E.
Roepke, or any two of them acting in the absence of the other, with power of
substitution, attorneys and proxies, for and in the name and place of the
undersigned, to vote the number of shares of common stock that the undersigned
would be entitled to vote if then personally present at the annual meeting of
the stockholders of Landmark Bancorp, Inc., to be held at the Kansas State
University Alumni Center, 17th and
Anderson Avenue, Manhattan, Kansas, on Wednesday, May 19, 2010, at 2:00 p.m.,
local time, or any adjournments or postponements of the meeting, upon the
matters set forth in the notice of annual meeting and proxy statement, receipt
of which is hereby acknowledged, as follows:
1.
|
ELECTION
OF DIRECTORS:
|
FOR all nominees listed
below (except as marked to the contrary below)
¨
|
|
WITHHOLD
AUTHORITY
to
vote for all nominees listed below
¨
|
Class III (term expires
2013): Patrick L.
Alexander, Jim W. Lewis, Jerry R. Pettle, Larry L. Schugart
(INSTRUCTIONS: TO
WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A LINE THROUGH THE
NOMINEE’S NAME IN THE LIST ABOVE.)
2.
|
RATIFY
THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31,
2010:
|
¨
For
|
¨
Against
|
¨
Abstain
|
3.
|
In
accordance with their discretion, upon all other matters that may properly
come before the meeting and any adjournments or postponements of the
meeting.
|
THIS
PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE
UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR THE NOMINEES LISTED UNDER PROPOSAL 1 AND FOR PROPOSAL 2.
Dated: __________________________________,
2010
|
|
|
Signature(s)
|
|
|
|
|
|
NOTE: PLEASE
DATE PROXY AND SIGN IT EXACTLY AS NAME OR NAMES APPEAR ABOVE. ALL
JOINT OWNERS OF SHARES SHOULD SIGN. STATE FULL TITLE WHEN SIGNING AS
EXECUTOR, ADMINISTRATOR, TRUSTEE, GUARDIAN, ETC. PLEASE RETURN SIGNED
PROXY CARD IN THE ENCLOSED ENVELOPE.
Important
Notice Regarding the Availability of Proxy Material for the Stockholder Meeting
to be Held on May 19, 2010.
Full copies of the proxy statement, the
proxy card and other materials for the annual meeting are available on the
internet at www.landmarkbancorpinc.com. Stockholders will receive a
full set of these materials through the mail from us of from your
broker.