DEF 14A
Proxy
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1934
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Definitive
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Soliciting
Material Pursuant to Rule 14a-11(c) or Rule
14a-12
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First
Community Corporation
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of
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(Name
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FIRST
COMMUNITY CORPORATION
5455
Sunset Boulevard
Lexington,
South Carolina 29072
NOTICE
OF ANNUAL MEETING OF SHAREHOLDERS
April
15, 2006
Dear
Fellow Shareholder:
We
cordially invite you to attend the 2006 Annual Meeting of Shareholders of First
Community Corporation, the holding company for First Community Bank, N.A. At
the
meeting, we will report on our performance in 2005 and answer your questions.
We
are excited about our accomplishments in 2005 and look forward to discussing
both our accomplishments and our plans with you. We hope that you can attend
the
meeting and look forward to seeing you there.
This
letter serves as your official notice that we will hold the meeting on May
17,
2006 at 11:00 a.m. at First Community Bank, Training Room, 1735 Wilson Road
(entrance facing Alex Avenue), Newberry, South Carolina for the following
purposes:
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1.
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To
elect five Class III directors to serve on the board of directors
each for
three-year terms; and
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2.
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To
transact any other business that may properly come before the meeting
or
any adjournment of the meeting.
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Shareholders
owning our common stock at the close of business on March 31, 2006 are entitled
to attend and vote at the meeting. A complete list of these shareholders will
be
available at the company’s offices prior to the meeting.
Please
use this opportunity to take part in the affairs of your company by voting
on
the business to come before this meeting. Even if you plan to attend the
meeting, we encourage you to complete and return the enclosed proxy to us as
promptly as possible.
By
order
of the Board of Directors,
/s/
James C. Leventis
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/s/
Michael C. Crapps
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James
C. Leventis
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Michael
C. Crapps
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Chairman
of the Board
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President
and Chief Executive
Officer
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5455
Sunset Boulevard, Lexington, South Carolina 29072 / Telephone: (803) 951-2265
/
Fax: (803) 951-1722
FIRST
COMMUNITY CORPORATION
5455
Sunset Boulevard
Lexington,
South Carolina 29072
Proxy
Statement for Annual Meeting of
Shareholders
to be Held on May 17, 2006
Our
board
of directors is soliciting proxies for the 2006 Annual Meeting of Shareholders.
This proxy statement contains important information for you to consider when
deciding how to vote on the matters brought before the meeting. We encourage
you
to read it carefully.
Voting
Information
The
board
set March 31, 2006 as the record date for the meeting. Shareholders owning
our
common stock at the close of business on that date are entitled to attend and
vote at the meeting, with each share entitled to one vote. There were 2,893,246
shares of common stock outstanding on the record date. A majority of the
outstanding shares of common stock represented at the meeting will constitute
a
quorum. We will count abstentions and broker non-votes, which are described
below, in determining whether a quorum exists.
Many
of
our shareholders hold their shares through a stockbroker, bank, or other nominee
rather than directly in their own name. If you hold our shares in a stock
brokerage account or by a bank or other nominee, you are considered the
beneficial
owner
of
shares held in street name, and these materials are being forwarded to you
by
your broker or nominee, which is considered the shareholder
of record
with
respect to those shares. As the beneficial
owner,
you
have the right to direct your broker or nominee how to vote and are also invited
to attend the annual meeting. However, since you are not the shareholder
of record,
you may
not vote these shares in person at the meeting unless you obtain a signed proxy
from the shareholder
of record
giving
you the right to vote the shares. Your broker or nominee has enclosed or
provided a voting instruction card for you to use to direct your broker or
nominee how to vote these shares.
When
you
sign the proxy card, you appoint David K. Proctor and Joseph G. Sawyer as your
representatives at the meeting. Messrs. Proctor and Sawyer will vote your proxy
as you have instructed them on the proxy card. If you submit a proxy but do
not
specify how you would like it to be voted, Messrs. Proctor and Sawyer will
vote
your proxy for the election to the Board of Directors of all nominees listed
below under “Election of Directors.” We are not aware of any other matters to be
considered at the meeting. However, if any other matters come before the
meeting, Messrs. Proctor and Sawyer will vote your proxy on such matters in
accordance with their judgment.
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 and delivering another proxy with a later
date or by voting in person at the meeting.
Brokers
who hold shares for the accounts of their clients may vote these shares either
as directed by their clients or in their own discretion if permitted by the
exchange or other organization of which they are members. Proxies that brokers
do not vote on some proposals but that they do vote on others are referred
to as
"broker non-votes" with respect to the proposals not voted upon. A broker
non-vote does not count as a vote in favor of or against a particular proposal
for which the broker has no discretionary voting authority. In addition, if
a
shareholder abstains from voting on a particular proposal, the abstention does
not count as a vote in favor of or against the proposal.
We
are
paying for the costs of preparing and mailing the proxy materials and of
reimbursing brokers and others for their expenses of forwarding copies of the
proxy materials to our shareholders. Our officers and employees may assist
in
soliciting proxies but will not receive additional compensation for doing so.
We
are distributing this proxy statement on or about April 15,
2006.
Proposal
No. 1: Election of Directors
The
board
of directors is divided into three classes with staggered terms, so that the
terms of only approximately one-third of the board members expire at each annual
meeting. The current terms of the Class III directors will expire at the
meeting. The terms of the Class I directors will expire at the 2007 Annual
Shareholders Meeting and the terms of the Class II directors will expire at
the
2008 Annual Shareholders Meeting. Our
directors and their classes are:
Class
I
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Class
II
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Class
III
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Richard
K. Bogan, MD
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Thomas
C. Brown
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Chimin
J. Chao
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Michael
C. Crapps
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O.A.
Ethridge, D.M.D.
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James
C. Leventis
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Hinton
G. Davis
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W.
James Kitchens, Jr.
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Loretta
R. Whitehead
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Anita
B. Easter
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Mitchell
M. Willoughby
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J.
Thomas Johnson
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George
H. Fann, Jr., D.M.D.
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Alexander
Snipe, Jr.
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There
are
currently five directors in Class III. Shareholders
will
elect five nominees as Class III directors at the meeting to serve a three-year
term, expiring at the 2009 annual meeting
of
shareholders. The directors will be elected by a plurality of the votes cast
at
the meeting. This means that the five nominees receiving the highest number
of
votes will be elected. The board of directors recommends that you elect
Chimin J. Chao, James C. Leventis, Loretta R. Whitehead, J. Thomas Johnson,
and
Alexander Snipe, Jr.
If
you
submit a proxy but do not specify how you would like it to be voted, Messrs.
Proctor and Sawyer will vote your proxy to elect Mr. Chao, Mr. Leventis, Ms.
Whitehead, Mr. Johnson, and Mr. Snipe. If any of these nominees is unable or
fails to accept nomination or election (which we do not anticipate), Messrs.
Proctor and Sawyer will vote instead for a replacement to be recommended by
the
board of directors, unless you specifically instruct otherwise in the
proxy.
Information
Regarding Nominees for Directors
Set
forth
below is certain information about the Class III nominees, each of whom
is
also
a
director
of
the
bank:
Chimin
J. Chao,
50,
Class III director, has served as a director of the company since its formation
in 1994. Mr. Chao lives in Lexington, South Carolina and since 1987 has been
president of the engineering firm Chao and Associates, Inc. in Irmo, South
Carolina. Mr. Chao is a member of the American Society of Engineers and the
National Society of Professional Engineers. He received a M.S. degree in
Structural Engineering at the University of South Carolina and holds a
Professional Engineer license and General Contractors license in South
Carolina.
James
C. Leventis,
68,
Class III director, Chairman of the Board, has served as Chairman of the Board
of Directors of the company since its formation in 1994. Mr. Leventis is a
shareholder of the law firm Rogers, Townsend & Thomas, PC where he has
practiced since 1996. Mr. Leventis received a J.D. degree and a B.S. degree
in
Business Administration from the University of South Carolina. Mr. Leventis
also
has extensive experience in the banking industry. From 1964 to 1968,
Mr. Leventis was a commercial lending officer with First National City Bank
of New York; from 1968 to 1974, he served as vice president and general manager
of Genway Corp., a nationwide leasing system of General Motors dealers; and
from
1985 to 1988, he served as president and chairman of Republic National Bank
in
Columbia. Mr. Leventis is also past vice chairman of the School Board of
Richland District I, a past member and former chairman of the Richland County
Council and Central Midlands Regional Planning Council, and past president
of
the Alumni Association of the University of South Carolina. He serves on the
Boards of the South Carolina State Chamber of Commerce, South Carolina Bankers
Association, Business Development Corporation, the Governor’s School for Science
and Mathematics, the Indian Waters Council and Southeastern Region Boy Scouts
of
America, the City Center Partnership of Columbia, and the Blue Ribbon Committee,
Richland County School District One.
Loretta
R. Whitehead,
63,
Class III director, has served as a director of the company since its formation
in 1994. Ms. Whitehead has been a realtor since 1981 and is currently a broker
with RE/MAX Real Estate Services in Columbia, South Carolina. She taught
full-time from 1964 through 1968 after receiving a B.A. degree in English and
Elementary Education from Columbia College in 1963. She is a board member of
the
Lexington Medical Center Foundation. She also took additional graduate work
at
the University of South Carolina and University of Tennessee from 1963 through
1968.
J.
Thomas Johnson,
59,
Class III director, has served as Vice Chairman of the Board and Executive
Vice
President of the company since the merger with Dutch Fork BancShares in October
2004. Mr. Johnson previously served as Chairman and CEO of Dutch Fork BancShares
and Newberry Federal Savings Bank since 1984. Mr. Johnson has been in banking
since 1968. He has served as Chairman of the Community Financial Institutions
of
South Carolina and formerly served on the board of directors of the South
Carolina Bankers Association. He is a member of the board of directors of the
Federal Home Loan Bank of Atlanta representing South Carolina member banks.
He
is also Chairman of Business Carolina, a statewide economic development lender.
He received a B.S. in Marketing in 1968 from the University of South Carolina.
He currently serves on the board of visitors of the Medical University of South
Carolina; the boards of the Newberry Opera House Foundation; Newberry Chamber
of
Commerce; the Central Carolina Alliance; the Central Carolina Community
Foundation and the S.C. Independent Colleges and Universities.
Alexander
Snipe, Jr.,
55,
has served as a Class III director of our company since May 2005. Mr. Snipe
has
been the president and chief executive officer of Glory Communications, Inc.
since September 1992. Glory Communications, Inc. operates five gospel
radio stations located in South Carolina markets, including its first station,
WFMV, which began broadcasting in November 1993 in Columbia, South Carolina.
Prior to forming Glory Communications, Inc., Mr. Snipe was the general sales
manager at a radio station for 10 years. He has over 20 years of broadcasting
experience. Mr. Snipe serves on the board of the William L. Bonner Bible
College, The National Association of Broadcasters Radio Board, The Radio Board's
Membership Committee (chairman), and The Gospel Heritage Foundation. Mr. Snipe
is a former board member of the Columbia Urban League and The Gospel Music
Association, and he is Past President of the South Carolina Broadcasters
Association.
Information
Regarding Continuing Directors
Set
forth
below is also information about each of the company’s other directors and each
of its executive officers. Each of the following directors is also a director
of
our bank.
Thomas
C. Brown,
47,
Class II director, has served as a director of the company since its formation
in 1994. Since 1989, Mr. Brown has been the president and owner of T.C.B.
Enterprises of South Carolina, Inc., a restaurant business based in Myrtle
Beach. Mr. Brown graduated from Clemson University in 1981 with a B.S. degree
in
Civil Engineering. He serves part-time as an ordained minister at All Saints
Episcopal Church, Pawleys Island, South Carolina.
O.A.
Ethridge, D.M.D.,
62,
Class II director, has
served as a director of the company since its formation in 1994. Dr. Ethridge
currently resides in Lexington, South Carolina and has practiced children's
dentistry in West Columbia, South Carolina for more than 20 years. After
graduating with a B.A. degree in Science from Erskine College in Due West,
South
Carolina in 1965, Dr. Ethridge received a D.M.D. in 1971 from the
University of Louisville School of Dentistry in Louisville, Kentucky. He became
a pedodontist in 1974 after receiving a pedodontist specialty from Children's
Medical Center in Dayton, Ohio.
W.
James Kitchens, Jr.,
44, Class
II
director, has
served as a director of the company since its formation in 1994. Mr. Kitchens
is
a Certified Public Accountant and holds the Chartered Financial Analyst
designation. He is the president of The Kitchens Firm, P.A., a certified public
accounting firm in Columbia. Mr. Kitchens earned a B.S. degree in Mathematics
from The University of the South and an M.B.A. degree from Duke
University.
Mitchell
M. Willoughby,
58,
Class II director, has served as a director of the company since its formation
in 1994. Mr. Willoughby has lived in Columbia, South Carolina since 1970 and
practiced law since 1975. He is currently a founding member of the law firm
Willoughby & Hoefer, P.A. Mr. Willoughby formerly served as general counsel
to the Greater Columbia Chamber of Commerce and serves in the South Carolina
Army National Guard with the rank of Brigadier General. He received a B.S.
degree in 1969 from Clemson University and a J.D. degree from the University
of
South Carolina in 1975.
Richard
K. Bogan,
60,
Class I director, has served as a director of the company since its formation
in
1994. Dr. Bogan has practiced medicine in Columbia, South Carolina since he
started Pulmonary Associates of Carolina in 1978. He graduated with a B.S.
degree from Wofford College in Spartanburg in 1966 and earned an M.D. degree
from the Medical College of South Carolina in Charleston in 1970. Dr. Bogan
has been president of Bogan Consulting, Inc., a medical consulting company,
since December 1992 and holds memberships in numerous medical organizations.
He
has served as medical director of Palmetto Physician Partners and president
of
SCDA, a management company of sleep clinics throughout the
Southeast.
Michael
C. Crapps,
47,
Class I director, has served as our President and Chief Executive Officer and
as
a director of the company since its formation in 1994. A
lifelong Lexington County resident, he began his banking career with South
Carolina National Bank in 1980, and by the time he changed jobs in 1985 he
was a
vice president and senior commercial lender in a regional office of that bank.
From 1985 to 1993, he worked for Republic National Bank in Columbia, becoming
President, chief executive officer, and a director of that bank. During his
career, Mr. Crapps has been responsible for virtually all aspects of banking,
including branches, commercial banking, operations, credit administration,
accounting, human resources, and compliance. He also serves the banking industry
through his involvement in the South Carolina Bankers Association having served
as its Chairman and on its Board of Directors. Mr. Crapps was selected as the
1997 Young Banker of the Year by the South Carolina Bankers Association. He
received a B.S. degree in Economics in 1980 from Clemson University and an
M.B.A. degree from the University of South Carolina in 1984. Mr. Crapps is
also
a graduate of the L.S.U. Banking School of the South. Mr. Crapps is presently
on
the Boards of Directors of the South Atlantic Division of the American Cancer
Society and serves as its Vice Chairman, the Greater Columbia Community
Relations Council, the Saluda Shoals Park Foundation and the Lexington School
District #1 Foundation. He is also a Past Chairman of the Lexington Chamber
of
Commerce.
Hinton
G. Davis, 68, Class
I
director, has served as a director of the company since its formation in 1994.
Mr. Davis is the founder and chief executive officer of Capital City Insurance
Company, Inc. and Davis Garvin Agency, Inc., an insurance company and insurance
agency, respectively. Since founding these companies in 1981, Mr. Davis has
worked as chief executive officer and primary owner of three related insurance
businesses: Southeastern Claims Services, Inc., Capital E & S Brokers, and
Charter Premium Audits. Mr. Davis has resided in Columbia for over 20 years
and
holds a B.B.A. degree in Insurance from the University of Georgia.
Anita
B. Easter,
61,
Class I director, has served as a director of the company since its formation
in
1994. Mrs. Easter is retired. She is a former owner and director of Anchor
Continental, Inc., a manufacturer of pressure sensitive tapes. She received
a
B.S. in Nursing from the University of South Carolina in 1979. In 2003, she
completed the South Carolina Bankers Association Bank Directors College at
the
University of South Carolina. She is past chair of the Greater Columbia
Community Relations Council and serves on the past chairs’ advisory council. She
is a member of Women in Philanthropy, the Columbia Luncheon Club and the League
of Women Voters.
George
H. Fann, Jr., D.M.D.,
61,
Class I director, has
served as a director of the company since its formation in 1994. Dr. Fann has
practiced dentistry in West Columbia, South Carolina for 34 years. He earned
a
B.S. degree from Clemson University in 1966 and a D.M.D. from the University
of
Louisville School of Dentistry in 1969. Dr. Fann is past chairman of the board
of directors of Lexington Medical Center in West Columbia, South Carolina.
Dr.
Fann is a recipient of the Order of the Palmetto awarded by the Governor of
South Carolina.
Information
Regarding Remaining Executive Officers
Set
forth
below is also information about each of our executive officers.
David
K. Proctor,
49, has
been the Senior Vice President/Senior Credit Officer of the company since First
Community Bank opened for business in 1995. From May 1994 to June 1995, he
was
the vice president of credit for Republic Leasing Company. From 1987 to 1994,
he
held various positions with Republic National Bank in Columbia and most recently
was executive vice president and senior credit officer. He is a 1979 graduate
of
Clemson University with a B.S. in Business Administration.
Joseph
G. Sawyer,
55, has
been Senior Vice President/Chief Financial Officer of the company since First
Community Bank opened for business in 1995. Prior to joining the company, he
was
senior vice president and general auditor for the National Bank of South
Carolina. He is a certified public accountant and a 1973 graduate of The Citadel
with a B.A. in Political Science.
J.
Ted Nissen,
44, has
been Senior Vice President and Group Executive of the company since July 1999.
From July 1995 to July 1999 he was a Vice President and City Executive of the
company. He is a 1984 graduate of Presbyterian College with a BS in Business
Management.
Information
About the Board of Directors
Meetings
During
the year ended December 31, 2005, the board of directors of the company held
12
meetings and the board of directors of the bank held 12 meetings. All of the
directors of the company and the bank attended at least 75% of the aggregate
of
such board meetings and the meetings of each committee on which they
served,
with
the
exception of Mr. Davis who attended 58% of the meetings.
Although
we do not have a formal policy regarding attendance by members of our board
at
our annual shareholders meetings, directors are encouraged to attend our annual
meeting. Nine directors attended the 2005 annual meeting of
shareholders.
Shareholder
Communication Policy
Our
board
of directors has implemented a process for shareholders of the company to send
communications to the board. Any shareholder desiring to communicate with the
board, or with specific individual directors, may so do by writing to the
secretary of the company, at First Community Corporation, 5455 Sunset Boulevard,
Lexington, South Carolina 29072. The secretary has been instructed by the board
to promptly forward all such communications to the addressees indicated
thereon.
Audit
Committee
The
audit
committee is composed of Dr. Ethridge, Mr. Kitchens, Mr. Willoughby, Ms.
Whitehead, and Ms. Easter. The
board
of directors has determined that all members are independent, as contemplated
in
the listing standards of the NASD and The NASDAQ Capital Market.
Our
board has determined that Mr. Kitchens, who was appointed to the audit committee
on March 16, 2004, qualifies as an audit committee financial expert under the
SEC rules. The audit committee met four times in 2005.
The
audit
committee has the responsibility of reviewing the company's financial
statements, evaluating internal accounting controls, reviewing reports of
regulatory authorities, and determining that all audits and examinations
required by law are performed. The committee recommends to the board the
appointment of the independent auditors for the next fiscal year, reviews and
approves the auditor's audit plans, and reviews with the independent auditors
the results of the audit and management's responses. The audit committee has
a
written charter which was adopted on March 18, 2003 and attached to our proxy
statement filed with the SEC on March 21, 2003. The
charter
outlines the committee’s responsibilities for overseeing the entire audit
function and appraising the effectiveness of internal and external audit efforts
and may be amended by the board at any time. The audit committee reports its
findings to the board of directors.
Nominating
Committee
Our
board
of directors recently appointed a nominating committee which is responsible
for
nominating individuals for election to our board. The nominating committee,
which is composed of Dr.
Fann,
Mr. Chao, Mr. Willoughby and Mr. Snipe (appointed to the committee in February
2006), met one time in 2005. The
board
of directors has determined that all members of are independent, as contemplated
in the listing standards of the NASD and The NASDAQ Capital Market.
On
March
16, 2004, our board adopted a nominating committee charter. The charter provides
that the responsibilities of the committee include: (a) reviewing the
qualifications and independence of the members of the board and its various
committee assignments; (b) evaluating incumbent directors in determining
consideration for reelection; (c) recommending board nominees for election
as
officers; (d) providing guidance on board and corporate governance issues;
and
(e) considering director candidates recommended by shareholders who submit
nominations in accordance with our bylaws. A copy of the nominating committee
charter is available on our website at www.firstcommunitysc.com.
Director
Nominations
Shareholders
who submit candidates for nomination must deliver nominations in writing to
the
secretary of the company no later than (i) with respect to an election to be
held at an annual meeting of shareholders, 90 days in advance of such meeting;
and (ii) with respect to an election to be held at a special meeting of
shareholders for the election of directors, seven days after notice of the
special meeting is given to shareholder. Each notice must set forth: (i) the
name and address of the shareholder who intends to make the nomination and
of
the person or persons to be nominated; (ii) a representation that the
shareholder is a holder of record of stock of the company entitled to vote
at
such meeting and intends to appear in person or by proxy at the meeting to
nominate the person or persons specified in the notice; (iii) a description
of
all arrangements or understandings between the shareholder and each nominee
and
any other person or persons (naming such person or persons) pursuant to which
the nomination or nominations are to be made by the shareholder; (iv) such
other
information regarding each nominee proposed by such shareholder as would be
required to be included in a proxy statement filed pursuant to the proxy rules
of the Securities and Exchange Commission, had the nominee been nominated,
or
intended to be nominated, by the board of directors; and (v) the consent of
each
nominee to serve as a director of the company if so elected. The chairman of
the
meeting may refuse to acknowledge the nomination of any person not made in
compliance with the foregoing procedure.
In
evaluating such recommendations, the committee uses a variety of criteria to
evaluate the qualifications and skills necessary for members of our board of
directors. Under these criteria, members of the board of directors should have
the highest professional and personal ethics and values, consistent with our
longstanding values and standards. They should have broad experience at the
policy-making level in business, government, education, technology or public
interest. They should be committed to enhancing shareholder value and should
have sufficient time to carry out their duties and to provide insight and
practical wisdom based on experience. Their service on other boards of public
companies should be limited to a number that permits them, given their
individual circumstances, to perform responsibly all director duties. Each
director must represent the interests of our shareholders.
Our
committee uses a variety of methods for identifying and evaluating nominees
for
director. They regularly assess the appropriate size of the board of directors,
and whether any vacancies are expected due to retirement or otherwise. If
vacancies are anticipated, or otherwise arise, the committee considers various
potential candidates for director. Candidates may come to their attention
through current members of the board, shareholders, or other persons. These
candidates are evaluated at regular or special meetings of the board, and may
be
considered at any point during the year. The committee considers properly
submitted shareholder recommendations for candidates. In evaluating such
recommendations, the committee uses the qualifications and standards discussed
above and seeks to achieve a balance of knowledge, experience and capability
on
the board of directors.
Human
Resources / Compensation Committee
Our
human
resources/compensation committee is responsible for establishing the
compensation plans for the company. The
committee’s
duties
include the development with management of all benefit plans for employees
of
the company, the formulation of
bonus
plans, incentive compensation packages, and medical and other benefit plans.
This committee met three times during the year ended December 31, 2005. The
committee is composed of the following members: Thomas C. Brown, Hinton G.
Davis, Loretta R. Whitehead, and Chimin J. Chao. The
board
of directors has determined that all members of are independent, as contemplated
in the listing standards of the NASD and The NASDAQ Capital Market.
Report
of the Audit Committee of the Board
The
report of the audit committee shall not be deemed incorporated by reference
by
any general statement incorporating by reference this proxy statement into
any
filing under the Securities Act of 1933 or the Securities Exchange Act of 1934,
except to the extent that the company specifically incorporates the information
contained in the report by reference, and shall not be deemed filed under such
acts.
The
audit
committee has reviewed and discussed with management the audited financial
statements. The audit committee has discussed with the independent auditors
the
matters required to be discussed by the Statement on Auditing Standards No.
61.
The audit committee has received from the independent auditors the written
disclosures and the letter required by Independence Standards Board Standard
No.
1 (“Independence Discussions with Audit Committees”) and has discussed with the
independent auditors the independent auditor’s independence from the company and
its management. In reliance on the reviews and discussions referred to above,
the audit committee recommended to our board of directors that the audited
financial statements be included in our Annual Report on SEC Form 10-K for
the
fiscal year ended December 31, 2005 for filing with the SEC.
The
report of the Audit Committee is included herein at the direction of its
members, Dr. Ethridge, Mr. Kitchens, Mr. Willoughby, Ms. Whitehead and Ms.
Easter.
Compensation
of Directors and Executive Officers
Executive
Compensation
The
following table shows the compensation we paid for the years ended December
31,
2003 through 2005 to our chief executive officer and president and for the
five
most highly compensated other executive officers who earned over $100,000 for
the year ended 2005 (collectively, the “named executive officers”).
Summary
Compensation Table
|
|
Long
Term
Compensation
Awards
|
|
Name
and
|
|
Annual
Compensation(1)
|
Securities
|
All
Other
|
Principal
Position
|
Year
|
Salary
|
Bonus
|
Underlying
Options (#)
|
Compensation(2)
|
|
|
|
|
|
|
Michael
C. Crapps
President
and CEO
|
2005
2004
2003
|
$200,515
162,346
146,879
|
$25,487
36,733
27,548
|
5,000
—
—
|
$7,795
9,534
8,730
|
|
|
|
|
|
|
David
K. Proctor
Senior
Vice President,
Senior
Credit Officer
|
2005
2004
2003
|
109,375
102,125
95,938
|
13,720
23,063
17,726
|
5,000
—
—
|
3,420
6,114
5,870
|
|
|
|
|
|
|
Joseph
G. Sawyer
Senior
Vice President
Chief
Financial Officer
|
2005
2004
2003
|
118,542
102,208
96,981
|
15,000
23,063
17,907
|
5,000
—
—
|
3,556
5,995
5,882
|
|
|
|
|
|
|
J.
Ted Nissen
Senior
Vice President
Group
Executive
|
2005
2004
2003
|
109,042
98,750
86,308
|
13,750
22,163
16,406
|
5,000
—
—
|
3,834
6,239
5,223
|
|
|
|
|
|
|
J.
Thomas Johnson
Executive
Vice President
Vice
Chairman of the Board
|
2005
2004
2003
|
176,367
43,750
—
|
22,045
—
—
|
—
—
—
|
5,291
3,192
—
|
|
|
|
|
|
|
Steve
P. Sligh
Senior
Vice President
|
2005
2004
2003
|
147,877
43,750
—
|
—
—
—
|
—
—
—
|
—
1,588
—
|
_________________
(1)
|
Our
executive officers also receive indirect compensation in the form
of
certain perquisites and other personal benefits. The amount of such
benefits received in the fiscal year by the named executive officer
did
not exceed the lesser of $50,000 or 10% of the executive’s annual salary
and bonus.
|
(2)
|
Includes
company
contributions
to
our 401(k)
plan for each officer. For Mr. Crapps includes $6,015 company contribution
to 401(k) plan and $1,780 for premiums paid on term life insurance
policy.
|
Option
Grants in Last Fiscal Year
The
following table sets forth information concerning the grant of stock options
to
our named executive officers during the year ended December 31,
2005.
|
|
|
|
|
|
|
|
|
Potential
|
|
|
|
|
|
|
|
|
|
RealizableValue
|
|
|
|
|
|
|
|
|
|
At
Assumed Rates
|
|
|
|
|
|
|
|
|
|
of
Stock Price
|
|
|
Number
of Securities
|
|
Percent
of Total
|
|
Exercise
|
|
|
Appreciation
for
|
|
|
Underlying
Options
|
|
Granted
to Employees
|
|
Price
|
|
Expiration
|
Option
Term (10 yrs)
|
|
|
Granted
|
|
in
Fiscal Year
|
|
($
per Share)
|
|
Date
|
|
5%
$(2)
|
|
10%
$ (2)
|
|
Michael
C. Crapps
|
|
5,000
|
|
7.8%
|
|
$20.20
|
|
01/19/2015
|
|
63,518
|
|
160,968
|
|
J.
Ted Nissen
|
|
5,000
|
|
7.8%
|
|
$20.20
|
|
01/19/2015
|
|
63,518
|
|
160,968
|
|
David
K. Proctor
|
|
5,000
|
|
7.8%
|
|
$20.20
|
|
01/19/2015
|
|
63,518
|
|
160,968
|
|
Joseph
G. Sawyer
|
|
5,000
|
|
7.8%
|
|
$20.20
|
|
01/19/2015
|
|
63,518
|
|
160,968
|
|
___________________
1)
|
The
exercise price equals the market price of the company’s common stock on
the date of the grant.
|
(2)
|
The
potential gains are based on the assumed annual rates of stock price
appreciation of 5% and 10% over the term of each option. Any actual
gains
are dependent on the future performance of our common stock and general
market conditions. There is no assurance that the assumed rates of
stock
price appreciation will be achieved. Increases in the stock price
will
benefit all shareholders
commensurately.
|
In
2005,
in addition to the options shown in the above table, we also granted 43,500
options to employees pursuant to the First Community Corporation 1999 Stock
Incentive Plan, approved by our board of directors and shareholders. Currently,
there are a total of 147,047 options covered by the 1999 Stock Incentive Plan,
including 147,047 options that have been granted and are currently outstanding.
In addition, there are 180,625 options outstanding which were acquired in the
DutchFork merger transaction.
Aggregated
Option Exercises and Year-End Option Values
Name
|
|
|
Number
of Unexercised Securities
Underlying
Options at Fiscal Year
End(#)(1)
Exercisable/Unexercisable
|
Value
of Unexercised In-
the-Money
Options at
Fiscal
Year End ($)(2) Exercisable/Unexercisable
|
|
|
|
|
|
Michael
C. Crapps
|
|
|
11,563/0
|
$29,534/$0
|
|
|
|
|
|
David
K. Proctor
|
|
|
8,937/0
|
$17,719/$0
|
|
|
|
|
|
Joseph
G. Sawyer
|
|
|
8,937/0
|
$17,719/$0
|
|
|
|
|
|
J.
Ted Nissen
|
|
|
7,625/0
|
$11,812/$0
|
|
|
|
|
|
J.
Thomas Johnson (3)
|
|
|
69,494/0
|
$644,209/$0
|
_______________
(1)
The
numbers have been adjusted to reflect all stock dividends and stock
splits.
(2)
The
values shown equal the difference between the exercise price of unexercised
in-the-money options and the closing market price $18.50 of the underlying
common stock at December 31, 2005. Options are in-the-money if the fair market
value of the common stock exceeds the exercise price of the option.
(3)
Options
were issued in connection with the DutchFork merger transaction.
Employment
Agreements
Michael
C. Crapps and James C. Leventis.
Upon
its formation, the company entered into employment agreements with Michael
C.
Crapps, as the President and Chief Executive Officer of the company, and James
C. Leventis, as the Chairman of the Board of the company. Both employment
agreements provided for an initial term of three years, to be extended
automatically each day for an additional day so that the remaining term of
the
agreement will continue to be three years. The term may be fixed at three years
without additional extension by notice of either party to the other. The term
of
each agreement is currently three years. The agreement with Mr. Crapps provided
for a starting annual salary of $90,000, and the agreement with Mr. Leventis
provided for an annual salary of $25,000 per year, and the amounts have been
reviewed annually by the board of directors and increased from time to time
based on the board’s recommendation. Both Mr. Crapps and Mr. Leventis are also
eligible to receive annual payments based upon achievement criteria established
by the board of directors. Since the company’s formation through 2002, Mr.
Leventis devoted approximately 25% of his time to the company. In 2003, Mr.
Leventis began devoting a greater percentage of his time to the company
(currently approximately 75% of his time), and the company increased his salary
proportionately.
Both
agreements provide that if the company terminates the
executive’s employment without cause or if the executive’s employment is
terminated due to a sale, merger, or dissolution of the company or First
Community Bank, the company will be obligated to continue his salary and bonus
for the first 12
months
thereafter plus one-half of his salary and bonus for the second 12
months
thereafter. Furthermore, the company must remove any restrictions on outstanding
incentive awards so that all such awards vest immediately and the company must
continue to provide his life insurance and medical benefits until he reaches
the
age of 65.
In
addition, both employment agreements provide that following termination of
the
executive’s employment with the company and for a period of 12
months
thereafter, the executive may not (i) be employed in the banking business
as a director, officer at the vice president level or higher, or organizer
or
promoter of, or provide executive management services to, any financial
institution within Richland
or
Lexington counties, (ii) solicit major customers of the company for the
purpose of providing financial services, or (iii) solicit employees of the
company for employment.
David
K. Proctor and Joseph G. Sawyer.
The
company has entered into employment agreements with David K. Proctor, as Senior
Vice President and Senior Credit Officer, and Joseph G. Sawyer, as Senior Vice
President and Chief Financial Officer. Both employment agreements provide for
an
initial term of three years, to be extended automatically each day for an
additional day so that the remaining term of the agreement will continue to
be
three years. The term may be fixed at three years without extension by notice
of
either party to the other.
The
term
of each agreement is currently three years. The agreement with Mr. Proctor
provided for a starting annual salary of $89,278, and the agreement with Mr.
Sawyer provided for an annual salary of $91,260 per year, and the amounts have
been reviewed annually and increased from time to time. Both Mr. Proctor and
Mr.
Sawyer are also eligible to receive annual payments based upon achievement
criteria established by the board of directors.
Both
agreements provide that if the company terminates the executive’s employment
without cause the company shall be obligated to pay the employee compensation
in
an amount equal to 100% of his then current monthly base salary each month
for
three months from the date of termination, plus any bonus earned or accrued
through the date of termination. If the executive terminates his employment
or
the company terminates the executive’s employment after a change in control
without cause, the company will pay the employee an amount equal to two times
the then current annual base salary. In addition, the company will pay the
employee any bonus earned or accrued through the date of termination. The
company will remove any restrictions on outstanding incentive awards so that
all
such awards vest immediately. The company must continue to pay at its expense
medical and life insurance benefits for a period of two years after
termination.
In
addition, each agreement provides that during the employee’s employment and for
a period of 12 months thereafter, the employee may not (without prior written
consent of the company) compete with the company or any of its affiliates by,
directly or indirectly, forming, serving as an organizer, director or officer
of, or consultant to, or acquiring or maintaining more than a 1% passive
investment in, a financial institution which
has
one
or more offices or branches located within a radius of 10 miles
from the bank’s main office or any of its branch offices. This restriction does
not apply after a change in control.
J.
Thomas Johnson and Steve P. Sligh.
In
connection with our merger with DutchFork, J. Thomas Johnson, President and
Chief Executive Officer of DutchFork, and Steve P. Sligh, Executive Vice
President, Chief Financial Officer, and Treasurer of DutchFork, entered into
new
employment, consulting, and noncompete agreements with First Community Bank
effective on the closing date of the merger. As a result of terminating their
existing employment agreements in connection with the merger, Messrs. Johnson
and Sligh received lump sum payments of $863,298 and $749,863, respectively.
Under the new agreements, Mr. Johnson agreed to serve as Executive Vice
Presidents and Mr. Sligh agreed to serve as Senior Vice President of First
Community Bank for a period of three years and paid annual salaries of $175,000.
Upon termination of employment, Messrs. Johnson and Sligh agreed to provide
consulting services to First Community and First Community Bank for two years
in
exchange for annual salaries of $172,500. At the end of the consulting period,
First Community Bank will pay Messrs. Johnson and Sligh $150,000 per year for
a
three-year period for complying with certain restrictive covenants. During
the
term of the agreement, First Community Bank has agreed to procure and maintain
a
life insurance policy, with certain limitations, on Messrs. Johnson and Sligh
with death benefits payable to First Community Bank in an amount that
approximates the total payments due to the executives during the consulting
period and the restricted period if the consulting services were performed
and
the restrictive covenants were honored in their entirety.
Each
agreement provides that during the employment term, consulting period, and
for a
period of 36 months thereafter, the employee may not (without prior written
consent of the company) compete with us by, directly or indirectly, forming,
serving as an organizer, director or officer of, or consultant to, or acquiring
or maintaining more than a 1% passive investment in, a financial institution
which has one or more offices or branches located within a radius of
30 miles
from the bank’s main office or any of its branch offices. In
addition, each agreement provides that during this restricted period, the
employee may not solicit
our customers or employees.
Each
agreement provides that if we terminate without
cause, we will be obligated to pay such employees an amount equal to his base
salary for the remainder of the employment term, consulting period, and
restrictive covenant period.
On
September 14, 2005, Mr. Sligh announced his retirement from his position as
director of the company and senior vice president of the bank and entered into
an amendment to his employment, consulting, and noncompete agreement. The
amendment provides that Mr. Sligh will provide consulting services for a period
of two years. During this period, we will pay Mr. Sligh an annual consulting
fee
of $180,000 on a monthly basis in accordance with our standard payroll
practices. Upon the expiration of this two-year period, we will pay Mr. Sligh
the sum of $180,000 per year for three years payable on a monthly basis in
accordance with our standard payroll practices for complying with the
restrictive covenants described above.
Director
Compensation
During
the year ended December 31, 2005, outside directors received a retainer in
the
amount of $5,000 and fees of $150 for attendance at each committee meeting
and
$500 for attendance at each board meeting.
Compensation
Committee Interlocks and Insider Participation
Our
human
resources/compensation committee is
composed
of the following members: Thomas C. Brown, Hinton G. Davis, Loretta R.
Whitehead, and Chimin J. Chao. No
member
of the human resources/compensation committee was an officer or employee of
the
corporation or any of its subsidiaries during the year ended December 31, 2005,
or was formerly an officer or employee of the company or any of its
subsidiaries, or had any relationship otherwise requiring
disclosure.
Report
on Executive Officer Compensation
Our
human
resources/compensation committee is
required to provide our shareholders with a report discussing its policies
in
establishing compensation for our executive officers. The report is also
required to discuss the relationship, if any, between our performance and
executive officer compensation. Finally, the report must specifically discuss
the factors and criteria upon which the compensation paid to our chief executive
officer was based. This report is provided as a summary of current practice
with
regard to the annual compensation review and authorization of executive officer
compensation, and with respect to specific action taken for our chief executive
officer.
The
fundamental philosophy of our compensation program is to offer competitive
compensation opportunities for executive officers that are based both on the
individual's contribution and on our performance. The compensation paid is
designed to retain and reward executive officers who are capable of leading
the
company in achieving our business objectives in an industry characterized by
complexity, competitiveness, and change. The compensation of our executive
officers is reviewed and approved annually by our human resources/compensation
committee. Annual compensation for our chief executive officer (and other
executive officers) consists primarily of three elements.
|
·
|
A
base salary that is determined by individual contribution and performance,
and which is designed to provide a base level of compensation comparable
to that provided to key executives of other financial institutions
of
similar size and performance.
|
|
·
|
A
short-term cash incentive program that is directly linked to individual
performance and our soundness, financial performance, and
growth.
|
|
·
|
A
long-term incentive program that includes matching contributions
to the
401(k) Plan and stock options to executive officers. Such awards
provide
an incentive that focuses the executive's attention on managing the
company from the perspective of a shareholder with an equity stake
in the
business. The economic value of any such award is directly tied to
the
future performance of our stock and will provide value to the recipient
when the price of our stock increases over
time.
|
Chief
Executive Officer Compensation
Mr.
Crapps’ compensation in 2005 consisted of base salary, cash incentives, stock
options, contributions to the 401(k) Plan, term life insurance premiums, and
certain perquisites (which did not exceed the lesser of $50,000 or 10% of base
salary and bonus). For 2005, Mr. Crapps’ base salary was $200,500. The committee
established his base salary by analyzing compensation levels of other chief
executive officers of comparable size banks based in the Southeast.
Additionally, the committee received advice from compensation consultants.
The
committee determined that the base salary established for 2005, combined with
a
cash incentive opportunity (described below) and stock based compensation awards
as described, would provide compensation to Mr. Crapps comparable to that paid
on average by other banking organizations of similar size and financial
performance.
Cash
Incentives for Executives in 2005
Annual
incentive compensation for 2005, paid in the form of a cash bonus during the
first quarter of 2006, was based on targets with respect to earnings per share
growth, noninterest income growth, and loan growth. To qualify for any incentive
under the established criteria, our bank is required to retain a prescribed
overall rating from its primary banking regulator. Executive officers were
eligible to receive cash bonuses up to 50% of their base salaries. The committee
granted cash bonuses of 12.5% of the base salaries for Mr. Crapps and the other
executive officers.
Stock-Based
Compensation
We
from
time to time also grant stock options to our executive officers. These
stock-based incentive awards help align the interests of our executive officers
with the interests of our shareholders by providing economic value directly
related to increases in the value of our stock. The number of options granted
to
executive officers during any given year is based on a number of factors,
including seniority and job responsibilities. Please refer to the Summary
Compensation Table for a listing of stock options granted to the named executive
officers in 2005, 2004, and 2003.
Compensation
Committee:
|
Thomas
C. Brown, Chairman
|
Chimin
J. Chao
|
|
Hinton
G. Davis
|
Loretta
R. Whitehead
|
Total
Shareholder Return
The
following graph sets forth the performance of our common stock for the five
year
period ended December 31, 2005 as compared to the NASDAQ Stock Market and the
NASDAQ Bank Index. The graph assumes $100 originally invested on December 31,
2000 and that all subsequent dividends were reinvested in additional shares.
Prior to January 15, 2003, our stock was quoted on the OTC Bulletin Board under
the trading symbol FCCO.OB. On January 15, 2003, our stock began trading on
The
NASDAQ Capital Market under the trading symbol FCCO.
FIVE
YEAR CUMULATIVE TOTAL RETURNS*
COMPARISON
OF FIRST COMMUNITY CORPORATION,
NASDAQ
STOCK MARKET (U.S.) INDEX
AND
SNL
SOUTHEAST BANK INDEX
As
of
December 31
See
Tabular Information Below
|
|
12/31/2000
|
12/31/2001
|
12/31/2002
|
12/31/2003
|
12/31/2004
|
12/31/2005
|
|
First
Community Corporation
|
100
|
.00
|
106
|
.51
|
130
|
.42
|
214
|
.38
|
199
|
.03
|
186
|
.69
|
|
NASDAQ
Stock Market
|
100
|
.00
|
78
|
.95
|
54
|
.06
|
81
|
.09
|
88
|
.06
|
89
|
.27
|
|
SNL
Southeast Bank Index
|
100
|
.00
|
124
|
.58
|
137
|
.61
|
172
|
.82
|
204
|
.94
|
209
|
.78
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Security
Ownership of Certain
Beneficial
Owners and Management
The
following table shows how much common stock in the company is owned by the
directors, executive officers, and owners of more than 5% of the outstanding
common stock, as of March 31, 2006. The mailing address for each beneficial
owner is care of First Community Corporation, 5455 Sunset Boulevard, Lexington,
South Carolina, 29072.
Name
|
Number
of
Shares
Owned (1)
|
Right
to Acquire (2)
|
%
of Beneficial
Ownership(3)
|
Richard
K. Bogan
|
3,100
|
|
1,312
|
|
.15%
|
|
Thomas
C. Brown
|
23,625
|
|
1,312
|
|
.86%
|
|
Chimin
J. Chao
|
24,239
|
|
1,312
|
|
.88%
|
|
Michael
C. Crapps
|
30,505
|
|
11,563
|
|
1.45%
|
|
Hinton
G. Davis
|
62,344
|
|
—
|
|
2.16%
|
|
Anita
B. Easter
|
21,655
|
|
1,312
|
|
.79%
|
|
O.A.
Ethridge
|
21,311
|
|
1,312
|
|
.78%
|
|
George
H. Fann, Jr.
|
60,242
|
|
—
|
|
2.08%
|
|
W.
James Kitchens, Jr.
|
9,761
|
|
—
|
|
.34%
|
|
J.
Thomas Johnson
|
31,248
|
|
69,494
|
|
3.40%
|
|
James
C. Leventis (4)
|
10,718
|
|
5,000
|
|
.54%
|
|
David
K. Proctor
|
17,713
|
|
8,937
|
|
.92%
|
|
J.
Ted Nissen
|
9,204
|
|
7,625
|
|
.58%
|
|
Joseph
G. Sawyer
|
12,847
|
|
8,937
|
|
.75%
|
|
Alexander
Snipe, Jr.
|
2,642
|
|
—
|
|
.09%
|
|
Loretta
R. Whitehead
|
15,750
|
|
—
|
|
.54%
|
|
Mitchell
M. Willoughby
|
18,375
|
|
1,312
|
|
.68%
|
|
|
|
|
|
|
|
|
All
executive officers and directors
as
a group (17
persons)
|
375,179
|
|
119,428
|
|
16.42%
|
|
___________________
(1)
|
Includes
shares for which the named person has sole voting and investment
power,
has shared voting and investment power, or holds in an IRA or other
retirement plan program, unless otherwise indicated in these
footnotes.
|
(2)
|
Includes
shares that may be acquired within the next 60 days of March 31,
2006 by
exercising vested stock options but does not include any unvested
stock
options.
|
(3)
|
For
each individual, this percentage is determined by assuming the named
person exercises all options which he or she has the right to acquire
within 60 days, but that no other persons exercise any options or
warrants. For the directors and executive officers as a group, this
percentage is determined by assuming that each director and executive
officer exercises all options which he or she has the right to acquire
within 60 days, but that no other persons exercise any options. The
calculations are based on 2,893,246 shares of common stock outstanding
on
March 31, 2006.
|
(4)
|
Includes
4,668 shares held by an investment affiliate of Mr.
Leventis.
|
Certain
Relationships and Related Transactions
We
make
loans and enter into other transactions in the ordinary course of business
with
our directors and officers and their affiliates. It is our policy that these
loans and other transactions be on substantially the same terms (including
price
or interest rates and collateral) as those prevailing at the time for comparable
transactions with unrelated parties. We do not expect these transactions to
involve more than the normal risk of collectibility nor present other
unfavorable features to us. Loans to individual directors and officers must
also
comply with our lending policies and statutory lending limits, and directors
with a personal interest in any loan application are excluded from the
consideration of the loan application. Our policy is that all of our
transactions with our
affiliates
will be on terms no less favorable to us than could be obtained from an
unaffiliated third party and will be approved by a majority of disinterested
directors.
Compliance
with Section 16(a) of the Securities Exchange Act of 1934
As
required by Section 16(a) of the Securities Exchange Act of 1934, our directors
and executive officers and certain other individuals are required to report
periodically their ownership of our common stock and any changes in ownership
to
the SEC. Based on a review of Forms 3, 4, and 5 and any representations made
to
us, we believe that all such reports for these persons were filed in a timely
fashion during 2005 for transactions occurring in 2005, with the exception
of
the reporting of certain options granted to each of the following directors:
On
January 19, 2005, the Board of Directors of the Company approved 5,000 options
to each of the following: Joe Sawyer, James Leventis, Ted Nissen, David Proctor,
and Michael Crapps. A Form 4 was filed late with the SEC on February 22, 2005
for each individual named above to report these option grants.
Independent
Registered Public Accountants
We
have
selected Clifton D. Bodiford, C.P.A. to serve as our independent auditor for
the
year ending December 31, 2006. Mr. Bodiford will be present at the annual
meeting. He will have the opportunity to make a statement if he desires and
will
be available to respond to appropriate questions.
Audit
Fees
The
following table shows the fees that we paid for services performed by our
independent auditor, Clifton D. Bodiford, C.P.A., in fiscal years ended December
31, 2005 and 2004:
|
|
Year
Ended
December
31, 2005
|
|
Year
Ended
December
31, 2004
|
Audit
Fees
|
|
$
|
84,213
|
|
|
$
|
34,000
|
|
Audit-Related
Fees
|
|
$
|
—
|
|
|
$
|
—
|
|
Tax
Fees
|
|
$
|
10,900
|
|
|
$
|
4,500
|
|
All
Other Fees
|
|
$
|
1,400
|
|
|
$
|
13,640
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
96,513
|
|
|
$
|
52,140
|
|
Audit
Fees.
Includes the
aggregate fees billed by Clifton D. Bodiford for the
audit
of our annual financial statements
and the
review of financial statements included in our quarterly reports.
Tax
Fees.
Includes fees by Clifton D. Bodiford for tax compliance, tax planning, and
tax
advice.
All
Other Fees.
In
2004, this category consisted of fees billed related to merger activities.
In
2005, this category consisted of fees billed by Clifton D. Bodiford, CPA for
services related to reviewing a letter corresponding to the Securities and
Exchange Commission.
Oversight
of Accountants; Approval of Accounting Fees.
Under
the
provisions of its charter, the audit committee is responsible for the retention,
compensation, and oversight of the work of the independent auditors. The
committee reviews any proposed services to insure that they are not prohibited
by securities laws and approves the scope of all services prior to being
performed. All of the accounting services and fees reflected in the table above
have been reviewed and approved by the audit committee, and none of the services
were performed by individuals who were not employees of the independent
auditor.
Shareholder
Proposals for the 2007 Annual Meeting of Shareholders
If
shareholders wish a proposal to be included in the company’s proxy statement and
form of proxy relating to the 2007 annual meeting, they must deliver a written
copy of their proposal to the principal executive offices of the company no
later than December 15, 2006. To ensure prompt receipt by the company, the
proposal should be sent certified mail, return receipt requested. Proposals
must
comply with the company’s bylaws relating to shareholder proposals in order to
be included in the company’s proxy materials.
Any
shareholder proposal to be made at an annual meeting, but which is not requested
to be included in our proxy materials, must comply with our bylaws. Proposals
must be delivered to our principal executive offices not later than 90 days
in
advance of the annual meeting.
April
15,
2006
PROXY
SOLICITED FOR ANNUAL MEETING
OF
SHAREHOLDERS OF
FIRST
COMMUNITY CORPORATION
To
be
held on May
17, 2006
THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The
undersigned hereby constitutes and appoints David K. Proctor and Joseph G.
Sawyer, and each of them, his or her true and lawful agents and proxies with
full power of substitution in each, to represent and vote, as indicated below,
all of the shares of Common Stock of First Community Corporation that the
undersigned would be entitled to vote at the Annual Meeting of Shareholders
of
the company to be held at the First Community Bank, Training Room, 1735 Wilson
Road (entrance facing Alex Avenue), Newberry, South Carolina at 11:00 a.m.
local
time, and at any adjournment, upon the matters described in the accompanying
Notice of Annual Meeting of Shareholders and Proxy Statement, receipt of which
is acknowledged. These proxies are directed to vote on the matters described
in
the Notice of Annual Meeting of Shareholders and Proxy Statement as
follows:
This
proxy, when properly executed, will be voted in the manner directed herein
by
the undersigned shareholder. If no direction is made, this proxy will be voted
“for” Proposal No. 1 to elect the five
identified Class III
directors to
serve on the board of directors each for three-year terms.
1.
|
PROPOSAL
to elect five Class III directors to serve for three-year
terms.
|
Chimin
J. Chao
|
|
James
C. Leventis
|
|
Loretta
R. Whitehead
|
|
J.
Thomas Johnson
|
|
Alexander
Snipe, Jr.
|
|
|
¨ FOR
all nominees
|
¨WITHHOLD
AUTHORITY
|
¨ AGAINST
|
|
listed
(except as marked to
|
to
vote for all nominees
|
|
|
the
contrary)
|
|
|
INSTRUCTION: To
withhold authority to vote for any individual nominee(s), write that nominees
name(s) in the space provided below.
Dated:
,
2006
|
|
|
Signature
of Shareholder(s)
|
|
Signature
of Shareholder(s)
|
|
|
|
|
|
|
Print
name clearly
|
|
Print
name clearly
|
Please
sign exactly as name or names appear on your stock certificate. Where more
than
one owner is shown on your stock certificate, each owner should sign. Persons
signing in a fiduciary or representative capacity shall give full title. If
a
corporation, please sign in full corporate name by authorized officer. If a
partnership, please sign in partnership name by authorized person.