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 ¨
Check the
appropriate box:
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Preliminary
Proxy Statement
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Confidential, for Use of the
Commission Only (as permitted by Rule
14a-6(e)(2))
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x
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Definitive
Proxy Statement
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Definitive
Additional Materials
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Soliciting
Material Pursuant to
§240.14a-12
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FIRST
SAVINGS FINANCIAL GROUP, INC.
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(Name
of Registrant as Specified In Its Charter)
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(Name
of Person(s) Filing Proxy Statement, if other than the
Registrant)
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Payment
of Filing Fee (Check the appropriate box):
x
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No
fee required.
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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(1)
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Title
of each class of securities to which the transaction applies:
N/A
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(2)
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Aggregate
number of securities to which the transaction applies:
N/A
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(3)
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Per
unit price or other underlying value of the 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):
N/A
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(4)
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Proposed
maximum aggregate value of the transaction:
N/A
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(5)
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Total
fee paid:
N/A
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Fee
paid previously with preliminary materials.
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Check
box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
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(1)
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Amount
Previously Paid:
N/A
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(2)
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Form,
Schedule or Registration Statement No.:
N/A
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(3)
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Filing
Party:
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(4)
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Date
Filed:
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January
10, 2011
Dear
Shareholder:
You are cordially invited to attend the
annual meeting of shareholders of First Savings Financial Group, Inc. (the
“Company”). The meeting will be held at the Sheraton Riverside Hotel,
700 West Riverside Drive, Jeffersonville, Indiana, on Tuesday, February 15,
2011, at 2:00 p.m., local time.
The notice of annual meeting and proxy
statement appearing on the following pages describe the formal business to be
transacted at the meeting. Directors and officers of the Company, as
well as representatives of Monroe Shine & Co., Inc., the Company’s
independent registered public accounting firm, will be present to respond to
appropriate questions from shareholders.
It is important that your shares are
represented at the meeting, whether or not you attend the meeting in person and
regardless of the number of shares you own. To make sure your shares
are represented, we urge you to vote by promptly completing and mailing the
enclosed proxy card. If you attend the meeting, you may vote in
person even if you have previously mailed a proxy card.
We look forward to seeing you at the
meeting.
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Sincerely,
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Larry
W. Myers
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President
and Chief Executive Officer
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501
East Lewis & Clark Parkway
Clarksville,
Indiana 47129
(812)
283-0724
NOTICE
OF 2011 ANNUAL MEETING OF SHAREHOLDERS
TIME AND DATE
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2:00
p.m., local time, on Tuesday, February 15, 2011.
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PLACE
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Sheraton
Riverside Hotel, 700 West Riverside Drive, Jeffersonville,
Indiana.
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ITEMS OF BUSINESS
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(1)
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To
elect three directors to serve for a term of three
years.
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(2)
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To
ratify the appointment of Monroe Shine & Co., Inc. as the independent
registered public accounting firm for the fiscal year ending September 30,
2011.
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(3) |
To
approve a non-binding resolution to approve the compensation of the named
executive officers as disclosed in this proxy statement.
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(4)
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To
determine whether the shareholder vote to approve the compensation of the
named executive officers should occur every one, two or three
years.
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(5)
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To
transact such other business as may properly come before the meeting and
any adjournment or postponement of the meeting.
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RECORD DATE
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To
vote, you must have been a shareholder at the close of business on
December 31, 2010.
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PROXY VOTING
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It
is important that your shares be represented and voted at the
meeting. You can vote your shares by completing and returning
the proxy card or voting instruction form sent to you. You can
revoke a proxy at any time before its exercise at the meeting by following
the instructions in the proxy statement.
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By
Order of the Board of Directors,
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John
P. Lawson, Jr.
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Corporate
Secretary
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FIRST
SAVINGS FINANCIAL GROUP, INC.
PROXY
STATEMENT
GENERAL
INFORMATION
We are providing this proxy statement
to you in connection with the solicitation of proxies by the Board of Directors
of First Savings Financial Group, Inc. for the 2011 annual meeting of
shareholders and for any adjournment or postponement of the
meeting. In this proxy statement, we may also refer to First Savings
Financial Group as the “Company,” “we,” “our” or “us.”
First Savings Financial Group is the
holding company for First Savings Bank, F.S.B. In this proxy
statement, we may also refer to First Savings Bank as the “Bank.”
We are holding the 2011 annual meeting
of shareholders at the Sheraton Riverside Hotel, 700 West Riverside Drive,
Jeffersonville, Indiana, on Tuesday, February 15, 2011 at 2:00 p.m., local
time.
We intend to mail this proxy statement
and the enclosed proxy card to shareholders of record beginning on or about
January 10, 2011.
IMPORTANT
NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR
THE SHAREHOLDERS’ MEETING TO BE HELD ON FEBRUARY 15, 2011
This Proxy Statement and the Company’s
Annual Report on Form 10-K, as filed with the Securities and Exchange
Commission, are available at http://www.cfpproxy.com/6554.
INFORMATION
ABOUT VOTING
Who
Can Vote at the Meeting
You are entitled to vote your shares of
First Savings Financial Group common stock that you owned as of December 31,
2010. As of the close of business on December 31, 2010, 2,368,945
shares of First Savings Financial Group common stock were
outstanding. Each share of common stock has one vote.
The Company’s Articles of Incorporation
provides that record holders of the Company’s common stock who beneficially own,
either directly or indirectly, in excess of 10% of the Company’s outstanding
shares are not entitled to any vote with respect to those shares held in excess
of the 10% limit.
Ownership
of Shares; Attending the Meeting
You may own shares of First Savings
Financial Group in one or more of the following ways:
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Directly
in your name as the shareholder of
record;
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Indirectly
through a broker, bank or other holder of record in “street
name”;
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Indirectly
through the First Savings Bank, F.S.B. Employee Stock Ownership Plan;
or
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Indirectly
through the First Savings Bank Profit Sharing/401(k)
Plan.
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If your shares are registered directly
in your name, you are the holder of record of these shares and we are sending
these proxy materials directly to you. As the holder of record, you
have the right to give your proxy directly to us or to vote in person at the
meeting.
If you hold your shares in street name,
your broker, bank or other holder of record is sending these proxy materials to
you. As the beneficial owner, you have the right to direct your
broker, bank or other holder of record how to vote by filling out a voting
instruction form that accompanies your proxy materials. Your broker,
bank or other holder of record may allow you to provide voting instructions by
telephone or by the Internet. Please see the instruction form
provided by your broker, bank or other holder of record that accompanies this
proxy statement. If you hold your shares in street name, you will
need proof of ownership to be admitted to the meeting. A recent
brokerage statement or a letter from a bank or broker are examples of proof of
ownership. If you want to vote your shares of First Savings Financial
Group common stock held in street name in person at the meeting, you must obtain
a written proxy in your name from the broker, bank or other nominee who is the
record holder of your shares.
If you own shares of Company common
stock indirectly through the First Savings Bank, F.S.B. Employee Stock Ownership
Plan or the First Savings Bank Profit Sharing/401(k) Plan, see “Participants in the ESOP or the
401(k) Plan” for voting information.
Quorum
and Vote Required
Quorum. We
will have a quorum and will be able to conduct the business of the annual
meeting if the holders of a majority of the outstanding shares of common stock
entitled to vote are present at the meeting, either in person or by
proxy.
Vote
Required for Proposals. At
this year’s annual meeting, shareholders will elect three directors to serve for
a term of three years. In voting on the election of directors, you
may vote in favor of the nominees, withhold votes as to all nominees, or
withhold votes as to specific nominees. There is no cumulative voting
for the election of directors. Directors must be elected by a
plurality of the votes cast at the annual meeting. This means that
the nominees receiving the greatest number of votes will be elected up to the
maximum number of directors to be elected at the annual meeting. The
maximum number of directors to be elected at the annual meeting is
three.
In voting on the ratification of the
appointment of Monroe Shine & Co., Inc. as the Company’s independent
registered public accounting firm, you may vote in favor of the proposal, vote
against the proposal or abstain from voting. To ratify the
appointment of Monroe Shine & Co., Inc. as our independent registered public
accounting firm for fiscal 2011, the affirmative vote of a majority of the votes
cast at the annual meeting is required.
In voting on the non-binding resolution
to approve the compensation of the named executive officers, you may vote in
favor of the proposal, vote against the proposal or abstain from
voting. To approve the non-binding resolution, the affirmative vote
of a majority of the votes cast at the annual meeting is required.
In voting on the frequency of the
shareholder vote to approve the compensation of the named executive officers,
you may vote for a frequency of one, two, or three years, or you may abstain
from voting. This proposal will be determined by a plurality of the
votes cast.
How
We Count Votes. If
you return valid proxy instructions or attend the meeting in person, we will
count your shares to determine whether there is quorum, even if you abstain from
voting. Broker non-votes also will be counted to determine the
existence of a quorum.
In the election of directors, votes
that are withheld and broker non-votes will have no effect on the outcome of the
election.
In counting votes on the proposal to
ratify the appointment of the independent registered public accounting firm,
abstentions and broker non-votes will have no effect on the outcome of the
proposal. Similarly, abstentions and broker non-votes will have no
effect on the outcome of either the non-binding vote on the compensation of the
named executive officers or the frequency of the shareholder vote on the
compensation of the named executive officers.
Voting
by Proxy
The Company’s Board of Directors is
sending you this proxy statement to request that you allow your shares of
Company common stock to be represented at the annual meeting by the persons
named in the enclosed proxy card. All shares of Company common stock
represented at the meeting by properly executed and dated proxies will be voted
according to the instructions indicated on the proxy card. If you
sign, date and return a proxy card without giving voting instructions, your
shares will be voted as recommended by the Company’s Board of
Directors. The Board of Directors recommends that you
vote:
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FOR the election of the
nominees for director;
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FOR the ratification of
the appointment of Monroe Shine & Co., Inc. as the Company’s
independent registered public accounting
firm;
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FOR the approval of the
compensation of the named executive officers; and
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FOR the approval of
shareholder vote to approve the compensation of the named executive
officers every one year. Shareholders are not voting to approve
or disapprove this recommendation by the Board of
Directors.
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If any
matters not described in this proxy statement are properly presented at the
annual meeting, the persons named in the proxy card will use their judgment to
determine how to vote your shares. This includes a motion to adjourn
or postpone the annual meeting to solicit additional proxies. If the
annual meeting is postponed or adjourned, your shares of Company common stock
may be voted by the persons named in the proxy card on the new meeting date,
provided that the new meeting occurs within 30 days of the annual meeting and
you have not revoked your proxy. The Company does not currently know
of any other matters to be presented at the meeting.
You may
revoke your proxy at any time before the vote is taken at the
meeting. To revoke your proxy, you must either advise the Corporate
Secretary of the Company in writing before your shares have been voted at the
annual meeting, deliver a later-dated and properly executed proxy, or attend the
meeting and vote your shares in person. Attendance at the annual
meeting will not in itself constitute revocation of your proxy.
Participants
in the ESOP or the 401(k) Plan
If you participate in the First Savings
Bank, F.S.B. Employee Stock Ownership Plan (the “ESOP”) or if you invest in
Company common stock through the First Savings Financial Group Stock Fund in the
First Savings Bank Profit Sharing/401(k) Plan (the “401(k) Plan”), you will
receive a voting instruction form for each plan that reflects all shares you may
direct the trustees to vote on your behalf under the plan. Under the
terms of the ESOP, all allocated shares of First Savings Financial Group common
stock held by the ESOP are voted by the ESOP trustee, as directed by plan
participants. The ESOP trustee generally votes all unallocated shares
of Company common stock held by the ESOP and allocated shares for which no
timely voting instructions are received in the same proportion as shares for
which the ESOP trustee has received timely voting instructions, subject to the
exercise of its fiduciary duties. Under the terms of the 401(k) Plan,
a participant may direct the 401(k) Plan trustee how to vote the shares in the
First Savings Financial Group stock fund credited to his or her
account. The Company will direct the 401(k) Plan trustee how to vote
the shares of Company common stock for which timely voting instructions are not
received. The
deadline for returning your voting instruction forms is February 8,
2011.
CORPORATE
GOVERNANCE
Director
Independence
The Company’s Board of Directors
currently consists of ten members, all of whom are independent under the listing
requirements of the Nasdaq Stock Market, Inc., except for Larry W. Myers, John
P. Lawson, Jr., Samuel E. Eckart and Vaughn K. Timberlake, who are employed as
executive officers of the Company, the Bank or both. In determining
the independence of directors, the Board of Directors considered the various
deposit, loan and other relationships that each director has with First Savings
Bank, including loans and lines of credit outstanding to Charles E. Becht, Jr.,
Cecile A. Blau, John P. Lawson, Jr., Vaughn K. Timberlake and Frank N. Czeschin,
in addition to the transactions disclosed under “Other Information Relating to
Directors and Executive Officers—Transactions with Related Persons”, but
determined in each case that these relationships did not interfere with their
exercise of independent judgment in carrying out their responsibilities as
directors.
Board
Leadership Structure and Board’s Role in Risk Oversight
The Board of Directors has determined
that the separation of the offices of Chairman of the Board and of President and
Chief Executive Officer enhances Board independence and
oversight. Moreover, the separation of those offices allows the
President and Chief Executive Officer to better focus on his growing
responsibilities of running the Company, enhancing shareholder value and
expanding and strengthening the Company’s franchise while allowing the Chairman
of the Board to lead the Board in its fundamental role of providing advice to
and independent oversight of management. Consistent with this
determination, Michael F. Ludden serves as Chairman of the Board of
Directors. Mr. Ludden is independent under the listing requirements
of The Nasdaq Stock Market, Inc.
Risk is inherent with every business,
and how well a business manages risk can ultimately determine its
success. The Company faces a number of risks, including credit risk,
interest rate risk, liquidity risk, operational risk, strategic risk and
reputation risk. 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. To do this, the Chairman of the Board meets regularly with
management to discuss strategy and the risks facing the
Company. Senior management attends the Board meetings and is
available to address any questions or concerns raised by the Board on risk
management and any other matters. The Chairman of the Board and
independent members of the Board work together to provide strong, independent
oversight of the Company’s management and affairs through its standing
committees and, when necessary, special meetings of independent
directors.
Corporate
Governance Policy
The Board of Directors has adopted a
corporate governance policy to govern certain activities, including: the duties
and responsibilities of directors; the composition, responsibilities and
operations of the Board of Directors; the establishment and operation of Board
committees; succession planning; convening executive sessions of independent
directors; the Board of Directors’ interaction with management and third
parties; and the evaluation of the performance of the Board of Directors and of
the President and Chief Executive Officer.
Committees
of the Board of Directors
The following table identifies our
standing committees and their members at September 30, 2010. All
members of each committee are independent in accordance with the listing
requirements of the Nasdaq Stock Market, Inc. Each committee operates
under a written charter that is approved by the Board of Directors and that
governs its composition, responsibilities and operation. Each
committee reviews and reassesses the adequacy of its charter at least
annually. The charters of all three committees are available at the
Investor Relations section of our website (www.fsbbank.net).
Director
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Audit
Committee
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Compensation
Committee
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Nominating/
Corporate
Governance
Committee
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Charles
E. Becht, Jr.
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X*
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X
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Cecile
A. Blau
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X*
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Frank
N. Czeschin
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X
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X
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Gerald
Wayne Clapp, Jr.
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X
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Samuel
E. Eckart
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John
P. Lawson, Jr.
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Michael
F. Ludden
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X
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X
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X
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Larry
W. Myers
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Vaughn
K. Timberlake
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Douglas
A. York
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X*
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Number
of meetings in 2010
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9
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6
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2
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* Denotes
Chairperson
Audit
Committee
The Audit Committee is responsible for
providing oversight relating to our consolidated financial statements and
financial reporting process, systems of internal accounting and financial
controls, internal audit function, annual independent audit and the compliance
and ethics programs established by management and the Board. The
Audit Committee is also responsible for engaging the Company’s independent
registered public accounting firm and monitoring its conduct and
independence. The Company’s Board of Directors has designated Douglas
A. York, CPA as an “audit committee financial expert” under the rules of the
Securities and Exchange Commission.
Compensation
Committee
The Compensation Committee approves the
compensation objectives for the Company and the Bank, establishes the
compensation for the Company’s and Bank’s senior management and conducts the
performance review of the President and Chief Executive Officer. The
Compensation Committee reviews all components of compensation, including
salaries, cash incentive plans, long-term incentive plans and various employee
benefit matters. Decisions by the Compensation Committee with respect
to the compensation of executive officers are approved by the full Board of
Directors. The Committee also assists the Board of Directors in
evaluating potential candidates for executive positions.
Nominating/Corporate
Governance Committee
The Nominating/Corporate Governance
Committee assists the Board of Directors in: (1) identifying individuals
qualified to become Board members, consistent with criteria approved by the
Board; (2) recommending to the Board the director nominees for the next annual
meeting; (3) implementing policies and practices relating to corporate
governance, including implementation of and monitoring adherence to corporate
governance guidelines; (4) leading the Board in its annual review of the Board’s
performance; and (5) recommending director nominees for each
committee.
Minimum
Qualifications for Director Nominees. The
Nominating/Corporate Governance Committee has adopted a set of criteria that it
considers when it selects individuals to be nominated for election to the Board
of Directors. A candidate must meet the eligibility requirements set
forth in the Company’s Bylaws, which include an age limitation and a requirement
that the candidate not have been subject to certain criminal or regulatory
actions. A candidate also must meet any qualification requirements
set forth in any Board of Directors or committee governing
documents.
If a candidate is deemed eligible
for election to the Board of Directors, the Nominating/ Corporate Governance
Committee will then evaluate the following criteria in selecting
nominees:
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contributions
to the range of talent, skill and expertise of the Board of
Directors;
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financial,
regulatory and business experience, knowledge of the banking and financial
service industries, familiarity with the operations of public companies
and ability to read and understand financial
statements;
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familiarity
with the Company’s market area and participation in and ties to local
businesses and local civic, charitable and religious
organizations;
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personal
and professional integrity, honesty and
reputation;
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the
ability to represent the best interests of the shareholders of the Company
and the best interests of the
institution;
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the
ability to devote sufficient time and energy to the performance of his or
her duties;
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independence
as that term is defined under applicable Securities and Exchange
Commission and stock exchange listing criteria;
and
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current
equity holdings in the Company.
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The Nominating/Corporate Governance
Committee also will consider any other factors it deems relevant, including
diversity, competition, size of the Board of Directors and regulatory disclosure
obligations.
With respect to nominating an
existing director for re-election to the Board of Directors, the
Nominating/Corporate Governance Committee will consider and review an existing
director’s attendance and performance at Board meetings and at meetings of
committees on which he or she serves; length of Board service; the experience,
skills and contributions that the existing director brings to the Board; and
independence.
Director
Nomination Process. The
process that the Nominating/Corporate Governance Committee follows to identify
and evaluate individuals to be nominated for election to the Board of Directors
is as follows:
For purposes of identifying nominees
for the Board of Directors, the Nominating/Corporate Governance Committee relies
on personal contacts of the committee members and other members of the Board of
Directors, as well as its knowledge of members of the communities served by the
Bank. The Nominating/Corporate Governance Committee will also
consider director candidates recommended by shareholders according to the policy
and procedures set forth below. The Nominating/Corporate Governance
Committee has not previously used an independent search firm to identify
nominees.
In evaluating potential nominees, the
Nominating/Corporate Governance Committee determines whether the candidate is
eligible and qualified for service on the Board of Directors by evaluating the
candidate under the criteria set forth above. If such individual
fulfills these criteria, the Nominating/ Corporate Governance Committee will
conduct a check of the individual’s background and interview the candidate to
further assess the qualities of the prospective nominee and the contributions he
or she would make to the Board.
Considerations
of Recommendations by Shareholders. The policy of the
Nominating/Corporate Governance Committee is to consider director candidates
recommended by shareholders who appear to be qualified to serve on the Company’s
Board of Directors. The Nominating/Corporate Governance Committee may
choose not to consider an unsolicited recommendation if no vacancy exists on the
Board of Directors and the Nominating/Corporate Governance Committee does not
perceive a need to increase the size of the Board of Directors. To
avoid the unnecessary use of the Nominating/Corporate Governance Committee’s
resources, the Nominating/ Corporate Governance Committee will consider only
those director candidates recommended in accordance with the procedures set
forth below.
Procedures
to be Followed by Shareholders. To
submit a recommendation of a director candidate to the Nominating/Corporate
Governance Committee, a shareholder should submit the following information in
writing, addressed to the Chairman of the Nominating/Corporate Governance
Committee, care of the Corporate Secretary, at the main office of the
Company:
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The
name of the person recommended as a director
candidate;
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2.
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All
information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors pursuant to Regulation
14A under the Securities Exchange Act of
1934;
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3.
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The
written consent of the person being recommended as a director candidate to
being named in the proxy statement as a nominee and to serving as a
director if elected;
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4.
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As
to the shareholder making the recommendation, the name and address of such
shareholder as they appear on the Company’s books; provided, however, that
if the shareholder is not a registered holder of the Company’s common
stock, the shareholder should submit his or her name and address along
with a current written statement from the record holder of the shares that
reflects ownership of the Company’s common stock;
and
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5.
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A
statement disclosing whether such shareholder is acting with or on behalf
of any other person and, if applicable, the identity of such
person.
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In order for a director candidate to
be considered for nomination at the Company’s annual meeting of shareholders,
the recommendation must be received by the Nominating/Corporate Governance
Committee at least 120 calendar days before the date the Company’s proxy
statement was released to shareholders in connection with the previous year’s
annual meeting, advanced by one year.
Board
and Committee Meetings
During the fiscal year ended September
30, 2010, the Board of Directors of the Bank held 13 regular meetings, including
its annual and organizational meeting, and the Board of the Directors of the
Company held nine regular meetings, including its annual and organizational
meeting. No director attended fewer than 75% of the total meetings of
the Company’s or the Bank’s Board of Directors and the respective committees on
which such director served during fiscal 2010.
Director
Attendance at the Annual Meeting of Shareholders
The Board of Directors encourages each
director to attend the Company’s annual meeting of
shareholders. Eight of the Company’s then eleven directors attended
last year’s annual meeting of shareholders.
Code
of Ethics and Business Conduct
The Company has adopted a code of
ethics and business conduct which applies to all of the Company’s and the Bank’s
directors, officers and employees. A copy of the code of ethics and
business conduct is available to stockholders on the Investor Relations portion
of the Bank’s website at www.fsbbank.net.
REPORT
OF THE AUDIT COMMITTEE
The Company’s management is responsible
for the Company’s internal controls and financial reporting
process. The Company’s independent registered public accounting firm
is responsible for performing an independent audit of the Company’s consolidated
financial statements and issuing an opinion on the conformity of those financial
statements with generally accepted accounting principles. The Audit
Committee oversees the Company’s internal controls and financial reporting
process on behalf of the Board of Directors.
In this context, the Audit Committee
has met and held discussions with management and the independent registered
public accounting firm. Management represented to the Audit Committee
that the Company’s consolidated financial statements were prepared in accordance
with generally accepted accounting principles and the Audit Committee has
reviewed and discussed the consolidated financial statements with management and
the independent registered public accounting firm. The Audit
Committee discussed with the independent registered public accounting firm
matters required to be discussed pursuant to U.S. Auditing Standards No. 380
(Communication With Audit Committees), including the quality, and not just the
acceptability, of the accounting principles, the reasonableness of significant
judgments and the clarity of the disclosures in the financial
statements.
In addition, the Audit Committee has
received the written disclosures and the letter from the independent registered
public accounting firm required by the applicable requirements of the Public
Company Accounting Oversight Board and has discussed with the independent
registered public accounting firm the firm’s independence from the Company and
its management. In concluding that the registered public accounting
firm is independent, the Audit Committee considered, among other factors,
whether the non-audit services provided by the firm were compatible with its
independence.
The Audit Committee discussed with the
Company’s independent registered public accounting firm the overall scope and
plans for their audit. The Audit Committee meets with the independent
registered public accounting firm, with and without management present, to
discuss the results of their examination, their evaluation of the Company’s
internal controls, and the overall quality of the Company’s financial
reporting.
In performing all of these functions,
the Audit Committee acts only in an oversight capacity. In its
oversight role, the Audit Committee relies on the work and assurances of the
Company’s management, which has the primary responsibility for financial
statements and reports, and of the independent registered public accounting firm
who, in its report, express an opinion on the conformity of the Company’s
consolidated financial statements to generally accepted accounting
principles. The Audit Committee’s oversight does not provide it with
an independent basis to determine that management has maintained appropriate
accounting and financial reporting principles or policies, or appropriate
internal controls and procedures designed to assure compliance with accounting
standards and applicable laws and regulations. Furthermore, the Audit
Committee’s considerations and discussions with management and the independent
registered public accounting firm do not assure that the Company’s consolidated
financial statements are presented in accordance with generally accepted
accounting principles, that the audit of the Company’s consolidated financial
statements has been carried out in accordance with generally accepted auditing
standards or that the Company’s independent registered public accounting firm is
“independent.”
In reliance on the reviews and
discussions referred to above, the Audit Committee has recommended to the Board
of Directors, and the Board has approved, that the audited consolidated
financial statements be included in the Company’s Annual Report on Form 10-K for
the year ended September 30, 2010 for filing with the Securities and Exchange
Commission. The Audit Committee also has approved, subject to
shareholder ratification, the selection of the Company’s independent registered
public accounting firm for the fiscal year ending September 30,
2011.
Audit
Committee of the Board of Directors of
First
Savings Financial Group, Inc.
Douglas
A. York, Chairman
Gerald W.
Clapp, Jr.
Frank N.
Czeschin
Michael
F. Ludden
DIRECTOR
COMPENSATION
The following table provides the
compensation received by individuals who served as directors, and who were not
also named executive officers, of First Savings Financial Group during the 2010
fiscal year.
|
|
Fees Earned or
Paid in Cash
|
|
|
Stock
Awards (1)
|
|
|
Option
Awards (2)
|
|
|
Total
|
|
Charles
E. Becht, Jr.
|
|
$ |
7,100 |
|
|
$ |
47,554 |
|
|
$ |
27,723 |
|
|
$ |
82,377 |
|
Cecile
A. Blau
|
|
|
5,500 |
|
|
|
47,554 |
|
|
|
27,723 |
|
|
|
80,777 |
|
Gerald
Wayne Clapp, Jr.
|
|
|
6,800 |
|
|
|
47,554 |
|
|
|
27,723 |
|
|
|
82,077 |
|
Frank
N. Czeschin
|
|
|
6,400 |
|
|
|
23,771 |
|
|
|
13,862 |
|
|
|
44,033 |
|
Robert
E. Libs (3)
|
|
|
5,800 |
|
|
|
47,554 |
|
|
|
27,723 |
|
|
|
81,077 |
|
Michael
F. Ludden
|
|
|
8,200 |
|
|
|
71,325 |
|
|
|
41,585 |
|
|
|
121,110 |
|
Vaughn
K. Timberlake
|
|
|
5,000 |
|
|
|
23,771 |
|
|
|
13,862 |
|
|
|
42,633 |
|
Douglas
A. York
|
|
|
7,700 |
|
|
|
47,554 |
|
|
|
27,723 |
|
|
|
82,977 |
|
(1)
|
Reflects
the aggregate grant date fair value for restricted stock awards granted
during the year computed in accordance with Financial Accounting Standards
Board Accounting Standards Codification (“FASB ASC”) Topic 718 – Share
Based Payment. The amounts were calculated based on First Savings
Financial Group’s stock price as of the grant date, which was $13.25.
Restricted stock awards vest in five approximately equal annual
installments commencing on May 18, 2011. See footnotes to the
directors and executive officers stock ownership table under “Stock
Ownership” for the aggregate number of unvested restricted stock award
shares held in trust for each director at fiscal
year-end.
|
(2)
|
This
amount reflects the aggregate grant date fair value for outstanding stock
option awards granted during the year, computed in accordance with FASB
ASC Topic 718. The Company uses the Binomial option pricing
model to estimate the fair value for stock option awards. For
further information on the assumptions used to compute the fair value, see
Note 15 of the Notes to Consolidated Financial Statements contained in the
Company’s Annual Report on Form 10-K for the year ended September 30,
2010. The actual value, if any, realized by a director from any
option will depend on the extent to which the market value of the common
stock exceeds the exercise price of the option on the date the option is
exercised. Accordingly, there is no assurance that the value
realized by a director will be at or near the value estimated
above. Stock options vest in five approximately equal annual
installments commencing on May 18, 2011. As of September 30,
2010, Messrs. Becht, Clapp and York, and Ms. Blau each held 8,972 options
to purchase shares of Company common stock, Messrs. Czeschin and
Timberlake each held 4,486 options to purchase shares of Company common
stock and Mr. Ludden held 13,458 options to purchase shares of Company
common stock. None of these options were exercisable at
September 30, 2010.
|
(3)
|
Effective
August 18, 2010, Robert E. Libs retired from the Board of Directors of
First Savings Financial Group and the Board of Directors of First Savings
Bank, FSB. Upon Mr. Libs’ retirement, his 8,972 options to
purchase shares of Company common stock became
exercisable.
|
Cash
Retainer and Meeting Fees For Non-Employee Directors. The
following table sets forth the applicable retainers and fees currently paid to
our non-employee directors for their service on the Boards of Directors of First
Savings Financial Group and First Savings Bank for their service.
Board
of Directors of First Savings Bank
|
|
|
|
|
Fee
per Board Meeting – Director
|
|
$ |
950 |
|
|
Fee
per Board Meeting – Chairman
|
|
$ |
1,350 |
|
|
Board
of Directors of First Savings Financial Group
|
|
|
|
|
|
Annual
Retainer
|
|
$ |
5,000 |
|
|
Fee
per Committee Meeting
|
|
$ |
200 |
|
($300
for Committee
Chairman)
|
Directors’
Deferred Compensation Agreements. The
Company and the Bank have entered into deferred compensation agreements with
some of their non-employee directors. Under the agreements, each
director may defer the receipt of meeting and other board fees to a future date;
generally until a director’s normal retirement date of age 70. Under
the agreements, the Company and the Bank credit the deferred compensation
amounts quarterly with interest at an annual rate equal to the prime rate for
the immediately preceding calendar quarter plus 2%, but in no event at a rate in
excess of 8%. Subject to certain elections available to each
director, deferred compensation amounts are distributable in a single lump sum
or over a period of 180 months, typically commencing at normal retirement age or
termination of service. Benefits also become distributable in a
single lump sum or over a 180-month period following a director becoming
disabled. If a director dies before the commencement of benefit
payments or before the completion of all benefit payments, the benefit or
remaining benefit, as the case may be, are distributed to the director’s
beneficiary in a single lump sum.
STOCK
OWNERSHIP
The
following table provides information as of December 31, 2010 about the persons,
other than directors and executive officers, known to the Company to be the
beneficial owners of more than 5% of the Company’s outstanding common
stock. A person may be considered to beneficially own any shares of
common stock over which the person has, directly or indirectly, sole or shared
voting or investment power.
Name
and Address
|
|
Number of Shares Owned
|
|
|
Percent
of Common Stock
Outstanding(1)
|
|
|
|
|
|
|
|
|
First
Savings Bank, F.S.B. Employee Stock Ownership Plan 501 East Lewis
& Clark Parkway Clarksville, Indiana 47129
|
|
|
203,363 |
(2)
|
|
|
8.58 |
% |
|
|
|
|
|
|
|
|
|
First
Savings Bank Profit Sharing/401(k) Plan 501 East Lewis & Clark
Parkway Clarksville, Indiana 47129
|
|
|
138,926 |
|
|
|
5.86 |
% |
(1)
|
Based
on 2,368,945 shares of the Company’s common stock outstanding and entitled
to vote as of December 31, 2010.
|
(2)
|
As
of December 31, 2010, 42,413 shares have been allocated to participants’
ESOP accounts.
|
The following table provides
information about the shares of Company common stock that may be considered to
be owned by each director or nominee for director of the Company, by the
executive officers named in the Summary Compensation Table and by all directors,
nominees for director and executive officers of the Company as a group as of
December 31, 2010. A person may be considered to own any shares of
common stock over which he or she has, directly or indirectly, sole or shared
voting or investment power. Unless otherwise indicated, each of the
named individuals has sole voting and investment power with respect to the
shares shown and none of the named individuals has pledged any of his or her
shares.
Name
|
|
Number of
Shares Owned
|
|
|
Percent of
Common Stock
Outstanding (1)
|
|
|
|
|
|
|
|
|
Directors:
|
|
|
|
|
|
|
Charles
E. Becht, Jr.
|
|
|
24,429 |
(2) |
|
|
1.03 |
% |
Cecile
A. Blau
|
|
|
9,839 |
(3) |
|
|
* |
|
Gerald
Wayne Clapp, Jr.
|
|
|
36,389 |
(4) |
|
|
1.54 |
% |
Frank
N. Czeschin
|
|
|
2,794 |
(5) |
|
|
* |
|
Samuel
E. Eckart
|
|
|
5,193 |
(6) |
|
|
* |
|
John
P. Lawson, Jr.
|
|
|
41,909 |
(7) |
|
|
1.77 |
% |
Michael
F. Ludden
|
|
|
35,383 |
(8) |
|
|
1.49 |
% |
Larry
W. Myers
|
|
|
101,981 |
(9) |
|
|
4.30 |
% |
Vaughn
K. Timberlake
|
|
|
3,294 |
(10)
|
|
|
* |
|
Douglas
A. York
|
|
|
33,589 |
(11) |
|
|
1.42 |
% |
|
|
|
|
|
|
|
|
|
Executive Officers Who Are Not
Directors:
|
|
|
|
|
|
|
|
|
Anthony
A. Schoen
|
|
|
26,548 |
(12) |
|
|
1.12 |
% |
|
|
|
|
|
|
|
|
|
All
Directors and Executive Officers as a Group (11) persons
|
|
|
321,348 |
|
|
|
13.57 |
% |
*
|
Represents
less than 1% of the Company’s outstanding
shares.
|
(1)
|
Based
on 2,368,945 shares of the Company’s common stock outstanding and entitled
to vote as of December 31, 2010.
|
(2)
|
Includes
840 shares held in an individual retirement account and 3,589 shares held
through unvested stock awards.
|
(3)
|
Includes
3,589 shares held through stock
awards.
|
(4)
|
Includes
10,000 shares held by Mr. Clapp’s spouse and 3,589 shares held through
unvested stock awards.
|
(5)
|
Includes
1,000 shares held in an individual retirement account and 1,794 shares
held through unvested stock awards.
|
(6)
|
Includes
5,093 shares held through unvested stock
awards.
|
(7)
|
Includes
2,204 shares allocated under the ESOP, 19,369 shares held under the First
Savings Bank Profit Sharing/401(k) Plan and 20,336 shares held through
unvested stock awards. Excludes shares allocated under the ESOP
as of December 31, 2010 because allocation information is unavailable as
of the mailing date of this proxy
statement.
|
(8)
|
Includes
10,000 shares held by Mr. Ludden’s spouse and 5,383 shares held through
unvested stock awards.
|
(9)
|
Includes
24,200 shares held in Mr. Myers’ spouse’s individual retirement account,
49,131 shares held under the First Savings Bank Profit Sharing/401(k)
Plan, 3,238 shares allocated under the ESOP and 25,412 shares held through
unvested stock awards. Excludes shares allocated under the ESOP
as of December 31, 2010 because allocation information is unavailable as
of the mailing date of this proxy
statement.
|
(10)
|
Includes
1,500 shares held in an individual retirement account and 1,794 shares
held through unvested stock awards.
|
(11)
|
Includes
20,000 shares held by a limited liability company with which Mr. York is
affiliated and 3,589 shares held through unvested stock
awards.
|
(12)
|
Includes
4,370 shares held under the First Savings Bank Profit Sharing/401(k) Plan,
1,342 shares allocated under the ESOP and 20,336 shares held through
unvested stock awards. Excludes shares allocated under the ESOP
as of December 31, 2010 because allocation information is unavailable as
of the mailing date of this proxy
statement.
|
ITEMS
OF BUSINESS TO BE VOTED ON BY SHAREHOLDERS
Item
1 — Election of Directors
The Company’s Board of Directors
consists of ten members. All of the nominees are currently directors
of the Company and the Bank, except for Vaughn K. Timberlake who serves on the
Company’s Board only. The Board is divided into three classes, each
with three-year staggered terms, with approximately one-third of the directors
elected each year. The three nominees who have been nominated for
election at the annual meeting to serve for a three-year term or until their
successors have been duly elected and qualified are: Michael F. Ludden, Larry W.
Myers and Vaughn K. Timberlake.
Unless you indicate on the proxy card
that your shares should not be voted for certain nominees, the Board of
Directors intends that the proxies solicited by it will be voted for the
election of each of the Board’s nominees. If any nominee is unable to
serve, the persons named in the proxy card would vote your shares to approve the
election of any substitute proposed by the Board of Directors. At
this time, we know of no reason why any nominee might be unable to
serve.
The Board of Directors recommends that
shareholders vote “FOR” the election of all of the nominees.
Information regarding the nominees for
election at the annual meeting is provided below. Unless otherwise
stated, each individual has held his or her current occupation for the last five
years. The age indicated for each individual is as of September 30,
2010. For those directors who are not former directors of Community
First Bank, the starting year of service as director includes service on the
Board of Directors of First Savings Bank.
Board
Nominees for Terms Ending in 2014
Michael F.
Ludden serves as Chairman of the Board of First Savings Financial Group
and First Savings Bank. He is President and Chief Executive Officer
of L. Thorn Company, Inc., a construction materials distribution
company. Age 61. Director since 1992.
Mr.
Ludden provides the Board with significant marketing and operational knowledge
through his experience as president of a construction material supply
business. In addition, he has considerable experience in executive
management. Mr. Ludden has served as Chairman of the Board of First
Savings Financial Group for the past two years, beginning with its formation in
October 2008, and as Chairman of the Board of First Savings Bank for the past
six years.
Larry W.
Myers is the President and Chief Executive Officer of First Savings Bank
and First Savings Financial Group. Mr. Myers joined First Savings
Bank in 2005. Previously, he served as Chief Operations Officer of
First Savings Bank. Before joining First Savings Bank, he served as
an Area President of National City Bank in southern Indiana. Age
52. Director since 2005.
Mr. Myers’ twenty-eight years of
experience in the local banking industry and involvement in business and civic
organizations within the region in which the Bank conducts its business affords
the Board valuable insight regarding business initiatives and operations of the
Company and Bank. Mr. Myers’ knowledge of the Company’s and the
Bank’s business, combined with his tenure and strategic vision, position him
well for continued service as a director and as President and Chief Executive
Officer of the Company and Bank.
Vaughn K.
Timberlake is Executive Vice
President of First Savings Bank. Before joining First Savings Bank,
Mr. Timberlake served as Chairman of the Board of Directors of Community First
Bank. Age 69. Director since 2009.
Mr. Timberlake has forty years of
experience in the local banking industry, including sixteen years of service as
a director of a community-oriented bank. His experience and tenured
expertise provide the Board with organizational and operational
knowledge.
Directors
Continuing in Office
All of the directors continuing in
office are currently directors of the Company and the Bank, except for Frank N.
Czeschin, who only serves on the Company’s Board.
The
following directors have terms ending in 2012:
Charles E. Becht,
Jr. is
owner and President of Ward Forging Co., Inc., a steel fabrication
company. Age 62. Director since 1995.
Mr. Becht has significant business
and management-level experience with an industry outside of financial services,
which provides a unique perspective of the local and national market to the
Board. Mr. Becht’s also possesses marketing knowledge that is of
additional value to the Company.
Gerald Wayne
Clapp, Jr. is President of CLAPP
Auto Group, an auto sales and service company. Age
61. Director since 1995.
Mr. Clapp
has career experience as a small business executive within the region in
which the Bank conducts its business, which provides the Board with
valuable insight regarding the local business and consumer
environment. In addition, as an active member of the community,
Mr. Clapp maintains contact with the local consumer environment through his
day-to-day management of his auto dealership.
Samuel E.
Eckart is
Executive Vice President of First Savings Financial Group and Area President of
First Savings Bank. Before joining First Savings Bank, Mr. Eckart
served as President and Chief Executive Officer and a director of Community
First Bank. Age 60. Director since 2009.
Mr. Eckart’s thirty-eight years of
experience in the local banking industry, including fifteen years as a director
of a community-oriented bank, provides the Company and Bank with organizational,
operational and market knowledge. In addition, as an active member of
the community, he currently holds various positions in a number of local
charitable and civic organizations. Mr. Eckart’s knowledge of
the Company’s and the Bank’s business position him well for continued service as
a director and as an Executive Vice President of the Company and
Bank.
The
following directors have terms ending in 2013:
Cecile A.
Blau serves as a Senior Judge for the State of Indiana. Ms.
Blau served as a county judge in the State of Indiana until December 2008, when
her term expired. Age 65. Director since
2008.
Ms. Blau’s experience as an attorney
and judge within the region in which the Bank conducts its business,
provides the Board with the legal knowledge necessary to assess issues facing a
public company. In addition, Ms. Blau has a rich history of community
service and currently holds various positions in a number of local charitable
and civic organizations.
Douglas A.
York is
President of Rodefer Moss & Co, PLLC, a public accounting
firm. Age 48. Director since 2008.
Mr. York is an experienced certified
public accountant whose financial background qualifies him as the Audit
Committee’s financial expert. In addition, he possesses substantial
company management experience as President of Roderfer Moss & Co., PLLC, a
regional CPA firm.
John P. Lawson,
Jr. is the Chief Operating Officer of First Savings Bank and First
Savings Financial Group. Mr. Lawson joined First Savings Bank in
1988. Previously, he served as Assistant Vice President, Vice
President, Senior Vice President and Executive Vice President of First Savings
Bank. Age 53. Director since 2006.
Mr. Lawson’s twenty-two years of
experience in the management of First Savings Bank provides the Board valuable
insight regarding the business and operations of the Company and
Bank. Prior to his service with the Bank, he developed financial
expertise as a financial planner. Mr. Lawson’s knowledge of the
Company and Bank’s history and business operations position him well for
continued service as a director and as Chief Operating Officer of the Company
and Bank.
Frank N.
Czeschin is President of Indiana Utilities Corporation, a natural gas
distributor, President of Southern Indiana Pipeline Corporation, a natural gas
transporter, and Managing Partner of Zabel Builders, LLC, a residential
construction company. Former director of Community First
Bank. Age 49. Director since 2009.
Mr. Czeschin’s management experience
in the ownership of a local utility company that operates within the region in
which the Bank conducts its business, provides the Board with valuable
insight regarding the local business and consumer environment. In
addition, Mr. Czeschin has ten years of experience as a director of a
community-oriented bank.
Executive
Officers Who are Not Directors
Below is information regarding our
other executive officer who is not also a director of the Company. He
has held his current position for at least the last five years, unless otherwise
stated. The age presented is as of September 30, 2010.
Anthony A.
Schoen is the Chief Financial Officer of First Savings
Financial Group and First Savings Bank. Before assuming his current
position, Mr. Schoen served as Assistant Controller of First Savings
Bank. Before joining First Savings Bank, Mr. Schoen was a manager
with Monroe Shine & Co., Inc. Age 33.
Item
2 — Ratification of the Independent Registered Public Accounting
Firm
The Audit Committee of the Board of
Directors has appointed Monroe Shine & Co., Inc. to be the Company’s
independent registered public accounting firm for the 2011 fiscal year, subject
to ratification by shareholders. A representative of Monroe Shine
& Co., Inc. is expected to be present at the annual meeting to respond to
appropriate questions from shareholders and will have the opportunity to make a
statement should he desire to do so.
If the ratification of the appointment
of the independent registered public accounting firm is not approved by a
majority of the shares cast at the annual meeting, the Audit Committee of the
Board of Directors may consider other independent registered public accounting
firms.
The Board of Directors recommends that
shareholders vote “FOR” the ratification of the appointment of Monroe Shine
& Co., Inc. as the Company’s independent registered public accounting firm
for the 2011 fiscal year.
Audit
Fees. The following table sets forth the fees billed to the
Company and the Bank by Monroe Shine & Co., Inc. for the fiscal years ended
September 30, 2010 and 2009:
|
|
2010
|
|
|
2009
|
|
Audit
fees (1)
|
|
$ |
83,370 |
|
|
$ |
76,115 |
|
Audit
related fees (2)
|
|
|
29,040 |
|
|
|
67,360 |
|
Tax
fees (3)
|
|
|
11,730 |
|
|
|
10,770 |
|
All
other fees (4)
|
|
|
221,521 |
|
|
|
87,260 |
|
(1)
|
Includes
fees for the audit of the consolidated financial statements and review of
the interim financial information contained in the quarterly reports on
Form 10-Q and other regulatory reporting. In addition, this
category includes fees for services associated with SEC registration
statements or other documents filed in connection with securities
offerings, including comfort letters, consents and assistance with the
review of documents filed with the
SEC.
|
(2)
|
Includes
fees for attestation and related services traditionally performed by the
auditor including attestation services not required by statute or
regulation, consultations concerning financial accounting and reporting
standards and due diligence and regulatory filings related to mergers or
acquisitions. For 2009, includes fees of $47,560 for assistance
with due diligence and regulatory filings prepared in connection with the
Community First Bank acquisition.
|
(3)
|
Includes
fees for tax compliance services including preparation of original and
amended federal and state income tax returns, preparation of property tax
returns and tax payment and planning
advice.
|
(4)
|
Other
fees includes fees for services performed by Infinite Solutions, LLC, an
affiliate of Monroe Shine & Co., Inc., for information technology
project management and network management assistance for information
technology systems not associated with the financial
statements. For 2010, includes fees of $72,256 for network
systems integration project management related to Bank’s core operating
system conversion and fees of $58,340 related to network management
assistance for Community First Bank systems following the
acquisition.
|
Policy
on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of
the Independent Registered Public Accounting Firm. The Audit
Committee has adopted a policy for approval of audit and permitted non-audit
services by the Company’s independent registered public accounting
firm. The Audit Committee will consider annually and approve the
provision of audit services by the independent registered public accounting firm
and, if appropriate, approve the provision of certain defined audit and
non-audit services. The Audit Committee also will consider on a
case-by-case basis and, if appropriate, approve specific
engagements.
Any proposed specific engagement may be
presented to the Audit Committee for consideration at its next regular meeting
or, if earlier consideration is required, to the Audit Committee or one or more
of its members. The member or members to whom such authority is
delegated shall report any specific approval of services at its next regular
meeting. The Audit Committee will regularly review summary reports
detailing all services being provided to the Company by its independent
registered public accounting firm.
During the fiscal year ended September
30, 2010, all of the audit related fees, tax fees and all other fees set forth
above were approved by the Audit Committee.
Item
3 – Advisory Vote on the Approval of Compensation of the Named Executive
Officers
The Dodd-Frank Wall Street Reform and
Consumer Protection Act (the “Dodd-Frank Act”) requires, among other things,
that the Company permit a non-binding advisory vote on the compensation of its
named executive officers, as described in the tabular disclosure regarding named
executive officer compensation and the accompanying narrative disclosure in this
proxy statement.
This proposal, commonly known as a
“say-on-pay” proposal, gives the Company’s shareholders the opportunity to
endorse or not endorse the Company’s executive compensation program and policies
through the following resolution:
“Resolved,
that the shareholders approve the compensation of the named executive officers,
as described in the tabular disclosure regarding named executive officer
compensation and the accompanying narrative disclosure in this proxy
statement.”
Because the vote is advisory, it will
not be binding upon the Company or its Board of Directors. However,
the Compensation Committee will take into account the outcome of the vote when
considering future executive compensation arrangements.
The Board of Directors unanimously
recommends a vote “FOR” approval of the compensation of the named executive
officers.
Item
4 – Advisory Vote on the Frequency of a Shareholder Vote on the Compensation of
the Named Executive Officers
The Dodd-Frank Act requires the Company
to obtain, at least once every six years, a shareholder vote on the frequency of
a shareholder vote on the compensation of the named executive
officers.
This proposal gives the Company’s
shareholders the opportunity to determine whether the frequency of a shareholder
vote on the compensation of the named executive officers will be every one, two
or three years. Shareholders may also abstain from voting on the
frequency of a shareholder vote on executive compensation.
Because the vote is advisory, it will
not be binding upon the Company or its Board of Directors. However, the
Compensation Committee will take into account the outcome of the vote when
considering the frequency of a shareholder vote on executive
compensation.
The Board of Directors has determined
that having an advisory vote on the compensation of the named executive officers
each year is the best approach because the Company’s Compensation Committee
reviews and determines the primary elements of compensation, namely salary and
cash bonus, each year.
The Board of Directors unanimously
recommends conducting a vote to approve the compensation of the named executive
officers every one year. Note: Shareholders
are not voting to approve or disapprove this recommendation.
EXECUTIVE
COMPENSATION
Summary
Compensation Table. The following information
is furnished for the principal executive officer of First Savings Financial
Group or its subsidiaries and the two most highly-compensated executive officers
(other than the principal executive officer) of First Savings Financial Group or
its subsidiaries whose total compensation for the fiscal year ended September
30, 2010, exceeded $100,000. These individuals are referred to in
this proxy statement as the “named executive officers.”
Name and
Principal Position
|
|
Year
|
|
Salary
|
|
|
Bonus
|
|
|
Stock
Awards (1)
|
|
|
Option
Awards (2)
|
|
|
All Other
Compensation (3)
|
|
|
Total
|
|
Larry
W. Myers
|
|
2010
|
|
$ |
196,739 |
|
|
$ |
18,614 |
|
|
$ |
336,709 |
|
|
$ |
117,816 |
|
|
$ |
41,776 |
|
|
$ |
711,654 |
|
President
& Chief
|
|
2009
|
|
|
180,123 |
|
|
|
24,744 |
|
|
|
|
|
|
|
|
|
|
|
19,908 |
|
|
|
224,775 |
|
Executive
Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John
P. Lawson, Jr.
|
|
2010
|
|
$ |
137,454 |
|
|
$ |
12,617 |
|
|
$ |
269,452 |
|
|
$ |
91,643 |
|
|
$ |
26,815 |
|
|
$ |
537,981 |
|
Chief
Operations
|
|
2009
|
|
|
126,685 |
|
|
|
16,873 |
|
|
|
|
|
|
|
|
|
|
|
13,687 |
|
|
|
157,245 |
|
Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Samuel
E. Eckart (4)
|
|
2010
|
|
$ |
169,615 |
|
|
$ |
2,256 |
|
|
$ |
67,482 |
|
|
$ |
91,643 |
|
|
$ |
12,367 |
|
|
$ |
343,363 |
|
Area
President
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
This
amount reflects the aggregate grant date fair value for outstanding
restricted stock awards granted during the year, computed in accordance
with FASB ASC Topic 718. The amounts were calculated based on the
Company’s stock price as of the date of grant, which was $13.25. When
shares become vested and are distributed from the trust in which they are
held, the recipient will also receive an amount equal to accumulated cash
and stock dividends (if any) paid with respect thereto, plus earnings
thereon. Restricted stock awards vest in five approximately equal annual
installments commencing on May 18,
2011.
|
(2)
|
This
amount reflects the aggregate grant date fair value for outstanding stock
option awards granted during the year, computed in accordance with FASB
ASC Topic 718. The Company uses the Binomial option pricing model to
estimate the fair value for stock option awards. For further information
on the assumptions used to compute the fair value, see Note 15 of the
Notes to Consolidated Financial Statements contained in the Company’s
Annual Report on Form 10-K for the year ended September 30, 2010. The
actual value, if any, realized by an executive officer from any option
will depend on the extent to which the market value of the common stock
exceeds the exercise price of the option on the date the option is
exercised. Accordingly, there is no assurance that the value realized by
an executive officer will be at or near the value estimated above. Stock
options vest in five approximately equal annual installments commencing on
May 18, 2011.
|
(3)
|
Consists
of employer contributions to the First Savings Bank Profit Sharing/401(k)
Plan and shares allocated under the
ESOP.
|
(4)
|
Compensation
information for Mr. Eckart for fiscal 2009 is omitted as his employment
with the Company and the Bank began on September 30,
2009.
|
Employment
Agreements. The
Company and the Bank have entered into amended and restated employment
agreements with Larry W. Myers, John P. Lawson, Jr. and Samuel E. Eckart (each
an “executive” and, collectively, the “executives”) effective October 7, 2009.
The employment agreements each provide for three-year terms, subject to annual
renewal by the Boards of Directors for an additional year beyond the
then-current expiration date. The current base salaries under the employment
agreements are $205,200, $143,800 and $175,000 for Messrs. Myers, Lawson and
Eckart, respectively. The agreements also provide for participation in employee
benefit plans and programs we maintain for the benefit of employees and senior
management personnel, including incentive compensation, health and welfare
benefits, retirement benefits and certain fringe benefits, as described in the
agreements. We also agree to pay all reasonable costs and legal fees of the
executives in relation to the enforcement of the employment agreements, provided
the executives succeed on the merits in a legal judgment, arbitration proceeding
or settlement. The employment agreements also provide for indemnification of the
executives to the fullest extent legally permissible. See “Potential Post-Termination
Benefits” for a discussion of the benefits and payments the executives
may receive upon termination of employment.
Nonqualified
Deferred Compensation
Supplemental
Executive Retirement Plan. The Bank sponsors a supplemental executive
retirement plan to provide for supplemental retirement benefits with respect to
the employee stock ownership plan. The plan provides participating executives
with benefits otherwise limited by certain provisions of the Internal Revenue
Code or the terms of the employee stock ownership plan loan. In addition to
providing for benefits lost under the tax-qualified plan as a result of
limitations imposed by the Internal Revenue Code, the plan also provides
supplemental benefits to the designated individuals upon a change of control
before the complete scheduled repayment of the employee stock ownership plan
loan. See “—Potential
Post-Termination Benefits” for a discussion of the benefits and payments
plan participants may receive upon a change in control. Messrs. Myers and Lawson
participate in the plan. The Board of Directors may also designate other
officers as participants in the future.
Outstanding
Equity Awards at Fiscal Year-End
The following table provides
information as of September 30, 2010 concerning unexercised options and stock
awards that have not vested for each named executive officer.
Name
|
|
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
|
|
|
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
|
|
|
Option
Exercise
Price
($)
|
|
Option
Expiration
Date
|
|
Number
of Shares
or Units
of Stock
That
Have Not
Vested
(#)(2)
|
|
|
Market Value
of Shares or
Units of Stock
That Have Not
Vested ($)(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Larry
W. Myers
|
|
|
38,128 |
(1)
|
|
|
— |
|
|
$ |
13.25 |
|
5/18/2020
|
|
|
25,412 |
|
|
$ |
332,389 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John
P. Lawson, Jr.
|
|
|
29,658 |
(1)
|
|
|
— |
|
|
$ |
13.25 |
|
5/18/2020
|
|
|
20,336 |
|
|
$ |
265,995 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Samuel
E. Eckart
|
|
|
29,658 |
(1)
|
|
|
— |
|
|
$ |
13.25 |
|
5/18/2020
|
|
|
5,093 |
|
|
$ |
66,616 |
|
(1)
|
These
stock options vest at the rate of 20% per year commencing on May 18,
2011.
|
(2)
|
These
restricted stock grants vest at the rate of 20% per year commencing on May
18, 2011.
|
(3)
|
Based
upon the Company’s closing stock price of $13.08 on September 30,
2010.
|
Potential
Post-Termination Benefits
Payments
Made Upon Termination for Cause or Voluntary Termination Without Good
Reason.
If we terminate the employment of Messrs. Myers, Lawson or Eckart
(collectively referred to in this section on Post-Termination Benefits as the
“executives” and individually referred to as an “executive”) for cause, or if an
executive terminates employment without good reason, under the terms of the
employment agreements, the executive would receive his base salary through the
date of his termination of employment and retain the rights to any vested
benefits, subject to the terms of any applicable plan or agreement under which
we provide those benefits. Upon termination of employment, each executive must
adhere to a one-year non-competition provision and a two-year non-solicitation
provision. In addition, all vested supplemental ESOP benefits credited under the
supplemental executive retirement plan will be distributed to the executives in
a lump sum as soon as practicable following the termination of
employment.
Payments
Made Upon Voluntary Termination With Good Reason and Termination Without
Cause.
If we terminate an executive for reasons other than cause, or if either
executive resigns after the occurrence of specified circumstances that
constitute constructive termination (in other words, for “good reason”), the
executive will continue to receive his base salary for the remaining unexpired
term of the employment agreement. In addition, we will continue or cause to be
continued the executive’s medical benefits until the earlier of: (1) the date he
becomes eligible for Medicare; (2) his death; or (3) the end of the remaining
term of the employment agreement. Upon termination of employment, each executive
must adhere to a one-year non-competition provision and a two-year
non-solicitation provision. In addition, all vested supplemental ESOP benefits
credited under the supplemental executive retirement plan will be distributed to
the executives in a lump sum as soon as practicable following the termination of
employment.
Payments
Made Upon Disability.
Under the employment agreements, during any incapacity leading up to the
termination of the executive’s employment due to disability, we will continue to
pay the executive’s base salary, benefits (other than bonus) and perquisites
until the executive becomes eligible for benefits under our disability plan.
Upon termination of employment, each executive must adhere to a one-year
non-competition provision and a two-year non-solicitation provision. In
addition, all vested supplemental ESOP benefits credited under the supplemental
executive retirement plan will be distributed to the executives in a lump sum as
soon as practicable following the termination of employment.
Payments
Made Upon Death.
Under the employment agreements, following an executive’s death, we will
pay the executive’s estate the compensation due to the executive through the end
of the month in which his death occurs. In addition, all vested supplemental
ESOP benefits credited under the supplemental executive retirement plan will be
distributed to the executive’s estate in a lump sum as soon as practicable
following the executive’s death.
Payments
Made Upon a Change in Control. Under the
employment agreements, if, in connection with or following a change in control
(as described in the agreements), we, or our successor, terminate the executive
without cause or if the executive terminates employment voluntarily under
specified circumstances that constitute good reason, the executive will receive
a payment equal to three
times his average annual taxable compensation for the five preceding
taxable years. In addition, we will continue or cause to be continued the
executive’s medical benefits until the earlier of: (1) the date he becomes
eligible for Medicare; (2) his death; or (3) the end of the remaining term of
the employment agreement. The executives are not subject to any non-competition
or non-solicitation provisions following their termination of employment upon or
in connection with a change in control.
Section 280G of the Internal Revenue
Code provides that severance payments that equal or exceed three times the
individual’s “base amount” are deemed to be “excess parachute payments” if they
are contingent upon a change in control. These amounts are referred to as
“excess parachute payments.” Individuals receiving excess parachute payments are
subject to a 20% excise tax on the amount of the payment in excess of the base
amount, and we would not be entitled to a federal income tax deduction for any
amount above the base amount. For purposes of Section 280G, an individual’s
“base amount” generally equals his average annual taxable compensation for the
five taxable years preceding the year in which the change in control occurs. The
agreements allow, but do not require, the executives to reduce their change in
control payments to the extent necessary to ensure that they will not receive
“excess parachute payments,” which otherwise would result in the imposition of
an excise tax and loss of the tax deduction.
Upon a change of control before the
complete scheduled repayment of the ESOP loan, the First Savings Bank, F.S.B.
Supplemental Executive Retirement Plan provides the executives with a benefit
equal to what the individual would have received under the ESOP had he remained
employed throughout the term of the ESOP loan less the benefits actually
provided under the ESOP. An individual’s benefit under the supplemental
executive retirement plan, including previously credited amounts, generally
becomes payable upon the participant’s separation from service.
OTHER
INFORMATION RELATING TO
DIRECTORS
AND EXECUTIVE OFFICERS
Section
16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities
Exchange Act of 1934 requires the Company’s executive officers and directors,
and persons who own more than 10% of any registered class of the Company’s
equity securities, to file reports of ownership and changes in ownership with
the Securities and Exchange Commission. These individuals are required by
regulation to furnish the Company with copies of all Section 16(a) reports they
file.
Based solely on its review of the
copies of the reports it has received and written representations provided to it
from the individuals required to file the reports, the Company believes that
each of its executive officers and directors has complied with applicable
reporting requirements for transactions in the Company’s common stock during the
fiscal year ended September 30, 2010.
Transactions
with Related Persons
Loans
and Extensions of Credit. The
Sarbanes-Oxley Act of 2002 generally prohibits First Savings Financial Group
from lending to its executive officers and directors. However, the
Sarbanes-Oxley Act contains a specific exemption from such prohibition for loans
made by the Bank to its executive officers and directors in compliance with
federal banking regulations. Federal regulations require that all loans or
extensions of credit to executive officers and directors of insured institutions
must be made on substantially the same terms, including interest rates and
collateral, as those prevailing at the time for comparable transactions with
other persons and must not involve more than the normal risk of repayment or
present other unfavorable features. The Bank, therefore, is prohibited from
making any new loans or extensions of credit to executive officers and directors
at different rates or terms than those offered to the general public.
Notwithstanding this rule, federal regulations permit the Bank to make loans to
executive officers and directors at reduced interest rates if the loan is made
under a benefit program generally available to all other employees and does not
give preference to any executive officer or director over any other employee.
The Bank does not sponsor such a program.
According to the Company’s Audit
Committee Charter, the Audit Committee periodically reviews, no less frequently
than quarterly, a summary of the Company’s transactions with directors and
executive officers of the Company and with firms that employ directors, as well
as any other related person transactions, for the purpose of recommending to the
disinterested members of the Board of Directors that the transactions are fair,
reasonable and within Company policy and should be ratified and approved. Also,
in accordance with banking regulations and Company policy, the Board of
Directors reviews all loans made to a director or executive officer in an amount
that, when aggregated with the amount of all other loans to such person and his
or her related interests, exceed the greater of $25,000 or 5% of the Company’s
capital and surplus (up to a maximum of $500,000) and such loan must be approved
in advance by a majority of the disinterested members of the Board of Directors.
Additionally, pursuant to the Company’s Code of Ethics and Business Conduct, all
executive officers and directors of the Company must disclose any existing or
potential conflicts of interest to the President and Chief Executive Officer of
the Company. Such potential conflicts of interest include, but are not limited
to, the following: (1) the Company conducting business with or competing against
an organization in which a family member of an executive officer or director has
an ownership or employment interest and (2) the ownership of more than 1% of the
outstanding securities or 5% of total assets of any business entity that does
business with or is in competition with the Company.
The aggregate outstanding balance of
loans extended by the Bank to its executive officers, employees and directors
and related parties was $6.4 million at September 30, 2010. These loans were
performing according to their original terms at September 30, 2010. In addition,
these loans 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 loans with persons not related to First Savings Bank, and
did not involve more than the normal risk of collectibility or present other
unfavorable features when made.
Other
Transactions. Since
October 1, 2009, there have been no transactions and there are no currently
proposed transactions in which the Company or the Bank were or are to be a
participant and the amount involved exceeds $120,000, and in which any of the
Company’s executive officers and directors had or will have a direct or indirect
material interest.
SUBMISSION
OF BUSINESS PROPOSALS AND SHAREHOLDER NOMINATIONS
The Company must receive proposals that
shareholders seek to include in the proxy statement for the Company’s next
annual meeting no later than September 12, 2011. If next year’s annual meeting
is held on a date that is more than 30 calendar days from February 15, 2012, a
shareholder proposal must be received by a reasonable time before the Company
begins to print and mail its proxy solicitation materials for such annual
meeting. Any shareholder proposals will be subject to the requirements of the
proxy rules adopted by the Securities and Exchange Commission.
The Company’s Bylaws provide that, in
order for a shareholder to make nominations for the election of directors or
proposals for business to be brought before the annual meeting, a shareholder
must deliver notice of such nomination and/or proposals to the Company’s
Secretary not less than 60 days nor more than 90 days before the date of the
annual meeting. However, if less than 71 days’ notice or prior public disclosure
of the annual meeting is given to shareholders, such notice must be delivered
not later than the close of the tenth day following the day on which notice of
the annual meeting was mailed to shareholders or public disclosure of the
meeting date was made. A copy of the Bylaws may be obtained from the
Company.
SHAREHOLDER
COMMUNICATIONS
The Company encourages shareholder
communications to the Board of Directors and/or individual directors. All
communications from shareholders should be addressed to First Savings Financial
Group, Inc., 501 East Lewis & Clark Parkway, Clarksville, Indiana 47129.
Communications to the Board of Directors should be sent to the attention of M.
Sue Johnson, Corporate Secretary. Communications to individual directors should
be sent to such director at the Company’s address. Shareholders who wish to
communicate with a committee of the Board of Directors should send their
communications to the attention of the Chairman of the particular committee,
with a copy to Cecile A. Blau, the Chairman of the Nominating/Corporate
Governance Committee. It is in the discretion of the Nominating/Corporate
Governance Committee as to whether a communication sent to the full Board should
be brought before the full Board.
MISCELLANEOUS
The Company will pay the cost of
this proxy solicitation. The Company will reimburse brokerage firms and other
custodians, nominees and fiduciaries for reasonable expenses incurred by them in
sending proxy materials to the beneficial owners of the Company. Additionally,
directors, officers and other employees of the Company may solicit proxies
personally or by telephone. None of these persons will receive additional
compensation for these activities.
The Company’s Annual Report on Form
10-K has been included with this proxy statement. Any shareholder who has not
received a copy of the Annual Report on Form 10-K may obtain a copy by writing
to the Corporate Secretary of the Company. The Annual Report is not to be
treated as part of the proxy solicitation material or as having been
incorporated by reference into this proxy statement.
If you and others who share your
address own your shares in “street name,” your broker or other holder of record
may be sending only one annual report and proxy statement to your address. This
practice, known as “householding,” is designed to reduce our printing and
postage costs. However, if a shareholder residing at such an address wishes to
receive a separate annual report or proxy statement in the future, he or she
should contact the broker or other holder of record. If you own your shares in
“street name” and are receiving multiple copies of our annual report and proxy
statement, you can request householding by contacting your broker or other
holder of record.
Whether or not you plan to attend
the annual meeting, please vote by marking, signing, dating and promptly
returning the enclosed proxy card in the enclosed envelope.
|
By
Order of the Board of Directors,
|
|
|
|
|
|
John
P. Lawson, Jr.
|
|
Corporate
Secretary
|
Dear ESOP
Participant:
On behalf
of the Board of Directors of First Savings Financial Group, Inc. (the
“Company”), I am forwarding you the enclosed blue vote authorization form
for you to convey your voting instructions to First Bankers Trust Services, Inc.
(the “Trustee”) on the proposals to be presented at the Company’s Annual Meeting
of Shareholders to be held on February 15, 2011. Also enclosed is a
Notice and Proxy Statement for the Annual Meeting of Shareholders and a copy of
the Company’s Annual Report to Shareholders.
As a
participant in the First Savings Bank, F.S.B. Employee Stock Ownership Plan (the
“ESOP”), you are entitled to vote all shares of Company common stock allocated
to your account as of December
31, 2010, the record date for the Annual Meeting. All
allocated shares of the Company’s common stock will be voted by the Trustee as
directed by participants, so long as participant instructions are received by
the Trustee by February 8,
2011. If you do not direct the Trustee how to vote the shares
of the Company’s common stock allocated to your ESOP account, the Trustee will
vote your shares in the same proportion as shares for which the Trustee has
received voting instructions from other participants, subject to its fiduciary
duties.
Please
complete, sign and date the enclosed blue vote authorization form
and return it in the postage-paid envelope provided. Your vote will
not be revealed, directly or indirectly, to any employee or director of the
Company or First Savings Bank, F.S.B.
If you
participate in several employer-sponsored stock based benefit plans, you will
receive multiple vote authorization forms. Please submit all the vote
authorization forms you receive.
Sincerely,
|
|
|
Larry
W. Myers
|
President
and Chief Executive
Officer
|
VOTE AUTHORIZATION
FORM
I understand that First Bankers Trust
Services, Inc. (the “Trustee”) is the holder of record and trustee of all shares
of First Savings Financial Group, Inc. (the “Company”) common stock under the
First Savings Bank, F.S.B. Employee Stock Ownership Plan. I
understand that my voting instructions are solicited on behalf of the Company’s
Board of Directors for the Annual Meeting of Shareholders to be held on February
15, 2011.
You are authorized to vote my shares as
follows:
1.
|
The
election as directors of all nominees listed (unless the “For All Except”
box is marked and the instructions below are complied
with).
|
Michael
F. Ludden
|
|
Larry
W. Myers
|
|
Vaughn
K. Timberlake
|
|
|
|
|
|
|
|
|
|
FOR
ALL
|
FOR
|
|
WITHHOLD
|
|
EXCEPT
|
|
|
|
|
|
o
|
|
o
|
|
o
|
INSTRUCTION: To
withhold your vote for any individual nominee, mark “FOR ALL EXCEPT” and write
that nominee’s name on the line provided below.
2.
|
The
ratification of the appointment of Monroe Shine & Co., Inc. as the
independent registered public accounting firm of First Savings Financial
Group, Inc. for the fiscal year ending September 30,
2011.
|
FOR
|
|
AGAINST
|
|
ABSTAIN
|
|
|
|
|
|
o
|
|
o
|
|
o
|
3.
|
The
approval of a non-binding resolution to approve the compensation of the
named executive officers.
|
FOR
|
|
AGAINST
|
|
ABSTAIN
|
|
|
|
|
|
o
|
|
o
|
|
o
|
4.
|
The
determination of whether the shareholder vote to approve the compensation
of the named executive officers should occur every one, two or three
years.
|
ONE YEAR
|
|
TWO YEARS
|
|
THREE YEARS
|
|
ABSTAIN
|
|
|
|
|
|
|
|
o
|
|
o
|
|
o
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o
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THE
BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF PROPOSALS 1, 2 AND 3 AND A
“ONE YEAR” VOTE FOR PROPOSAL 4.
NOTE:
SHAREHOLDERS ARE NOT VOTING TO APPROVE OR DISAPPROVE THE BOARD OF DIRECTORS’
RECOMMENDATION ON PROPOSAL 4.
The Trustee is hereby authorized to
vote all shares of Company common stock allocated to me in its trust capacity as
indicated above.
Please
date, sign and return this form in the enclosed postage-paid envelope no later
than February 8, 2011.
Dear
401(k) Plan Participant:
On behalf
of the Board of Directors of First Savings Financial Group, Inc. (the
“Company”), I am forwarding you the enclosed green vote authorization form
for you to convey your voting instructions to Reliance Trust Company (the
“Trustee”), of the First Savings Financial Group Stock Fund (the “Stock Fund”)
of the First Savings Bank Profit Sharing/401(k) Plan (the “401(k) Plan”), on the
proposals to be presented at the Company’s Annual Meeting of Shareholders to be
held on February 15, 2011. Also enclosed is a Notice and Proxy
Statement for the Annual Meeting of Shareholders and a copy of the Company’s
Annual Report to Shareholders.
As a
holder of the Company’s common stock through the Stock Fund, you are entitled to
direct the Trustee how to vote the shares of common stock credited to your
account as of December 31,
2010, the record date for the Annual Meeting. If the Trustee
does not receive your instructions by February 8, 2011, the Company
will direct the Trustee to vote your shares in the same proportion as shares for
which the Trustee has received voting instructions from other 401(k) Plan
participants invested in the Stock Fund.
Please
complete, sign and date the enclosed green vote authorization form
and return it in the postage-paid envelope provided. Your vote will
not be revealed, directly or indirectly, to any employee or director of the
Company or First Savings Bank, F.S.B.
If you
participate in several employer-sponsored stock based benefit plans, you will
receive multiple voting instruction cards. Please submit all the
voting instruction cards you receive.
Sincerely,
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Larry
W. Myers
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President
and Chief Executive Officer
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VOTE AUTHORIZATION
FORM
I understand that Reliance Trust
Company (the “Trustee”) is the holders of record and trustee of all shares of
First Savings Financial Group, Inc. (the “Company”) common stock credited to me
under the First Saving Bank Profit Sharing/401(k) Plan (the “401(k)
Plan”). I understand that my voting instructions are solicited on
behalf of the Company’s Board of Directors for the Annual Meeting of
Shareholders to be held on February 15, 2011.
You are authorized to vote my shares as
follows:
1.
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The
election as directors of all nominees listed (unless the “For All Except”
box is marked and
the
instructions below are complied
with).
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Michael
F. Ludden
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Larry
W. Myers
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Vaughn
K. Timberlake
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FOR
ALL
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FOR
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WITHHOLD
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EXCEPT
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o
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o
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o
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INSTRUCTION: To
withhold your vote for any individual nominee, mark “FOR ALL EXCEPT” and write
that nominee’s name on the line provided below.
2.
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The
ratification of the appointment of Monroe Shine & Co., Inc. as the
independent registered public accounting firm of First Savings Financial
Group, Inc. for the fiscal year ending September 30,
2011.
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FOR
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AGAINST
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ABSTAIN
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o
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o
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o
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3.
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The
approval of a non-binding resolution to approve the compensation of the
named executive officers.
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FOR
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AGAINST
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ABSTAIN
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o
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o
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o
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4.
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The
determination of whether the shareholder vote to approve the compensation
of the named executive officers should occur every one, two or three
years.
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ONE YEAR
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TWO YEARS
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THREE YEARS
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ABSTAIN
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|
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|
o
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o
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|
o
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|
o
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THE
BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF PROPOSALS 1, 2 AND 3 AND A
“ONE YEAR” VOTE FOR PROPOSAL 4.
NOTE:
SHAREHOLDERS ARE NOT VOTING TO APPROVE OR DISAPPROVE THE BOARD OF DIRECTORS’
RECOMMENDATION ON PROPOSAL 4.
The Trustee is hereby authorized to
vote all shares of Company common stock allocated to me in its trust capacity as
indicated above.
Please
date, sign and return this form in the enclosed postage-paid envelope no later
than February 8, 2011.
Dear
Stock Award Recipient:
On behalf of the Board of Directors
of First Savings Financial Group, Inc. (the “Company”), I am
forwarding you the enclosed yellow vote authorization form
for you to convey your voting instructions to First Bankers Trust Services, Inc.
(the “Incentive Plan Trustee”) on the proposals to be presented at the Company’s
Annual Meeting of Shareholders to be held on February 15, 2011. Also
enclosed is a Notice and Proxy Statement for the Annual Meeting of Shareholders
and a copy of the Company’s Annual Report to Shareholders.
You are entitled to vote all unvested
shares of restricted Company common stock awarded to you under the First
Savings Financial Group, Inc. Equity Incentive Plan (the “Incentive Plan”) that
are unvested as of December 31,
2010. The Incentive Plan Trustee will vote these shares of
Company common stock held in the Incentive Plan Trust in accordance with
instructions it receives from you and other Stock Award Recipients.
To direct the voting of the unvested
shares of Company common stock awarded to you under the Incentive Plan,
you must complete and sign the attached yellow vote authorization form
and return it in the enclosed postage-paid envelope no later than February 8, 2011.
If you
participate in several stock-based benefit plans, you will receive multiple vote
authorization forms, please submit all the forms you receive.
Sincerely,
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Larry
W. Myers
|
President
and Chief Executive Officer
|
VOTE AUTHORIZATION
FORM
I understand that First Bankers Trust
Services, Inc. (the “Trustee”) is the holder of record and trustee of all
unvested shares of First Savings Financial Group, Inc. (the “Company”) common
stock held in trust under the First Savings Financial Group, Inc. Equity
Incentive Plan. I understand that my voting instructions are
solicited on behalf of the Company’s Board of Directors for the Annual Meeting
of Shareholders to be held on February 15, 2011.
You are authorized to vote my shares as
follows:
1.
|
The
election as directors of all nominees listed (unless the “For All Except”
box is marked and the
instructions below are complied
with).
|
Michael
F. Ludden
|
|
Larry
W. Myers
|
|
Vaughn
K. Timberlake
|
|
|
|
|
|
|
|
|
|
FOR
ALL
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FOR
|
|
WITHHOLD
|
|
EXCEPT
|
|
|
|
|
|
o
|
|
o
|
|
o
|
INSTRUCTION: To
withhold your vote for any individual nominee, mark “FOR ALL EXCEPT” and write
that nominee’s name on the line provided below.
2.
|
The
ratification of the appointment of Monroe Shine & Co., Inc. as the
independent registered public accounting firm of First Savings Financial
Group, Inc. for the fiscal year ending September 30,
2011.
|
FOR
|
|
AGAINST
|
|
ABSTAIN
|
|
|
|
|
|
o
|
|
o
|
|
o
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3.
|
The
approval of a non-binding resolution to approve the compensation of the
named executive officers.
|
FOR
|
|
AGAINST
|
|
ABSTAIN
|
|
|
|
|
|
o
|
|
o
|
|
o
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4.
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The
determination of whether the shareholder vote to approve the compensation
of the named executive officers should occur every one, two or three
years.
|
ONE YEAR
|
|
TWO YEARS
|
|
THREE YEARS
|
|
ABSTAIN
|
|
|
|
|
|
|
|
o
|
|
o
|
|
o
|
|
o
|
THE
BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF PROPOSALS 1, 2 AND 3 AND A
“ONE YEAR” VOTE FOR PROPOSAL 4.
NOTE:
SHAREHOLDERS ARE NOT VOTING TO APPROVE OR DISAPPROVE THE BOARD OF DIRECTORS’
RECOMMENDATION ON PROPOSAL 4.
The Trustee is hereby authorized to
vote all unvested shares of Company common stock awarded to me under the Equity
Incentive Plan in its trust capacity as indicated above.
Please
date, sign and return this form in the enclosed postage-paid envelope no later
than February 8, 2011.