PROXY
STATEMENT
FSB
Community Bankshares, Inc.
45
South Main Street
Fairport,
New York 14450
(585)
223-9080
ANNUAL
MEETING OF STOCKHOLDERS
May
20, 2009
This Proxy Statement is furnished in
connection with the solicitation of proxies on behalf of the Board of Directors
of FSB Community Bankshares, Inc. to be used at the Annual Meeting of
Stockholders, which will be held at the Perinton Community Center located at
1350 Turk Hill Road, Fairport, New York 14450, on Wednesday, May 20, 2009, at
3:00 p.m., local time, and all adjournments of the Annual
Meeting. The accompanying Notice of Annual Meeting of Stockholders
and this Proxy Statement are first being mailed to stockholders on or about
April 20, 2009.
REVOCATION
OF PROXIES
Stockholders who properly complete the
enclosed proxy card retain the right to revoke their proxy in the manner
described below. Unless so revoked, the shares represented by such
proxies will be voted at the Annual Meeting and all adjournments
thereof. Proxies solicited on behalf of the Board of Directors of FSB
Community Bankshares, Inc. will be voted in accordance with the directions given
thereon. Where no
instructions are indicated, validly executed proxies will be voted “FOR” the
proposals set forth in this Proxy Statement.
Proxies may be revoked by sending
written notice of revocation to the Secretary of FSB Community Bankshares, Inc.
at the address shown above, delivering a later-dated proxy card or by attending
the Annual Meeting and voting in person. The presence at the Annual
Meeting of any stockholder who had returned a proxy shall not revoke such proxy
unless the stockholder delivers his or her ballot in person at the Annual
Meeting or delivers a written revocation to the Secretary of FSB Community
Bankshares, Inc. prior to the voting of such proxy. If you are a
stockholder whose shares are not registered in your name, you will need
appropriate documentation from your record holder to vote in person at the
Annual Meeting.
VOTING
SECURITIES AND PRINCIPAL HOLDERS THEREOF
Except as otherwise noted below, record
holders of FSB Community Bankshares, Inc.’s common stock, par value $0.10 per
share, as of the close of business on April 20, 2009 are entitled to one vote
for each share then held. As of April 20, 2009, there were 1,785,000
shares of common stock issued and outstanding. The presence in person
or by proxy of a majority of the outstanding shares of common stock entitled to
vote is necessary to constitute a quorum at the Annual Meeting. FSB
Community Bankshares, MHC, our mutual holding company parent, owns 946,050
shares of common stock, or 53.0% of our outstanding shares as of April 20,
2009.
As to the
election of directors, the proxy card being provided by the Board of Directors
enables a stockholder to vote FOR all nominees proposed by the Board, to
WITHHOLD authority for all nominees, or to vote FOR ALL EXCEPT one or more of
the nominees being proposed. Directors are elected by a plurality of
votes cast, without regard to either broker non-votes, or proxies as to which
the authority to vote for the nominees being proposed is withheld.
As to the
ratification of Beard Miller Company LLP as the independent registered public
accounting firm for the year ending December 31, 2009, by checking the
appropriate box, a stockholder may: (i) vote FOR the ratification; (ii) vote
AGAINST the ratification; or (iii) ABSTAIN from voting on such
ratification. The affirmative vote of a majority of the shares cast
at the Annual Meeting, without regard to either broker non-votes or shares as to
which the “ABSTAIN” box has been selected on the proxy card, is required for the
ratification of Beard Miller Company LLP as the independent registered public
accounting firm for the year ending December 31, 2009.
Persons and groups who beneficially own
in excess of 5% of our shares of common stock are required to file certain
reports with FSB Community Bankshares, Inc. and the Securities and Exchange
Commission regarding such ownership. The following table sets forth,
as of April 20, 2009, the shares of common stock beneficially owned by each
person who was known to us as the beneficial owner of more than 5% of the
outstanding shares of common stock.
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Amount
of Shares
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Owned
and Nature
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Percent
of Shares
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Name
and Address of
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of
Beneficial
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of
Common Stock
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Beneficial Owners
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Ownership (1)
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Outstanding
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FSB
Community Bankshares, MHC
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946,050
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53.0%
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45
South Main Street
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Fairport,
New York 14450
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Delaware
Charter Guarantee & Trust Company (2)
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95,873
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5.4%
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dba
Principal Trust Company
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1013
Centre Road
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Wilmington,
Delaware 19805
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___________________
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(1)
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In
accordance with Rule 13d-3 under the Securities Exchange Act of 1934,
shares of common stock are deemed to be beneficially owned by a person if
he or she directly or indirectly has or shares (i) voting power, which
includes the power to vote or to direct the voting of the shares, or (ii)
investment power, which includes the power to dispose or to direct the
disposition of the shares.
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(2)
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Based
on a Schedule 13G filed with the SEC on February 6, 2009. The Fairport
Savings Bank Employee Stock Ownership Plan (“ESOP Plan”) and the Fairport
Savings Bank 401(k) Savings Plan (“401(k) Plan”) (collectively, the
“Plans”) are each subject to the Employee Retirement Income Security Act
of 1974 (“ERISA”). Delaware Charter Guarantee & Trust Company dba
Principal Trust Company acts as the Trustee for the ESOP Plan Trust and
the 401(k) Plan Trust. As of December 31, 2008, the ESOP Plan Trust held
69,972 shares of FSB Community Bankshares, Inc.’s common stock and the
401(k) Plan Trust held 25,901 shares of FSB Community Bankshares, Inc.’s
common stock for an aggregate of 95,873 shares of FSB Community
Bankshares, Inc.’s common stock. The securities reported include all
shares held of record by the Trustee as trustee of the Trusts. The Trustee
follows the directions of FSB Community Bankshares, Inc. and/or Plan
participants with respect to voting and disposition of shares. The
Trustee, however, is subject to fiduciary duties under ERISA. The Trustee
disclaims beneficial ownership of all of the 95,873 shares of common
stock.
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PROPOSAL
I — ELECTION OF DIRECTORS
Directors are divided into three
classes, with one class of directors elected annually. Our directors
are generally elected to serve for a three-year period and until their
respective successors shall have been elected and shall
qualify. Three directors will be elected at the Annual Meeting to
serve for a three-year period and until their respective successors shall have
been elected and shall qualify. The Nominating Committee of the Board
of Directors has nominated the following persons to serve as directors for
three-year terms: Thomas J. Hanss, Alicia H. Pender and James E.
Smith.
The Board of Directors recommends a
vote “FOR” each of the nominees listed in this Proxy Statement.
The table below sets forth certain
information, as of April 20, 2009, regarding the nominees, the other current
members of our Board of Directors, and executive officers who are not directors,
including the terms of office of board members. It is intended that
the proxies solicited on behalf of the Board of Directors (other than proxies in
which the vote is withheld as to any nominee) will be voted at the Annual
Meeting for the election of the proposed nominees. If a nominee is
unable to serve, the shares represented by all such proxies will be voted for
the election of such substitute as the Board of Directors may
determine. At this time, the Board of Directors knows of no reason
why any of the nominees might be unable to serve, if elected. Except
as indicated herein, there are no arrangements or understandings between any of
the nominees or continuing directors and any other person pursuant to which such
nominees or continuing directors were selected.
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Position(s)
Held With
FSB
Community Bankshares, Inc.
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Shares
Beneficially
Owned
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NOMINEES
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Thomas
J. Hanss
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Chairman
of the Board
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69
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1999
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2009
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5,000 |
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* |
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James
E. Smith
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Director
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62
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1991
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2009
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1,000 |
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* |
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Alicia
H. Pender
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Director
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51
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2008
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2009
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— |
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n/a |
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CONTINUING
BOARD MEMBERS
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Dana
C. Gavenda
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President,
Chief Executive Officer and Director
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57
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2002
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2010
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18,246 |
(1) |
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1.0 |
% |
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Robert
W. Sturn
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Director
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66
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2000
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2010
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1,500 |
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* |
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Charis
W. Warshof
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Director
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59
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2002
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2010
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3,000 |
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* |
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Gary
Lindsay
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Director
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66
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2007
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2011
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1,000 |
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* |
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Terence
O’Neil
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Vice
Chairman of the Board
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66
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1998
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2011
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1,000 |
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* |
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Lowell
T. Twitchell
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Director
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66
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1984
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2011
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3,000 |
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* |
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EXECUTIVE
OFFICERS
WHO
ARE NOT DIRECTORS
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Kevin
D. Maroney
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Executive
Vice President and Chief Financial Officer
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51
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N/A
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N/A
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4,410 |
(2) |
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* |
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Leslie
J. Zornow
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Senior
Vice President, Retail Banking
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44
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N/A
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N/A
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851 |
(3) |
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* |
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All
Directors, Nominees and Executive Officers as a Group (11
persons)
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39,007 |
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2.2 |
% |
| ______________________ |
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*
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Less
than 1%.
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(1)
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Includes
646 shares held in Mr. Gavenda’s employee stock ownership plan account and
50 shares held by Mr. Gavenda’s daughter.
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(2)
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Includes
410 shares held in Mr. Maroney’s employee stock ownership plan
account.
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(3)
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Includes
351 shares held in Ms. Zornow’s employee stock ownership plan
account.
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Shared
Management Structure
The
directors of FSB Community Bankshares, Inc. are those same persons who are the
directors of Fairport Savings Bank. In addition, each executive
officer of FSB Community Bankshares, Inc. is also an executive officer of
Fairport Savings Bank. We expect that FSB Community Bankshares, Inc.
and Fairport Savings Bank will continue to have common executive officers until
there is a business reason to establish separate management
structures. To date, directors and executive officers have been
compensated for their services only to Fairport Savings Bank. In the future,
directors and executive officers could receive additional compensation for their
services to FSB Community Bankshares, Inc.
Directors
The
business experience for the past five years of each of our directors, nominees
and executive officers is set forth below. Unless otherwise
indicated, directors have held their positions for the past five
years.
Dana C. Gavenda
has been our President and Chief Executive Officer since December 2001.
Mr. Gavenda has held various positions in the banking industry since
1973.
Thomas J. Hanss
is retired. Prior to his retirement in 1994, from 1982 until 1986, Mr.
Hanss was chief financial officer of a banking subsidiary of Manufacturers
Hanover. Mr. Hanss is a licensed certified public accountant in the State of New
York.
Gary
Lindsay is a practicing certified public accountant. Prior to
founding his accounting practice in 1991, from 1974 until 1991, Mr. Lindsay was
a tax partner with KPMG, LLP.
Terence O’Neil
is retired. Prior to his retirement in 2005, since 1980 Mr. O’Neil was
the owner and President of Green Lantern Inn, a restaurant located in Fairport,
New York.
Alicia H. Pender
is the Director of Finance at Sister of St. Joseph of Rochester, a
position she has held since 1991. Ms. Pender has 30 years of experience in
accounting and finance, and is a licensed certified public accountant in the
State of New York.
James E.
Smith is the Supervisor of the Town of Perinton, New York, an elected
office that he has held since 1984.
Robert W. Sturn
is retired. Prior to his retirement in July 2004, from 1994 until 2004,
Mr. Sturn was Executive Vice President of Fairport Savings Bank in which role he
managed Fairport Savings Bank’s mortgage operations.
Lowell T.
Twitchell is retired. Prior to his retirement in 2001, from 1979 until
2001 Mr. Twitchell served as President of Fairport Savings Bank.
Charis W. Warshof
is Vice President, Investors Relations with Home Properties, Inc., a real
estate investment trust located in Rochester, New York, a position she has held
since 2001.
Executive Officers Who are Not
Directors
Kevin D. Maroney
is our Executive Vice President and Chief Financial Officer, positions he
has held since 2004. Prior to his employment with Fairport Savings Bank, from
1993 until 2004, Mr. Maroney served as senior vice president/finance and
operations officer with Wyoming County Bank, Warsaw, New York.
Leslie J. Zornow
is our Senior Vice President, Retail Banking and Corporate Secretary,
positions she has held since January 2004. Prior to her employment with Fairport
Savings Bank, in 2003, Ms. Zornow served as interim President of the Geneva
Chamber of Commerce, Geneva, New York and from 1996 until 2003 served as an
executive officer of Savings Bank of the Finger Lakes where she oversaw the
institution’s branch network, marketing and human resources.
Board
Independence
The Board
of Directors has determined that each of our directors and nominees, with the
exception of Mr. Gavenda, is “independent” as defined in the listing standards
of the Nasdaq Stock Market. Mr. Gavenda is not independent because he
is one of our executive officers.
Section
16(a) Beneficial Ownership Reporting Compliance
Our
executive officers and directors and beneficial owners of greater than 10% of
the outstanding shares of common stock are required to file reports with the
Securities and Exchange Commission disclosing beneficial ownership and changes
in beneficial ownership of our common stock. Securities and Exchange
Commission rules require disclosure if an executive officer, director or 10%
beneficial owner fails to file these reports on a timely basis. Based
on our review of ownership reports required to be filed for the year ended
December 31, 2008, no officer or director failed to file ownership reports on a
timely basis for the year ended December 31, 2008.
Code
of Ethics
FSB Community Bankshares, Inc. has
adopted a Code of Ethics that is applicable to its senior executive officers,
including the principal executive officer, principal financial officer,
principal accounting officer and all officers performing similar
functions. The Code of Ethics has been filed with the Securities and
Exchange Commission as Exhibit 14 to the Annual Report on Form 10-KSB for the
year ended December 31, 2007 (File No. 000-52751) and is posted on our website
at www.fairportsavingsbank.com.
Meetings
and Committees of the Board of Directors
The business of FSB Community
Bankshares, Inc. is conducted at regular and special meetings of the Board and
its committees. In addition, the “independent” members of the Board
of Directors (as defined in the listing standards of the Nasdaq Stock Market)
meet in executive sessions. The standing committees of the Board of
Directors of FSB Community Bankshares, Inc. are the Audit Committee,
Compensation/Benefits/Marketing Committee; Nominating Committee; and the Asset
Liability (“ALCO”) Committee.
During
the year ended December 31, 2008, the Board of Directors met at twelve regular
meetings and two special meetings. No member of the Board or any
committee thereof attended fewer than 75% of the aggregate of: (i) the total
number of meetings of the board of directors (held during the period for which
he or she was a director); and (ii) the total number of meetings held by all
committees of the Board on which he or she served (during the periods that he or
she served).
Audit
Committee. The Audit Committee is comprised of Directors
Lindsay (who serves as Chairman), Hanss, Pender and Sturn. The Board
of Directors has determined that Director Gary Lindsay qualifies as an “audit
committee financial expert.” Information with respect to the
experience of Mr. Lindsay is included in “Directors and Executive
Officers.” Each member of the Audit Committee is “independent” in
accordance with the listing standards of the Nasdaq Stock Market and also under
the applicable federal securities laws.
Our Board
of Directors has adopted a written charter for the Audit Committee, which is
posted on our website at www.fairportsavingsbank.com. As more fully
described in the Audit Committee Charter, the Audit Committee is responsible for
providing oversight relating to our 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 met
three times during the year ended December 31, 2008.
Nominating
Committee. The Nominating Committee consists of Directors
O’Neil (Chair), Warshof, Twitchell and Hanss, each of whom is independent in
accordance with the listing standards of the Nasdaq Stock Market. The
Nominating Committee met four times during the year ended December 31, 2008. Our
Board of Directors has adopted a written charter for the Nominating Committee,
which is posted on our website at www.fairportsavingsbank.com.
The
Nominating Committee identifies nominees by first evaluating the current members
of the Board of Directors willing to continue in service. Current
members of the Board with skills and experience that are relevant to FSB
Community Bankshares, Inc.’s business and who are willing to continue in service
are considered for re-nomination, balancing the value of continuity of service
by existing members of the Board with that of obtaining a new
perspective. If there were a vacancy on the Board because any member
of the Board does not wish to continue in service or if the Nominating Committee
decides not to re-nominate a member for re-election, the Nominating Committee
would determine the desired skills and experience of a new nominee, solicit
suggestions for director candidates from all Board members and may engage in
other search activities. Candidates should possess certain
attributes, including integrity and a devotion to ethical behavior, a primary
interest in the well-being of FSB Community Bankshares, Inc., a capacity for
independent judgment, good business acumen, the capacity to protect confidential
information, an ability to work as a member of a team and a willingness to
evaluate other points of view. In addition to examining a candidate’s
qualifications in light of the above attributes, the Nominating Committee would
consider the following: the overall character of the candidate and
any existing or potential conflict of interest; the candidate’s willingness to
serve and ability to devote the time and effort required; the candidate’s record
of leadership; and the ability to develop business for FSB Community Bankshares,
Inc. In addition, our Bylaws provide that no individual may be
nominated to the Board of Directors if the person has attained the age of 75
years.
During
the year ended December 31, 2008, we did not pay a fee to any third party to
identify or evaluate or assist in identifying or evaluating potential nominees
for director.
The
Nominating Committee may consider qualified candidates for Director suggested by
our stockholders. Stockholders can suggest qualified candidates for
Director by writing to our Corporate Secretary at 45 South Main Street,
Fairport, New York 14450. The Corporate Secretary must receive a
submission not less than 120 days prior to the anniversary date of our proxy
materials for the preceding year’s annual meeting. The submission
must include the following:
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A
statement that the writer is a stockholder and is proposing a candidate
for consideration by the Committee;
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The
name and address of the stockholder as such information appears on FSB
Community Bankshares, Inc.’s books, and the number of shares of FSB
Community Bankshares, Inc.’s common stock that are owned beneficially by
such stockholder. If the stockholder is not a holder of record,
appropriate evidence of the stockholder’s ownership will be
required;
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●
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The
name, address and contact information for the candidate, and the number of
shares of common stock of FSB Community Bankshares, Inc. that are owned by
the candidate. If the candidate is not a holder of record,
appropriate evidence of the stockholder’s ownership will be
required;
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●
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A
statement of the candidate’s business and educational
experience;
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●
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Such
other information regarding the candidate as would be required to be
included in FSB Community Bankshares, Inc.’s proxy statement pursuant to
Securities and Exchange Commission Regulation 14A;
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●
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A
statement detailing any relationship between the candidate and FSB
Community Bankshares, Inc. or its affiliates;
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A
statement detailing any relationship between the candidate and any
customer, supplier or competitor of FSB Community Bankshares, Inc. or its
affiliates;
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Detailed
information about any relationship or understanding between the proposing
stockholder and the candidate; and
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A
statement that the candidate is willing to be considered and willing to
serve as a Director if nominated and
elected.
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Submissions
that are received and that satisfy the above requirements are forwarded to the
Chairman of the Nominating Committee for further review and
consideration. A nomination submitted by a stockholder for
presentation by the stockholder at an annual meeting of stockholders must comply
with the procedural and informational requirements described in “Advance Notice
Of Business To Be Conducted At An Annual
Meeting.”
The
Nominating Committee did not receive any stockholder recommended nominees for
inclusion in this Proxy Statement.
Audit
Committee Report
The Audit
Committee has issued a report that states as follows:
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We
have reviewed and discussed with management our audited consolidated
financial statements for the year ended December 31,
2008;
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●
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We
have discussed with the independent registered public accounting firm the
matters required to be discussed by Statement on Auditing Standards No.
61, as amended; and
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We
received the written disclosures and the letter from the independent
auditor required by applicable requirements of the Public Company
Accounting Oversight Board regarding the independent auditor’s
communications with the Audit Committee concerning independence, and
discussed with the independent auditor the independent auditor’s
independence.
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Based on
the review and discussions referred to above, the Audit Committee recommended to
the Board of Directors that the audited consolidated financial statements be
included in our Annual Report on Form 10-K for the year ended December 31, 2008
for filing with the Securities and Exchange Commission.
This report shall not be deemed
incorporated by reference by any general statement incorporating by reference
this proxy statement into any filing under the Securities Act of 1933, as
amended, or the Securities Exchange Act of 1934, as amended, except to the
extent that FSB Community Bankshares, Inc. specifically incorporates this
information by reference, and shall not otherwise be deemed filed under such
Acts.
This
report has been provided by the Audit Committee:
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Thomas
J. Hanss
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Alicia
H. Pender
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Gary
Lindsay (Chair)
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Robert
W. Sturn
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Compensation/Benefits/Marketing
Committee
The
Compensation/Benefits/Marketing Committee (the “Compensation Committee”) of the
Board of Directors of FSB Community Bankshares, Inc. is responsible for
developing compensation guidelines and for recommending the compensation for the
Chief Executive Officer, the Chief Financial Officer and other senior executive
officers. The Compensation Committee consists of Directors Sturn (who
serves as Chairman), Warshof, Twitchell and Smith. Each of the
members is independent as defined in the Nasdaq listing
standards. During the year ended December 31, 2008, the Compensation
Committee met five times.
The role
of the Compensation Committee is to review annually the compensation levels of
the executive officers and directors and recommend compensation changes to the
Board of Directors. It is intended that the executive compensation
program will enable us to attract, develop and retain talented executive
officers who are capable of maximizing our performance for the benefit of the
stockholders. We seek to maintain compensation levels that are competitive with
other financial institutions, and particularly those in our peer group based on
asset size and market area.
The
Compensation Committee considers a number of factors in its decisions regarding
executive compensation, including, but not limited to, the level of
responsibility and performance of the individual executive officers, the overall
performance of FSB Community Bankshares, Inc. and compensation paid to
executives at peer group financial institutions. The Compensation
Committee also considers the recommendations of the Chief Executive Officer with
respect to the compensation of executive officers other than the Chief Executive
Officer. The Compensation Committee and the Chief Executive Officer
review the same information in connection with this recommendation.
The base
salary levels for our executive officers are set to reflect the duties and
levels of responsibilities inherent in the position and to reflect competitive
conditions in the banking business in our market area. Comparative
salaries paid by other financial institutions are considered in establishing the
salary for the given executive officer. The Compensation Committee
has utilized bank compensation surveys compiled by the America’s Community
Bankers. In setting the base salaries, the Compensation Committee also considers
a number of factors relating to the executive officers, including individual
performance, job responsibilities, experience level, ability and the knowledge
of the position. These factors are considered subjectively and none
of the factors are accorded a specific weight.
Communications
with the Board
of Directors
Any stockholder who wishes to contact
our Board of Directors or an individual director may do so by writing
to: Board of Directors, FSB Community Bankshares, Inc., 45 South Main
Street, Fairport, New York 14450, Attention: Corporate
Secretary. Communications are reviewed by the Corporate Secretary and
are then distributed to the Board of Directors or the individual director, as
appropriate, depending on the facts and circumstances outlined in the
communications received. The Corporate Secretary may attempt to
handle an inquiry directly or forward a communication for response by another
employee of FSB Community Bankshares, Inc., and the Corporate Secretary has the
authority not to forward a communication if it is primarily commercial in
nature, relates to an improper or irrelevant topic, or is unduly hostile,
threatening, illegal or otherwise inappropriate.
Attendance
at Annual Meetings of Stockholders
We do not have a policy regarding
director attendance at annual meetings of stockholders, although directors are
requested to attend these meetings absent unavoidable conflicts. All
of our directors attended our 2008 Annual Meeting of Stockholders.
Executive
Compensation
The
following table sets forth for the years ended December 31, 2008 and 2007
certain information as to the total remuneration paid by us to Dana C. Gavenda,
who serves as our President and Chief Executive Officer, and our two most highly
compensated executive officers other than Mr. Gavenda. Each of the individuals
listed in the table below is referred to as a Named Executive
Officer.
Name
and principal position
|
|
|
|
|
|
|
|
|
|
All
other compensation
($)
|
|
|
|
|
|
Dana
C. Gavenda
|
|
2008
|
|
|
153,414 |
|
|
|
43,000 |
|
|
|
61,355 |
(1) |
|
|
257,769 |
|
|
President,
Chief Executive
|
|
2007
|
|
|
145,914 |
|
|
|
14,116 |
|
|
|
57,416 |
(1) |
|
|
217,446 |
|
|
Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kevin
D. Maroney
|
|
2008
|
|
|
101,731 |
|
|
|
17,500 |
|
|
|
14,051 |
(2) |
|
|
133,282 |
|
|
Executive
Vice President and
|
|
2007
|
|
|
94,865 |
|
|
|
9,005 |
|
|
|
13,168 |
(2) |
|
|
117,038 |
|
|
Chief
Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Leslie
J. Zornow
|
|
2008
|
|
|
84,389 |
|
|
|
15,000 |
|
|
|
11,258 |
(3) |
|
|
110,647 |
|
|
Senior
Vice President, Retail
|
|
2007
|
|
|
83,38 |
|
|
|
6,039 |
|
|
|
10,864 |
(3) |
|
|
100,288 |
|
|
Banking
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
(1)
|
Includes
$34,956 and $31,182 for 2008 and 2007, respectively, credited to Mr.
Gavenda under Fairport Savings Bank’s supplemental executive retirement
plan and does not include any earnings. Also includes employer
contributions to the 401(k) Plan of $18,938 and $18,710 for 2008 and 2007,
respectively. For 2008 and 2007, includes $2,324 and $2,738 relating to
the value of allocated ESOP shares, respectively. For 2008 and 2007 also
includes monthly dues for a country club membership and an allowance for
an automobile.
|
| |
|
|
| |
(2)
|
Consists
of employer contributions to the 401(k) Plan of $12,515 and $11,496 for
2008 and 2007, respectively. For 2008 and 2007, includes $1,536 and $1,672
relating to the value of allocated ESOP shares,
respectively.
|
| |
|
|
| |
(3)
|
Consists
of employer contributions to the 401(k) Plan of $9,988 and $9,384 for 2008
and 2007, respectively. For 2008 and 2007, includes $1,270 and $1,480
relating to the value of allocated ESOP shares,
respectively.
|
Benefit
Plans
Employment
Agreement. Fairport Savings Bank entered into an employment agreement
with Dana C. Gavenda effective as of March 1, 2009, which replaced the amended
and restated employment agreement that was effective March 1, 2006. The
agreement has an initial term of three years. After the initial
three-year term under the agreement, the agreement will renew for one year,
unless Mr. Gavenda receives timely notification of the Board’s intention not to
renew the agreement, in which case the agreement will cease one year following
such anniversary date. Mr. Gavenda’s base salary for the year
beginning March 1, 2008 was $155,000 and the base salary for the year beginning
March 1, 2009 is $163,000. Mr. Gavenda’s base salary is subject to annual
approval which is conducted by the Compensation/Benefits/Marketing Committee of
the Board, and may be increased. In addition to the base salary, the
agreement provides for, among other things, participation in bonus programs and
other employee pension benefit and fringe benefit plans applicable to executive
employees, and use of an automobile and reimbursement of expenses associated
with the use of such automobile. Mr. Gavenda’s employment may be
terminated for “cause” (as defined below) at any time, in which event Mr.
Gavenda would have no right to receive compensation or other benefits for any
period after termination. “Cause” means termination of Mr. Gavenda’s
employment by a vote of at least a majority of the entire membership of the
Board because of (i) Mr. Gavenda’s personal dishonesty, incompetence, willful
misconduct, breach of fiduciary duty involving personal profit, intentional
failure to perform stated duties, willful violation of any law, rule or
regulation (other than traffic violations or similar offenses); or (ii) a final
cease-and-desist order regarding Mr. Gavenda’s employment with Fairport Savings
Bank; or (iii) Mr. Gavenda’s willful commission of any act that, in the judgment
of the Board, would likely cause substantial economic damage to Fairport Savings
Bank; or (iv) Mr. Gavenda’s material breach of any provision of the employment
agreement.
Mr.
Gavenda is entitled to severance payments and benefits in the event of his
termination of employment under specified circumstances. In the event
Mr. Gavenda’s employment is terminated by Fairport Savings Bank for reasons
other than cause, disability, death, retirement or a “change in control,” (as
defined in the employment agreement) or in the event Mr. Gavenda resigns within
30 days following (1) the failure to elect or reelect or to appoint or
reappoint Mr. Gavenda to his executive position, (2) a material change in
Mr. Gavenda’s functions, duties, or responsibilities, which change would cause
Mr. Gavenda’s position to become one of lesser responsibility, importance or
scope, (3) a relocation of Mr. Gavenda’s principal place of employment by more
than 30 miles from its location at the effective date of the employment
agreement or (4) a material reduction in the benefits and perquisites from those
being provided to Mr. Gavenda as of the effective date of the employment
agreement, including base salary (except for any Bank-wide or officer-wide
reduction) or (5) a material breach of the employment agreement by Fairport
Savings Bank, then following timely notice from Mr. Gavenda to the Board of such
condition and the Bank’s failure to timely remedy such condition, Mr. Gavenda
(or, in the event of Mr. Gavenda’s death, his beneficiary) would be entitled to
a severance payment equal to the sum of (i) the highest base salary paid to Mr.
Gavenda under the agreement, plus (ii) the greater of (x) the average annual
cash bonus paid to Mr. Gavenda under the agreement during the last one year
prior to the termination date or (y) the cash bonus paid to Mr. Gavenda for the
most recent fiscal year prior to the termination. The present value of such
severance shall be paid as a lump sum within 30 days of Mr. Gavenda’s
termination of employment, or, if required in order to avoid penalties under
Internal Revenue Code Section 409A, then the payment shall be made on the first
day of the seventh month following Mr. Gavenda’s termination of
employment. If the Bank is not in compliance with its regulatory
capital requirements or if the payments would cause the Bank’s capital to be
reduced below its regulatory capital requirements, the payment shall be deferred
until such time as the Bank is in capital compliance. Additionally,
Mr. Gavenda would be entitled to the continuation, at the Bank’s expense, of
life insurance coverage and non-taxable medical and dental insurance coverage
for 12 months. In the event these severance payment provisions of the
employment agreement are triggered, as of April 1, 2009, Mr. Gavenda would be
entitled to a cash severance benefit in the amount of approximately
$206,000.
In the event of a termination following
a “change in control” (as defined in the employment agreement) of Fairport
Savings Bank or FSB Community Bankshares, Inc., Mr. Gavenda (or, in the event of
his death, his beneficiary) generally would be entitled to a severance payment
equal to three times the sum of (i) Mr. Gavenda’s highest base salary during the
term of the employment agreement, and (ii) the greater of (x) the average annual
cash bonus paid to Mr. Gavenda under the agreement during the last three years
prior to the termination date or (y) the cash bonus paid to Mr. Gavenda for the
most recent fiscal year prior to the termination. Such severance
shall be paid as a lump sum within 30 days of Mr. Gavenda’s termination of
employment, or, if required to avoid penalties under Internal Revenue Code
Section 409A, then the payment shall be made on the first day of the seventh
month following Mr. Gavenda’s termination of employment. However, if the change
in control occurs after Mr. Gavenda has attained age 62 or after implementation
of a Board-approved stock-based benefit plan, the amount that Mr. Gavenda will
receive is equal to the sum of (i) the highest annual rate of base salary paid
at any time under the agreement, and (ii) the greater of (x) the average annual
cash bonus paid with respect to the one year prior to the termination or (y) the
cash bonus paid with respect to the fiscal year ended prior to the
termination. If the Bank is not in compliance with its regulatory
capital requirements or if the payments would cause the Bank’s capital to be
reduced below its regulatory capital requirements, the payment shall be deferred
until such time as the Bank is in capital compliance. Additionally,
Mr. Gavenda would be entitled to the continuation, at the Bank’s expense, of
life, health and disability insurance coverage for 12
months. Any payments to Mr. Gavenda would be reduced, if
necessary, so as not to be an “excess parachute payment” as defined by Code
Section 280G (relating to payments made in connection with a change in
control). In the event these severance payment provisions of the
employment agreement are triggered, as of April 1, 2009, Mr. Gavenda would be
entitled to a cash severance benefit in the amount of approximately
$618,000.
Should
Mr. Gavenda become disabled during the term of the agreement, he would receive
proceeds from a supplemental senior executive disability insurance policy, where
the Bank pays the premiums for such insurance policy, and the Bank would
continue life and health care coverage for Mr. Gavenda through the period of the
disability insurance coverage. In the event Mr. Gavenda dies while
employed by the Bank, his estate will be paid Mr. Gavenda’s base salary for one
year and his spouse will be entitled to continuation of medical, dental and
other insurance benefits for one year after his death.
Upon
termination of Mr. Gavenda’s employment, Mr. Gavenda agrees for a period of two
years following termination of employment not to serve as an officer, director
or consultant with any financial institution operating in Monroe County, New
York with assets of less than $1.0 billion, but such period is reduced to one
year if Mr. Gavenda’s termination of employment is following a change in
control.
Fairport
Savings Bank does not have other employment or change in control agreements with
any other Named Executive Officers.
Supplemental
Retirement Plan. Effective May 1, 2006, Fairport Savings Bank
established a Supplemental Executive Retirement Plan (“SERP”) with Dana C.
Gavenda, our Chief Executive Officer. Under the terms of the SERP, on
May 1, 2006 and on each anniversary date thereafter through the earlier of May
1, 2015 or the date Mr. Gavenda terminates employment, Fairport Savings Bank
will credit a specified amount to Mr. Gavenda’s accrued SERP obligation account
(the “SERP Benefit”). The maximum aggregate value of the SERP Benefit
as of May 1, 2015 will be $493,765, which is intended to provide a 15-year
period certain annuity of approximately $50,000 per year. The SERP
Benefit will not be credited with earnings nor debited for losses or
expenses. Mr. Gavenda is 100% vested in his SERP Benefit at all
times. The SERP Benefits will be paid to Mr. Gavenda in equal monthly
installments for 15 years, beginning on the date that is six months after the
later of (i) the date he terminates employment or (ii) attains age
65. In the event Mr. Gavenda dies while receiving payments, his
designated beneficiary shall continue to receive the remaining
payments. If Mr. Gavenda dies before he is eligible to receive
payments, the SERP Benefit shall be forfeited.
If Mr.
Gavenda’s employment is terminated for “cause” (as defined in the next
sentence), then he will forfeit all SERP Benefits. “Cause” means of
termination of Mr. Gavenda’s employment due to any of the following: (a)
engaging in willful or grossly negligent misconduct that is materially injurious
to Fairport Savings Bank; (b) embezzlement or misappropriation of the funds or
property of Fairport Savings Bank; (c) conviction of a felony or the entrance of
a plea of guilty or nolo contendere to a felony; (d) conviction of any crime
involving fraud, dishonesty, moral turpitude or breach of trust or the entrance
of a plea of guilty to such a crime; (e) failure or refusal to devote full
business time and attention to the performance of his duties, if such breach has
not been cured within 15 days after notice is given; (f) issuance of a final
non-appealable order or other direction by a federal or state regulatory agency
prohibiting Mr. Gavenda’s employment in the business of banking; or (g)
violation of a non-compete or non-solicitation agreement.
In the
event Mr. Gavenda terminates employment due to “disability” (as defined in the
next sentence), the SERP Benefit shall be paid to him in a lump sum no later
than 90 days after the date he terminated employment. Mr. Gavenda
shall be treated as having a “disability” if: (a) he is unable to engage in any
substantial gainful activity by reason of any medically determinable physical or
mental impairment which can be expected to result in death or can be expected to
last for a continuous period of not less than 12 months; or (b) he is, by reason
of any medically determinable physical or mental impairment which can be
expected to result in death or can be expected to last for a continuous period
of not less than 12 months, receiving income replacement benefits for a period
of not less than three months under an accident and health plan covering
employees of Fairport Savings Bank.
In the
event of a “change in control” (as defined in the SERP) of Fairport Savings
Bank, the SERP Benefit shall be paid to Mr. Gavenda in a lump sum as soon as
administratively feasible but no later than 90 days after his termination of
employment following the change in control, unless such payments are subject to
Internal Revenue Code Section 409A, in which case such payment will be made on
the first day of the seventh month following Mr. Gavenda’s termination of
employment. In the event the SERP is terminated, the SERP Benefit
shall be paid to Mr. Gavenda in the form of equal monthly installments starting
on the first day of the calendar month that is 12 months after the termination
of the SERP and ending no later than 24 months after the termination of the SERP
(or such other payment schedule as may be required in order to comply with
Internal Revenue Code Section 409A).
401(k)
Plan. Fairport Savings Bank sponsors a 401(k) plan for
eligible employees who have attained age 21 and completed one year of
service. The Plan allows employees to contribute from 1% to 100% of
their annual salary subject to statutory limitations. Matching
contributions made by Fairport Savings Bank are 100% of the first 3% of
compensation that an employee contributes to the 401(k) Plan. In addition,
Fairport Savings Bank may make a discretionary contribution of up to 10% of each
eligible employee’s annual base compensation including the ESOP. In
2008, the aggregate discretionary contribution to the 401(k) Plan was
$133,000.
Stock
Benefit Plans
Employee Stock
Ownership Plan and Trust. Fairport Savings Bank implemented an
employee stock ownership plan in connection with FSB Community Bankshares,
Inc.’s initial stock offering which closed in August 2007. As part of
the offering, the employee stock ownership plan borrowed funds from FSB
Community Bankshares, Inc. and used those funds to purchase 69,972 shares of the
common stock. The shares of the common stock are the collateral for
the loan. Employees who are at least 21 years old with at least one
year of employment with Fairport Savings Bank are eligible to participate. The
loan will be repaid principally from discretionary contributions by Fairport
Savings Bank to the employee stock ownership plan over a period of not more than
20 years. The loan may be repaid over a shorter period, without
penalty for prepayments. The interest rate on the loan equals the prime interest
rate at the closing of the stock offering, and will adjust annually at the
beginning of each calendar year. The total expense for the employee stock
ownership plan for 2008 was $28,000.
The
shares purchased with the loan are held in a suspense account and are allocated
to participants’ accounts in the employee stock ownership plan as the loan is
repaid. Participants will have no interest in the shares in the
suspense account and only have an interest in the shares actually allocated to
their accounts as the loan is repaid. Subject to IRS rules, through
December 31, 2009, contributions to the employee stock ownership plan and shares
released from the suspense account will be allocated among employee stock
ownership plan participants on the basis of a uniform point allocation formula
whereby one point is awarded for each $1,000 of eligible compensation and two
points are awarded for each year of service. Beginning January 1, 2010,
allocations will be made to participants in the ratio that their compensation
bears to the compensation of all plan participants. Benefits under the plan will
become vested at the rate of 20% per year, starting upon completion of two years
of credited service, and will be fully vested upon completion of six years of
credited service, with credit given to participants for up to three years of
credited service with Fairport Savings Bank’s prior to the adoption of the
plan. A participant’s interest in his account under the plan will
also fully vest in the event of termination of service due to a participant’s
normal retirement, death, disability, or upon a change in control (as defined in
the plan). Vested benefits will be payable generally in the form of
common stock, or to the extent participants’ accounts contain cash, benefits
will be paid in cash. Fairport Savings Bank’s contributions to the employee
stock ownership plan are discretionary, subject to the loan terms and tax law
limits. Therefore, benefits payable under the employee stock
ownership plan cannot be estimated. Pursuant to SOP 93-6 “Employers’
Accounting for Employee Stock Ownership Plan”, we are required to record
compensation expense each year in an amount equal to the fair market value of
the shares released from the suspense account. In the event of a
change in control, the employee stock ownership plan will
terminate.
Directors’
Compensation
FSB
Community Bankshares, Inc. pays no fees for service on the Board of Directors or
Board committees. However, each of the individuals who currently
serves as one of our directors also serves as a director of Fairport Savings
Bank and earns fees in that capacity.
Each
non-employee director receives a fee of $700 for each scheduled monthly meeting,
and receives $300
for attendance at meetings of the Audit Committee,
Compensation/Benefits/Marketing Committee, Nominating Committee, ALCO Committee
and Executive Committee. In addition to these fees, in 2008 Director
Hanss received a fee of $4,000 for serving as the Chairman of the Board;
Director O’Neil received a fee of $3,000 for serving as Vice Chairman of the
Board; Director Sturn received a fee of $125 for serving as Chairman of the
Compensation/Benefits/Marketing Committee; Director Hanss received a fee of $50
and Director Lindsay received a fee of $25 for serving as Chairman of the Audit
Committee; Director Hanss received a fee of $75 and Director O’ Neil received a
fee of $25 for serving as Chairman of the Nominating
Committee. Fairport Savings Bank paid fees totaling $97,725 to its
nine board members during the year ended December 31, 2008.
The
following table sets forth for the year ended December 31, 2008 certain
information as to the total remuneration we paid to our directors other than Mr.
Gavenda. Compensation paid to Mr. Gavenda for his service as a
director is included in “Executive Compensation—Summary Compensation
Table.”
|
|
|
Fees
earned
or
paid in
cash
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Alicia
H. Pender
|
|
$ |
4,500 |
|
|
$ |
4,500 |
|
|
D.
Lawrence Keef (1)
|
|
|
5,700 |
|
|
|
5,700 |
|
|
Gary
Lindsay
|
|
|
10,125 |
|
|
|
10,125 |
|
|
Terence
O’Neil
|
|
|
13,525 |
|
|
|
13,525 |
|
|
Lowell
T. Twitchell
|
|
|
11,900 |
|
|
|
11,900 |
|
|
Thomas
J. Hanss
|
|
|
15,825 |
|
|
|
15,825 |
|
|
James
E. Smith
|
|
|
11,700 |
|
|
|
11,700 |
|
|
Robert
W. Sturn
|
|
|
12,750 |
|
|
|
12,750 |
|
|
Charis
W. Warshof
|
|
|
11,700 |
|
|
|
11,700 |
|
| |
_____________ |
|
|
(1)
|
Director
Keef retired from the Board, effective May 21,
2008.
|
Related
Party Transactions
The
Sarbanes-Oxley Act generally prohibits us from making loans to our executive
officers and directors, but it contains a specific exemption from such
prohibition for loans made by Fairport Savings Bank to our executive officers
and directors in compliance with federal banking regulations.
The
aggregate amount of our outstanding loans to our officers and directors and
their related entities was approximately $736,000 at December 31,
2008. All of such loans were made in the ordinary course of business,
were made on the same terms, including interest rates and collateral, as those
prevailing at the time for comparable transactions with other persons not
related to us, and did not involve more than the normal risk of collectibility
or present other unfavorable features. These loans were performing
according to their repayment terms at December 31, 2008, and were made in
compliance with federal banking regulations.
In
accordance with the listing standards of the Nasdaq Stock Market, any
transactions that would be required to be reported under this section of this
proxy statement must be approved by our Audit Committee or another independent
body of the board of directors. In addition, any transaction with a
director is reviewed by and subject to approval of the members of the board of
directors who are not directly involved in the proposed transaction to confirm
that the transaction is on terms that are no less favorable as those that would
be available to us from an unrelated party through an arms-length
transaction.
PROPOSAL
II — RATIFICATION OF APPOINTMENT OF
INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee of FSB Community
Bankshares, Inc. has approved the engagement of Beard Miller Company LLP to be
our independent registered public accounting firm for the year ending December
31, 2009. At the Annual Meeting, stockholders will consider and vote
on the ratification of the Audit Committee’s engagement of Beard Miller Company
LLP for the year ending December 31, 2009. A representative of Beard
Miller Company LLP is expected to attend the Annual Meeting to respond to
appropriate questions and to make a statement if he or she so
desires.
Changes
In and Disagreements with Accountants on Accounting and Financial
Disclosures
In
connection with our decision to conduct our initial stock offering, on January
12, 2007, we decided to dismiss our accounting firm of Mengel, Metzger, Barr
& Co LLP (“MMB”). This decision was approved by our Board of
Directors.
MMB’s
reports on our consolidated financial statements as of December 31, 2005 and
2004 and for the year ended December 31, 2005 and the eighteen month period
ended December 31, 2004 did not contain an adverse opinion or a disclaimer of
opinion and were not qualified or modified as to uncertainty, audit scope or
accounting principles.
In
connection with MMB’s audits of our consolidated financial statements for the
year ended December 31, 2005 and the eighteen month period ended December 31,
2004, there were no disagreements with MMB on any matter of accounting
principles or practices, financial statement disclosure or auditing scope or
procedure which disagreements, if not resolved to the satisfaction of MMB, would
have caused MMB to make reference to the subject matter of the disagreements in
connection with its reports.
We have
provided MMB with a copy of the disclosure contained in this proxy statement,
which was received by MMB on March 24, 2009. MMB has issued a letter stating
that it agrees with our disclosure on this matter. This letter is included as an
exhibit to our Annual Report on Form 10-K for the year ended December 31, 2008
filed with the Securities and Exchange Commission.
We
engaged Beard Miller Company LLP (“BMC”) on January 29, 2007 to audit our
consolidated financial statements as of and for the years ended December 31,
2006 and 2005. The engagement of BMC was approved by our Audit Committee. We had
no relationship with BMC in any way during the years ended December 31, 2006 or
2005 or during any period subsequent to December 31, 2006 prior to engaging
BMC.
Set forth below is certain information
concerning aggregate fees billed for professional services rendered by BMC and
MMB during the years ended December 31, 2008 and 2007:
Audit
Fees. The aggregate fees billed to us by Beard Miller Company
LLP and MMB for professional services rendered for the audit of our annual
financial statements, review of the financial statements included in our
Quarterly Reports on Form 10-Q and services that are normally provided by Beard
Miller Company LLP and MMB in connection with statutory and regulatory filings
and engagements were $86,709 and $172,792 for the years ended December 31, 2008
and 2007, respectively.
Audit Related
Fees. There were no fees billed to us by Beard Miller Company
LLP and MMB for assurance and related services rendered by Beard Miller Company
LLP and MMB that are reasonably related to the performance of the audit of and
review of the financial statements and that are not already reported in “Audit
Fees,” above, during the years ended December 31, 2008 and 2007,
respectively.
Tax
Fees. There were no tax fees billed to us by Beard Miller
Company LLP during 2008 or 2007. The aggregate fees billed to us by MMB for
professional services rendered by MMB for tax preparation, tax consultation and
tax compliance were $29,110 and $17,495 during the years ended December 31, 2008
and 2007, respectively. The fees for 2007 reflected additional tax
work relating to FSB Community Bankshares, Inc. following completion of its
initial public stock offering.
All Other
Fees. There were no fees billed to us by Beard Miller Company
LLP and MMB during the years ended December 31, 2008 and 2007, respectively that
are not described above.
The Audit Committee preapproves all
auditing services and permitted non-audit services (including the fees and terms
thereof) to be performed for us by Beard Miller Company LLP, subject to the de
minimus exceptions for non-audit services described in Section 10A(i)(1)(B) of
the Securities Exchange Act of 1934, as amended, which are approved by the Audit
Committee prior to the completion of the audit. The Audit Committee
pre-approved 100% of the tax fees described above during the years ended
December 31, 2008 and 2007.
In order to ratify the selection of
Beard Miller Company LLP as our independent registered public accounting firm
for the year ending December 31, 2009, the proposal must receive the affirmative
vote of at least a majority of the votes cast at the Annual Meeting, without
regard to either broker non-votes, or shares as to which the “ABSTAIN” box has
been selected. The Audit Committee of the Board of Directors
recommends a vote “FOR” the ratification of Beard Miller Company LLP as our
independent registered public accounting firm for the year ending December 31,
2009.
STOCKHOLDER
PROPOSALS
In order to be eligible for inclusion
in the proxy materials for next year’s annual meeting of stockholders, any
stockholder proposal to take action at such meeting must be received at FSB
Community Bankshares, Inc.’s executive office, 45 South Main Street, Fairport,
New York 14450, no later than December 18, 2009. Any such proposals
shall be subject to the requirements of the proxy rules adopted under the
Exchange Act.
ADVANCE
NOTICE OF BUSINESS TO BE CONDUCTED
AT
AN ANNUAL MEETING
Under our
Bylaws, a stockholder must follow certain procedures to nominate persons for
election as directors or to introduce an item of business at a meeting of
stockholders. These procedures provide, generally, that stockholders
desiring to make nominations for directors, or to bring a proper subject of
business before the meeting, must do so by a written notice timely received
(generally not later than five (5) days in advance of such meeting, subject to
certain exceptions) by the Secretary of FSB Community Bankshares,
Inc.
Nothing
in this proxy statement shall be deemed to require us to include in our proxy
statement and proxy relating to an annual meeting any stockholder proposal that
does not meet all of the requirements for inclusion established by the
Securities and Exchange Commission in effect at the time such proposal is
received.
The 2010 Annual Meeting of Stockholders
is expected to be held on May 19, 2010. Accordingly, advance written
notice for certain business, or nominations to the Board of Directors, to be
brought before the next annual meeting must be given to us by May 14,
2010. If notice is received after May 14, 2010, it will not be
considered timely, and we will not be required to present the matter at the
stockholders meeting.
OTHER
MATTERS
The Board of Directors is not aware of
any business to come before the Annual Meeting other than the matters described
above in the Proxy Statement. However, if any matters should properly
come before the Annual Meeting, it is intended that the Board of Directors, as
holders of the proxies, will act as determined by a majority vote.
MISCELLANEOUS
The cost of solicitation of proxies
will be borne by FSB Community Bankshares, Inc. FSB Community
Bankshares, Inc. 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 common stock. In addition to
solicitations by mail, directors, officers and regular employees of FSB
Community Bankshares, Inc. may solicit proxies personally or by telephone
without additional compensation.
A COPY OF FSB COMMUNITY BANKSHARES,
INC.’S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2008 WILL BE
FURNISHED WITHOUT CHARGE TO STOCKHOLDERS AS OF THE RECORD DATE UPON WRITTEN
REQUEST TO THE CORPORATE SECRETARY, 45 SOUTH MAIN STREET, FAIRPORT, NEW YORK OR
BY CALLING (585) 223-9080 AND IS AVAILABLE AT
WWW.FAIRPORTSAVINGSBANK.COM.
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BY
ORDER OF THE BOARD OF DIRECTORS
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/s/
Leslie J. Zornow |
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Leslie
J. Zornow
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Secretary
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Fairport,
New York
April 23,
2009
REVOCABLE
PROXY
FSB
COMMUNITY BANKSHARES, INC.
ANNUAL
MEETING OF STOCKHOLDERS
May
20, 2009
The undersigned hereby appoints the
official proxy committee, consisting of the Board of Directors, with full powers
of substitution, to act as attorneys and proxies for the undersigned to vote all
shares of common stock of the Company which the undersigned is entitled to vote
at the Annual Meeting of Stockholders (“Annual Meeting”) to be held at the
Perinton Community Center located at 1350 Turk Hill Road, Fairport, New York
14450, on Wednesday, May 20, 2009 at 3:00 p.m. local time. The
official proxy committee is authorized to cast all votes to which the
undersigned is entitled as follows:
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FOR
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WITHHOLD
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FOR
ALL
EXCEPT
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1.
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The
election of Thomas J. Hanss, James E. Smith and Alicia H. Pender, each to
serve for a three-year term.
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INSTRUCTION: To
withhold your vote for one or more nominees, write the name(s) of the
nominee(s) on the line(s) below.
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| ______________________________ |
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| ______________________________ |
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FOR
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AGAINST
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ABSTAIN
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2.
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The
ratification of the appointment of Beard Miller Company LLP as the
Company’s independent registered public accounting firm for the year
ending December 31, 2009.
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The
Board of Directors recommends a vote “FOR” each of the listed
proposals.
THIS
PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY WILL BE VOTED FOR EACH OF THE PROPOSALS STATED ABOVE. IF ANY
OTHER BUSINESS IS PROPERLY PRESENTED AT SUCH ANNUAL MEETING, THIS PROXY WILL BE
VOTED AS DIRECTED BY A MAJORITY OF THE BOARD OF DIRECTORS. AT THE
PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED
AT THE ANNUAL MEETING.
THIS
PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should
the undersigned be present and elect to vote at the Annual Meeting or at any
adjournment thereof and after notification to the Secretary of the Company at
the Annual Meeting of the stockholder’s decision to terminate this proxy, then
the power of said attorneys and proxies shall be deemed terminated and of no
further force and effect. This proxy may also be revoked by sending
written notice to the Secretary of the Company at the address set forth on the
Notice of Annual Meeting of Stockholders, or by the filing of a later proxy
prior to a vote being taken on a particular proposal at the Annual
Meeting.
The
undersigned acknowledges receipt from the Company prior to the execution of this
proxy of a Notice of the Annual Meeting, a Proxy Statement dated April 23, 2009
and audited financial statements.
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Dated:
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Check
Box if You Plan
to
Attend Annual Meeting
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| PRINT
NAME OF STOCKHOLDER |
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PRINT
NAME OF STOCKHOLDER |
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| SIGNATURE
OF STOCKHOLDER |
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SIGNATURE
OF STOCKHOLDER |
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Please
sign exactly as your name appears on this card. When signing as
attorney, executor, administrator, trustee or guardian, please give your full
title.
Please
complete and date this proxy and return it promptly
in
the enclosed postage-prepaid envelope.