UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIESProxy Statement Pursuant to Section 14(a) of the Securities
EXCHANGE ACT OFExchange Act of 1934 (AMENDMENT NO.(Amendment No.  )
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o Soliciting Material Pursuant to Section 240.14a-12§240.14a-12
WILSON BANK HOLDING COMPANY
(Name of Registrant as Specified in itsIn Its Charter)
 
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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TABLE OF CONTENTS

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
STOCK OWNERSHIP
ITEM 1 — ELECTION OF DIRECTORS
ITEM 2 — OTHER MATTERS
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM INFORMATION
EXECUTIVE COMPENSATION
PERSONNEL COMMITTEE REPORT ON EXECUTIVE COMPENSATION
DIRECTOR COMPENSATION
AUDIT COMMITTEE REPORT FOR 2006
SHAREHOLDERS’ PROPOSALS AND OTHER MATTERS
GENERAL

March 13, 200612, 2007
Dear Shareholder:
     In connection with the Annual Meeting of Shareholders of Wilson Bank Holding Company to be held April 11, 2006,10, 2007, we enclose a Notice of Annual Meeting of Shareholders, a proxy statement and a form of proxy.
     You are being asked to elect fourfive persons to serve as Class IIIII directors for a three-year term and until their successors are duly elected and qualified. Information about this matter is contained in the attached proxy statement.
     You are invited to attend the Annual Meeting of Shareholders in person. We would appreciate your completing the enclosed proxy card so that your shares can be voted in the event that you are unable to attend the meeting. If you are present at the meeting and desire to vote your shares personally, your proxy may be revoked and you may vote in person. We urge you to return your proxy card in the enclosed, postage paid envelope as soon as possible.
Sincerely,
/s/ J. Randall Clemons
President and Chief Executive Officer
Wilson Bank Holding Company
/s/ J. Randall Clemons
President and Chief Executive Officer
Wilson Bank Holding Company

 

TABLE OF CONTENTS

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
STOCK OWNERSHIP
ITEM 1 — ELECTION OF DIRECTORS
ITEM 2 — OTHER MATTERS
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM INFORMATION
EXECUTIVE COMPENSATION
DIRECTORS’ COMPENSATION
PERSONNEL COMMITTEE REPORT ON EXECUTIVE COMPENSATION
AUDIT COMMITTEE REPORT FOR 2005
SHAREHOLDERS’ PROPOSALS AND OTHER MATTERS
GENERAL

WILSON BANK HOLDING COMPANY
LEBANON, TENNESSEE
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To the Shareholders of Wilson Bank Holding Company:
     The Annual Meeting of Shareholders (the “Annual Meeting”) of Wilson Bank Holding Company (the “Company”) will be held on Tuesday, April 11, 200610, 2007 at 7:00 p.m., (CDT), at the main office of the Company, located at 623 West Main Street, Lebanon, Tennessee 37087, for the following purposes:
     (1) To elect four (4)five (5) Class IIIII directors to hold office for a term of three years and until their successors are duly elected and qualified; and
     (2) To transact such other business as may properly come before the Annual Meeting or any adjournment(s) thereof.
     Only shareholders of record at the close of business on February 15, 20062007 are entitled to notice of and to vote at the Annual Meeting or any adjournment(s) thereof.
     Your attention is directed to the Proxy Statement accompanying this Notice for a more complete statement regarding the matters proposed to be acted upon at the Annual Meeting.
By Order of the Board of Directors,
/s/ Jerry L. Franklin,J. Anthony Patton, Secretary
March 13, 200612, 2007
YOUR REPRESENTATION AT THE ANNUAL MEETING IS IMPORTANT. TO ENSURE YOUR REPRESENTATION, WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY. SHOULD YOU SUBSEQUENTLY DESIRE TO REVOKE YOUR PROXY, YOU MAY DO SO AS PROVIDED IN THE ACCOMPANYING PROXY STATEMENT AT ANY TIME BEFORE IT IS VOTED.

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WILSON BANK HOLDING COMPANY
LEBANON, TENNESSEE
PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
     This Proxy Statement is furnished in connection with the solicitation by the Board of Directors of Wilson Bank Holding Company (the “Company”) of proxies for the Annual Meeting of Shareholders of the Company to be held on Tuesday, April 11, 2006,10, 2007, at the Company’s main office, 623 West Main Street, Lebanon, Tennessee 37087, at 7:00 p.m. (CDT). This proxy material was first mailed to shareholders on or about March 13, 2006.12, 2007.
     All valid proxies which are received will be voted in accordance with the recommendations of the Board of Directors unless otherwise specified thereon and will be voted “For” election of the director nominees set out below. A proxy may be revoked by a shareholder at any time prior to its use by filing with the Secretary of the Company a written revocation or a duly executed proxy bearing a later date, or by attending the Annual Meeting and voting in person.
     Only holders of record of the Company’s common stock, par value $2.00 per share (the “Common Stock”), at the close of business on February 15, 20062007 (the “Record Date”) are entitled to notice of and to vote at the Annual Meeting. As of the Record Date, the Company had 5,055,3595,176,508 shares of Common Stock issued and outstanding, the holders of which are entitled to one vote for each share held on each of the matters to be voted upon at the Annual Meeting. The representation in person or by proxy of at least a majority of the outstanding shares entitled to vote is necessary to provide a quorum at the meeting. The directors shall be elected by a plurality of the votes cast in the election by the holders of Common Stock represented and entitled to vote at the Annual Meeting. Any other matters submitted to the shareholders but not proposed in this Proxy Statement, shall be approved by the affirmative vote of a majority of the votes cast by the holders of Common Stock represented and entitled to vote at the Annual Meeting. The Board of Directors of the Company does not know of any other matters which will be presented for action at the Annual Meeting other than those proposed in this Proxy Statement, but the persons named in the proxy (who are directors of the Company) intend to vote or act with respect to any other proposal which may be presented for action according to their best judgment. Abstentions and “non-votes” are accounted as “present” in determining whether a quorum is present. A “non-vote” occurs when a nominee holding shares for a beneficial owner votes on one proposal, but does not vote on another proposal because the nominee does not have discretionary voting power and has not received instructions from the beneficial owner. A “non vote”“non-vote” or abstention will have no effect on the approval of the nominees to the Company’s board of directors.
     The cost of solicitation of proxies will be borne by the Company, including expenses in connection with preparing, assembling, and mailing this Proxy Statement. Such solicitation will be made by mail, and may also be made by the Company’s regular officers or employees personally or by telephone or other form of electronic communication. The Company may reimburse brokers, custodians and nominees for their expenses in sending proxies and proxy materials to beneficial owners.
     Wilson Bank and Trust (the “Bank”) is located in Lebanon, Tennessee and is a wholly-owned subsidiary of the Company. Prior to March 31, 2005,The Bank is the Company owned a 50% interest in Dekalb Community Bank and Community Bankonly subsidiary of Smith County. On March 31, 2005 the Company acquired the minority interest in the subsidiaries by merging each of these banks with and into the Bank and issuing Wilson Bank Holding Company stock to the minority shareholders.Company.

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STOCK OWNERSHIP
     There are no persons who are the beneficial owners of more than 5% of the Company’s Common Stock, its only class of voting securities.
     The following table sets forth information regarding the beneficial ownership of the Company’s Common Stock as of February 15, 20062007 (unless otherwise noted), for:
 • each of our directors and nominees;
 
 • each of our executive officers named in the Summary Compensation Table; and
 
 • all of our directors and executive officers as a group.
     The percentages of shares outstanding provided in the table are based on 5,055,3595,176,508 voting shares outstanding as of February 15, 2006.2007. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission (the “SEC”) and generally includes voting or investment power with respect to securities. Unless otherwise indicated, each person or entity named in the table has sole voting and investment power, or shares voting and investment power with his or her spouse, with respect to all shares of stock listed as owned by that person. The number of shares shown does not include the interest of certain persons in shares held by family members in their own right. Shares issuable upon exercise of options that are exercisable within sixty days of February 15, 20062007 are considered outstanding for the purpose of calculating the percentage of outstanding shares of Company Common Stock held by the individual, but not for the purpose of calculating the percentage of outstanding shares held by any other individual.
                
 Amount and Nature    Amount and Nature  
Name and Address of Beneficial Owner(1) of Beneficial Owner(2) Percent of Class (%)  of Beneficial Owner(2) Percent of Class (%)
Directors: 
Directors:
 
Charles Bell  99,653 (3)  1.97%  103,825(3)  2.00%
Jack W. Bell  72,441 (4)  1.43%  77,119(4)  1.49%
Mackey Bentley 39,318  0.78% 39,169  0.76%
J. Randall Clemons(5)
  72,933 (6)  1.44%  76,426(6)  1.48%
James F. Comer  24,780 (7)  0.49%  23,729(7)  0.46%
Jerry L. Franklin  70,440 (8)  1.39%  72,275(8)  1.40%
John B. Freeman  37,410 (9)  0.74%  30,843(9)  0.60%
Marshall Griffith 21,371  0.42% 19,676  0.38%
Harold R. Patton  40,388 (10)  0.80%  41,317(10)  0.80%
James Anthony Patton 32,428  0.64% 32,974  0.64%
H. Elmer Richerson(5)
 25,072  0.50%  30,103(11)  0.58%
John R. Trice  94,533 (11)  1.87%  97,122(12)  1.88%
Robert T. VanHooser  16,969 (12)  0.34%  17,841(13)  0.34%
 
Named Executive Officers: 
Named Executive Officers:
 
Gary Whitaker  11,403 (13)  0.23%  14,604(14)  0.28%
Larry Squires  2,497 (14)  0.05%  2,794(15)  0.05%
John D. Goodman  1,074 (15)  0.02%  2,120(16)  0.04%
John C. McDearman III  2,240 (16)  0.04%  2,764(17)  0.05%
Lisa Pominski  5,710(18) 
Executive Officers and Directors as a group (20 persons)  686,132 (17)  13.56%  713,745(19)  13.77%
 
(1) The address for each of the directors and executive officers set forth in the table above is 623 West Main Street, Lebanon, Tennessee 37087.
 
(2) Each person has sole voting and investment power with respect to the shares listed unless otherwise indicated.
 
(3) Includes 44,53845,243 held by Mr. C. Bell’s wife and 14,399 held in an annuity trust
 
(4) Includes 4,3216,108 shares held by or on behalf of Mr. J. Bell’s children and/or other dependents.children. Includes 32,985 shares that are pledged.
 
(5) Messrs. Clemons and Richerson are also Named Executive Officers.

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(6) Includes 4,9485,264 shares held by or on behalf of Mr. Clemons’ children and/or other dependents, 2,4084,283 shares held by Mr. Clemons’ wife 2,600,200 shares issuabledissuable upon exercise of options granted under the Company’s 1999 Stock Option Plan and 28,30228,967 shares held by the Clemons Family Limited Partnership.

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(7) Includes 5,6705,799 shares held by or on behalf of Mr. Comer’s children and/or other dependents. Also includes 17,096 shares that are pledged.
 
(8) Includes 1,5831,665 shares held by or on behalf of Mr. Franklin’s children and/or other dependents.
 
(9) Includes 6,4086,457 shares held by or on behalf of Mr. Freeman’s children and/or other dependents.dependents and 769 shares held by Mr. Freeman’s wife.
 
(10) Includes 20,38320,860 shares held by Mr. H. Patton’s wife and 210214 shares held by or on behalf of Mr. H. Patton’s children and/or other dependents.
 
(11) Includes 22,8025,000 shares that are pledged.
(12)Includes 23,521 shares held as trustee by Mr. Trice and 60,76062,189 held in Trice Family Investments. Also includes 77,000 shares that are pledged.
 
(12)(13) Includes 10,81511,556 shares held jointly by Mr. VanHooser’s wife and children.
 
(13)Includes 227 shares issuable upon exercise of options granted under the Company’s 1999 Stock Option Plan.
(14) Includes 1,600103 shares issuable upon exercise of options granted under the Company’s 1999 Stock Option Plan.
 
(15) Includes 6001,616 shares issuable upon exercise of options granted under the Company’s 1999 Stock Option Plan.
 
(16) Includes 1,300800 shares issuable upon exercise of options granted under the Company’s 1999 Stock Option Plan.
(17)Includes 1,600 shares issuable upon exercise of options granted under the Company’s 1999 Stock Option Plan
 
(17)(18) Includes 6,827236 shares issuable upon exercise of options guaranteed under the Company’s 1999 Stock Option Plan.
(19)Includes 5,391 shares issuable upon exercise of options granted under the Company’s 1999 Stock Option Plan.
ITEM 1 — ELECTION OF DIRECTORS
     The Board of Directors of the Company currently consists of thirteen (13) members. The Company’s bylaws provide for a minimum of five and maximum of fifteen directors, the exact number to be set by the Company’s Board of Directors. The Company’s charter provides that the Board of Directors shall be divided into three classes, each class to be as nearly equal in number as possible. The terms of four (4)five (5) directors expire at the 20062007 Annual Meeting. These directors are Charles Bell, J. Randall Clemons, Jerry L. FranklinJames F. Comer, John B. Freeman, Marshall Griffith, John R. Trice and James Anthony Patton.Robert T. VanHooser, Jr. The nomination of Charles Bell, J. Randall Clemons, Jerry L. FranklinJames F. Comer, John B. Freeman, Marshall Griffith, John R. Trice and James Anthony PattonRobert T. VanHooser, Jr. has been approved by the Company’s Board of Directors.
     Unless contrary instructions are received, the enclosed proxy will be voted in favor of the election as directors of the nominees listed below. Each nominee has consented to be a candidate and to serve, if elected. All the nominees currently are serving as directors of the Company. While the Company’s Board of Directors has no reason to believe that any nominee will be unable to accept nomination or election as a director, if such event should occur, proxies will be voted with discretionary authority for a substitute or substitutes who will be designated by the Company’s current Board of Directors.
Information Concerning Nominees
     The following table contains certain information concerning the nominees, which information has been furnished to the Company by the individuals named.
       
    Director Current Position;
Nominee Age Since Prior Business Experience
Class II Directors (Nominees for Election to the Board)    
Charles Bell(2)(5)
 67 1993 Director; Owner - Horn Springs Angus Farm,
      Consultant (1995-Present) and President (until 1995) – Lebanon Aluminum Products, Inc.
J. Randall Clemons(3)(5)
 53 1987 President, Chief Executive Officer and Director of the Company (since 1992); Chairman (since 2002), Chief Executive Officer and Director of the Bank
Jerry L. Franklin 68 1987 Director; Owner as franchisee of Ponderosa Restaurants
James Anthony Patton(4)
 45 1987 Director; Salesman-Mid Tenn Technologies; Co-Owner – Container Service, Inc; Salesman – Custom Packaging, Incorporated (prior to 2001)
           
      Director Current Position;
Nominee Age Since(1) Prior Business Experience
Class III Directors (Nominees for Election to the Board)
James F. Comer(2)
  48   1996  Director; Owner — Comer Farms; Vice President - Lending and Account Executive of Farm Credit Services of America (1980-1995)
John B. Freeman  69   1987  Director, (Chairman of the Company’s Board of Directors) Retired Businessman; Chairman — Auto Parts and Service Company, Inc. (until 2000)
Marshall Griffith  67   1987  Director; Businessman — Evergreen Company; a real estate investment company Senior Vice President — Fidelity Federal Savings and Loan of Nashville, Tennessee prior thereto
John R. Trice(3)
  74   1991  Director; Owner — Trice Appraisal Services
Robert T. VanHooser, Jr.(3)
  77   1991  Director, Retired — Business Development Officer - Wilson Bank and Trust (1991-96); President and CEO of Lebanon Bank, Lebanon, TN prior thereto

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    Director Current Position;
Nominee Age Since Prior Business Experience
Class III Directors (Continuing Directors until 2007 Annual Meeting of Shareholders)  
James F. Comer(5)
 47 1996 Director; Owner - Comer Farms; Vice President Lending and Account Executive of Farm Credit Services of America (1980-1995)
John B. Freeman 68 1987 Director, (Chairman of the Company’s Board of Directors) Retired Businessman; Chairman - Auto Parts and Service Company, Inc. (until 2000)
Marshall Griffith 66 1987 Director; Businessman – Evergreen Company; Senior Vice President – Fidelity Federal Savings and Loan of Nashville, Tennessee prior thereto
John R. Trice(3)
 73 1991 Director; Owner – Trice Appraisal Services
Robert T. VanHooser, Jr.(3)
 76 1991 Director, Retired - Business Development Officer Wilson Bank and Trust (1991-96); President and CEO of Lebanon Bank, Lebanon, TN prior thereto
Class I Directors (Continuing Directors until 2008 Annual Meeting of Shareholders)  
Jack W. Bell(2)(3)
 47 1987 Director; Owner - Jack W. Bell Builders, Inc.; Vice President of Operations – Lebanon Aluminum Products, Inc. (until 1995)
Mackey Bentley 61 1987 Director; President - Bentley’s Electric Company, Inc.
Harold R. Patton(4)
 70 1987 Director; Retired; General Manager – Wilson Farmers’ Cooperative prior thereto
H. Elmer Richerson 53 1998 Executive Vice President and Director of the Company; President of the Bank (since 2002); Executive Vice President of the Bank (1994-2002) Vice President of the Bank from 1989 until 1994;
           
      Director Current Position;
Nominee Age Since(1) Prior Business Experience
Class I Directors (Continuing Directors until 2008 Annual Meeting of Shareholders)
Jack W. Bell(3)(4)
  48   1987  Director; Owner — Jack W. Bell Builders, Inc.; Vice President of Operations — Lebanon Aluminum Products, Inc. (until 1995)
Mackey Bentley  62   1987  Director; President — Bentley’s Electric Company, Inc.
Harold R. Patton(5)
  71   1987  Director; Retired; General Manager — Wilson Farmers’ Cooperative prior thereto
H. Elmer Richerson  54   1998  Executive Vice President and Director of the Company; President of the Bank (since 2002); Executive Vice President of the Bank (1994-2002) Vice President of the Bank from 1989 until 1994;
           
Class II Directors (Continuing Directors until 2009 Annual Meeting of Shareholders)
Charles Bell(2)(4)
  68   1993  Director; Owner — Horn Springs Angus Farm, Consultant (1995-Present) and President (until 1995) — Lebanon Aluminum Products, Inc.
J. Randall Clemons(2)(3)
  54   1987  President, Chief Executive Officer and Director of the Company (since 1992); Chairman (since 2002), Chief Executive Officer and Director of the Bank
Jerry L. Franklin  69   1987  Director; Owner as franchisee of Ponderosa Restaurants
James Anthony Patton(5)
  46   1987  Director; Salesman-Mid Tenn Technologies; Co-Owner — Container Service, Inc
 
(1) All directors serve on the Boards of Directors of the Company and the Bank.
 
(2) CharlesMessrs. C. Bell, isClemons and Comer serve on the fatherAdvisory Board of Jack W. Bell.Directors of the Smith County branches of the Bank.
 
(3) Messrs. J. Bell, Clemons, Trice and VanHooser serve on the Advisory Board of Directors of DCB.the Dekalb County branches of the Bank.
 
(4)Charles Bell is the father of Jack W. Bell.
(5) Harold R. Patton is the father of James Anthony Patton.
Director Independence
     The Board of Directors has determined that each of the following directors is an “independent director” within the meaning of the listing standards of the New York Stock Exchange:
 
(5)James F. Comer; Messrs. C. Bell, ClemonsMackey Bentley;
John B. Freeman;Harold R. Patton;
Marshall Griffith;Jerry L. Franklin; and Comer serve on the Advisory Board of Directors of CBSC.
Robert T. VanHooser, Jr.James Anthony Patton.
Description of the Board and Committees of the Board
     The Company does not have an executive compensation or nominating committee. The Board of Directors of the Company also serves as the Board of Directors of the Bank. The Board of Directors of the Company and the Board of Directors of the Bank, based upon recommendations by the Personnel Committee, establish general compensation policies and programs for the Company and the Bank and determine annually the compensation to be paid to Company and Bank employees, including executive officers. The Board of Directors does not believe it is necessary to have a nominating committee because the Boards of Directors of the Company and the Bank act as a nominating committee for directors and officers of the Company and the Bank and develop general criteria concerning the qualifications and selection of directors and officers (including recommendations made by shareholders of the

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Company) and recommending candidates for such positions. All of the Company’s directors participate in the consideration of director nominees.
     Each potential director nominee is evaluated on the same basis regardless of whether he or she is recommended by management, by a director or by a shareholder. The Board of Directors has not adopted a policy with respect to minimum qualifications for directors. Rather, the Board of Directors annually reviews and determines the specific qualifications and skills that one or more directors must possess in the context of the then needs of the Board of Directors with respect to experience, expertise and age. Each of the nominees for director to be elected at the Annual Meeting was nominated and recommended by the Board of Directors.

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     The Company has not received director nominee recommendations from any shareholders for the term commencing in 20062007 and expiring in 2009.2010. The Board of Directors will consider nominees recommended by shareholders, provided that such recommendations are submitted to the Board of Directors in writing and describe the reasons why the shareholder finds the recommended person to be a qualified candidate.
     The Board of Directors of the Company has no standing committees. The Board of Directors of the Bank has ten standing committees consisting of the Audit, Executive, Personnel, Finance, Marketing, Building, Investment, Long Range Planning, Data Processing and Board Relations Committee. The Chairman of the Company, Mr. Franklin, is a member of all committees. The Chairman of the Board of Directors of the Bank, (Mr. Clemons)Mr. Clemons, and Mr. Richerson are also members of all of the committees with the exception that Mr. Clemons and Mr. Richerson are not on the Personnel Committee or the Audit Committee. The members of each committee are generally appointed in May of each year and serve until the following May. Therefore, the committee members identified below may not have been on each identified committee for the entire 20052006 fiscal year. Unless otherwise provided below, the members identified below are the current members of the applicable committees.
     Audit Committee. The Company does not have a separately-designated standing audit committee. The Bank, however, does have a separately-designated standing audit committee, composed of Messrs. C. Bell, FranklinJ. Freeman, J. A. Patton and VanHooser with Mr. Griffith serving as Chairman. The Audit Committee reviews annual and interim reports of the independent auditors and provides advice and assistance regarding the accounting, auditing and financial reporting practices of the Company and the Bank. The Audit Committee operates pursuant to the terms of a charter which was adopted by the Board of Directors in December 2004 (the “Audit Committee Charter”). A copy of the Audit Committee Charter is not available on the Company’s website, but was provided as an appendix to the Company’s Proxy Statement for the 2005 Annual Meeting of Shareholders. All of the Audit Committee’s members are independent under the current listing standards of the New York Stock Exchange, except for Mr. C. Bell, whose son, Jack Bell, is the owner of Jack Bell Builders, a company to which the Bank paid 177,000 in the aggregate for construction projects in 2005 as described in more detail below.Exchange. While the Board of Directors believes that certain of its audit committee members are financially literate and have a level of financial sophistication necessary to serve on the Audit Committee, it has determined that the Company does not have an “audit committee financial expert” as defined by the SEC’s rules and regulations serving on the Audit Committee. The Board of Directors believes that at least one of the current members of the Audit Committee has a level of experience regarding banking operations and the application of generally accepted accounting principles as to provide valuable service to the Audit Committee in its role of overseeing the financial reporting process of the Company and the Bank. The Board of Directors further believes that the current members of the Company’s Board of Directors provide a breadth of experience and level of community relationships that are important to the Company and that the Company does not believe that it could attract an additional director that meets the requirements of an “audit committee financial expert” who also has those similar relationships. In making its determination, the Board of Directors particularly considered the size and nature of the Company’s business and the importance of knowledge of the local communities served by the Bank. The Audit Committee held sevenfive meetings during 2005.2006.
     Executive Committee. The Executive Committee is composed of Messrs. C. Bell, Bentley, Trice, J. A. Patton, VanHooser with H. PattonJ. Freeman serving as Chairman. The Executive Committee reviews corporate activities, makes recommendations to the Board of Directors on policy matters and makes executive decisions on matters that do not require a meeting of the full Board of Directors. The Executive Committee held twelvethirteen meetings during 2005.2006.
     Personnel Committee. The Personnel Committee, composed of Messrs. VanHooser, Freeman and Bentley with Mr. J. A. Patton serving as Chairman, considers and recommends to the Board of Directors the salaries of all Bank personnel, including the Named Executive Officers. This committee, all of the members of which are independent under the listing standards of the New York Stock Exchange, held fivesix meetings during 2005.2006. This Committee does not have a written charter. Compensation decisions for the Company’s executive officers, including its Named Executive Officers, are made by the Board of Directors of the Company upon recommendation of the Personnel Committee.

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     The agenda for meetings of the Personnel Committee is determined by its Chairman with the assistance of the Company’s Secretary and the Company’s Chief Executive Officer. Personnel Committee meetings are regularly attended by the Chairman of the Board, the Chief Executive Officer, the Chief Financial Officer and the Chief Human Resources Officer. When considering the compensation of Mr. Clemons and Mr. Richerson, the Personnel Committee meets in executive session. The Personnel Committee’s Chairman reports the committee’s recommendations on executive compensation to the Board of Directors. The Company’s human resources and accounting departments support the Personnel Committee in its duties and may be delegated authority to fulfill certain administrative duties regarding the compensation programs.
     Finance Committee. The Finance Committee is the credit review board of the Bank. This committee reviews loan applications meeting certain criteria and approves those found creditworthy. In addition, this committee reviews all loans that are funded. The committee is comprised of seven permanent members, Messrs. C. Bell, J. Bell, Bentley, Griffith and H. Patton with Mr. J. Comer serving as Chairman. Serving as “temporary members” of the committee in 20052006 were Messrs. J. Freeman and J.A. Patton and Franklin.Patton. In addition, Messrs. Trice and . VanHooser served as advisory members for the entire fiscal year. The Finance Committee held thirteentwelve meetings during 2005.2006.

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     Marketing Committee. The Marketing Committee is composed of Messrs. Franklin,Freeman, H. Patton and Trice with Mr. J. Bell serving as Chairman. The Marketing Committee recommends the direction of the marketing efforts of the Company and the Bank. This committee held four meetings during 2005.2006.
     Building Committee. The Building Committee is composed of Messrs. Bentley, Griffith and J.A. Patton with Mr. VanHooser serving as Chairman. This committee makes recommendations to the Company’s and the Bank’s Boards of Directors on the immediate and future building needs of the Company and the Bank. This committee held fiveseven meetings during 2005.2006.
     Investment Committee. The Investment Committee is composed of Messrs. J. Bell, Bentley, Comer and H. Patton with Mr. C. Bell serving as Chairman. The Investment Committee reviews and directs the investment portfolio of the Bank. This committee held four meetings during 2005.2006.
     Long Range Planning Committee. The Long Range Planning Committee is composed of Messrs. J. Bell, Freeman, and H. Patton with Mr. Trice serving as Chairman. This committee explores strategic opportunities available to the Company and recommends the direction the Company should take on these matters. This committee held one meetingdid not meet in 2005.2006.
     Data Processing Committee. The Data Processing Committee is composed of Messrs. ComerJ. Bell and J.A. Patton with Mr. FranklinComer serving as Chairman. The Data Processing Committee reviews the computer hardware and software needs of the Company and makes recommendations regarding purchases thereof to the Board of Directors. This committee held six meetings during 2005.2006.
     Board Relations Committee. The Board Relations Committee is composed of Messrs. J. Franklin,Freeman, H. Patton and VanHooser with Mr. Bentley serving as Chairman. The board relations committee’s primary responsibility is to plan for the Board of Director’s future responsibilities and ensure that the Bank’s Board of Directors meets the future needs of the Bank. TheThis committee held threetwo meetings during 2005.2006.
     During the fiscal year ended December 31, 2005,2006, the Board of Directors of the Bank held fifteen meetings with the Board of Directors of the Company also meeting fifteen times. Each director attended more than 99% of the aggregate number of meetings of both the Bank’s and the Company’s Boards of Directors and the committees on which such director served. The Company encourages each member of the Board of Directors to attend the Annual Meeting of Shareholders. AllShareholders and all of the Company’s directors attended the 20052006 Annual Meeting of Shareholders.
     The Company’s Board of Directors has established procedures for the Company’s shareholders to communicate with members of the Board of Directors. Shareholders may communicate with any of the Company’s directors, including the chairperson of any of the committees of the Board of Directors, by writing to a director c/o Wilson Bank Holding Company, 623 West Main Street, Lebanon, Tennessee 37087.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
     Section 16(a) of the Exchange Act requires the Company’s executive officers and directors and persons who beneficially own more than ten percent of the Common Stock to file reports of ownership and changes in ownership with the SEC. Officers, directors and greater than ten percent beneficial owners are required by federal securities regulations to furnish the Company with copies of all Section 16(a) forms they file.

6

     Based solely on the Company’s review of the copies of such forms and written representations from certain reporting persons furnished to the Company, the Company believes that its officers, directors and greater than ten percent beneficial owners, if any, were in compliance with all applicable filing requirements.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE NOMINEES LISTED ABOVE.

7

ITEM 2 — OTHER MATTERS
     The Board of Directors is not aware of any other matters which may be brought before the Annual Meeting. However, if any matter other than the proposed matters properly comes before the meeting for action, proxies will be voted for such matters in accordance with the best judgment of the persons named as proxies.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM INFORMATION
     The Board of Directors has selected Maggart & Associates, P.C. to serve as the company’sCompany’s independent registered public accounting firm for the current fiscal year upon the recommendation of the Audit Committee. Maggart & Associates, P.C. has served in this capacity for the Company since 1987. A representative of Maggart & Associates is expected to be present at the Annual Meeting, will have an opportunity to make a statement if he or she so desires and is expected to be available to respond to appropriate questions.
     During the fiscal years ended December 31, 20052006 and December 31, 2004,2005, the Company incurred the following principal independent auditor fees:fees for services proved by Maggart & Associates:
                
 2005 2004 2005 2006 
Audit Fees:(a)
 $156,230 $226,836  $156,230 $133,520 
Audit-Related Fees:(b)
 $11,519 $12,935  $11,519 $9,753 
Tax Fees:(c)
 $33,468 $11,250  $33,468 $14,500 
Other Fees: -0- -0-  -0- -0- 
 
(a) Includes fees related to the annual independent audit of the Company’s financial statements, reviews of the Company’s annual report on Form 10-K and quarterly reports on Form 10-Q and fees related to the audit of management’s report on the effectiveness of the Company’s internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act of 2002.
 
(b) Includes fees related to the audit of the Company’s 401(k) plan and investment center reviews.
 
(c) Includes fees related to the preparation of the Company’s tax returns and other tax related assistance.
     The Audit Committee considered these fees and concluded that the performance of these services was consistent with Maggart & Associates’ independence.
     The Audit Committee also has adopted a formal policy concerning approval of audit and non-audit services to be provided by the independent auditor to the Company. The policy requires that all services Maggart & Associates, the Company’s independent auditor, may provide to the Company, including audit services and permitted audit-related and non-audit services, be pre-approved by the Audit Committee. The Audit Committee approved all audit and non-audit services provided by Maggart & Associates during fiscal 2005.2006.

7

EXECUTIVE COMPENSATION
Summary Compensation TableDiscussion and Analysis
     The following table provides information asDecisions with respect to annual, long-term or other compensation during fiscal years 2005, 2004, and 2003 for Mr. Clemons,of the Company’s and the Bank’s executive officers, including the Chief Executive Officer Mr. Richerson,and the other Named Executive Officers, for fiscal year 2006 were made by the Board of Directors of the Bank based upon recommendations by the Personnel Committee. Discussions regarding the non-equity compensation of the Company’s and the Bank’s President, Gary Whitaker,executive officers that are not Named Executive Officers, are made by the Bank’sChief Executive Vice President, Larry Squires,Officer in consultation with such officer’s supervisor. For these officers, the Bank’s Senior Vice President, John Goodman,Chief Executive Officer is responsible for establishing the Bank’s Senior Vice President-Western Divisionframework for how these individuals are compensated. The components of compensation of executive officers consists of a base salary, an annual cash incentive, amounts contributed under the executive officer’s Executive Salary Continuation Agreement and John McDearman,matching and profit-sharing contributions under the Bank’s Senior Vice President- Central Division,Company’s 401(k) plan (as well as health and disability insurance and other non-cash benefits similar to those of all employees of the six most highly compensatedBank or Company. At times, these executive officers have also been awarded equity based compensation in the form of time vested stock options, however, the Personnel Committee and the Chief Executive Officer have historically focused on cash based compensation, using stock options only in connection with promotions or changes in duties. No member of the Personnel Committee served as an officer or employee of the Company or of any of its subsidiaries during 2006.
     The overarching policy of the Personnel Committee and the Board of Directors in determining executive compensation, including the compensation of the Chief Executive Officer, is to attract and retain the highest quality talent to lead the Company and to reward key executives based upon their individual performance and the performance of the Bank with total annualand the Company. The Personnel Committee evaluates both performance and compensation to ensure that the Company maintains its ability to attract and retain superior employees in key positions and that compensation packages provided to key employees remain competitive relative to the compensation paid to similarly situated executives of peer companies. The Personnel Committee believes that providing incentives to and rewarding the performance of the Company’s executive officers enhances the profitability of the Company. To that end, the Personnel Committee believes that the compensation paid its executive officers should include base salary and a significant cash incentive opportunity designed to reward performance as measured against established goals. Continuing the practice of only awarding stock options in connection with promotions or changes in an executive officers’ duties, the Personnel Committee did not award any stock-based compensation to the named executive officers in 2006.
     Executive compensation programs impact all employees by setting general levels of compensation and helping to create an environment of goals, rewards and expectations. Because we believe the performance of every employee is important to our success, we are mindful of the effect of executive compensation and incentive programs on all of our employees.
     In recommending the 2006 base salary of J. Randall Clemons, the Company’s and the Bank’s Chief Executive Officer, the Personnel Committee reviewed a Tennessee Banking Association (“TBA”) 2005 survey of compensation levels for Chief Executive Officers of Middle Tennessee banks or bank holding companies with assets of over $1 billion. Decisions regarding compensation were made in view of these sources of information with the intent to pay the Chief Executive Officer cash compensation (including both base salary and annual cash incentives) on a level that was comparable to that of the Company’s peer banks within Tennessee.
     The Personnel Committee further considered the Bank’s and the Company’s overall financial performance in 2005 in recommending Mr. Clemons’, and the other Named Executive Officers’, base salaries for 2006. In determining not to raise Mr. Clemons’ and Mr. Richerson’s base salaries, the Personnel Committee took into account the increased bonus opportunities available to Mr. Clemons and Mr. Richerson over $100,000prior years as a result of a change in the cash incentive formula.
     The base salary for Ms. Pominski, Mr. Richerson, Mr. Whitaker, Mr. Goodman and Mr. McDearman were based on similar criteria and considerations as those used in establishing Mr. Clemons’ base salary with the exception that the base salaries for these individuals was increased over the prior year unlike Mr. Clemons and Mr. Richerson because the bonus opportunity for these individuals was not enhanced over the prior year like it was for Mr. Clemons and Mr. Richerson.
     Mr. Clemons and Mr. Richerson are eligible for an annual cash incentive pursuant to a formula determined by the Board of Directors that is based upon the Company’s after tax earnings for the year ended December 31, 2005.fiscal year. In 2006, Mr. Clemons was eligible for, and received a cash incentive payment equal to 1.5% of the Company’s after tax earnings while, Mr. Richerson was eligible for, and received, a cash incentive payment equal to 0.90% of the Company’s after tax earnings. In total, Mr. Clemons and Mr. Richerson were paid cash incentive payouts totaling $159,816 and $95,889, respectively.
     Mr. Whitaker, Mr. Goodman, Ms. Pominski and Mr. McDearman were eligible for, and received, a cash incentive payment determined by the return on assets performance of the Bank which payment was calculated on a basis consistent with the Bank’s other

8

                    
  Annual Compensation  Long-Term Compensation   
              Securities Underlying  All Other
Name and Principal Position Year  Salary  Bonus(1)  Options/SARS (#)  Compensation(2)
J. Randall Clemons,  2005  $287,692  $156,000   -0-  $104,400
President and Chief Executive Officer of the  2004   274,339   151,000   -0-   98,335
Company and Chief Executive  2003   263,502   156,000   -0-   96,060
Officer of the Bank                   
 
H. Elmer Richerson,  2005  $218,502  $93,600   -0-  $74,348
President of the Bank  2004   212,158   90,600   -0-   74,889
Executive Vice President  2003   200,130   78,000   -0-   73,687
Of the Company                   
 
Gary Whitaker,  2005  $127,720  $35,772   -0-  $19,369
Executive Vice President of  2004   124,000   40,141   -0-   19,412
the Bank  2003   117,000   40,224   -0-   18,372
 
Larry Squires  2005  $106,212  $16,289   -0-  $15,165
Senior Vice President  2004   106,212   15,872   -0-   16,020
Investment Division  2003   100,200   15,361   -0-   14,730
 
John Goodman,  2005  $105,000  $17,863   -0-  $11,795
Senior Vice President  2004   95,400   22,905   -0-   11,357
-Western Division of the  2003   90,000   14,079   2,000 (3)  3,519
Bank                   
 
John C. McDearman III  2005  $105,000  $20,207   -0-  $12,019
Senior Vice President –  2004   85,701   26,734   -0-   10,569
Central Division of the Bank  2003   80,850   21,931   -0-   9,867
employees. For 2006, the ROA targets and related cash incentive payouts as a percentage of the base salary of Messrs. Whitaker, Goodman and McDearman and Ms. Pominski were 8% at 1.0 ROA, 8.5% at 1.5 ROA, 9% at 1.10 ROA, 9.5% at 1.15 ROA, 10% at 1.20 ROA, 10.5% at 1.25 ROA and 11% at 1.30 ROA.
     In 2006, the Bank’s ROA was 0.95. Although the Bank did not achieve the ROA target established for such a payout as a result of additional provision expense resulting from certain inappropriate activities of a former officer and the expansion expenses for the Rutherford County market. The Personnel Committee and the Board of Directors approved the payout of cash incentives totaling 10.0% of the base salaries of Messrs. Whitaker, Goodman and McDearman and Ms. Pominski, or $13,772, $11,500, $11,500 and $9,000, respectively.
     
(1)Perquisites and other personal benefits did not exceed the lesser of either $50,000 or 10% of the total of annual salary and bonus for the named executive officer.
(2)Represents for fiscal years 2005, 2004 and 2003, respectively, (i) the Company’s matching grants under the Company’s 401(k)/profit sharing plan in the amounts of $20,160, $19,680 and $19,200 for Mr. Clemons; $20,160, $19,680 and $19,200 for Mr. Richerson; $15,695, $15,746 and $15,094 for Mr. Whitaker; $10,977, $10,868 and $9,881 for Mr. Squires; $11,795, $11,357 and $3,519 for Mr. Goodman, and $12,019, $10,569 and $9,867 for Mr. McDearman and (ii) accruals by the Company with respect to the Company’s obligations under the Executive Salary Continuation Agreements described below in the amounts of $32,640, $27,055and $25,260 for Mr. Clemons; $12,198, $13,209 and $12,487 for Mr. Richerson; $3,674, $3,686 and $3,278 for Mr. Whitaker; and $4,187.57, $5,152 and $4,850 for Mr. Squires and (iii) Board of Directors fees for the Company of $21,600, $21,600 and $21,600 and the Bank of $20,400, $20,400 and $20,400 for Mr. Clemons and Mr. Richerson, (iv) Combined Advisory Board Fees for Dekalb Community Bank and Community Bank of Smith County of $9,600, $9,600 and $9,600.00 for Mr. Clemons.
(3)The number of securities underlying options have been adjusted to reflect the Company’s two-for-one stock split paid to shareholders on October 30, 2003.
Option GrantsMessrs. Whitaker, Goodman and McDearman and Ms. Pominski were also eligible to receive monthly cash payments under the Company’s cash-based incentive plan upon the attainment of certain Company and individual performance goals. For Mr. Whitaker these goals included, goals related to loan fees, loan volume, mortgage loan income, credit life goals, past due loan percentage and timely employee reviews. For Messrs. Goodman and McDearman, these goals included each branch in 2005their division meeting budget. For Ms. Pominski, these goals included expense control and audit related goals. Incentives paid to Messrs. Whitaker, Goodman and McDearman, and Ms. Pominski, for 2006 related to these performance goals totaled $32,103, $18,818, $19,518 and $7,500, respectively.
     Employees, including executive officers, also receive a matching grant of $.35 from the Company for each one dollar ($1) up to a maximum of 6% of the amount contributed each year by the employee to his or her 401(k) account. No employee is entitled to contribute more than $15,000. The Company granted no options to its Named Executive Officers in 2005.

9

Aggregate Option Exercises During 2005 and Fiscal Year End Option Values
     The following table provides information related to options exercised by the named executive officers during the 2005 fiscal year and the number and valuecontributes additional funds into each employee’s 401(k) account under a profit-sharing arrangement based upon each employee’s base salary as a percentage of options held at fiscal year end and has been adjusted to reflect the two-for-one stock split authorized by the Company and paid to the Company’s shareholders in the form of a 100% stock dividend on October 30, 2003. The Company has not issued stock appreciation rights or warrants to its executive officers.
                         
  Shares      Number of Securities  Value of Unexercised In-the-Money 
  Acquired on  Value  Underlying Unexercised Options(#)  Options at Fiscal Year End ($)(1) 
Name Exercise (#)  Realized ($)  Exercisable  Unexercisable  Exercisable  Unexercisable 
J. Randall Clemons  1,800  $34,596   2,600   3,200  $49,972  $61,504 
                         
H. Elmer Richerson  1066  $19,423   -0-   2,133   —   40,996 
                         
Gary Whitaker  —   —   227   907   4,361   17,432 
                         
Larry Squires  —   —   1,600   1,067   30,752   20,508 
                         
John Goodman  —   —   400   1,600   4,800   19,200 
                         
John McDearman  —   —   1,300   1,200   23,064   15,376 
(1)The closing price for the common stock as of December 31, 2005 was $34.50. Value is calculated on the basis of the difference between the option exercise price and $34.50, multiplied by the number of shares of Common Stock underlying the option.
Executive Salary Continuation Agreementstotal payroll. During 2006, Messrs Clemons, Richerson, Whitaker, Goodman and McDearman and Ms. Pominski received contributions totaling $21,120, $21,120, $17,625, $12,835, $14,018, and $9,423, respectively.
     The Company has entered into Executive Salary Continuation Agreements with certain of its senior executive officers, including Messrs. Clemons, Richerson, Whitaker, Goodman and Squires,McDearman and Ms. Pominski pursuant to which each such executive officer (or his or her beneficiaries) is entitled, if certain performance targets for the Bank are met, to receive annual payments for 15 years, upon retirement at age 65 or, if sooner, the death or disability of such executive officer. In the event that the executive officer resigns or is terminated without cause prior to age 65, he or she is entitled to receive the vested portion of such benefits, with vesting occurring at the rate of 6%, 6%, 6% and 6% per year from March 30, 1995, March 30, 1995, March 16, 1998 and August 21, 1996 , January 1, 2006, January 1, 2006 and March 21, 2001 for each of Messrs. Clemons, Richerson, Whitaker, Goodman and Squires,McDearman and Ms. Pominski, respectively, if the required performance targets are met. As of December 31, 2004,2006, Messrs. Clemons, Richerson, Whitaker, Goodman and SquiresMcDearman and Ms. Pominski were vested 52%66%, 52%66%, 36%60%, 0%, 0% and 48%,36% respectively. The performance target for each agreement is average return on assets for the Bank over the vesting period for each executive officer, as follows: 1.0% or better (100% of vested benefit); .9-.99% (90%); .8-.89% (80%); .7-.79% (70%) and below .7%, no benefit.
     The amounts paid to a Named Executive Officer are dependent on the then current compensation for each such person at the time of retirement or termination and will also be reduced by a percentage of social security payments and 401(k) benefits paid to the Named Executive Officer during the time when the benefits are being paid and, as such, cannot be calculated with certainty at this time. By way of example, if a Named Executive Officer is employed by the Company for a period of 10 years and the average return on assets in each of those ten years is 0.99, then the Named Executive Officer would be entitled to receive fifty-four percent (54%) of his or her then current salary at termination, less (i) fifty percent of social security benefits paid to the named Executive Officer and (ii) one hundred percent of the employer contributed 401(k) benefits paid to the namedNamed Executive Officer.
     Payment of the benefits is contingent on the executive officer not competing with the Bank for three yearsone year after termination of employment. In the event there is a change in control of the Bank or the Company, the benefits become fully vested without regard to the performance target or the non-competition agreement.agreement and will be paid out in accordance with the terms of the agreements following the Named Executive Officer’s termination of service. A “change in control” is the acquisition of 50% or more of the shares of the Bank or the Company, or a merger, consolidation or similar transaction involving the Bank or the Company, or the cessation by either of their business activities or existence.
     In addition to the above-described compensation, the Company provided automobile (and in the case of Mr. Clemons and Mr. Richerson, fuel) allowances in 2006 of $5,924, $5,5537, $6,000, $5,600 and $1,600, for each of Messrs. Clemons, Richerson, Whitaker, Goodman and McDearman.

9

     The compensation levels for fiscal year 2006 for members of management other than Mr. Richerson and Mr. Clemons were established by the Personnel Committee based upon the recommendation of the Company’s Chief Executive Officer, J. Randall Clemons. Mr. Clemons’ recommendations regarding these salaries were based on considerations and criteria similar to those described above.
     As part of its role, the Personnel Committee reviews and considers the deductibility of executive compensation under Section 162(m) of the Internal Revenue Code, which provides that the Company may not deduct compensation of more than $1,000,000 that is paid to certain individuals. The Company believes that compensation paid under the incentive plans are generally fully deductible for federal income tax purposes. However, in certain situations, the Personnel Committee may approve compensation that will not meet these requirements in order to ensure competitive levels of total compensation for its executive officers.
     On October 22, 2004, the American Jobs Creation Act of 2004 was signed into law, changing the tax rules applicable to nonqualified deferred compensation arrangements. While the final regulations have not become effective yet, the Company believes it is operating in good faith compliance with the statutory provisions which were effective January 1, 2005.
     Beginning on January 1, 2006, the Company began accounting for stock-based payments including those issued under its Stock Option Plan in accordance with the requirements of FASB Statement 123(R).
PERSONNEL COMMITTEE REPORT ON EXECUTIVE COMPENSATION
     The Personnel Committee has reviewed and discussed the Compensation Discussion and Analysis (the “CD&A”) for the year ended December 31, 2006 with management. In reliance on the reviews and discussions referred to above, the Personnel Committee recommended to the Board of Directors, and the Board Directors has approved, that the CD&A be included in the proxy statement for the Annual Meeting.
J. A. Patton, Chairman
John Freeman
Mackey Bentley
Robert VanHooser

10

Summary Compensation Table
     The following table provides information as to annual, long-term or other compensation during the 2006 fiscal year for Mr. Clemons, the Company’s Chief Executive Officer, Ms. Pominski, the Company’s Chief Financial Officer, and the four most highly compensated executive officers of the Company or the Bank other than the Chief Executive Officer and Chief Financial Officer with total annual salary and bonus over $100,000 for the year ended December 31, 2006.
                                     
Name and Principal Position Year  Salary  Bonus  Stock  Option  Non-  Change in  All Other  Total 
      ($)  ($)  Awards  Awards(1)(2)  Equity  Pension  Compen-  ($) 
              ($)  ($)  Incentive  Value and  sation(4)    
                      Plan  Nonqualified  ($)    
                      Compen-  Deferred       
                      sation ($)  Compen-       
                          sation       
                          Earnings(3)       
                          ($)       
 
(a) (b)  (c)  (d)  (e)  (f)  (g)  (h)  (i)  (j) 
J. Randall Clemons, President and Chief Executive Officer of the Company and Chief Executive Officer of the Bank  2006  $287,692   —   —  $1,864  $159,816  $55,067  $89,351  $593,790 
Lisa Pominski Chief Financial Officer of the Company and the Bank  2006   90,000   —   —   465   16,500   700   9,799   117,464 
H. Elmer Richerson, President of the Bank Executive Vice President of the Company  2006   218,514   —   —   1,239   95,889   35,437   77,701   428,780 
Gary Whitaker, Executive Vice President of the Bank  2006   137,720   —   —   620   45,875   8,762   24,968   217,945 
John Goodman, Senior Vice President — Western Division of the Bank  2006  $115,000   —   —  $60  $30,318  $2,574  $18,935  $166,887 
John C. McDearman III Senior Vice President — Central Division of the Bank  2006   115,000   —   —   465   31,018   1,437   16,134   164,054 
(1)The amounts in the column captioned “Option Awards” reflects the dollar amount recognized for financial statement reporting purposes for the fiscal year ended December 31, 2006, in accordance with FAS 123(R) of awards pursuant to the Company’s 1999 Stock Option Plan and thus may include amounts from awards granted in and prior to 2006. For a description of the assumptions used by the Company in valuing these awards for the fiscal years ended December 31, 2006 please see “Note 19 — Stock Option Plan” to the Company’s consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006.
(2)In fiscal 2006, there were a total of 1,800 options that were cancelled none of which were held by any of the Named Executive Officers.
(3)Represents the change in the actuarial present value of the accumulated benefit of the Executive Salary Contribution Agreements.
(4)Represents for fiscal year 2006 (i) the Company’s matching grants under the Company’s 401(k)/profit sharing plan in the amounts of $21,120 for Mr. Clemons; $9,423 for Ms. Pominski; $21,120 for Mr. Richerson; $17,625 for Mr. Whitaker; $12,835 for Mr. Goodman; and $14,018 for Mr. McDearman; (ii) Board of Directors fees for the Company of $27,600 and the Bank of $20,400 for each of Mr. Clemons and Mr. Richerson; (iii) Combined Advisory Board Fees for the Dekalb

11

County and Smith County branches of the Bank of $9,200 for Mr. Clemons; (iv) auto and in the case of Mr. Clemons and Mr. Richerson fuel allowance in the amount of $5,924 for Mr. Clemons; $5,337 for Mr. Richerson, $6,000 for Mr. Whitaker, $5,600 for Mr. Goodman and $1,800 for Mr. McDearman, and (v) the value of premiums paid in the amounts of $5,107, $376, $3,244, $1,343, $500 and $316 for Mr. Clemons, Ms. Pominski, Mr. Richerson, Mr. Whitaker, Mr. Goodman and Mr. McDearman, respectively in relation to the Company’s bank owned life insurance plan.
Grants of Plan-Based Awards
     The Company granted no options and awarded no shares of restricted stock to its Named Executive Officers in 2006.
Outstanding Equity Awards At Fiscal Year-End
     The following table sets forth certain information with respect to outstanding equity awards at December 31, 2006:
                                     
  Option Awards  Stock Awards 
Name Number  Number of  Equity  Option  Option  Number of  Market  Equity  Equity 
  of  Securities  Incentive  Exercise  Expiration  Shares or  Value of  Incentive  Incentive 
  Securities  Underlying  Plan  Price  Date  Units of  Shares or  Plan  Plan 
  Underlying  Unexercised  Awards:  ($)      Stock That  Units of  Awards:  Awards: 
  Unexercised  Options  Number of          Have Not  Stock That  Number of  Market or 
  Options  (#)  Securities          Vested  Have Not  Unearned  Payout 
  (#)  Unexercisable  Underlying          (#)  Vested  Shares,  Value of 
  Exercisable(1)      Unexercised              ($)  Units or  Unearned 
          Unearned                  Other  Shares, 
          Options                  Rights That  Units or 
          (#)                  Have Not  Other 
                              Vested  Rights That 
                              (#)  Have Not 
                                  Vested 
                                  ($) 
                                       
(a) (b)  (c)  (d)  (e)  (f)  (g)  (h)  (i)  (j) 
J. Randall Clemons  200   2,600   —  $15.28   09/30/2009   —   —   —   — 
Lisa Pominski  200   800       15.28   09/30/2009                 
   86   236   —   16.00   01/24/2010   —   —   —   — 
H. Elmer Richerson  —   1,601   —   15.28   09/30/2009   —   —   —   — 
Gary Whitaker  103   903   —   15.28   09/30/2009   —   —   —   — 
John Goodman  800   1,200   —   22.50   01/02/2013   —   —   —   — 
John C. McDearman III  1,400   600       15.28   09/30/2009                 
   200   300   —   22.50   01/02/2013   —   —   —   — 
(1)The options vest in 10% increments on each anniversary of the ten year term.

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Pension Benefits
     The following table reflects information related to the Company’s Executive Salary Continuation Agreements with each of the Names Executive Officers:
                 
Name Plan Name Number of Present Value Payments During
      Years Credited of Accumulated Last Fiscal Year
      Service Benefit(1) ($)
      (#) ($)  
 
(a) (b) (c) (d) (e)
J. Randall Clemons Executive Salary Continuation Agreement  11  $275,999   — 
Lisa Pominski Executive Salary Continuation Agreement  5  $2,265   — 
H. Elmer Richerson Executive Salary Continuation Agreement  11  $138,731   — 
Gary Whitaker Executive Salary Continuation Agreement  10  $37,462   — 
John Goodman Executive Salary Continuation Agreement  0  $2,574   — 
John C. McDearman III Executive Salary Continuation Agreement  0  $1,437   — 
(1)Amount represents the accrued liability balance at December 31, 2006. For more information see “Note 18 — Deferred Compensation Plan” to the Company’s consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006.

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Option Exercises and Stock Vested
     The following table provides information related to options exercised and the vesting of stock, including restricted stock, restricted stock units and similar instruments, for each of the named executive officers during the 2006 fiscal year. The Company has not issued stock appreciation rights or warrants to its executive officers.
                 
  Option Awards  Stock Awards 
Name Number of  Value Realized  Number of  Value Realized 
  Shares  on Exercise  Shares  on Vesting 
  Acquired  ($)  Acquired  ($) 
  on Exercise      on Vesting    
  (#)      (#)    
 
(a) (b)  (c)  (d)  (e) 
J. Randall Clemons  1,800  $41,796   —   — 
Lisa Pominski  314  $6,787   —   — 
H. Elmer Richerson  532  $12,353   —   — 
Gary Whitaker  230  $5,341   —   — 
John Goodman  —   —   —   — 
John C. McDearman III  —   —   —   — 
DIRECTORS’DIRECTOR COMPENSATION
     The Company’s directors are classified in three classes, with directors in each class serving for three year terms and until his successor has been duly elected and qualified. The Board of Directors of the Company also serves as the Board of Directors of the Bank. In 2005,2006, each director received $1,800$2,300 per month for his services as a director of the Company. In addition, each director of the Bank received $850 per month for his services as a director of the Bank and $450 for each committee meeting of the Bank he attended, not to exceed $1,700 per month, as a member of the various committees on which he serves. In addition, fees of $1,326$1,794 and $1,404$1,326 were paid to each of the directors of the Company and the directors of the Bank, respectively, for attendance at Company and Bank planning retreats held during 2005.2006. Messrs. Clemons, C. Bell and Comer received $400 per month for serving on the Community BankAdvisory Board of the Smith County Advisory Board.branches of the Bank. Messrs. Clemons, Trice, .J.J. Bell and VanHooser received $400 per month for serving on the Dekalb Community Bank Advisory Board.
PERSONNEL COMMITTEE REPORT ON EXECUTIVE COMPENSATION
     Decisions with respect to compensationBoard of the Company’s and the Bank’s executive officers, including the Chief Executive Officer and the other named executive officers, for fiscal year 2005 were made by the Board of DirectorsDekalb County branches of the Bank based upon recommendations by the Personnel Committee. Compensation of executive officers consists of a base salary, an annual bonus and matching and profit-sharing contributions under the Company’s 401(k) plan (as well as health and disability insurance and other non-cash benefits similar to those of all employees of the Bank or Company and amounts contributed under the executive officer’s Executive Salary Continuation Agreement). No member of the Personnel Committee served as an officer or employee of the Company or of any of its subsidiaries during 2005.
     The overarching policy of the Personnel Committee and the Board of Directors in determining executive compensation, including the compensation of the Chief Executive Officer, is to attract and retain the highest quality talent to lead the Company and to reward key executives based upon their individual performance and the performance of the Bank and the Company. The Personnel Committee believes that providing incentives to and rewarding the performance of the Company’s executive officers enhances the profitability of the Company.
     In recommending the 2005 base salary of J. Randall Clemons, the Company’s and the Bank’s Chief Executive Officer, the Personnel Committee reviewed a Tennessee Banking Association (“TBA”) 2004 survey of compensation levels for Chief Executive Officers of Middle Tennessee banks or bank holding companies with assets of $500-$1 billion. Decisions regarding compensation were made in view of these sources of information with the intent to compensate the Chief Executive Officer with a comparable base salary.
     The Personnel Committee further considered the Bank’s and the Company’s overall financial performance in 2004 in recommending Mr. Clemons’ base salary. Mr. Clemons’ base salary was increased 4.8% for the 2005 fiscal year. The asset growth of 9.9% for the 2004 year and the continued growth of the branch network of the company was a determining factor in determining Mr. Clemons salary.
     The base salary for Mr. Richerson, Mr. Whitaker, Mr. Squires, Mr. Goodman and Mr. McDearman were based on similar criteria and considerations.
     Executive officers are eligible for an annual cash bonus pursuant to a formula determined by the Board of Directors that is based upon the Company’s net income for the fiscal year. In 2005, Mr. Clemons was eligible for, and received, $6,000 for the first $1.25 million of net income earned by the Company and $5,000 for each additional $250,000 of net income earned. Mr. Richerson was eligible for, and received, $3,600 for the first $1.25 million of net income earned by the Company and $3,000 for each additional $250,000 of net income earned. Mr. Whitaker, Mr. Squires, Mr. Goodman and Mr. McDearman were eligible for, and received, a bonus determined by the return of assets performance of the Bank which bonus was calculated on a basis consistent with the Bank’s other employees. Messrs. Whitaker, Squires, Goodman and McDearman were also eligible to receive monthly cash payments under the Company’s cash-based incentive plan upon the attainment of certain performance goals.Bank.

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     Employees, including executive officers, also receive a matching grant of $.35 fromThe following table sets forth certain information with respect to the Company for each one dollar ($1) up to a maximum of 6%fees paid or earned by the members of the amount contributed each year by the employee to his or her 401(k) account. No employee is entitled to contribute more than $14,000. The Company contributes additional funds into each employee’s 401(k) account under a profit-sharing arrangement based upon each employee’s base salary as a percentageBoard of the Company’s total payroll.Directors for service in 2006:
     The compensation levels for fiscal year 2005 for members of management other than Mr. Richerson, Mr. Clemons were established by the Personnel Committee based upon the recommendation of the Company’s Chief Executive Officer, J. Randall Clemons. Mr. Clemons’ recommendations regarding these salaries were based on considerations and criteria similar to those described above.
                             
Name(1) Fees  Stock  Option  Non-Equity  Change in  All Other  Total 
  Earned or  Awards  Awards  Incentive  Pension Value  Compensation  ($) 
  Paid in  ($)  ($)  Plan  and  ($)    
  Cash(2)          Compen-  Nonqualified       
  ($)          sation  Deferred       
              ($)  Compensation       
                  Earnings       
                  ($)       
 
(a) (b)  (c)  (d)  (e)  (f)  (g)  (h) 
Charles Bell $55,514   —   —   —   —   —  $55,514 
Jack W. Bell  55,914   —   —   —   —   —   55,914 
Mackey Bentley  51,114   —   —   —   —   —   51,114 
James F. Comer  55,114   —   —   —   —   —   55,114 
Jerry L. Franklin  51,114   —   —   —   —   —   51,114 
John B. Freeman  51,114   —   —   —   —   —   51,114 
Marshall Griffith  51,114   —   —   —   —   —   51,114 
Harold R. Patton  51,114   —   —   —   —   —   51,114 
James Anthony Patton  51,114   —   —   —   —   —   51,114 
John R. Trice  55,514   —   —   —   —   —   55,514 
Robert T. VanHooser  55,514(3)  —   —   —   —   —   55,514(3)
(1) Randall Clemons, the Company’s and the Bank’s Chief Executive Officer, and Elmer Richerson, the President of the Bank, are not included in this table as they are also Named Executive Officers of the Company and their compensation for service on the boards of directors of the Company and the Bank is reflected in the Summary Compensation Table above.
 
J. A. Patton, Chairman
(2)		 Includes fees for services as a director of both the Company and the Bank and includes fees for board meetings, committee meetings, and in the case of Messrs. Charles Bell, Jack Bell, Jimmy Comer, John Freeman
R. Trice and Robert T. VanHooser, $4,400, $4,800, $4,000, $4,400 and $4,400, respectively, for service on the advisory boards of each of the Smith County and DeKalb County branches of the Bank.
Mackey Bentley
(3) Robert VanHooserMr. VanHooser’s fees are paid in a lump sum in arrears and the fees for 2006 were paid in January 2007.

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     The foregoing report of the Personnel Committee shall not be deemed incorporated by reference by any general statement incorporating by reference the Proxy Statement into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that the Company specifically incorporates this information by reference, and shall not otherwise be deemed filed under such acts.
AUDIT COMMITTEE REPORT FOR 20052006
     The Audit Committee reviews the Company’s financial reporting process on behalf of the Board of Directors. Management has the primary responsibility for the financial statements and the reporting process. The Company’s independent auditors areregistered public accounting firm is responsible for expressing an opinion on the conformity of the Company’s audited financial statements to generally accepted accounting principles.
     In this context, the Audit Committee has reviewed and discussed with management and the independent auditorsregistered public accounting firm the audited financial statements. The Audit Committee has discussed with the independent auditorsregistered public accounting firm the matters required to be discussed by Statement on Auditing Standards No. 61.61, as amended (AICPA, Professional Standards, Vol. 1 AU Section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T. In addition, the Audit Committee has received from the independent auditorsregistered public accounting firm the written disclosures and letter required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees) as adopted by the Public Company Accounting Oversight Board in Rule 3600T, and discussed with them theirit, the firm’s independence from the Company and its management. The Audit Committee has considered whether the independent auditorsregistered public accounting firm provision of non-audit services to the Company is compatible with maintaining the auditor’sregistered public accounting firm’s independence.
     In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors, and the Board of Directors has approved, that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2005,2006, for filing with the SEC.
   
Marshall Griffith, Chairman
 Charles BellJohn Freeman
Robert T. VanHooser, Jr.
 Jerry FranklinJ. A. Patton
     The foregoing report of the Audit Committee shall not be deemed incorporated by reference by any general statement incorporating by reference the Proxy Statement into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that the Company specifically incorporates this information by reference, and shall not otherwise be deemed filed under such acts.
Personnel Committee Interlocks and Insider Participation
     During fiscal 2005,2006, the Personnel Committee of the Board of Directors of the Bank was composed of Messrs. Freeman, Bentley and VanHooser with Mr. J.A. Patton serving as Chairman. With the exception of Mr. VanHooser who was an officer of the Bank until 1996, none of these persons has at any time been an officer or employee of the Company or any of its subsidiaries. There are no relationships among the Company’s executive officers, members of the Personnel Committee or entities whose executives serve on the Board of Directors or the Personnel Committee that require disclosure under applicable regulations of the SEC.
     No executive officer of the Company or the Bank has served as a member of the compensation committee of another entity, one of whose executive officers served on the Personnel Committee. No executive officer of the

12

Company or the Bank has served as a director of another entity, one of whose executive officers served on the Personnel Committee. No executive officer of the Company or the Bank has served as a member of the compensation committee of another entity, one of whose executive officers served as a director of the Company or the Bank.
Certain Relationships and Related Transactions
     Some directors and principal officers of the Company at present, as in the past, are customers of the Bank and have had and expect to have loan transactions with the Bank in the ordinary course of business. In addition, some of the directors and officers of the Bank are at present, as in the past, affiliated with businesses which are customers of the Bank and which have had and expect to have loan transactions with the Bank in the ordinary course of business. These loans were made in the ordinary course of business and were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other

16

parties. In the opinion of the Board of Directors, these loans do not involve more than a normal risk of collectability or present other unfavorable features.
     During 2005,2006, John R. Trice Appraisals, Inc. was paid an aggregate of $400,000$392,625 for 1,230981 appraisals and inspections performed in connection with loans originated by the Bank. This company is owned by John R. Trice, a director of the Company and the Bank. John R. Trice, Appraisals, Inc. primarily performs appraisals for real estate loans. The payments made by the Bank wereto Trice Appraisals are reimbursed in full by the persons and/or entities whose properties were appraised. The customer is given the option of selecting an appraiser from the Bank’s approved listing. This extensive listing is approved annually by the board of directors. Mr. Trice abstains from voting on the approved appraisers. There is also a disclosure made to the customer, as required by law, indicating that Mr. Trice is a director of the Bank.
     During 2005,2006, Jack Bell, Builders was paid an aggregate of $177,000$1,903,532 by the Bank primarily for construction of the 3,000new 8,500 square foot addition tofull service office located on Memorial Blvd. in Murfreesboro, TN. and the Bank’s branchrenovation of our new office located in Carthage, Tennessee.Smyrna, TN. This Company is owned by Jack Bell, a director of the Company and the Bank. Mr. Jack Bell is the son of Mr. Charles Bell, another director of the Company.

13

Shareholder Return Performance Graph
     The following graph compares Jack Bell Builders was the percentage change in the unaudited total returnapproved contractor on the Company’s Common Stock againstMemorial Blvd, Murfreesboro, TN building project and the cumulative total returnCommerce Drive, Smyrna, TN renovation. Jack Bell is a director of the NASDAQ Indexcompany. Bids on the projects were handled by an independent architectural firm and the results of those bids were submitted to the Building Committee for their review. The Carson Medlin Company’s Independent Bank Index between December 31, 2000 and December 31, 2005. The graph assumesBuilding Committee then makes a recommendation to the valueBoard of Directors on the project under consideration. Mr. Bell is not a member of the investmentBuilding Committee and excuses himself when discussions and/or votes are taken on a particular building project. Mr. Charles Bell also excuses himself and refrains from voting on any building project in which Jack Bell Builders has an interest.
     Related party transactions between the Company or the Bank and the directors or executive officers are approved in advance by the Company’s Common Stock and each index was $100 at December 31, 2000 and that all dividends were reinvested.
     The following Performance Graph shall not be deemed incorporated by reference by any general statement incorporating by reference the proxy statement into any filing under the Securities Act of 1933 or the Securities Exchange ActBank’s Board of 1934, except to the extent that the Company specifically incorporates this information by reference, and shall not otherwise be deemed filed under such acts.
PERFORMANCE GRAPHDirectors.

1417

SHAREHOLDERS’ PROPOSALS AND OTHER MATTERS
     Shareholders intending to submit proposals for presentation at the next Annual Meeting and inclusion in the Proxy Statement and form of proxy for such meeting should forward such proposals to J. Randall Clemons, Wilson Bank Holding Company, 623 West Main Street, Lebanon, Tennessee 37087. Proposals must be in writing and must be received by the Company prior to November 13, 20062007 in order to be included in the Company’s Proxy Statement and form of proxy relating to the 20072008 Annual Meeting of Shareholders. Proposals should be sent to the Company by certified mail, return receipt requested, and must comply with Rule 14a-8 of Regulation 14A of the proxy rules of the SEC.
     For any other shareholder proposals to be timely (but not considered for inclusion in the Company’s Proxy Statement), a shareholder must forward such proposal to Mr. Clemons at the Company’s main office (listed above) prior to January 29, 2007.25, 2008.
GENERAL
     In addition to solicitation by mail, certain directors, officers and regular employees of the Company and the Bank may solicit proxies by telephone, telegram or personal interview for which they will receive no compensation other than their regular salaries. The Company may request brokerage houses and custodians, nominees and fiduciaries to forward soliciting material to the beneficial owners of the Company’s Common Stock held of record by such persons and may reimburse them for their reasonable out-of-pocket expenses in connection therewith.
     The Company’s 20052006 Annual Report is mailed herewith. A shareholder may obtain a copy of the Company’s Annual Report to the SEC on Form 10-K for the year ended December 31, 20052006 without charge by writing to Lisa Pominski, Wilson Bank Holding Company, 623 West Main Street, Lebanon, Tennessee 37087.
By order of the Board of Directors,
/s/ Jerry L. Franklin
By order of the Board of Directors,
/s/ J. Anthony Patton
Secretary
Lebanon, Tennessee
March 13, 200612, 2007

1518

Form of Proxy
WILSON BANK HOLDING COMPANY
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
     This proxy is solicited upon behalf of the Board of Directors for the Annual Meeting to be held on April 11, 2006.10, 2007.
     The undersigned hereby appoints Harold R. Patton and Mackey Bentley, or either of them, with full power of substitution, as proxies, and hereby authorizes them to vote, as designated, all shares of common stock of Wilson Bank Holding Company, held by the undersigned on February 15, 20062007 at the Annual Meeting of Shareholders to be held Tuesday, April 11, 2006,10, 2007, at 7:00 p.m. (CDT), at the main office of Wilson Bank and Trust located at 623 West Main Street, Lebanon, Tennessee 37087, and any adjournment(s) thereof.
1. ELECTION OF DIRECTORS
oFORall nominees listed below (except as marked to the contrary below)
     
——James F. Comer FORall nominees listed below (except as marked to the contrary below)
Marshall Griffith Robert T. VanHooser, Jr.
John B. Freeman 
Charles. BellJ. Randall Clemons
Jerry L. FranklinJames Anthony Patton
——Withhold authority to vote for all nominees;
——Withhold authority to vote for the following nominee(s), write that nominee’s name on the line below:
John R. Trice  
o Withhold authority to vote for all nominees;
oWithhold authority to vote for the following nominee(s), write that nominee’s name on the line below:

In their discretion, the proxies are authorized to vote upon such business as may properly come before this meeting.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER(S). IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSAL 1.
       
Signature  
 Date
  
Signature (if held jointly)  
 Date  
     Please sign exactly as your name appears on your share certificates. Each joint owner must sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name as authorized. If a partnership, please sign in partnership name by an authorized person.
BE SURE TO MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY
IN THE ADDRESSED POSTAGE PAID ENVELOPE PROVIDED