March 26, 2015 26, 2015 name” holders) who wish to vote at the annual meeting will need to obtain a proxy form and voting instructions from the institution that holds their shares. March 25, 2015. INTERNET. March 26, 2015 www.cstproxy.com/ccf/2015 26, 2015. As noted above, our directors are elected by a plurality of the votes cast by holders of our Common Stock, which means the individuals who receive the largest number of votes cast by holders of the Common Stock entitled to vote in the election of directors are elected as directors up to the maximum number of directors (two in the case of the Annual Meeting) to be chosen at the Annual Meeting. Name, Principal Occupation for Past Five Years and Directorships Nominees for election at the Annual Meeting (Class of 2016): TIMOTHY A. NETTESHEIM Incumbent Directors (Class of 2014): RICHARD MCHUGH Incumbent Directors (Class of 2015): BRIAN R. SCHILLING Number of Meetings Name of Director: David B. Westrate Richard McHugh Brian R. Schilling Michael L. Swenson Timothy A. Nettesheim 2013: 9. achieved and any earned short-term incentive compensation is generally paid in the form of a cash bonus. The Committee is comprised of fully independent Directors of the The Committee decides all compensation matters for our named executive officers. Although profitability is a key driver for compensation opportunities, we do not reward, and in fact discourage, the taking of excessive or inordinate risk. Our Compensation Philosophy is “risk-reflective,” meaning we create our pay structure and programs to appropriately reward the returns from acceptable risk-taking through optimal pay mix, performance metrics, calibration and timing. Employees eligible for incentives or We have no “highly-leveraged” or uncapped incentive plans. Where there are elements of an incentive plan that are uncapped, the performance drivers of these elements are not risk based. Incentive compensation plans for certain positions which contain significant risk to Citizens (e.g., our CEO and Plan sponsors, those executives in charge of business lines in which incentive plans exist, are not eligible for awards under the plans they sponsor. In October 2014, the Compensation Committee did engage an outside consultant to assist the Board with reviewing ourxý Filed by a Party other than the Registrant ¨¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) xý Definitive Proxy Statement ¨ Definitive Additional Materials ¨ Soliciting Material Pursuant to §240.14a-12 xý No fee required. ¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1)(1) (2 ) (2) (3 ) (3) (4 ) (4) (5 (5)) Total fee paid: ¨ Fee paid previously with preliminary materials. ¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1)(1) (2 ) (2) (3 ) (3)(4) Filing Party:(4)February 21, 2013February 21, 2013,March 26, 2015, at 4:00 p.m. local time, for the following purposes:1.1 . To elect two directors to serve on our Board of Directors, each for a three-year term. 2.2 . To approve the ratification of the appointment of Baker Tilly Virchow Krause, LLP as Citizens’ independent registered public accounting firm for the fiscal year ending September 30, 2013.2015.3.3 . To take action with respect to any other matters that may be properly brought before the meeting and that might be considered by the shareholders of a Maryland corporation at their Annual Meeting. 18, 20134, 201312, 2015 are entitled to notice of and to vote at the annual meeting.meeting and any adjournment or postponement thereof. Your vote is important to ensure that a majority of our stock is represented. Whether or not you plan to attend the meeting in person, please vote your shares by phone, via the Internet or by completing, signing, dating and returning the enclosed proxy card promptly in the enclosed envelope. If you send in your proxy card or vote by telephone or the Internet, you may still decide to attend the annual meeting and vote your shares in person. Your proxy is revocable in accordance with the procedures set forth in thisthe accompanying proxy statement.Shareholders holding shares in brokerage accounts (“streetInternet or telephone.Internet. Voting by the Internet or telephone is fast, convenient, and your vote is immediately confirmed and tabulated. Most important, by using the Internet, or telephone, you help us reduce postage and proxy tabulation costs. The Internet and telephone voting facilities will close at [3:00a.m. eastern time7:00 p.m. (eastern time) on February 21, 2013].INTERNET OR BY TELEPHONE.344555777889999101011111111121213131416161616171818191919202020212121222320132015 Annual Meeting of ShareholdersFebruary 21, 20132013February 21, 2013:ThisMarch 26, 2015:www.cfpproxy.com/6089February 21, 2013March 26, 2015 and any adjournments thereof. Only shareholders of record at the close of business on January 4, 201312, 2015 will be entitled to notice of and to vote at the Annual Meeting.18, 2013.Internet or by telephone.Internet. If Internet and telephone voting areis available to you, you can find voting instructions in the materials accompanying this Proxy Statement. The Internet and telephone voting facilities will close at[3:7:00 a.m.p.m. (eastern time) on February 21, 2013]March 25, 2015. Please be aware that if you vote over the Internet, or by telephone, you may incur costs such as telephone and Internet access charges for which you will be responsible.meetingAnnual Meeting and, if a choice is specified in the proxy, it will be voted in accordance with that specification. If no instructions are specified in a signed proxy returned to Citizens, the shares represented thereby will be voted inFAVOR ofFOR the election of the directors listed in the enclosed proxy card and inFAVOR ofFOR the ratification of Baker Tilly Virchow Krause, LLP as Citizens’ independent registered public accounting firm for the fiscal year ending September 30, 2013.2015. If any other matters are properly presented at the Annual Meeting, including, among other things, consideration of a motion to adjourn the meeting to another time or place, the individuals named as proxies and acting thereunder will have the authority to vote on those matters according to their best judgment to the same extent as the person delivering the proxy would be entitled to vote. If the Annual Meeting is adjourned or postponed, a proxy will remain valid and may be voted at the adjourned or postponed meeting. As of the date of printing of this Proxy Statement, we do not know of any other matters that are to be presented at the Annual Meeting other than the matters referred to in the accompanying Notice of Annual Meeting. However, if any other matters are properly presented at the Annual Meeting, it is intended that the persons named in the proxy will vote on such matters in accordance with their judgment. by telephone or by mail. Attendance at the Annual Meeting will not automatically revoke a proxy, but a shareholder attending the Annual Meeting may request a ballot and vote in person, thereby revoking a prior granted proxy. The cost of solicitation of proxies will be borne by Citizens. Solicitation will be made primarily by use of the mail; however, some solicitation may be made by our employees, without additional compensation, by telephone, by facsimile or in4, 201312, 2015 will be entitled to notice of and to vote at the Annual Meeting. On the record date, we had outstanding 5,145,2035,195,714 shares of our common stock, $0.01 par value per share (the “Common Stock”),Common Stock, entitled to one vote per share.meeting,Annual Meeting, meaning that the two individuals receiving the largest number of votes are elected as directors. The ratification of the appointment of the independent registered public accounting firm requires the affirmative vote of a majority of the outstanding shares cast, in person or by proxy, at the Annual Meeting by the holders of the Common Stock. Abstentions and broker nonvotes (i.e., shares held by brokers in street name, voting on certain matters due to discretionary authority or instructions from the beneficial owners but not voting on other matters due to lack of authority to vote on such matters without instructions from the beneficial owner) will count toward the quorum requirement but will not count toward the determination of whether the directors are elected or the other proposals areproposal is approved. The Inspector of Election appointed by our Board of Directors will count the votes and ballots.Participant401(k) Plan participant fails to give timely voting instructions to the Trusteetrustee of the 401(k) with respect to the voting of shares of our Common Stock at the Annual Meeting that are allocated to the participant in the 401(k) Plan, then the Trusteetrustee shall vote such shares in such manner as directed by the Plan Administrator.forFOR the election of the nomineestwo nominee directors in the following table to serve as directors.directors for another three year term. Our Board of Directors is divided into three classes, with the term of office of each class ending in successive years. TwoAccordingly, two directors are to be elected at the Annual Meeting to serve for a term of three years expiring at our annual meeting of shareholders in 20162018 and four directors will continue to serve for the terms designated in the following schedule.that shareholdersa vote in FAVOR ofFOR the election of Timothy A. NettesheimBrian R. Schilling and James R. LangDavid B. Westrate to serve as directors of Citizens.Citizens for a three year term. Age Director
Since (1) 56 2010 Mr. Nettesheim is a director and a shareholder of Reinhart Boerner Van Deuren s.c. (“Reinhart”), a law firm headquartered in Milwaukee, Wisconsin, where Mr. Nettesheim has been practicing law for over 25 years. Mr. Nettesheim’s skills and professional experience related to corporate law and the financial services and banking industry led to the conclusion that he should serve as a director. JAMES R. LANG 69 2012 Mr. Lang has over 35 year’s leadership experience in the financial service and manufacturing industries with emphasis on strategic realignment, revenue enhancement, mergers and acquisitions and financial performance. Mr. Lang has been the owner and President of Advantech Manufacturing, Inc., a company engaged in the business of manufacturing products for the dry particle sizing industry since April 1998. Additionally, Mr. Lang has held several executive positions at Firstar Bank. Most recently serving as Chairman, President and Chief Executive Officer at Firstar Bank Iowa, NA from April 1991 to April 1996. Mr. Lang’s experience in the banking industry and extensive leadership experience led to the conclusion that he should serve as a director. 70 1985 Mr. McHugh has served as the Chairman of our Board since 1988 and has been the majority owner and President of Choice Products USA, LLC for the past 29 years. Choice Products is engaged in the national distribution of products for the fundraising industry. The Chairman of the Board is not considered one of our officers or employees. Mr. McHugh’s leadership and business acumen in the Eau Claire community led to the conclusion that he should serve as a director. MICHAEL L. SWENSON 62 2010 Mr. Swenson has served as a member of our Board since May, 2011. Mr. Swenson Retired in 2012. Prior to his retirement, Mr. Swenson was the President and CEO of Northern States Power Company – Wisconsin (an Xcel Energy Company and an electric and natural gas utility holding company) in Eau Claire, Wisconsin and had served as an engineer in various executive roles with Xcel Energy for over a decade. Mr. Swenson’s executive and leadership expertise led to the conclusion that he should serve as s director. 58 1987 Mr. Schilling has served as the principal of Bauman Associates, Ltd., a certified public accounting firm, since 1990. Mr. Schilling previously served as the Managing Partner of Bauman Associates. Mr. Schilling’s skills, leadership experience and operational experience related to accounting, tax and finance matters and his qualification as an “audit committee financial expert” under the Securities and Exchange Commission’s rules led to the conclusion that he should serve as a director. DAVID B. WESTRATE 69 1991 Mr. Westrate has been a private investor since 1996. Prior to retirement, Mr. Westrate was the owner of a direct mail business. Mr. Westrate’s entrepreneurial, leadership and human resources experience led to the conclusion that he should serve as a director. Name, Principal Occupation for Past Five Years and Directorships Age 60 1987 Mr. Schilling has served as a principal of Bauman Associates, Ltd., a certified public accounting firm, since 1990. Mr. Schilling previously served as the Managing Partner of Bauman Associates. Mr. Schilling is a member of the Audit Committee and the Compensation Committee. The Board of Directors benefits from Mr. Schilling’s skills, leadership and operational experience related to accounting, tax and finance matters and his qualification as an “audit committee financial expert” under the Securities and Exchange Commission’s rules, all of which led to the conclusion that he should serve as a director of Citizens. DAVID B. WESTRATE 71 1991 David B. Westrate’s diverse management experience with Fortune 500 corporations, the Federal Government, the United States Air Force, and his own companies, spans more than 45 years. In 1989, his marketing firm was named to INC Magazine’s “500 Fastest Growing Privately Held Companies in America.” Since 1996, Mr. Westrate has been involved in several start-up enterprises, including his current frac sand mine project. He has also served on several non-profit and ministry boards, and established two successful K-8 private schools. Mr. Westrate joined the Board of Citizens Community Federal N.A.'s predecessor, the Citizens Community Credit Union, in 1992, and was instrumental in converting the credit union to a publicly traded savings bank in 2004. He has been chairman of both the Audit and Compensation Committees of our Board of Directors since 2006. Mr. Westrate earned his BA and MA in economics, with postgraduate study in management at Loyola University in Chicago. This extensive business experience, both in other business ventures and with Citizens and its predecessors, all led to the conclusion that he should serve as a director of Citizens. 58 2010 Mr. Nettesheim has served as our Vice Chairman of the Board since 2011, which is not considered one of our officers or employees. Mr. Nettesheim is an attorney with Whyte Hirschboeck Dubek S.C., a law firm headquartered in Milwaukee, Wisconsin, where he has been practicing law since December 2014. Formally, Mr. Nettesheim was an attorney and a shareholder of Reinhart Boerner Van Deuren s.c. (“Reinhart”), a law firm headquartered in Milwaukee, Wisconsin, where Mr. Nettesheim practiced law for over 25 years. Mr. Nettesheim is a member of the Credit Committee and Chairman of the Merger and Acquisition Committee of our Board of Directors. The Board of Directors benefits from Mr. Nettesheim’s skills and professional experience related to corporate law and the financial services and the banking industry, all of which led to the conclusion that he should serve as a director of Citizens. JAMES R. LANG 71 2012 Mr. Lang has over 35 year’s leadership experience in the financial service and manufacturing industries with an emphasis on strategic realignment, revenue enhancement, mergers and acquisitions and financial performance. Mr. Lang has been the owner and President of Advantech Manufacturing, Inc., a company engaged in the business of manufacturing products for the dry particle sizing industry, since April 1998. Additionally, Mr. Lang has held several executive positions at Firstar Bank. Most recently serving as Chairman, President and Chief Executive Officer at Firstar Bank Iowa, NA from April 1991 to April 1996. Mr. Lang is a member of the Merger and Acquisition Committee, Nomination Committee and Chairman of the Credit Committee of our Board of Directors and a Board Member Representative of the Asset Liability Committee. Mr. Lang brings to the Board of Directors substantial experience in the banking industry and extensive leadership experience, all of which led to the conclusion that he should serve as a director of Citizens. 72 1985 Mr. McHugh has served as the Chairman of our Board since 1988 and has been the majority owner and President of Choice Products USA, LLC for the past 34 years. Choice Products is engaged in the national distribution of products for the fundraising industry. The Chairman of the Board is not considered one of our officers or employees. Mr. McHugh is a member of the Audit Committee, Merger and Acquisition Committee and Nomination Committee of our Board of Directors. The Board of Directors benefits from Mr. McHugh’s leadership and business acumen in the Eau Claire community, as well as his tenure on the Board of Directors and indepth knowledge of our business. MICHAEL SWENSON 64 2010 Mr. Swenson has served as a member of our Board since May, 2011. Mr. Swenson retired in 2012. Prior to his retirement, Mr. Swenson was the President and CEO of Northern States Power Company – Wisconsin (an Xcel Energy Company and an electric and natural gas utility holding company) in Eau Claire, Wisconsin and had served as an engineer in various executive roles with Xcel Energy for over a decade. Mr. Swenson is a member of the Compensation Committee and Chairman of the Nomination Committee of our Board of Directors. The Board of Directors benefits from Mr. Swenson’s executive and leadership expertise all of which led to the conclusion that he should serve as a director of Citizens. (1) Includes service as a director of the BankCitizens Community Federal National Association (the "Bank") and its predecessors.Name Total ($) Richard McHugh $ 40,000 $ — $ — $ 40,000 David B. Westrate $ 37,000 $ — $ — $ 37,000 Brian R. Schilling $ 31,000 $ — $ — $ 31,000 Timothy A. Nettesheim $ 34,000 $ — $ — $ 34,000 Michael L. Swenson $ 31,000 $ — $ — $ 31,000 James R. Lang $ 38,000 $ — $ — $ 38,000 (1) For fiscal year 2014, there were no option awards granted. (2) For fiscal year 2014, there were no restricted stock awards granted. 1412 meetings in fiscal 2012,2014, and during fiscal 2014 all of our nominee and incumbent directors attended at least 75% of the meetings of our Board of Directors and the committees thereof on which they served.2012,2014, the outside directors met in executive sessionssession at least two times in accordance with the requirements of the NASDAQ Stock Market. The committees of our Board of Directors consist of the Audit Committee, the Compensation Committee, the Nominating Committee, the Credit Committee and the NominatingMerger and Acquisition Committee. The chart below identifies the members of each of these committees as of the date of this Proxy Statement, along with the number of meetings held by each committee during fiscal 2012: Audit Compensation Nominating 4 5 1 X* X* X X X X X X X X X* Audit Compensation Nominating Credit Merger & Acquisition Number of Meetings 5 7 1 2 2 Name of Director: David B. Westrate X* X* Richard McHugh X X X Brian R. Schilling X X Michael L. Swenson X X* James R. Lang X X* X Timothy A. Nettesheim X X* Effective November 29, 2012, upon recommendation of our Nominating Committee, James R. Lang was appointed as a new director. Mr. Lang was nominated for appointment to each of our committees on December 27, 2012, upon recommendation of our Nominating Committee. Timothy A. Nettesheim does not serve as an official member of any of our committees because he is not considered an independent director under applicable standards of the NASDAQ Stock Market. See “Corporate Governance Matters – Director Independence,” for additional information.11.(1) Richard McHugh (3) Brian R. Schilling (2) David B. Westrate (4) Michael L. Swenson (5) James R. Lang Service Type Audit Fees (1) $ 95,830 $ 109,198 Tax Fees (2) 1,185 31,820 Total Fees Billed $ 97,015 $ 141,018 (1) Includes fees for professional services rendered in connection with the audit of our financial statements for the fiscal years ended September 30, 2014 and September 30, 2013; the reviews of the financial statements included in each of our quarterly reports on Form 10-Q during those fiscal years; and consents and assistance with documents filed by Citizens with the Commission. (2) Consists of fees for services rendered related to tax compliance, tax advice and tax consultations. Name Title Edward H. Schaefer President and Chief Executive Officer Mark C. Oldenberg Chief Financial Officer 1. We will not create incentives that foster inappropriate risk nor pay excessive compensation. No Citizens compensation plan, program, or practice will promote excessive risk taking or encourage behavior inconsistent with Citizens’ vision, mission, or strategy. AllWe believe all of our compensation elements comply with appropriate banking regulations and sound compensation practices, which we believe neither pays excessive compensation nor encourageencourages inappropriate risk taking.2. Citizens does not discriminate on the basis of race, gender, religion, national origin, veteran status, handicap, or sexual orientation in determining pay levels. Demonstrated performance, skills, commitment and results determine pay. 3. Each pay grade and pay range will have a minimum, a maximum, and a mid-point. The minimummid-point is the rate we generally will pay a new hire who meets the required standards of education, skills, and experience. The maximum is the highest rate we will pay a fully qualified performing employee in that job. Salary above mid-point will be based upon exemplary performance.4. Compensation levels are driven by an employee’s level of impact on our organization. Not all positions are created equal. Various positions require different levels of skills, knowledge, and personal attributes that drive different rates of pay and/or variable compensation opportunity. We have established a job structure and job evaluation process that provides a formal hierarchy of grades and salary ranges. 5. Our ability to pay drives our compensation program. Profitability is a key driver in determining compensation opportunity. The annual salary is the single largest investment Citizens makes each year. It is incumbent on our compensation professionals and senior management to ensure that our plans provide an appropriate return to Citizens and its shareholders, in addition to appropriately compensating successful performance. annually.annually and adjusted from time to time, based on a review of market data and an assessment of company, business unit and individual performance and experience. Merit increases are awarded based on the performance of the employee.Not all positions are eligible for short-term incentive plans. onetwo main stylestyles of short-term incentive compensation: commissions. Commissionssales performance compensation and annual incentive compensation which is related to Bank performance. Citizens attempts to balance the security provided by base salary with the “at-risk” feature of sales performance compensation and annual incentive compensation in its efforts to attract and retain top quality employees and provide proper incentive to enhance the value of Citizen’s common stock for its shareholders. Sales performance compensation generally include a formula based on profits or revenues within a given line of business for new business achieved.(as defined below under the section “Executive Compensation”) is eligible to participate in our long-term incentive plans.Independentindependent and Involved.involved.Corporation.executiveother officers and other key employees, other than the Chief Executive Officer. Members of management who were present during Compensation Committee meetings in fiscal 20122014 and the first part of fiscal 20132015 included our Chief Executive Officer and Chief Financial Officer. The Compensation Committee makes all decisions regarding the compensation of our Chief Executive Officer without our Chief Executive Officer or any other member of our management present.commissionssales performance pay for new business are not permitted to make credit, investment, or consumer pricing decisions independently.CFO)CFO positions) include corporate, division and individual components, and awards are determined or reviewed by the Compensation Committee prior to any payment.2012 and fiscal 2013 to date,2014, the Compensation Committee did not engage any consultant to assist the Board with reviewing our compensation practices and levels.20112014 Annual Meeting of Shareholders, pursuant to a non-binding, advisory vote, shareholders approved the compensation of the Company’s named executive officers as disclosed in the proxy statement for the meeting by a vote of 1,760,9781,545,705 shares in favor to 164,826423,897 against. The Compensation Committee has considered the results of this advisory shareholder vote and believes that it shows support by the Corporation’s shareholders for the Corporation’s compensation philosophy and the executive compensation programs that implement the Corporation’s compensation philosophy. The Corporation has not significantly changed its executive compensation program following the shareholder advisory vote. Our Board has determined that shareholder advisory (non-binding) votes on executive compensation shall occur every three years. Accordingly, the next shareholder advisory (non-binding) vote on executive compensation will be held atin connection with the Corporation’s 2014Corporation's 2017 Annual Meeting of Shareholders.Nominating CommitteeThe Nominating Committee is responsible for assisting our Board of Directors by: (1) identifying individuals qualified to become members of our Board of Directors and its committees; (2) recommending to our Board of Directors nominees for election to the Board at the annual meeting of shareholders; (3) developing and recommending to our Board of Directors a set of corporate governance principles applicable to Citizens; and (4) assisting our Board of Directors in assessing director performance and the effectiveness of the Board of Directors.The Board of Directors has adopted, and may amend from time to time, a written charter for each of the Audit Committee, Compensation Committee and Nominating Committee. Citizens maintains a website atwww.ccf.us. Citizens makes available on its website, free of charge, copies of each of these charters. Citizens is not including the information contained on or available through its website as a part of, or incorporating such information by reference into, this Proxy Statement.
Our Board of Directors has reviewed the independence of our continuing directors and the nominees for election to the Board at the Annual Meeting under the applicable standards of the NASDAQ Stock Market. Based on this review, our Board of Directors determined that each of the following directors is independent under those standards:
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Mr. Nettesheim is not independent because Mr. Nettesheim is a partner at Reinhart Boerner Van Deuren s.c. (“Reinhart”), a law firm retained by Citizens, which paid Reinhart approximately $344,200 in fees for legal services provided during the fiscal year ended September 30, 2012.
Citizens currently has separate persons serving as the Chief Executive Officer and as Chairman of the Board of Directors. Edward H. Schaefer has served as the Chief Executive Officer of Citizens since January 2010 and Richard McHugh has served as the Chairman of the Board since 1988. Mr. McHugh serves as our lead outside or independent director and is an independent director under the applicable standards of the NASDAQ Stock Market. Although the Board of Directors does not have a formal policy with respect to its leadership structure, we believe that currently separating the positions of Chief Executive Officer and Chairman serves as an effective link between management’s role of identifying, assessing and managing risks and the Board of Directors’ role of risk oversight. Although Citizens believes that the separation of the Chairman and Chief Executive Officer roles is appropriate under current circumstances, it will continue to review this issue periodically to determine whether, based on the relevant facts and circumstances, combining these offices would serve our best interests and the best interests of our shareholders.
The Board’s Role in Risk Oversight
The role of our Board of Directors in Citizens’ risk oversight process includes receiving reports from members of our senior management on areas of material risk to Citizens, including operational, financial, legal and regulatory, strategic and reputational risks. The Board has authorized the Audit Committee to oversee and periodically review Citizens’ enterprise risk assessment and enterprise risk management policies.
We have a standing Nominating Committee. Based on the review described under “Corporate Governance Matters – Director Independence,” our Board of Directors has determined that each member of the Nominating Committee is independent under the applicable standards of the NASDAQ Stock Market.
The Nominating Committee will consider director nominees recommended by shareholders. A shareholder who wishes to recommend a person or persons for consideration as a nominee for election to the Board of Directors must send a written notice by mail, c/o Secretary, Citizens Community Bancorp, Inc., 2174 EastRidge Center, Eau Claire, Wisconsin 54701, that sets forth: (1) the name, address (business and residence), date of birth and principal occupation or employment (present and for the past five years) of each person whom the shareholder proposes to be considered as a nominee; (2) the number of shares of our Common Stock beneficially owned (as defined by section 13(d) of the Securities Exchange Act of 1934) by each such proposed nominee; (3) any other information regarding such proposed nominee that would be required to be disclosed in a definitive proxy statement to shareholders prepared in connection with an election of directors pursuant to section 14(a) of the Securities Exchange Act of 1934 or as is required by the Corporation’s Bylaws; and (4) the name and address (business and residential) of the shareholder making the recommendation and the number of shares of our Common Stock beneficially owned (as defined by section 13(d) of the Securities Exchange Act of 1934) by the shareholder making the recommendation.
We may require any proposed nominee to furnish additional information as may be reasonably required to determine the qualifications of such proposed nominee to serve as a director. Shareholder recommendations will be considered only if received in accordance with the advance notice provisions contained in the Corporation’s Bylaws.
The Nominating Committee will consider any nominee recommended by a shareholder in accordance with the preceding paragraph under the same criteria as any other potential nominee. The Nominating Committee believes that a nominee recommended for a position on our Board of Directors must have an appropriate mix of director characteristics, experience, diverse perspectives and skills. Qualifications of a prospective nominee that may be considered by the Nominating Committee include:
personal integrity and high ethical character;
professional excellence;
accountability and responsiveness;
absence of conflicts of interest;
fresh intellectual perspectives and ideas; and
relevant expertise and experience and the ability to offer advice and guidance to management based on that expertise and experience.
Citizens does not have a formal policy for the consideration of diversity by the Nominating Committee in identifying nominees for director. Diversity is one of the factors the Nominating Committee may consider and in this respect diversity may include race, gender, national origin or other characteristics.
As noted above, James R. Lang was appointed as a director on November 29, 2012. He was recommended for appointment as a director by a non-management director.
Communications between Shareholders and the Board of Directors
Our shareholders may communicate with the Board or any individual director by directing such communication to our Secretary at the address of our corporate headquarters, 2174 EastRidge Center, Eau Claire, Wisconsin 54701. Each such communication should indicate that the sender is a shareholder of the Corporation and that the sender is directing the communication to one or more individual directors or to the Board as a whole.
All communications will be compiled by our Secretary and submitted to the Board of Directors or the individual directors on a monthly basis unless such communications are considered, in the reasonable judgment of our Secretary, to be improper for submission to the intended recipient(s). Examples of shareholder communications that would be considered improper for submission include, without limitation, customer complaints, solicitations, communications that do not relate directly or indirectly to Citizens or our business or communications that relate to improper or irrelevant topics. Our Secretary may also attempt to handle a communication directly where appropriate, such as where the communication is a request for information about Citizens or where it is a stock-related matter.
Attendance of Directors at Annual Meetings of Shareholders
We do not have a formal policy regarding the attendance of our directors and nominees for election as directors at our annual meeting of shareholders. However, we expect that all of our directors and nominees for election as directors at our annual meeting of shareholders will attend the annual meeting, absent a valid reason, such as a schedule conflict. All of our nominee and incumbent directors, who were directors at such time, attended the annual meeting of shareholders held on February 23, 2012.
Code of Business Conduct and Ethics
We have adopted a Code of Business Conduct and Ethics that applies to all of our employees, including our Chief Executive Officer and Principal Accounting Officer. A copy of the Code of Business Conduct and Ethics is available free of charge by contacting Edward H. Schaefer, our President and Chief Executive Officer, at (715) 836-9994 and has been filed with the Commission as Exhibit 14 to our Annual Report on Form 10-K for the fiscal year ended September 30, 2010, which was filed with the Commission on December 23, 2010.
The Audit Committee is currently comprised of three members of our Board of Directors. Based upon the review described above under “Corporate Governance Matters – Director Independence,” our Board of Directors has determined that each member of the Audit Committee is independent as defined in the applicable standards of the NASDAQ Stock Market and the rules of the Commission. The duties and responsibilities of our Audit Committee are set forth in the Audit Committee Charter.
The Audit Committee has:
reviewed and discussed our audited financial statements for the fiscal year ended September 30, 2012 with our management and with our independent auditors;
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received and discussed with our independent auditors the written disclosures and the letter from our independent auditors required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent auditor’s communications with the audit committee concerning independence.
Based on such review and discussions with management and with the independent auditors, the Audit Committee recommended to our Board of Directors that the audited financial statements be included in our Annual Report on Form 10-K, for the fiscal year ended September 30, 2012, for filing with the Commission.
AUDIT COMMITTEE:
David B. Westrate – Chairman
Richard McHugh
Brian R. Schilling
Fees of Independent Registered Public Accounting Firm
The following table summarizes the fees we were billed for audit and non-audit services rendered by our independent auditors, Baker Tilly Virchow Krause, LLP, during fiscal years 2012 and 2011.
Service Type | Fiscal Year Ended September 30, 2012 | Fiscal Year Ended September 30, 2011 | ||||||
Audit Fees (1) | $ | 134,632 | $ | 116,745 | ||||
Tax Fees (2) | 37,183 | 30,416 | ||||||
All Other Fees (3) | — | — | ||||||
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Total Fees Billed | $ | 171,815 | $ | 147,161 | ||||
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The Audit Committee of our Board of Directors considered that the provision of the services and the payment of the fees described above are compatible with maintaining the independence of Baker Tilly Virchow Krause, LLP.
The Audit Committee is responsible for reviewing and pre-approving any non-audit services to be performed by our independent auditors. The Audit Committee has adopted an Audit and Non-Audit Services Pre-Approval Policy. The Audit Committee reviews and, if appropriate, approves non-audit service engagements in accordance with the terms of such policy, taking into account the proposed scope of the non-audit services, the proposed fees for the non-audit services, whether the non-audit services are permissible under applicable law or regulation and the likely impact of the non-audit services on the independence of the independent auditors.
Each new engagement of our independent auditors to perform non-audit services set forth in the table above has been approved in advance by the Audit Committee pursuant to the foregoing procedures.
Audit Committee Financial Expert
Our Board of Directors has determined that at least one of the members of our Audit Committee qualifies as an “audit committee financial expert” as defined by the rules of the Commission. Brian R. Schilling qualifies as an “audit committee financial expert” based on his work experience and duties as Principal of Bauman Associates, Ltd., a certified public accounting firm.
PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
Our Audit Committee has appointed Baker Tilly Virchow Krause, LLP as the independent registered public accounting firm to audit the Corporation’s consolidated financial statements for the fiscal year ending September 30, 2013. Unless otherwise directed, proxies will be voted inFAVOR of the ratification of such appointment.
Although this appointment is not required to be submitted to a vote of shareholders, our Board of Directors believes it appropriate as a matter of policy to request that our shareholders ratify the appointment. If shareholder ratification is not received, the Board of Directors will reconsider the appointment, and may retain that firm or another firm without resubmitting the matter to the Corporation’s shareholders. Even if the appointment is ratified, the Audit Committee may, in its discretion, direct the appointment of a different firm at any time during the fiscal year if it determines that such change would be in the Corporation’s best interests.
It is not expected that a representative of Baker Tilly Virchow Krause, LLP will be present at the Annual Meeting. Company Management will be available to respond to relevant questions.
If a quorum exists, the approval of the ratification of Baker Tilly Virchow Krause, LLP requires the affirmative vote of a majority of the shares of Common Stock represented at the Annual Meeting, in person or by proxy, and entitled to vote thereon. Abstentions and broker non-votes will not count toward the determination of whether this proposal is approved.
Name | Age | Current Position | Other Positions | |||||
Edward H. Schaefer | 52 | Chief Executive Officer | Mr. Schaefer served as a consultant to the Corporation from October 1, 2009 until January 4, 2010. Mr. Schaefer was with Silver Spring Foods/Huntsinger Farms, a farming and food manufacturing company specializing in the production of horseradish, mustard and sauces, from May 2000 until October 2009, the last seven years serving as its President/Chief Executive Officer. For the twelve years prior to Silver Spring Foods/Huntsinger Farms, Mr. Schaefer held positions of Vice-President and President of various Norwest Bank entities, most recently as President of Norwest Bank/Wells Fargo, in Eau Claire, Wisconsin. |
Name | Age | Current Position | Other Positions | |||||
Mark C. Oldenberg | 44 | Chief Financial Officer and Principal Accounting Officer of the Corporation and the Bank since September 29, 2011. | Mr. Oldenberg served as the Chief Financial Officer and Chief Risk Officer of Security Financial Bank of Durand, Wisconsin from March 2008 to September 2011. Prior to joining Security Financial Bank, Mr. Oldenberg served as the Chief Financial Officer of Fidelity National Bank in Medford, Wisconsin from December 2002 through March 2008. Mr. Oldenberg also served as Vice President and Controller of Heritage Bank in Spencer, Wisconsin from May 1999 through December 2002. |
12, 2015.
Name Principal Shareholders: Phil Lifschitz (1) JF Capital Management, LLC (2) Horwitz and Associates, Inc. (3) Directors and Executive Officers: Richard McHugh (4) Michael L Swenson (5) Brian R Schilling (6) David B Westrate (7) Timothy A Nettesheim (8) James R Lang (9) Edward H Schaefer (10) Mark C Oldenberg (11) All directors (including nominees) and executive officers as a group (8 persons) Shares of Common
Stock Beneficially
Owned Percent of Common
Stock Beneficially
Owned 340,338 6.61 % 409,858 7.97 % 322,118 6.26 % 208,176 4.05 % 2,000 * 14,991 * 135,244 2.63 % 15,700 * 21,980 * 42,456 * 3,500 * 444,047 8.63 %
Name | Shares of Common Stock Beneficially Owned | Percent of Common Stock Beneficially Owned | ||||
Principal Shareholders: | ||||||
Phil Lifschitz (1) | 400,599 | 7.71 | % | |||
FJ Capital Management, LLC (2) | 364,152 | 7.01 | % | |||
Directors and Executive Officers: | ||||||
Richard McHugh (3) | 208,278 | 4.00 | % | |||
Michael L Swenson (4) | 2,000 | * | ||||
Brian R Schilling (5) | 14,991 | * | ||||
David B Westrate (6) | 135,244 | 2.60 | % | |||
Timothy A Nettesheim (7) | 23,500 | * | ||||
James R Lang (8) | 32,467 | * | ||||
Edward H Schaefer (9) | 74,804 | 1.43% | ||||
Mark C Oldenberg (10) | 17,760 | * | ||||
All directors (including nominees) and executive officers as a group (8 persons) | 509,044 | 9.67 | % |
(4) Consists of 34,31234,414 shares of our Common Stock held by Mr. McHugh’s spouse, of which 264280 shares are held by his spouse as custodian for her grandchildren (Mr. McHugh disclaims beneficial ownership of the shares held by his spouse)spouse except to the extent of his pecuniary interest therein), 159,624 shares of our Common Stock owned directly by Mr. McHugh and 14,240 shares of our Common Stock subject to stock options.
(5)
(6)
(7)
2,866 shares of our Common Stock held by Northshore Partnership Ltd. (“Northshore”). Under the rules of the Commission, Mr. Westrate may be deemed to have voting and dispositive power as to the shares held by each of Oakdale, Scanton and Northshore since Mr. Westrate is an officer, director and equity owner of each of such entities.
(8)
(9)Nettesheim, 22,000 shares of which are held in his self-directed IRA.
(10)
(11)
Oldenberg and 4,584 shares of our Common Stock subject to stock options.
August 7, 2014 and August 11, 2014.
Name and Principal Position | Fiscal Year | Salary | Bonus (1) | Option Awards (2) | Stock Awards (3) | All Other Compensation (4) | Total | |||||||||||||||||||||
Edward H. Schaefer | 2012 | $ | 275,556 | $ | — | $ | — | $ | — | $ | 7,717 | $ | 283,273 | |||||||||||||||
CEO and Principal Executive Officer | 2011 | $ | 264,000 | $ | — | $ | 102,396 | $ | 106,435 | $ | 7,154 | $ | 479,985 | |||||||||||||||
Mark C. Oldenberg | 2012 | $ | 118,154 | $ | — | $ | 8,550 | $ | 14,125 | $ | 3,600 | $ | 144,429 | |||||||||||||||
CFO and Principal Accounting Officer (5) | 2011 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — |
Name and Principal Position | Fiscal Year | Salary | Bonus (1) | Option Awards (2) | Stock Awards (3) | All Other Compensation (4) | Total | |||||||||||||||||||
Edward H. Schaefer | 2014 | $ | 271,991 | $ | 41,000 | $ | 37,800 | $ | 80,000 | $ | 11,726 | $ | 442,517 | |||||||||||||
CEO and Principal Executive Officer | 2013 | $ | 266,132 | $ | — | $ | 35,914 | $ | 88,065 | $ | 11,276 | $ | 401,387 | |||||||||||||
Mark C. Oldenberg | 2014 | $ | 148,440 | $ | 25,000 | $ | 18,900 | $ | 40,000 | $ | 6,383 | $ | 238,723 | |||||||||||||
CFO and Principal Accounting Officer | 2013 | $ | 132,416 | $ | — | $ | 1,550 | $ | 31,604 | $ | 5,450 | $ | 171,020 |
1. | For fiscal |
2. | These amounts reflect the grant date fair value of option awards granted in the applicable fiscal year, computed in accordance with Accounting Standards Codification Topic 718-10 (formerly FAS 123(R). We calculate the grant date fair value of option awards using the Black-Sholes option pricing model. For purposes of this calculation, the impact of forfeitures is excluded until they actually occur. The other assumptions made in valuing option awards are included under the caption “Note 12 – Stock-Based Compensation” in the Notes to our Consolidated Financial Statements in the fiscal year |
3. | These amounts reflect the grant date fair value of restricted stock awards granted in the applicable fiscal year, computed in accordance with Accounting Standards Codification Topic 718-10 (formerly FAS 123(R), excluding estimated forfeitures. The assumptions made in valuing stock awards are included under the caption “Note 12 – Stock-Based Compensation” in the Notes to our Consolidated Financial Statements in the fiscal year |
4. | The table below shows the components of this column, which include our match for each individual’s 401(k) plan contributions and |
Name and Principal Position | Fiscal Year | 401(k) Match | Life Insurance | Total “All Other Compensation” | ||||||||||||
Edward H. Schaefer | 2012 | $ | 7,717 | $ | — | $ | 7,717 | |||||||||
CEO and Principal Executive Officer | 2011 | $ | 6,499 | $ | 655 | $ | 7,154 | |||||||||
Mark C. Oldenberg | 2012 | $ | 3,600 | $ | — | $ | 3,600 | |||||||||
CFO and Principal Accounting Officer | 2011 | $ | — | $ | — | $ | — |
Name and Principal Position | Fiscal Year | 401(k) Match | Unvested Restricted Stock Cash Dividends | Total “All Other Compensation” | ||||||||||
Edward H. Schaefer | 2014 | $ | 10,348 | $ | 1,378 | $ | 11,726 | |||||||
CEO and Principal Executive Officer | 2013 | $ | 10,645 | $ | 631 | $ | 11,276 | |||||||
Mark C. Oldenberg | 2014 | $ | 5,938 | $ | 445 | $ | 6,383 | |||||||
CFO and Principal Accounting Officer | 2013 | $ | 5,297 | $ | 153 | $ | 5,450 |
Additionally, on July 2, 2012, our Compensation Committee issued stock options to purchase 5,000 shares of our Common Stock to Mr. Oldenberg. These option shares vest pro rata over a five year period: 20% of the shares vest on the anniversary date of the grant date. None of the option shares were vested on September 30, 2012.2014. The option shares have an exercise price of $5.65$8.00 per share and expire on the ten year anniversary of the grant date. On each of June 14, 2011 and September 30, 2011, Mr. Schaefer was issued stock options to purchase 23,219 shares of our Common Stock by our Compensation Committee, of which each of the two awards of the option shares vest pro rata over a five year period: 20% of the shares vest on each of each anniversary date of the grant date. As of September 30, 2011, 9,288 option shares were vested. The option shares have an exercise price of $5.48 and $5.00 for the stock options granted on June 14, 2011 and September 30, 2011, respectively. All of the options expire on the ten year anniversary of the grant date.
Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units That Have Not Vested ($)(1) | ||||||||||||||||||
Edward H. Schaefer (2) | 4,644 | 18,575 | 5.48 | 6/14/2021 | 8,125 | $ | 47,938 | |||||||||||||||||
Edward H. Schaefer (3) | 4,644 | 18,575 | 5.00 | 9/30/2021 | 8,125 | $ | 47,938 | |||||||||||||||||
Mark C. Oldenberg (4) | 0 | 5,000 | 5.65 | 7/02/2022 | 2,500 | $ | 14,750 |
Option Awards | Stock Awards | |||||||||||||||||
Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units That Have Not Vested ($)(1) | ||||||||||||
Edward H. Schaefer (2) | 13,932 | 9,287 | 5.48 | 6/14/2021 | 4,063 | $ | 35,958 | |||||||||||
Edward H. Schaefer (3) | 13,932 | 9,287 | 5.00 | 9/30/2021 | 4,063 | $ | 35,958 | |||||||||||
Mark C. Oldenberg (4) | 2,000 | 3,000 | 5.65 | 7/2/2022 | 1,500 | $ | 13,275 | |||||||||||
Edward H. Schaefer (5) | 4,644 | 18,575 | 5.56 | 10/31/2022 | 8,125 | $ | 71,906 | |||||||||||
Edward H. Schaefer (6) | 292 | 1,170 | 6.12 | 1/24/2023 | 4,131 | $ | 36,559 | |||||||||||
Mark C. Oldenberg (6) | 292 | 1,170 | 6.12 | 1/24/2023 | 4,132 | $ | 36,568 | |||||||||||
Edward H. Schaefer (7) | — | 20,000 | 8.00 | 1/24/2024 | 10,000 | $ | 88,500 | |||||||||||
Mark C. Oldenberg (7) | — | 10,000 | 8.00 | 1/24/2024 | 5,000 | $ | 44,250 |
stock that have not vested as of such date.
a base salary established byparticipate in our Boardbonus plans and stock incentive plan;
participation in an equitable manner along with our otherthese executive officers is eligible to participate in discretionary bonuses as authorizedany medical, health, dental, disability and declared bylife insurance policy that we maintain for the Compensation Committee of our Board;
participation in our equity incentive plans at the discretion of the Compensation Committee of our Board;
participation in our other pension, profit-sharing, life, health and fringe benefit programs in which all of our other full timesenior management;
for a period equal to eighteen months thereafter in the event Mr. Schaefer’scase of Edward H. Schaefer and 12 months thereafter in the case of Mark C. Oldenberg and has agreed to maintain the confidentiality of our proprietary information and trade secrets during the term of employment and for eighteen months thereafter in the case of Edward H. Schaefer and 12 months thereafter in the case of Mark C. Oldenberg; and
Effective October 31, 2012, Citizens entered into a letter agreement with Mr. Schaefer, amending the employment agreement, which was previously amended by a letter agreement dated September 30, 2011. Under the terms of the Employment Agreement, as previously amended, Mr. Schaefer’s employment with the Company was to continue until December 31, 2013. The Letter Agreement extends the term of Mr. Schaefer’s employment with the Company until December 31, 2014.
$17,000 and $16,500$17,500 ($22,500 and $22,00023,000 for employees over 50 years of age) for each of calendar year 2012years 2014 and 2011,2013, respectively. We match each contribution in an amount equal to 100% of the participant’s 401(k) deferrals for the year up to 4% of their salary, provided the participant must contribute a minimum of 4% of his or her salary as a condition to receiving the matching contribution. All contributions made by participants are before-tax contributions. All participant contributions and earnings are fully and immediately vested.Supplemental Executive Retirement Plan
We maintain a Supplemental Executive Retirement Plan (“SERP”), which provides benefits to certain key employees selected by the Compensation Committee upon retirement, including our named executive officers. This plan was established as an unfunded, non-contributory defined benefit plan under which we would pay supplemental pension benefits to certain key employees upon retirement. Benefits were based on a formula that includes a participant’s past and future earnings and years of service. Effective May 2009, we suspended the accrual of benefits to participants under the SERP and effective as of September 30, 2009 all future benefits under the SERP were discontinued. Mr. Schaefer has never been a participant in the SERP. Accordingly, as of September 30, 2012 none of our named executive officers had any accumulated benefit under the SERP.
2015.and the 2004 Recognition andFederal.Federal N.A. Upon the death or disability of the participant or upon a change of control of Citizens Community Bancorp, Inc., these awards become 100% exercisable or vested.DIRECTOR COMPENSATIONEach the ratification of such appointment.non-employee directors, exceptshareholders, our ChairmanBoard of Directors believes it appropriate as a matter of policy to request that our shareholders ratify the appointment. If shareholder ratification is not received, the Board of Directors will reconsider the appointment, and Vice-Chairman, receives an annual retainer of $12,000. Our Chairman receives an annual retainer of $18,000 and our Vice-Chairman receives an annual retainer of $14,000. Additionally, each director receives $1,000 for each Board meeting attended. In additionmay retain that firm or another firm without resubmitting the matter to the foregoing amounts,Corporation’s shareholders. Even if the membersappointment is ratified, the Audit Committee may, in its discretion, direct the appointment of a different firm at any time during the fiscal year if it determines that such a change would be in the Corporation’s best interests.Compensation Committee and Audit Committee each receive an additional annual retainer of $3,000. Moreover,auditor.chairman of each of our Compensation Committee and Audit Committee receive an additional $500 per meeting for attendance at each meetingapproval of the Compensation Committeeratification of Baker Tilly Virchow Krause, LLP requires the affirmative vote of a majority of the shares of Common Stock represented at the Annual Meeting, in person or by proxy, and Audit Committee.We maintainentitled to vote thereon. Abstentions and broker non-votes will not count toward the determination of whether this proposal is approved.Director Retirement Plan, which is an unfunded, non-contributory defined benefit plan, providing for supplemental pension benefits for our directors. Benefits are based on a formula that includes participants’ past and future earnings and yearsvote FOR the ratification of service with Citizens. This retirement plan is administered by the Compensation Committee, which selects participants in the plan. Director McHugh is credited with one month of service under the plan for each month served since August 1, 2002. The remaining directors are credited with one month of service under the plan for every two months of service since August 1, 2002. The benefits under the plan are monthly paymentsBaker Tilly as Citizens' independent registered public accounting firm for the lesser of 120 months or actual months of service under the plan, rounded up to the next full quarter end. Non-employee directors McHugh, Westrate and Schilling are participants in the plan. Mr. Nettesheim, Mr. Swenson, and Mr. Lang are not participants in the plan. Director McHugh has quarterly benefits of $4,500 per quarter, and non-employee directors Westrate and Schilling have quarterly benefits of $2,000 per quarter. Unless a vesting schedule is included in a participant’s plan agreement, each participating director is fully vested in the benefits under the plan upon executing the plan agreement. The benefits under the plan are unfunded and unsecured and are merely promised by Citizens. We are under no obligation to fund the plan in advance; however, if we chose to do so, such funded amounts would be automatically expensed at the time of funding. We accrue for the new liability under this plan based on a present value calculation. Benefits are expensed on a straight line basis over the remaining months until eligible retirement. Effective as offiscal year ending September 30, 2009, no director elected or selected (that was not an existing director as of such date) to become a director of Citizens after that date is eligible to participate in the Director Retirement Plan. All benefits owing our directors under this plan are vested. As of September 30, 2012, the accumulated present value of the benefit accrued under this plan for each of Mr. McHugh, Mr. Westrate and Mr. Schilling was $200,287, $64,610 and $52,283, respectively.Director Summary Compensation Table
The following table summarizes the director compensation for fiscal year 2012 for all of our non-employee directors.
Name | Fees Earned or Paid in Cash ($) | Option Awards (1) | Stock Awards (2) | Non-Qualified Deferred Compensation Earnings ($)(3) | Total ($) | |||||||||||||||
Richard McHugh | $ | 38,000 | $ | — | $ | — | $ | 6,642 | $ | 44,642 | ||||||||||
David B. Westrate | $ | 36,500 | $ | — | $ | — | $ | 1,511 | $ | 38,011 | ||||||||||
Brian R. Schilling | $ | 31,000 | $ | — | $ | — | $ | 4,639 | $ | 35,639 | ||||||||||
Timothy A. Nettesheim | $ | 34,000 | $ | — | $ | — | $ | — | $ | 34,000 | ||||||||||
Michael L. Swenson | $ | 29,000 | $ | — | $ | — | $ | — | $ | 29,000 |
TRANSACTIONS WITH RELATED PERSONS
The Bank has a written policy of granting loans to officers and directors. Loans to directors and executive officers are made in the ordinary course of business and on substantially the same terms and conditions, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to Citizens, in accordance with the Bank’s underwriting guidelines, and do not involve more than the normal risk of collectability or present other unfavorable features.
Timothy A. Nettesheim is a director and a shareholder of Reinhart. Reinhart serves as our outside legal counsel. During fiscal 2012, Citizens paid Reinhart approximately $344,200 for legal services. We believe that the amounts paid to Reinhart are no greater than the fair market value of the services received.
20122014 will be made available, without charge, to any person entitled to vote at the Annual Meeting. Written requests should be directed to Edward H. Schaefer, President and Chief Executive Officer of Citizens Community Bancorp, Inc., 2174 EastRidge Center, Eau Claire, Wisconsin 54701.20142016 Proxy Statement in accordance with Rule 14a-8 must submit the proposal in writing to Edward H. Schaefer, President and Chief Executive Officer;Officer, Citizens Community Bancorp, Inc., 2174 EastRidge Center, Eau Claire, Wisconsin 54701. We must receive a proposal by September 20, 201328, 2015 (120 days prior to the anniversary of the mailing date of this Proxy Statement) in order to consider it for inclusion in our 20142016 Proxy Statement.20142016 annual meeting, but that are to be presented by the shareholder from the floor are subject to the advance notice provisions in our Bylaws. According to our Bylaws, in order to be properly brought before the meeting, a proposal not intended for inclusion in our proxy materials must be received at our principal offices after September 20, 201328, 2015 (120 days prior to the anniversary of the mailing date of this Proxy Statement) and before October 20, 201328, 2015 (90 days prior to the anniversary of the mailing date of this Proxy Statement), except with respect to director nominations. The notice must set forth the following: (a) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting; (ii) the name and address of the shareholder proposing such business, as they appear on the Corporation’s books, and of the beneficial owner, if any, on whose behalf the proposal is made; (iii) the class and number of shares of the Corporation’s capital stock that are beneficially owned or of record by such shareholder and the underlying beneficial owner;owner, if different; (iv) a description of all arrangements or understandings between such shareholder and any other person or persons (including their names) in connection with the proposal of such business by such shareholder and any material interest of such shareholder in such business; and (v) a representation that such shareholder intends to appear in person or by proxy at the annual meeting to bring such business before the meeting.owner;owner, if different; (iii) a description of all arrangements or understandings between such shareholder and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by such shareholder; (iv) a representation that such shareholder intends to appear in person or by proxy at the meeting to nominate the persons named in his, her or its notice; and (v) any other information relating to such shareholder that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Regulation 14A under the Exchange Act or any successor rule or regulation. Such notice must be accompanied by a written consent of each proposed nominee to be named as a nominee and to serve as a director of Citizens if elected.20142016 Annual Meeting of Shareholders will have the right to exercise discretionary voting power with respect to such proposal.President and CEO18, 2013REVOCABLE PROXYCITIZENS COMMUNITY BANCORP, INC.ANNUAL MEETING OF SHAREHOLDERSFEBRUARY 26, 2015 2013 – 4:00 p.m., LOCAL TIMETHIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby appoints Richard McHugh as the official Proxy Committee of the Board of Directors with full powers of substitution, as attorneys and proxies for the undersigned, to vote all share of common stock of Citizens Community Bancorp, Inc., which the undersigned is entitled to vote at the annual meeting of shareholders (“Meeting”), to be held at the Eau Claire Golf and Country Club located at 828 Clubview Lane, Altoona, WI 54720, on Thursday, February 21, 2013, at 4:00 p.m., local time, and at any and all adjournments thereof. The Board of Directors recommends a vote “FOR” the listed proposals. The 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 each of the proposals set forth herein. Should a director nominee be unable to serve as a director, an event that Citizens Community Bancorp, Inc. does not currently anticipate, the persons named in this proxy reserve the right, in their discretion, to vote for a substitute nominee designated by the Board of Directors. THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS PROXY WILL BE VOTED FOR THE PROPOSALS STATED. IF ANY OTHER BUSINESS IS PRESENTED AT SUCH MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED IN THIS PROXY IN THEIR BEST JUDGEMENT. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE MEETING. This proxy may be revoked at any time before it is voted by delivering to the Secretary of Citizens Community Bancorp, Inc., on or before the taking of the vote at the annual meeting, a written notice of revocation bearing a later date than the proxy or a later dated proxy relating to the same shares of Citizens Community Bancorp, Inc. common stock, or by attending the annual meeting and voting in person. Attendance at the annual meeting will not in itself constitute the revocation of a proxy. If this proxy is properly revoked as described above, then the power of such attorneys and proxies shall be deemed terminated and of no further force and effect.PLEASE COMPLETE, DATE, SIGN, AND MAIL THIS PROXY CARD PROMPTLY IN THE ENCLOSEDPOSTAGE-PAID ENVELOPE OR PROVIDE YOUR INSTRUCTIONS TO VOTE VIATHE INTERNET OR BY TELEPHONE.(Continued, and to be marked, dated and signed, on the other side)À FOLD AND DETACH HERE ÀCITIZENS COMMUNITY BANCORP, INC. – ANNUAL MEETING, FEBRUARY 21, 2013YOUR VOTE IS IMPORTANT!Annual Meeting Materials are available on-line at:http://www.cfpproxy.com/6089You can vote in one of three ways:1. Call toll free1-888-790-0575 on a touch tone phone. There isNO CHARGE to you for this call.or2. Via the Internet athttp://www.rtcoproxy.com/czwiand follow the instructions.or3. Mark, sign and date your form and return it promptly in the enclosed envelope.PLEASE SEE REVERSE SIDE FOR VOTING INSTRUCTIONS6089z{xPLEASE MARK VOTESAS IN THIS EXAMPLEREVOCABLE PROXYCITIZENS COMMUNITY BANCORP, INC.Annual Meeting of ShareholdersFEBRUARY 21, 2013ForWith-holdFor AllExceptForAgainstAbstain1. The election as director of the nominees listed below. (except as marked to the contrary below).Nominees:¨¨¨ 2. The approval of Baker Tilly Virchow Krause, LLP as the Company’s independent registered public accounting firm for the year ending September 30, 2013.¨¨¨ (01) Timothy A. Nettesheim (02) James R. Lang 3. In his discretion, to transact such other business as may properly come before the meeting or any adjournment or postponement thereof.For¨Against¨Abstain¨INSTRUCTION: To withhold authority to vote for any nominee(s), mark “For All Except” and write that nominee(s’) name(s) or number(s) in the space provided below.THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1, 2 AND 3.The undersigned acknowledges receipt from Citizens Community Bancorp, Inc., prior to the execution of this proxy, the Notice of Annual Meeting, a Proxy Statement and Citizens Community Bancorp, Inc.’s 2012 Annual Report to Shareholders.Mark here if you plan to attend the meeting¨Mark here for address change and note change¨Please be sure to date and signthis proxy card in the box below. DateSign aboveCo-holder (if any) sign above Please sign exactly as your name appears on this proxy card. When signing as attorney, executor, administrator, trustee or guardian, please give your full title. If shares are held jointly, only one signature is required.xyIF YOU WISH TO PROVIDE YOUR INSTRUCTIONS TO VOTE BY TELEPHONE OR INTERNET, PLEASE READ THE INSTRUCTIONS BELOW¿FOLD AND DETACH HERE IF YOU ARE VOTING BY MAIL¿PROXY VOTING INSTRUCTIONSShareholders of record have three ways to vote:1.By Telephone (using a Touch-Tone Phone); or2.By Internet; or3.By Mail.A telephone or internet vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed, dated and returned this proxy. Please note telephone and Internet votes must be cast prior to 3 a.m., February 21, 2013. It is not necessary to return this proxy if you vote by telephone or internet.Vote by TelephoneVote by Internet(use the control number at the bottom of the form)Call Toll-Free on a touch-tone phone any time prior to3:00 a.m. (eastern time) on February 21, 2013:1-888-790-0575(use the control number at the bottom of the form) anytime prior to3:00 a.m. (eastern time) on February 21, 2013 go to:http://www.rtcoproxy.com/czwiPlease note that the last vote received, whether by telephone, Internet or by mail, will be the vote counted.ON-LINE ANNUAL MEETING MATERIALS:http://www.cfpproxy.com/6089Control #Your vote is important!
CONFIDENTIAL
401(K) PLAN VOTE AUTHORIZATION
CITIZENS COMMUNITY BANCORP, INC.
ANNUAL MEETING OF SHAREHOLDERS
FEBRUARY 21, 2013, 4:00 P.M. LOCAL TIME
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Richard McHugh as the official Proxy Committee of the Board of Directors with full powers of substitution, as attorneys and proxies for the undersigned, to vote all share of common stock of Citizens Community Bancorp, Inc., which the undersigned is entitled to vote at the annual meeting of shareholders (“Meeting”), to be held at the Eau Claire Golf and Country Club located at 828 Clubview Lane, Altoona, WI 54720, on Thursday, February 21, 2013, at 4:00 p.m., local time, and at any and all adjournments thereof. The Board of Directors recommends a vote “FOR” the listed proposals.
The 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 each of the proposals set forth herein.
Should a director nominee be unable to serve as a director, an event that Citizens Community Bancorp, Inc. does not currently anticipate, the persons named in this proxy reserve the right, in their discretion, to vote for a substitute nominee designated by the Board of Directors.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS PROXY WILL BE VOTED FOR THE PROPOSALS STATED. IF ANY OTHER BUSINESS IS PRESENTED AT SUCH MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED IN THIS PROXY IN THEIR BEST JUDGEMENT. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE MEETING.
This proxy may be revoked at any time before it is voted by delivering to the Secretary of Citizens Community Bancorp, Inc., on or before the taking of the vote at the annual meeting, a written notice of revocation bearing a later date than the proxy or a later dated proxy relating to the same shares of Citizens Community Bancorp, Inc. common stock, or by attending the annual meeting and voting in person. Attendance at the annual meeting will not in itself constitute the revocation of a proxy. If this proxy is properly revoked as described above, then the power of such attorneys and proxies shall be deemed terminated and of no further force and effect.
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS VOTE AUTHORIZATION FORM PROMPTLY IN THE
ENCLOSED POSTAGE-PAID ENVELOPE OR PROVIDE YOUR INSTRUCTIONS TO VOTE VIA
THE INTERNET OR BY TELEPHONE.
(Continued, and to be marked, dated and signed, on the other side)
À FOLD AND DETACH HERE À
CITIZENS COMMUNITY BANCORP, INC. – ANNUAL MEETING, FEBRUARY 21, 2013
YOUR VOTE IS IMPORTANT!
Annual Meeting Materials are available on-line at:
http://www.cfpproxy.com/6089
You can vote in one of three ways:
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this call.
or
2. Via the Internet athttp://www.rtcoproxy.com/czwiand follow the instructions.
or
3. Mark, sign and date your form and return it promptly in the enclosed envelope.
PLEASE SEE REVERSE SIDE FOR VOTING INSTRUCTIONS
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Shareholders of record have three ways to vote:
1. By Mail; or
2. By Telephone (using a touch-tone phone); or
3. By Internet.
A telephone or Internet vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed, dated and returned this vote authorization form. Please note telephone and Internet votes must be cast prior to 3:00 a.m., February, 21, 2013. It is not necessary to return this vote authorization form if you vote by telephone or Internet.
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Please note that the last vote received, whether by telephone, Internet or by mail, will be the vote counted.
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¿ Detach above card, sign, date and mail in postage paid envelope provided. ¿
CITIZENS COMMUNITY BANCORP, INC.
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IF YOUR ADDRESS HAS CHANGED, PLEASE CORRECT THE ADDRESS IN THE SPACE PROVIDED BELOW AND RETURN THIS PORTION WITH THE PROXY IN THE ENVELOPE PROVIDED.
Proxy Materials are available on-line at:
http://www.cfpproxy.com/6089
6089