AMENDED PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION – DATED APRIL 9, 2021
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
(Rule 14a-101)
Proxy Statement Pursuant to sectionSection 14(a) of
the Securities Exchange Act of 1934
(Amendment No. )1)
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PEOPLES FINANCIAL CORPORATION
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AMENDED PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION – DATED APRIL 9, 2021
April 15, 2021
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of Shareholders (the "Annual Meeting") of Peoples Financial Corporation (the "Company") on Wednesday, May 19, 2021 at 6:30 p.m. Central Time, at the Company's offices located in The Swetman Building at The Peoples Bank, Suite 204, 727 Howard Avenue, Biloxi, Mississippi, 39530.
This year’s meeting will be unlike any that the Company has had before. For the first time, a group of related shareholders composed of Stilwell Activist Investments, L.P., Stilwell Activist Fund, L.P., Stilwell Value Partners VII, L.P. Stilwell Value LLC, and Joseph D. Stilwell (collectively, “Stilwell Group”), has decided to conduct an adversarial proxy contest in order to nominate at least one individual for election to the Board Directors of our Company at the Annual Meeting outside of the typical nomination process.
THE COMPANY’S BOARD OF DIRECTORS STRONGLY OPPOSES THE STILWELL GROUP’S PROXY SOLICITATION AND URGES YOU NOT TO SIGN OR RETURN ANY GREEN PROXY CARD SENT TO YOU BY THE STILWELL GROUP. Even voting to “Withhold” a vote on the nominee or nominees of the Stilwell Group by signing and returning the GREEN PROXY CARD could invalidate any vote a shareholder may also make “For” the Board’s nominees. Instead, shareholders supporting nominees recommended by your Board of Directors should sign and return the WHITE PROXY CARD that is included in the enclosed materials.
If you have already received and returned the GREEN PROXY CARD from the Stilwell Group, we urge you to change your vote by promptly signing, dating and returning the enclosed WHITE PROXY CARD or voting by internet using the instructions on the WHITE PROXY CARD. Only the latest dated proxy card or vote you submit will be counted.
Our Board unanimously recommends that shareholders vote "FOR" the approval of the six directors that have been nominated by the Board on recommendation from the Nominating Committee, as further described in the enclosed Proxy Statement. All are very well qualified and are long-time members of our Gulf Coast Community. All of the nominees have been directors of The Peoples Bank for some time. Five of the six nominated are currently serving on the Board of the Company.
I am also proud to announce the nomination of Paige Reed Riley for director of the Company as part of the slate of directors nominated by the Board. Paige is well known on the Mississippi Coast for her involvement with the tourism industry and for her leadership of Hillyer House, a nationally recognized, award-winning gallery that features exceptional works of art from local, regional and national artists. She is also the first female nominated for a position on the Board of the Company, although she has served as a member of the Board of Directors of The Peoples Bank since 2018.
AMENDED PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION – DATED APRIL 9, 2021
It is particularly important that you be represented by proxy at the Annual Meeting regardless of the number of shares you own.The Company will expect all shareholders in attendance at the Annual Meeting to observe applicable health and safety guidance with respect to the Coronavirus disease (COVID-19), including social distancing and the wearing of masks. Nevertheless, due to recent health and travel concerns associated with COVID-19, you may determine that it is not advisable for you to attend the Annual Meeting. In that case, you are strongly encouraged to return a completed proxy in the form distributed along with the enclosed notice of meeting and proxy statement. If you expect to attend the Annual Meeting in person, please call Greg Batia, Vice President – Audit, at (228) 435-8673 by 3:00 p.m., Central Time, on Friday, May 14, 2021, to advise us of your plans so the Company can be adequately prepared for the purposes of complying with applicable health and safety guidance.
Your vote is important. Whether or not you plan to attend the Annual Meeting, please vote as soon as possible by RETURNING the enclosed WHITE PROXY CARD. Your vote by proxy will ensure your representation and support at the Annual Meeting regardless of whether or not you attend in person.
We appreciate your prompt attention to this matter, and your continued support of and interest in the Company.
Sincerely yours,
/s/ Chevis C. Swetman
Chairman, President and Chief Executive Officer
AMENDED PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION – DATED APRIL 9, 2021
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
NOTICE IS GIVEN that, pursuant to a call of its Directors, the Annual Meeting of Shareholders of Peoples Financial Corporation (the "Company" or the “Corporation”) will be held in The Swetman Building at The Peoples Bank, Suite 204, 727 Howard Avenue, Biloxi, Mississippi, 39530, on April 22, 2020,May 19, 2021, at 6:30 P.M., local time, for the purpose of considering and voting upon the following matters:
1. | Election of |
2. | Ratification of the appointment of Wipfli LLP, as the independent registered public accounting firm for the |
3. | Transaction of such other business as may properly come before the meeting or any adjournments thereof. |
Only those shareholders of record at the close of business on February 14, 2020,March 31, 2021, will be entitled to notice of, and to vote at, the meeting or any adjournments thereof. Those who attend the meeting in person will be strongly encouraged to observe applicable public health guidance with respect to COVID-19, including wearing masks and socially distancing.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be Held on April 22, 2020May 19, 2021
Pursuant to rules promulgated by the Securities and Exchange Commission (the “SEC”), we are providing access to our proxy materials both by sending you this full set of proxy materials, including a noticeNotice of annual meeting,Annual Meeting, form of Proxy and 20192020 Annual Report to Shareholders, and by notifying you of the availability of our proxy materials on the Internet. The noticeNotice of annual meeting, proxy statement, Annual Meeting, Proxy Statement, the form of ProxyProxy and the 20192020 Annual Report to Shareholders are available at the following website address: https://www.shareholderaccountingsoftware.com/tspweb/peoples/pxsignon.asp. In accordance with the SEC rules, the materials on the site are searchable, readable and printable and the site does not have “cookies” or other tracking devices which identify visitors.
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE ANNUAL MEETING, PLEASE DATE, SIGN AND RETURN PROMPTLY THE ACCOMPANYING PROXY. IF YOU DO ATTEND THE MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE IN PERSON. THE PROXY ALSO MAY BE REVOKED AT ANYTIME PRIOR TO ITS EXERCISE BY WRITTEN NOTICE TO THE SECRETARY OF THE COMPANY OR BY EXECUTION OF A SUBSEQUENTLY DATED PROXY.
| By Order of the Board of Directors /s/ Chevis C. Swetman
1 AMENDED PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION – DATED APRIL 9, 2021
PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
I. General This Proxy Statement is furnished in connection with the solicitation by the Board of Directors of Peoples Financial Corporation (the "Company") of Proxies for the Annual Meeting of Shareholders (the "Annual Meeting") to be held in The Swetman Building at The Peoples Bank, Suite 204, 727 Howard Avenue, Biloxi, Mississippi, 39530, on Those who attend the Annual Meeting in person will be strongly encouraged to observe applicable public health guidance with respect to COVID-19, including wearing masks and socially distancing. The mailing address of the principal executive offices of the Company is P.O. Box 529, Biloxi, Mississippi 39533-0529. The OUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF THE BOARD’S NOMINEES USING THE ENCLOSED WHITE PROXY CARD AND URGES YOU NOT TO SIGN OR RETURN OR VOTE ANY PROXY CARD SENT TO YOU BY OTHER PARTIES.
Shareholders of record of the Company's Common Stock, par value $1.00 per share (the "Common Stock"), at the close of business on
Any person giving a Proxy has the right to revoke it at any time before it is exercised. A shareholder may revoke his or her Proxy (l) by revoking it in person at the Annual Meeting, (2) by written notification to the Secretary of the Company which is received prior to the exercise of the Proxy, or (3) by a subsequent Proxy presented to the Secretary of the Company prior to the exercise of the Proxy. All properly executed Proxies, if not revoked, will be voted as directed. If the shareholder does not direct to the contrary, the shares will be voted "FOR" the nominees listed in Item 1 and "FOR" The cost of soliciting EQ may ask brokerage houses, banks and other custodians and nominees whether other persons are beneficial owners of the Company's common stock. If so, the Company will reimburse brokers, banks and other custodians and nominees for their costs of sending our proxy materials to the beneficial owners of our common stock. As a result of the actions by the Stilwell Group, we estimate we may incur approximately $175,000 of additional expense in furtherance of, and in connection with, the solicitation in excess of that normally spent for an annual meeting, including attorney fees, independent inspector of elections fees, proxy tabulator fees for the tabulations of votes submitted by participants in the Employee Stock Ownership Plan (“ESOP”) and 401(k) Plan of the Company, printer costs incurred in connection with the preparation and filing of preliminary proxy materials with the SEC and the preparation of additional solicitation materials, and the fees of EQ, of which we estimate that approximately $60,000 of expense has been incurred to date. However, this estimate does not include the costs represented by salaries and wages of executive officer employees of the Company engaged in the solicitation process, costs we would normally incur in an uncontested director election or any costs associated with any potential litigation that may arise in connection with the proxy solicitation. Furthermore, the actual amount of additional expense we may incur could be materially different from what we currently estimate, depending on possible actions that might be taken by the Stilwell Group in connection with this proxy contest. Participants in the Solicitation Under applicable SEC regulations, each of the Company’s directors and director nominees and certain executive officers named in Annex A are deemed to be Participants in this proxy solicitation by virtue of their position as directors and director nominees of the Company or because they may be soliciting proxies on our behalf. For information about our directors, director nominees and our executive officers who may be deemed to be Participants in the solicitation, please see “Item 1: Election of Directors” on page 4 of this Proxy Statement, “Ownership of Equity Securities by Directors and Executive Officers” on page 13 of this Proxy Statement and Annex A to this Proxy Statement. Other than the persons described in this Proxy Statement, no general class of employees of the Company will be employed to solicit stockholders in connection with this proxy solicitation. However, in the course of their regular duties, employees may be asked to perform clerical or ministerial tasks in furtherance of this solicitation. 2 AMENDED PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION – DATED APRIL 9, 2021
The six directors recommended by the Company’s Board of Directors for election at the 2021 Annual Meeting are reflected on the WHITE PROXY CARD accompanying this proxy statement, which is You may have already received a communication from the Stilwell Group asking you to return their GREEN PROXY CARD. THE COMPANY’S BOARD OF DIRECTORS STRONGLY OPPOSES THE STILWELL GROUP’S PROXY SOLICITATION AND URGES YOU NOT TO SIGN OR RETURN ANY GREEN PROXY CARD SENT TO YOU BY THE STILWELL GROUP. Even voting to “Withhold” a vote on the nominee or nominees of the Stilwell Group by signing and returning the GREEN PROXY CARD could invalidate any If you have already returned the GREEN PROXY CARD from the Stilwell Group, you may change your vote by promptly signing, dating and returning the enclosed WHITE PROXY CARD or by voting by internet using the instructions on the WHITE PROXY CARD. Only the latest dated proxy card or vote you submit will be If any other matters do come before the
Proxy Contest Joseph Stilwell and a group of funds he controls (the “Stilwell Group”) has notified the Company that they intend to nominate one person for election as a director at the Annual Meeting. Accordingly, there may be seven nominees for election to the Board, but only six nominees will be elected. The Stilwell Group consists of Stilwell Activist Investments, L.P., together with Stilwell Activist Fund, L.P., Stilwell Value Partners, L.P., Stilwell Value LLC, and Mr. Stilwell. No other nominations of persons for election as directors of the Company were submitted to the Company pursuant to the advance notice provisions of the Company’s Bylaws. The Stilwell Group filed definitive proxy materials with the Securities and Exchange Commission (the “SEC”) on March 29, 2021, that will be sent to shareholders in order to solicit proxies in support of its candidate. The Stilwell Group’s candidate has
3 AMENDED PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION – DATED APRIL 9, 2021 II. Management Proposals
Item 1: Election of Directors The following nominees have been designated by the Nominating Committee and are proposed by the Board of Directors for election at the Annual Meeting. The shares represented by properly executed Proxies will, unless authority to vote is withheld, be voted in favor of these persons.
THE COMPANY’S BOARD OF DIRECTORS STRONGLY OPPOSES THE STILWELL GROUP’S PROXY SOLICITATION AND URGES YOU NOT TO SIGN OR RETURN ANY GREEN PROXY CARD SENT TO YOU BY THE STILWELL GROUP. Even voting to “Withhold” a vote on the nominee or nominees of the Stilwell Group by signing and returning the GREEN PROXY CARD could invalidate any vote a shareholder may want to make “For” the nominees recommended by the Board of Directors. Instead, shareholders wanting to support nominees recommended by the Board of Directors
A majority of the persons nominated are independent as defined in the OTCQX listing standards. No family relationship exists between any director, executive officer or person nominated to become a director of the Company, except that Chevis C. Swetman, Chairman, President and Chief Executive Officer of the Company, is the father of A. Tanner Swetman, an executive officer of the Company.
None of the persons nominated held directorship at any time during the past five years at any
4 AMENDED PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION – DATED APRIL 9, 2021 Ronald G. Barnes Mr. Barnes, age
Padrick D. Dennis Mr. Dennis, age
Jeffrey H. Mr. O’Keefe, age
Paige Reed Riley Ms. Riley, age 60, has served as an independent director of the Bank since 2018 and is being nominated as an independent director of the Company for the first time this year. Her principal residence is in Ocean Springs, MS. She attended Mississippi Gulf Coast Community College with a concentration in management and marketing. Ms. Riley is the owner of Hillyer House, a local gallery which has been in her family since 1970. Under her leadership, Hillyer House has grown into a nationally recognized, award-winning gallery featuring exceptional works of art from local, regional and national artists. She has held leadership positions with a number of professional, community and civic organizations. The Company believes that Ms. Riley’s qualifications to serve on the Board include her executive leadership, management experience and success as a small business owner as well as her involvement with the local tourism industry within the market areas of the Company and the Bank. AMENDED PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION – DATED APRIL 9, 2021
George J. Sliman, III Mr. Sliman, age
Chevis C. Swetman Mr. Swetman, age
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE NOMINEES LISTED ABOVE. Item 2: Appointment of Independent Registered Public Porter Keadle Moore, LLC, (“PKM”) of Atlanta, Georgia, served as the independent registered public accounting firm for the Company from 2006 until October 1, 2019, at which time the firm combined its practice
The Company has been advised that neither During the fiscal years ended December 31, 2020, 2019 and 2018, the Company did not consult with Wipfli with respect to (i) the application of accounting principles to a specified transaction, either completed or proposed; (ii) the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report was provided to the Company nor oral advice was provided that Wipfli concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (iii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K) or a reportable event of the type described in Item 304(a)(1)(v) of Regulation S-K. 6 AMENDED PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION – DATED APRIL 9, 2021
Although not required to do so, the Board of Directors has chosen to submit its appointment of Wipfli LLP for ratification by the Company's shareholders. It is the intention of the person named in the Proxy to vote such Proxy "FOR" the ratification of this appointment. If this proposal does not pass, the Board of Directors will reconsider the matter.
General The Company has a long-standing commitment to strong corporate governance practices. The practices provide an important framework within which our Board of Directors and Management can pursue the strategic objectives of the Company and ensure long-term vitality for the benefit of our shareholders. The cornerstone of our practices is an independent and qualified board of directors. All directors are elected annually by the shareholders, and the membership of all board committees are composed entirely of independent directors. The
Board Messrs.
Board The Company’s Nominating Committee Charter
7 AMENDED PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION – DATED APRIL 9, 2021 In accordance with the The bylaws of the Company requires that directors shall (1) own in his or her own right unencumbered stock in the Corporation in the amount of at least Two Hundred Dollars ($200.00) par value at the time of her or her election to the Board of Directors and continue to own such par value amount throughout his or her term; (2) not be or been subject to a cease and desist order, consent or other formal order by a state or federal regulatory agency which has been publicly disclosed within the past ten (10) years; (3) not been convicted of a crime involving dishonesty or breach of trust; (4) not be currently charged with the commission of a crime; (5) maintain a principal residence within fifty (50) miles of the main office or a branch office of the Corporation or its bank subsidiary; (6) not be a director, officer or 10% stockholder of a financial institution that has a main office or branch offices within fifty (50) miles of the main office or a branch office of the Corporation; (7) comply with all of the Corporation’s policies and procedures applicable to directors, including a requirement to maintain confidentiality of all matters discussed by the Board of Directors at its meeting; (8) not be a party to any agreement that materially limits his or her voting discretion as a director or his or her ability to discharge fiduciary duties to all directors; and (9) take and subscribe an annual oath that he or she will faithfully and diligently perform the duties of his or her office and will not knowingly violate or permit to be violated any provision of law or any requirements or qualifications listed above. All nominees have provided documentation certifying that they meet these requirements.
Further, it is the Company’s intention that the minimum qualifications for nominees be those individuals who have an understanding of the Company’s role in the local economy and who have demonstrated integrity and good business judgment. The Nominating Committee is encouraged to consider geographic and demographic diversity among candidates with financial, regulatory and/or business experience, but not so as to compromise the goal of attracting the most qualified individual candidates.
Director Nomination Since the Company was founded in 1984, there has never been a conflict or dispute regarding director nominations. In accordance with the Company’s
8 AMENDED PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION – DATED APRIL 9, 2021 The
THE COMPANY’S BOARD OF DIRECTORS STRONGLY OPPOSES THE STILWELL GROUP’S PROXY SOLICITATION AND URGES YOU NOT TO SIGN OR RETURN ANY GREEN PROXY CARD SENT TO YOU BY THE STILWELL GROUP. Even voting to “Withhold” a vote on the nominee or nominees of the Stilwell Group by signing and returning the GREEN PROXY CARD could invalidate any vote a shareholder may want to make “For” the nominees recommended by the Board of Directors. Instead, shareholders wanting to support nominees recommended by the Board of Directors should sign and return the WHITE PROXY CARD. Board Attendance There were
The Company does not have a written policy that members of the Board of Directors attend the Annual Meeting of Shareholders, but they are encouraged to do so.
Board The Chairman leads the Board of Directors and oversees board meetings and the delivery of information necessary for the Board of Directors’ informed decision-making. The Chairman also serves as the principal liaison between the Board of Directors and our Management. The Board of Directors determines whether the role of the Chairman and the Chief Executive Officer should be separated or combined based on its judgment as to the structure that best serves the interests of the Company. Currently, the Board of Directors believes that the positions of Chairman and Chief Executive Officer should be held by the same person as this combination has served and is serving the Company well by providing unified leadership and direction. The Vice Chairman of the Board of Directors is designated as the lead independent director and calls and presides over executive sessions of the Board of Directors.
AMENDED PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION – DATED APRIL 9, 2021 Board The Company has the following standing committees: an Audit Committee, a Compensation Committee and a Nominating Committee.
The Company’s Compensation Committee’s primary responsibility is to aid the Board of Directors in discharging its duties by recommending to the full Board the compensation of the Company’s Chief Executive Officer and other named executive officers of the
The Company’s Nominating Committee’s primary responsibility is to nominate qualified candidates to stand for election to our Board of Directors as well as any other responsibility assigned to it by the Board of Directors from time to time. This committee also provides assistance to the Board of Directors in the areas of committee selection and evaluation of the overall effectiveness of the Board of Directors. 10 AMENDED PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION – DATED APRIL 9, 2021 Recommendations for each of the Audit, Compensation, and Nominating Committee members shall be made by the Nominating Committee in accordance with its Charter and each of those committees shall be made up entirely of independent directors in accordance with pertinent SEC regulations, OTCQX Best Market listing standards then in effect, and any other standards required by law or established by their respective Charters. The Board of Directors may authorize, approve, and, to the extent necessary, amend Charters for each of the Audit, Compensation, and Nominating Committees. The Nominating Committee is composed entirely of independent directors
Risk is an integral part of the deliberations of the Board of Directors and its committees throughout the year. The Audit Committee and the Board of Directors annually review the Company’s risk assessments, considering management’s plan for mitigating these risks. The Board receives monthly written reports relating to the Company’s risk management and meets frequently with the Chief Risk Officer and other members of Management. The Audit Committee at its discretion meets on a periodic basis with managers from the Audit, Compliance, Security, I/T Security and Loan Review Departments.
Shareholder Communication The Company has implemented a shareholder communication process to facilitate communications between shareholders and the Board of Directors. Any shareholder of the Company who wishes to communicate with the Board of Directors, a committee of the Board, the independent directors as a group, or any individual member of the Board, may contact Greg M. Batia,
IV. Voting Securities and Principal Holders Thereof
On
(1) Shares held by the Employee Stock Ownership Plan (“ESOP”) are allocated to the participants’ account. The (2) Participants with shares allocated to their ESOP (3) Includes (i) shares allocated to Mr. Quave’s ESOP account; (ii) shares allocated to Mr. Quave’s 401(k) account; (iii) shares owned by Mr. Quave’s wife, of which Mr. Quave has neither voting rights nor dispositive powers; and (iv) shares owned by Mr. Quave’s minor children, of which Mr. Quave has voting rights and dispositive powers. (4) Includes (i) shares allocated to Mr. Swetman’s ESOP account; (ii) shares allocated to Mr. Swetman’s 401(k) account; (iii) shares owned by Mr. Swetman and his wife jointly, of which Mr. Swetman shares voting rights and dispositive powers with his wife; (iv) shares owned by Mr. Swetman’s minor children, of which Mr. Swetman has voting rights and dispositive powers; (v) shares owned by Mr. Swetman’s IRA account, of which Mr. Swetman has voting rights and dispositive powers and (vi) shares owned by a private company, in which Mr. Swetman has a 94% ownership interest, of which Mr. Swetman has both voting rights and dispositive powers. (5) Includes (i) shares allocated to Mr. Swetman’s ESOP account; (ii) shares allocated to Mr. Swetman’s 401(k) account; (iii) shares owned by Mr. Swetman and his wife jointly, of which Mr. Swetman shares voting rights and dispositive powers with his wife; (iv) shares owned by Mr. Swetman's IRA account, of which Mr. Swetman has voting rights and dispositive powers; and (v) shares owned by the IRA account of Mr. Swetman's wife, of which Mr. Swetman has neither voting rights nor dispositive powers. (6) According to Amendment No. (7) According to Amendment No. 4 to Schedule
V. Ownership of Equity Securities by Directors and Executive Officers
The table below sets forth the beneficial ownership of the Company's Common Stock as of
Beneficial Ownership of Equity Securities by Directors and Executive Officers
(1) (2) Includes shares allocated to Mr. Fulmer’s ESOP account and shares allocated to Mr. Fulmer’s 401(k) account. (3) Includes shares held by Mr. O’Keefe’s minor child of which Mr. O’Keefe is the custodian and has sole voting rights and dispositive powers. (4) See Note (5) at Section IV. (5) Includes shares allocated to Miss Wood’s ESOP 13 AMENDED PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION – DATED APRIL 9, 2021
Compensation Discussion and Analysis The Compensation Committee determines the salaries, bonuses and all other compensation of the named executive officers identified in the Summary Compensation Table on page
A. Guiding Philosophy and Objectives: The Compensation Committee’s guiding philosophy is to attract and retain highly qualified executives, to motivate them to maximize long-term shareholder value while balancing both short-term and long-term objectives, and to pay for performance. The following objectives serve as guiding principles for all compensation decisions:
B. Responsibility of the Compensation Committee: The primary responsibility of the Compensation Committee is to aid the Board in discharging its duties by recommending to the full Board the compensation of the Company’s Chief Executive Officer and other named executive officers of the Company.
C. Role of Executive Officers: The Chief Executive Officer may attend the meetings of the Compensation Committee to discuss executive performance and compensation. The Executive Vice-President attends each meeting of the Compensation Committee and presents his insights and suggestions. The Executive Vice-President and Chief Financial Officer each provide information and analysis to the Compensation Committee that is used in determining the named executive officers’ compensation.
D. Consultants, Experts and/or Other Advisors: The Compensation Committee has been authorized by the Board of Directors to engage consultants, experts, and/or other advisors that are knowledgeable regarding compensation practices within the financial services industry. The hiring of such consultants is at the discretion of the Committee. The Committee did not engage any consultants in 14 AMENDED PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION – DATED APRIL 9, 2021
E. Factors used to Determine Compensation: The Compensation Committee’s considerations consist of, but are not limited to, analysis of the following factors: financial performance of the Company, including ROA, return on equity, and management of assets, liabilities, capital and risk. Additionally, the Compensation Committee uses annual compensation surveys to compare the compensation of positions in similar financial institutions of comparable asset size. Specifically, the
In determining total compensation, the Committee also considers the performance of the individual named executive officers in areas such as: the scope of responsibility of the executive; leadership within the Company, the community and the financial services industry; achievement of work goals; and whether the Company, under the executive’s leadership, has been a good corporate citizen while enhancing shareholder value.
All of these factors are considered in the context of the complexity and the difficulty of managing business risks in the prevailing economic conditions and regulatory environment. The analysis is conducted with respect to each of the named executive officers, including the Chief Executive Officer.
F. Compensation Components: The named executive officers’ total compensation package includes several components. The Company rewards current performance and achievement of short-term goals primarily through salaries and bonuses. Other deferred compensation elements, including the Executive Supplemental Income Plan and Deferred Compensation Plan, are designed to meet long-term objectives including retaining high-performing executives and to plan for management succession as well as to reward loyalty.
Salaries Salaries are the foundation of each named executive officer’s total compensation package and are normally the largest single component. Salary is the only guaranteed cash payment a named executive officer receives. The Company’s goal is to provide an assured level of cash compensation in the form of salary to attract and retain high caliber executives. Job specific knowledge and experience as well as leadership ability are recognized with salary.
In establishing the salary of the Chief Executive Officer for
For other named executive officers, the Committee’s recommendation concerning salaries was based upon the compensation levels of executive officers of comparable financial institutions, the performance of the Company during
AMENDED PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION – DATED APRIL 9, 2021
The Compensation Committee awards performance bonuses based upon pre-determined performance objectives in accordance with The Peoples Bank Bonus Plan (“The Bonus Plan”). Performance bonuses are generally the other cash component paid to named executive officers on an annual basis and may be determined by The Bonus Plan. The Chief Executive Officer and all other named executive officers are eligible to receive a bonus which is based on the financial performance of the Company. The specific formula and pre-determined goals under The Bonus Plan were established by the Compensation Committee using the Company’s ROA. The performance bonus calculation, which is approved by the Compensation Committee, allows the named executive officer to earn up to a maximum percentage of their salary on established ROA targets. The targets and bonus calculations as a percentage of salary and targets are:
The Compensation Committee may, at its discretion, also recommend to the Board that the executive officers receive an additional bonus which is determined on a subjective basis. If this additional discretionary bonus is recommended, the Committee documents its actions in the minutes of their committee meetings. No performance based or discretionary bonuses were awarded to executive officers for
Executive Supplemental Income Plan The Company maintains an Executive Supplemental Income Plan (“ESI”) which provides executives with salary continuation benefits upon their retirement, or death benefits to their named beneficiary in the event of their death. Executives of the Company and the Bank are selected to participate in the plan at the discretion of the Board of Directors. All named executive officers of the Company have been selected to participate in the plan. ESI benefits are based upon position and salary of the named executive officer at retirement, disability or death. Normal retirement benefits under the plan are equal to 67% of salary for the Chief Executive Officer, 58% of salary for the Executive Vice-President and 50% of salary for the other named executive officer at the time of normal retirement and are payable monthly over a period of 15 years. The ESI is administered by BOLI Portfolio Strategies, Inc., who also provide guidance to the Company relating to the valuation method and assumptions.
The ESI was established in 1988, at which time Mr. Swetman became a participant. Miss Wood and Mr. Fulmer became participants after their date of hire at the discretion of the Board.
16 AMENDED PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION – DATED APRIL 9, 2021 Benefits are also available in the event of death, disability or early retirement. Under early retirement provisions, if separation from service occurs on or after the early retirement date and prior to the normal retirement date, the Company will pay the named executive officer a reduced benefit. The annual benefit set forth for normal retirement will be reduced by one-half percent (0.5%) for each month or partial month between separation from service and the normal retirement date. The benefit will be paid monthly over a period of 15 years. Benefits will commence on the last day of the month following the named executive officer’s separation from service. The early retirement date means the date the named executive officer attains at least age 55, has at least 15 years of employment at the Company, and has participated in this plan for a minimum of five years. As of December 31,
If separation from service occurs prior to the early retirement date or prior to the normal retirement date, the Company will pay the named executive officer his or her executive benefit accrual balance as of his or her separation from service. The benefit will be paid in a single lump-sum within 60 days of separation from service.
If a named executive officer becomes disabled prior to the normal retirement date, the Company will pay the named executive officer his or her annual benefit as defined under normal retirement. The benefit will begin the last day of the month commencing with the month following the named executive officer’s normal retirement date and the benefits will be paid monthly over a period of 15 years.
If the named executive officer dies prior to early retirement, normal retirement or disability, the named executive officer’s named beneficiary is entitled to full benefits under the ESI. If the named executive officer dies while receiving benefits, the named beneficiary is entitled to the remainder of any unpaid benefits.
Upon a change of control prior to separation from service, the Company will pay the named executive officer his or her annual benefit as defined under normal retirement. The benefit will begin the last day of the month commencing with the month following the named executive officer’s normal retirement date, or, for named executive officers who have already attained their normal retirement date, their separation from service, and the benefits will be paid monthly over a period of 15 years.
Each named executive officer’s agreement under the ESI may be terminated by the Company. In the event the named executive officer’s agreement under the ESI is terminated, the Company will pay the named executive officer his or her executive accrual balance as of the termination of the agreement, or, if a change of control has occurred, the normal retirement benefit. The benefit will begin on the first date allowable under the ESI and the benefit will be paid over a period of 15 years, or, in some special circumstances, paid in one lump sum.
If any amount is required to be included in the income of a named executive officer due to a failure of his or her ESI agreement to meet the requirements of Section 409A of the Internal Revenue Code, the named executive officer may petition the plan administrator for a distribution of that portion of his or her executive benefit accrual that is required to be included in the named executive officer’s income. Upon the grant of such a petition, which will not be unreasonably withheld, the Company will distribute to the named executive officer an amount equal to the portion of the executive benefit accrual required to be included in his or her income, which amount cannot exceed the named executive officer’s unpaid executive benefit accrual. Any distribution will affect and reduce the named executive officer’s benefits to be paid under his or her ESI agreement.
17 AMENDED PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION – DATED APRIL 9, 2021 The benefits will be paid out of the general assets of the Company. The Company has elected to purchase life insurance contracts, more specifically Bank Owned Life Insurance (“BOLI”), each of which it may use as a source to fund these future benefits. The Company is the owner and beneficiary of these life insurance policies, which are a general asset of the Company.
Deferred Compensation Plan The Company maintains a Deferred Compensation Plan for those executives of the Bank holding the title of vice-president, senior vice-president or executive vice-president and approved for participation in the plan by the Board of Directors. Except for the Chief Executive Officer, all named executive officers participated in the plan in
The Company has purchased life insurance contracts which it may use as a source to fund these future benefits. The Company is the owner and beneficiary of these life insurance policies, which is a general asset of the Company.
The Deferred Compensation Plan was established in 1992, at which time Miss Wood became a participant. Mr. Fulmer became a participant upon his promotion to vice-president of the Bank.
If separation from service occurs prior to a named executive officer’s normal retirement date, the named executive officer will be entitled to full benefits provided he or she has met the early retirement eligibility. The early retirement date means the first day of any month coincident with or following the month in which the named executive officer attains at least age 55 and has at least 10 years of employment at the Company. The normal retirement date means the date the named executive officer attains age 65. As of December 31,
If a named executive officer becomes disabled, he or she is entitled to full benefits under the Deferred Compensation Plan.
If the named executive officer dies prior to early retirement, normal retirement or disability, the named executive officer’s named beneficiary is entitled to full benefits under the Deferred Compensation Plan. If the named executive officer dies while receiving benefits, the named beneficiary is entitled to the remainder of any unpaid benefits. 18 AMENDED PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION – DATED APRIL 9, 2021
In the event of a change of control, unless the Deferred Compensation Plan is terminated by the transferee, purchaser or successor entity within 120 days of the change of control, no named executive officer will be entitled to a distribution under this plan as a result of the change in control. If the Deferred Compensation Plan is terminated within 120 days of a change of control, then each named executive officer will become immediately eligible to receive the present value of his or her benefits under this plan. In addition, in the event the Deferred Compensation Plan is continued but a named executive officer is involuntarily terminated within 180 days of a change of control, the terminated named executive officer will be eligible to receive his or her benefits under this plan. Such benefits will be calculated by taking the present value of the benefits provided and such benefits will be paid in a lump sum within 180 days of the change in control.
Split-Dollar Agreement The Company owns endorsement split-dollar policies, of which the Bank is the owner and beneficiary, which provide a guaranteed death benefit of $150,000 to the Chief Executive Officer’s beneficiaries.
Employee Stock Ownership Plan The Company maintains an Employee Stock Ownership Plan covering all eligible employees of the Company. The Board determines the total contribution to the Plan, which is allocated to all participants based on their compensation. The Plan was frozen to further contributions and eligibility effective January 1, 2019.
401(k) Plan The Company maintains a 401(k) Plan in which eligible employees of the Company may choose to participate. The Board determines the formula for the matching contribution to the Plan, which is currently 75% of the employee’s contribution (up to 6% of compensation).
G. Accounting and Tax Treatment: While the Compensation Committee considers the accounting and tax implications in the design of the compensation program, these have not had a significant impact in their decision-making process.
H. Shareholder Approval of Compensation of Named Executive Officers: At our 2019 annual meeting of shareholders, the Company held its third advisory (non-binding) vote on the compensation of the named executive officers. A majority of our shareholders voted in favor of the resolution approving the 2018 compensation of the named executive officers. The Compensation Committee considered these shareholders’ votes in determining the 2019 compensation of the named executive officers.
Shareholders will be provided their next opportunity to cast an advisory (non-binding) vote on the compensation of the named executive officers at the 2022 annual meeting of shareholders.
There are no employment contracts with the executive officers.
19 AMENDED PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION – DATED APRIL 9, 2021 Summary Compensation Table The Summary Compensation Table below displays the total compensation awarded to, earned by or paid to the named executive officers for
(1) Includes contributions and allocations pursuant to the 401(k) Plan.
AMENDED PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION – DATED APRIL 9, 2021 Estimated Payments from the Executive Supplemental Income Plan The table below indicates the amount of compensation payable to each named executive officer under the Executive Supplemental Income Plan, as applicable upon different termination events. The amounts shown assume a termination date of December 31,
(1) Based on 67%, 58% or 50% of current compensation for the Chief Executive Officer, Executive Vice-President and other named executive officer, respectively. (2) The annual benefit amount will be distributed in 12 equal monthly installments for 15 years for a total of 180 monthly payments.
AMENDED PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION – DATED APRIL 9, 2021 Estimated Payments from the Deferred Compensation Plan The table below indicates the amount of compensation payable to each named executive officer under the Deferred Compensation Plan, as applicable upon different termination events. The amounts shown assume a termination date of December 31,
(1) The benefit is the total benefit. (2) The total benefit will be distributed in 12 equal monthly installments for 15 years for a total of 180 monthly payments.
Directors' Compensation During
The Company offers a Directors’ Deferred Income Plan whereby directors of the Company and the Bank are given an opportunity to defer receipt of their annual director’s fees. For those who choose to participate, benefits are payable monthly for 10 years beginning on the first day of the month following the later of the director’s normal retirement age or separation from service. Normal retirement age is 65. The amount of the benefit will vary depending on the fees the director has deferred and the length of time the fees have been deferred. Interest on deferred fees accrues at an annual rate of 10%, compounded annually. After payments have commenced, interest accrues at an annual rate of 7.50%, compounded monthly. In the event of the director’s death, benefits are payable to the director’s named beneficiary. The Company has purchased life insurance contracts which it may use as a source to fund these future benefits. The Company is the owner and beneficiary of these life insurance policies, which are a general asset of the Company.
AMENDED PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION – DATED APRIL 9, 2021
The Company also offers an Outside Directors’ Supplemental Income Plan to provide a benefit to its non-employee directors. The benefit is based upon the age of the Outside Director upon his appointment to the board. Directors
The Director Compensation Table below presents information on fees earned or paid to directors in
VII. Transactions with Related Parties
23 AMENDED PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION – DATED APRIL 9, 2021
VIII. Delinquent Section 16(a)
Directors, executive officers of the Company and holders of more than 10 percent of the Company’s outstanding shares are required to file reports under Section 16 of the Securities Exchange Act of 1934. Federal regulations require disclosure of any failures to file these reports on a timely basis. Based solely upon a review of Forms 3, 4 and 5 furnished to the Company, the Company believes that during
IX. Executive Officers
The following sets forth certain information with respect to the executive officers of the Company who are not also directors as of December 31,
24 AMENDED PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION – DATED APRIL 9, 2021
X. Audit Committee Report
The Board of Directors has established an Audit Committee, whose responsibilities are set forth in the Bylaws and the Audit Committee Charter. All members of the Audit Committee are deemed to be independent, as such term is defined by OTCQX. The Audit Committee
The Audit Committee has reviewed and discussed the audited financial statements with Management. The Audit Committee has also discussed with the independent auditors the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board. The Audit Committee has discussed with the independent auditors the auditors’ independence and has received the written disclosures and the letter from the independent auditors required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent auditor’s communication with the Audit Committee concerning independence. The Audit Committee has considered whether the independent auditors’ provision of non-audit services is compatible with maintaining the auditors’ independence.
The Audit Committee has discussed with Management and the independent auditors the process used for certifications by the Company’s chief executive officer and chief financial officer which are required for certain periodic filings by the Company with the SEC. The Board of Directors maintains an Audit Committee Charter, which meets the requirements of the Sarbanes-Oxley Act of 2002, and rules promulgated by the SEC.
Based upon the reviews and discussions with Management and the independent auditors as referenced above, the Audit Committee has recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31,
This report is presented by the Audit Committee, consisting of the following persons:
George J. Sliman, III, Chairman Ronald G. Barnes Padrick D. Dennis Jeffrey H. O’Keefe
25 AMENDED PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION – DATED APRIL 9, 2021
XI. Independent
The Company’s Audit and Non-Audit Service Pre-Approval Policy (the “Policy”) stipulates that all services provided by the independent accountants are subject to specific pre-approval by the Audit Committee. During
The table below sets forth the aggregate fees billed by Porter Keadle Moore, LLC (“PKM”), and Wipfli LLP (“Wipfli”), as successor to PKM (the “Combined Firm”), for the years ended December 31,
XII. Proposals of Shareholders
In order for a shareholder proposal to be included in a Proxy Statement and form of Proxy prepared by the Board of Directors, it must meet the requirements of Rule 14a-8 of the Securities Exchange Act of 1934 and be received at the principal executive offices of the Company not less than 120 days in advance of the first anniversary of the date the previous year’s Proxy Statement and form of Proxy were mailed to shareholders. Thus, a shareholder proposal must be received before
In accordance with the Company’s was mailed or (ii) the day on which such public disclosure was made. A stockholder’s notice to the Secretary shall set forth as to each matter the stockholder proposes to bring before a meeting of stockholders (i) a brief description of the business desired to be brought before the meeting and the reasons for conducting such business at the meeting, (ii) the name and address, as they appear on the Corporation’s books, of the stockholder proposing such business and any other stockholders known by such stockholder to be supporting such proposal, (iii) the class and number of shares of the Corporation which are beneficially owned by such stockholder on the date of such stockholder’s notice and by any other stockholders known by such stockholder to be supporting such proposal on the date of such stockholder’s notice, and (iv) any material interest of the stockholder in such proposal. The Chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that the business was not properly brought before the meeting in accordance with the procedures prescribed by these Bylaws, and if the Chairman should so determine, the Chairman shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted.
AMENDED PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION – DATED APRIL 9, 2021 ANNEX A Additional Information regarding Participants in the Solicitation Under applicable SEC regulations, each of the Company’s directors and director nominees and certain executive officers named in this Annex A are deemed to be participants (“Participants”) in the proxy solicitation by virtue of their positions as directors and director nominees of the Company or because they may solicit proxies on our behalf. The following sets forth certain information about the persons who are Participants. Directors and Nominees For information on the ages and principal occupations of the directors and director nominees of the Company who are Participants, see “Item 1: Election of Directors” on page 4 of the Proxy Statement for Annual Meeting of Shareholders of the Company (“Proxy Statement”). The names and addresses of the organizations of employment of our directors and director nominees are as follows:
AMENDED PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION – DATED APRIL 9, 2021 Officers The following table sets forth the name and principal occupation of the Company’s executive officers who are Participants. The principal occupation refers to such person’s position with the Company and the business address for each such person is Peoples Financial Corporation, P.O. Box 529, Biloxi, Mississippi 39533-0529.
Information Regarding Ownership of the Company’s Securities by Participants
For the number of the Company’s securities beneficially owned by Participants and their associates (as defined under Rule 14a-1(a) of the Securities Exchange Act of 1934) as of March 31, 2021, see “Ownership of Equity Securities by Directors and Executive Officers” on page 13 of the Proxy Statement. AMENDED PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION – DATED APRIL 9, 2021 Information Regarding Transactions in the Company’s Securities by Participants The following table sets forth information regarding purchases and sales of the Company’s securities by each Participant within the two year period ended March 31, 2021. No part of the purchase price or market value of these securities is represented by funds borrowed or otherwise obtained for the purpose of acquiring or holding such securities.
Transaction Descriptions Key:
In addition to the purchases and sales of the Company’s securities listed above, A. Wes Fulmer and Chevis C. Swetman also participate in the Company’s Employee Stock Ownership Plan (“ESOP”) and 401(k) Plan. Within the past two years ended March 31, 2021, the ESOP has awarded 295 shares of the Company common stock to Mr. Swetman, and over that same time period Mr. Swetman has acquired 2,549 shares of Company common stock through the 401(k) Plan. During the two years ended March 31, 2021, Mr. Swetman also received a required minimum distribution of 1,245 shares from the ESOP. Likewise, within the past two years ended March 31, 2021, the ESOP has awarded 13 shares of the Company common stock to Mr. Fulmer, and Mr. Fulmer has acquired 524 shares of Company common stock through the 401(k) Plan. AMENDED PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION – DATED APRIL 9, 2021 Other Proceedings There are no material proceedings to which the Participants or any of their associates is a party or has a material interest adverse to the Company. Miscellaneous Information Concerning Participants Other than as set forth in this Annex A or elsewhere in the Proxy Statement and based on the information provided by each Participant, no Participant or associate of any Participant (1) beneficially owns, directly or indirectly, or owns of record but not beneficially, any shares of Common Stock or other securities of the Company or any parent or subsidiary of the Company; (2) has any substantial interest, direct or indirect, by security holdings or otherwise, in any matter to be acted upon at the 2021 Annual Meeting other than an interest, if any, as a stockholder of the Company, or, with respect to a director nominee, as a nominee for director; or (3) has purchased or sold any securities of the Company within the past two years. Other than as set forth above under the caption “Transactions With Related Persons” on page 23 or elsewhere in the Proxy Statement, and based on the information provided by each Participant, neither the Company nor any of the Participants or associate of any Participant (1) is now or has been within the past year a party to any contract, arrangement or understanding with any person with respect to any of the Company’s securities, including, but not limited to, joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits or the giving or withholding of proxies or (2) have or will have a direct or indirect material interest in any transaction or series of similar transactions since the beginning of the Company’s last fiscal year or any currently proposed transactions, or series of similar transactions, to which the Company or any of its subsidiaries was or is to be a party in which the amount involved exceeds $120,000. AMENDED PRELIMINARY PROXY CARD DATED APRIL 9, 2021, SUBJECT TO COMPLETION PROXY FOR
May 19, 2021 The undersigned hereby appoint Chevis C. Swetman, the true and lawful attorney-in-fact for the undersigned, with full power of substitution, to vote as proxy for the undersigned at the Annual Meeting of Shareholders of Peoples Financial Corporation (the “Company”) to be held at The Swetman Building at The Peoples Bank, Suite 204, 727 Howard Avenue, Biloxi, Mississippi, 39530, at 6:30 P.M., local time, on
The Board of Directors recommends a vote “FOR” proposals 1 and 2. THIS WHITE PROXY CARD, WHICH IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY, WILL BE VOTED “FOR
Please date the Proxy and sign your name exactly as it appears on the stock records of the Company. When shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full titles as such. If You may also access the proxy materials and vote your proxy online by using your https://www.shareholderaccountingsoftware.com/tspweb/peoples/pxsignon.asp .
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