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1) | Title of each class of securities to which transaction applies: | |
2) | Aggregate number of securities to which transaction applies: | |
3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | |
4) | Proposed maximum aggregate value of transaction: | |
5) | Total fee paid: | |
26, 2016
Sincerely, | |
Greg A. Steffens | |
President and Chief Executive Officer |
31, 2016531 Vine Street2991 Oak Grove Road
Poplar Bluff, Missouri 63901
(573) 778-180026, 2015the Holiday Inn Ballroom, 2781 North Westwood Boulevard,our corporate headquarters located at 2991 Oak Grove Road, Poplar Bluff, Missouri on October 26, 2015,31, 2016, at 9:00 a.m. local time.Proposal 1. Election of fourtwo directors of Southern Missouri Bancorp, each for a term of three years;Proposal 2. An advisory (non-binding) vote on executive compensation, commonly referred to as a “say"say on pay”pay" vote;Proposal 3. Approval of an amendment to the articles of incorporation of Southern Missouri Bancorp to increase the authorized number of shares of common stock from 10,000,000 to 12,000,000 and Proposal 4. Ratification of the appointment of BKD, LLP as Southern Missouri Bancorp’sBancorp's independent auditors for the fiscal year ending June 30, 2016.2017.4, 2015,9, 2016, as the record date for the annual meeting. This means that shareholders of record at the close of business on that date are entitled to receive notice of and to vote at the meeting and any adjournment thereof.Shareholders have a choice of voting by Internet or by telephone, by mailing a completed Proxy Card or by submitting a ballot in person at the Annual Meeting. Regardless of the number of shares you own, your vote is very important. Please act today to ensure that your shares are represented at the meeting. /s/
RONNIE D. BLACKRONNIE D. BLACK
Secretary
31, 2016 ANNUAL MEETING OF SHAREHOLDERS 24, 2016. "abstain." The affirmative vote of a majority of the shares outstanding and entitled to vote on the matter is required to approve the amendment to the articles of incorporation to increase the number of authorized shares. An abstention on approval to amend the articles of incorporation will have the same effect as a vote "against" the proposal. Number of Shares Beneficially Owned(1) Position(s) Held with Southern Missouri Bancorp, Inc. and Southern Bank Director Since(2) Term to Expire L. Douglas Bagby.Mr. Bagby served as the City Manager of Poplar Bluff from September 2003 until his retirement in June 2014. Previously, he was employed for 14 years as the General Manager of Poplar Bluff Municipal Utilities and had served two earlier years as the Poplar Bluff City Manager. Mr. Bagby served six years on the Poplar Bluff R-1 school board. He is currently Chairman of the Board of Directors of Southern Missouri Bancorp. His background provides expertise in providing deposit services and credit to public units, both directly and through the securities markets. " " http://investors.bankwithsouthern.com, 2016. Option Awards(1) Stock Awards(2) 2016. Plan. Name and Fiscal Salary Bonus Non-equity Incentive Plan Compensation Options Stock Change in All Other Total President and Executive Vice-President Executive Vice-President Executive Vice-President Executive Vice-President 2016. Number Exercisable Number Unexercisable Exercise Price # of Shares or Units Market of Shares 2016. Prior to engaging the independent registered public accounting firm to render an audit or permissible non-audit service, the Audit Committee specifically approved the engagement of the independent registered public accounting firm to render that service. Accordingly, the Company does not engage the independent registered public accounting firm to render audit or permissible non-audit services pursuant to pre-approval policies or procedures or otherwise, unless the engagement to provide such services has been approved by the Audit Committee in advance. As such, the engagement of BKD, LLP, to render 100% of the services described in the categories above was approved by the Audit Committee in advance of the rendering of those services. We also reviewed and discussed with BKD, LLP the fees paid to the firm. These fees are described under making its determination to appoint BKD, LLP as the 2014. 6, 2017.531 Vine Street2991 Oak Grove Road
Poplar Bluff, Missouri 63901
(573) 778-1800
IMPORTANT NOTICE: Internet Availability of Proxy MaterialsShareholders’Shareholders' Meeting To Be Held on October 26, 2015.31, 2016.
You are encouraged to review all of the information contained in the proxy materials before voting.Company’sCompany's Proxy Statement, Annual Report to26, 2015iBase SalariesObjectives.15 ii27 531 Vine Street2991 Oak Grove Road
Poplar Bluff, Missouri 63901
(573) 778-1800
_________________________
__________________________________________________
To be held on October 26, 201531, 2016
_________________________’s's Board of Directors is using this proxy statement to solicit proxies from the holders of Southern Missouri Bancorp common stock for use at our annual meeting of shareholders. We are first mailing this proxy statement and the enclosed form of proxy to our shareholders on or about September 21, 2015.26, 2016. Certain of the information provided herein relates to Southern Bank, a wholly owned subsidiary of Southern Missouri Bancorp. Southern Bank may also be referred to from time to time as the “Bank.”"Bank." References to “Southern"Southern Missouri Bancorp”Bancorp", the “Company”"Company", “we”"we", “us”"us" and “our”"our" refer to Southern Missouri Bancorp, Inc. and, as the context requires, Southern Bank.Bancorp’sBancorp's Annual Report to Shareholders for the fiscal year ended June 30, 2015,2016, which includes Southern Missouri Bancorp’sBancorp's audited financial statements, is enclosed. Although the Annual Report is being mailed to shareholders with this proxy statement, it does not constitute a part of the proxy solicitation materials and is not incorporated into this proxy statement by reference. These materials are also available via the Internet athttp://www.edocumentview.com/smbc. Our annual meeting will be held as follows: Date: October 26, 201531, 2016 Time: 9:00 a.m., local time Place: Holiday Inn BallroomSouthern Missouri Bancorp, Inc./Southern Bank 2781 North Westwood Boulevard2991 Oak Grove Road Poplar Bluff, Missouri Proposal I. Election of fourtwo directors of Southern Missouri Bancorp, for a term of three years; Proposal II. An advisory (non-binding) vote on executive compensation as disclosed in this proxy statement, commonly referred to as a “say"say on pay”pay" vote; and Proposal III. Approval of an amendment to the articles of incorporation of Southern Missouri Bancorp to increase the authorized number of shares of common stock from 10,000,000 to 12,000,000; and Proposal IV. Ratification of the appointment of BKD, LLP as Southern Missouri Bancorp’sBancorp's independent auditors for the fiscal year ending June 30, 2016.2017.4, 2015,9, 2016, as the record date for shareholders entitled to notice of and to vote at the Southern Missouri Bancorp annual meeting. Only holders of record of Southern Missouri Bancorp common stock on that record date are entitled to notice of and to vote at the annual meeting. You are entitled to one vote for each share of Southern Missouri Bancorp common stock you own. On September 4, 2015,9, 2016, there were 7,424,6667,436,866 shares of Southern Missouri Bancorp common stock outstanding and entitled to vote at the annual meeting.“street name”"street name" by a broker, your broker, as the record holder of the shares, is required to vote the shares in accordance with your instructions. If you do not give instructions to your broker, your broker may nevertheless vote the shares with respect to “discretionary”"discretionary" items, but will not be permitted to vote your shares with respect to “non-discretionary”"non-discretionary" items. In the case of non-discretionary items, the shares not voted will be treated as “broker"broker non-votes.”" Whether an item is discretionary is determined by the exchange rules governing your broker. All of the items being voted on at the meeting are expected to be non-discretionary items except the vote on the ratification of the appointment of BKD, LLP.plan’splan's trustee, by completing and returning the Proxy Card accompanying this proxy statement, by using the toll-free telephone number, or by indicating your instructions over the Internet. When casting your vote, you should consider your long-term best interests as a plan participant, as well as the long-term best interests of other plan participants. The trustee will vote your shares in accordance with your duly executed instructions received by October 16, 2015.“abstain.”2· by returning the enclosed proxy card in the enclosed pre-paid envelope; · by telephone; or · over the Internet “street"street name,”" your broker, bank, trustee, or nominee will provide you with materials and instructions for voting your shares.· submitting a new proxy with a later date; · notifying the Corporate Secretary of Southern Missouri Bancorp in writing before the annual meeting that you have revoked your proxy; or · voting in person at the annual meeting. · FOR the election of the fourtwo director nominees to the Board of Directors.· FOR approval of the advisory (non-binding) vote on executive compensation (“("say on pay”pay").· FOR approval of the amendment to the articles of incorporation to increase the number of authorized shares. · FOR ratification of the appointment of BKD, LLP. · FOR the election of the fourtwo director nominees to the Board of Directors.· FOR approval of the advisory (non-binding) vote on executive compensation (“("say on pay”pay").· FOR approval of the amendment to the articles of incorporation to increase the number of authorized shares. · FOR ratification of the appointment of BKD, LLP. “Street Name”"Street Name". If you hold your shares in “street name”"street name" through a broker and do not provide your broker with voting instructions, it is expected that your broker will be unable to vote your shares except on the vote to ratify the appointment of BKD, LLP. See “What"What if my shares are held in ‘street name’'street name' by a broker?”
"3threetwo director nominees will be elected if they receive more affirmative votes than any other personsperson nominated for election. No persons have been nominated for election other than the threetwo nominees named in this proxy statement. If you vote “Withhold”"Withhold" with respect to the election of any or all of the nominees, your shares will not be voted with respect to the person or persons indicated, although your shares will be counted for purposes of determining whether there is a quorum.44, 2015,9, 2016, voting record date, information regarding share ownership of:· those persons or entities (or groups of affiliated person or entities) known by management to beneficially own more than five percent of Southern Missouri Bancorp common stock other than directors and executive officers; · each director and director nominee of Southern Missouri Bancorp, Inc.; · each executive officer of Southern Missouri Bancorp named in the Summary Compensation Table appearing under “Executive Compensation”"Executive Compensation" below; and· all current directors and executive officers of Southern Missouri Bancorp as a group. 4, 2015,9, 2016, there were 7,424,6667,436,866 shares of Company common stock issued and outstanding. The share amounts presented in the table reflect the two-for-one common stock split in the form of a 100% common stock dividend paid January 30, 2015.“SEC”"SEC"). In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock subject to outstanding options that are exercisable as of or within 60 days after September 4, 2015,9, 2016, are included in the number of shares beneficially owned by the person and are deemed outstanding for the purpose of calculating the person’sperson's percentage ownership. These shares, however, are not deemed outstanding for the purpose of computing the percentage ownership of any other person.5Beneficial Owners Percent of
Common Stock
Outstanding (%) Beneficial Owners of More Than 5% Other than Directors and Named Executive Officers Southern Bank 401(k) Retirement Plan(2) 531 Vine Street, Poplar Bluff, MO 63901 413,043 5.6 Sy Jacobs, Jacobs Asset Management, LLC(3) 11 East 26th Street, Suite 1900, New York, NY 10010 682,150 9.2 Endicott Opportunity Partners III, L.P. (4) 360 Madison Ave, 21st Floor, New York, NY 10017 440,902 5.9 Directors and Named Executive Officers Greg A. Steffens, Director and President(5) 298,555 4.0 L. Douglas Bagby, Director and Chairman 34,402 * Ronnie D. Black, Director and Secretary 49,370 * Sammy A. Schalk, Director 99,098 1.3 Rebecca M. Brooks, Director 28,500 * Charles R. Love, Director 25,900 * Charles R. Moffitt, Director 21,000 * Dennis C. Robison, Director 33,125 * David J. Tooley, Director 42,000 * Todd E. Hensley, Director(6) 538,040 7.2 Kimberly A. Capps, Chief Operations Officer(5) 101,124 1.4 William D. Hribovsek, Chief Lending Officer(5) 76,471 1.0 Matthew T. Funke, Chief Financial Officer(5) 45,137 * Lora L. Daves, Chief Credit Officer(5) 23,732 * Directors and executive officers of Southern Missouri Bancorp, Inc. and Southern Bank as a group (14 persons)(7) 1,416,754 18.9 418,632 5.57 458,363 6.16 409,054 5.50 250,193 3.36 L. Douglas Bagby, Director and Chairman 34,402 * Ronnie D. Black, Director and Secretary 49,370 * Sammy A. Schalk, Director 99,098 * Rebecca M. Brooks, Director 28,500 * Charles R. Love, Director 25,900 * Charles R. Moffitt, Director 21,000 * Dennis C. Robison, Director 33,389 * David J. Tooley, Director 44,000 * 540,040 7.26 103,940 1.40 75,802 1.02 45,751 * 23,805 * 1,375,190 18.37 (1) Except as otherwise noted in these footnotes, the nature of beneficial ownership for shares reported in this table is sole voting and investment power. Included in the shares beneficially owned by the directors and named executive officers are options to purchase shares of Southern Missouri Bancorp common stock exercisable within 60 days of September 4, 2015,9, 2016, as follows: Mr. Robison – 10,000 shares; Mr. Tooley – 2,0004,000 shares; Mr. Hensley – 2,0004,000 shares; Ms. Capps – 10,000 shares;shares and Mr. Hribovsek – 10,000 shares; and Mr. Funke – 10,000 shares; Ms. Daves – 10,000 shares.(2) Represents shares held by the Southern Bank 401(k) Retirement Plan. All of the shares have been allocated to accounts of participants. Pursuant to the terms of the 401(k) Plan, each 401(k) Plan participant has the right to direct the voting of shares of Southern Missouri Bancorp common stock allocated to his or her account. (3) Based on information filed by Sy Jacobs and Jacobs Asset Management (“("Jacobs Parties”Parties") in a schedule 13-G13-F filed with the SEC on December 17, 2014. The Jacobs Parties reported shared voting and dispositive power over 682,150 shares (split-adjusted).June 30, 2016.(4) Based on information filed by Endicott Opportunity Partners III, L.L.P.FJ Capital Management, LLC and their affiliated entities (“Endicott”("FJCM") in a Schedule 13-G filed with the SEC on February 4, 2013. Endicott16, 2016. FJCM reported sharedsole voting and dispositive power over 440,902 shares (split-adjusted).of 409,054 shares.(5) Includes 38,45539,460 shares held by Mr. Steffens’Steffens' account, 38,21440,282 shares held by Ms. Capps’Capps' account, 28,47130,802 shares held by Mr. Hribovsek’sHribovsek's account, 9,1379,751 shares held by Mr. Funke’sFunke's account, and 3,6903,747 shares held by Ms. Daves’Daves' account under the Southern Bank 401(k) Retirement Plan.(6) Based in part on information reported by Mr. Hensley in a Schedule 13D filed with the SEC on May 22, 2015. Mr. Hensley reported sole voting and dispositive power over 536,040 shares. (7) Includes shares held directly, as well as shares held jointly with family members, shares held in retirement accounts, held in a fiduciary capacity, held by certain of the group members’members' families, or held by trusts of which the group member is a trustee or substantial beneficiary, with respect to which shares the group member may be deemed to have sole or shared voting and/or investment powers. This amount also includes options that are exercisable as of or within 60 days after September 4, 2015,9, 2016, to purchase 54,00048,000 shares of Southern Missouri Bancorp common stock granted to directors and executive officers.* Less than 1% ownership. 6—-- ELECTION OF DIRECTORSCompany’sCompany's directors also serve as directors of the Bank.The Board of Directors recommends you vote “FOR”"FOR" each of the director nominees.Name Age(1) Director Nominees Greg A. Steffens 48 President, Chief Executive Officer and Director 2000 2018 L. Douglas Bagby 65 Chairman of the Board 1997 2018 David J. Tooley 66 Director 2011 2018 Todd E. Hensley 48 Director 2014 2018 Directors Continuing in Office Sammy A. Schalk 66 Director 2000 2016 Charles R. Love 64 Director 2004 2016 Charles R. Moffitt 71 Director 2004 2016 Ronnie D. Black 67 Director and Secretary 1997 2017 Rebecca M. Brooks 59 Director 2004 2017 Dennis C. Robison 61 Director 2008 2017 Name Sammy A. Schalk 67 Director 2000 2019 Charles R. Love 65 Director 2004 2019 Ronnie D. Black 68 Director and Secretary 1997 2017 Rebecca M. Brooks 60 Director 2004 2017 Dennis C. Robison 62 Director 2008 2017 Greg A. Steffens 49 President, Chief Executive Officer and Director 2000 2018 L. Douglas Bagby 66 Chairman of the Board 1997 2018 David J. Tooley 67 Director 2011 2018 Todd E. Hensley 49 Director 2014 2018 (1) At June 30, 2015.2016.(2) Includes service as a director of Southern Bank. directors’directors' understanding of the7city’scity's mayor. Mr. Black provides valuable contacts to the Company in area non-profit and religious organizations.firm’sfirm's payroll, payables, and receivables functions, and tax management. She was previously employed in healthcare administration and served as President of a small hospital employee credit union. That institution merged with Maxwell-Gunter Federal Credit Union, where she served on the board of directors for five years. Ms. Brooks provides expertise to the Board of Directors in the evaluation of transportation and other service industry borrowers. Having worked with credit unions provides Ms. Brooks a background for understanding consumer credit and regulatory oversight of financial institutions.area’sarea's economic performance.Charles R. Moffitt. Mr. Moffitt is the managing partner of Morse Harwell Jiles Insurance Agency located in Poplar Bluff. He has held that position since 1999. Mr. Moffitt was previously employed as an insurance producer and manager, and before that as an educator. Mr. Moffitt provides risk management expertise to the Board. His experience managing a successful business provides insight into general management issues of the Company.Company’sCompany's agricultural borrowers, and his experience managing successful farming operations provides insight into general management issues of the Company.8Bluff’sBluff's municipal utilities advisory board. He is Chairman of Southern Bank. Mr. Schalk’sSchalk's experience in the building trades industry provides expertise into the evaluation of commercial and residential real estate lending issues. He is currently Chairman of the Board of Southern Bank. His experience managing a successful business provides insight into general management issues of the Company.Company’sCompany's Board of Directors are generally held on a monthly basis. The Company’sCompany's Board of Directors held twelve regular meetings and eightsix special meetings during the fiscal year ended June 30, 2015.2016. All directors of the Company attended at least 75 percent of the aggregate of the total number of Board meetings. The Company’sCompany's policy is for all directors to attend its annual meeting of shareholders, and all directors attended last year’syear's annual meeting.“independent"independent directors,”" as that term is defined in Rule 5605(a)(2) of the Marketplace Rules of the Nasdaq Stock Market (“NASDAQ”("NASDAQ"). Among other things, when making this determination, the Board considers each director’sdirector's current or previous employment relationships and material transactions or relationships with the Company or the Bank, members of their immediate family and entities in which the director has a significant interest. The purpose of this review is to determine whether any relationships or transactions exist or have occurred that are inconsistent with a determination that the director is independent. Among other matters, in reaching its determination on independence, the Board considered the fact that certain of the directors or their affiliates have borrowed money from the Bank. See “Business"Business Relationships and Transactions with Executive Officers, Directors and Related Persons.”531 Vine Street,2991 Oak Grove Road, Poplar Bluff, Missouri 63901.9531 Vine Street,2991 Oak Grove Road, Poplar Bluff, Missouri 63901 or by calling (573) 778-1800. In addition, the Code of Business Conduct and Ethics has been filed with the SEC as Exhibit 14 to the Company’sCompany's Annual Report on Form 10-K for the year ended June 30, 20112016 and is available on our investor relations website athttp://investors.bankwithsouthern.com under “Corporate"Corporate Overview/Corporate Governance.”“—"—Board Meetings and Committees.”" These committees regularly provide reports of their activities and recommendations to the full Board. In addition, members of senior management regularly attend meetings of the Board to report to the Board on the primary areas of risk that we face.2015, with the exception of Director Black, who missed two Audit Committee meetings, and Director Robison, who missed one Compensation Committee meeting. The Board of Directors has adopted written charters for the Audit Committee, the Compensation Committee and the Nominating Committee.2016. The charters for the Audit Committee, Compensation Committee and the Nominating Committee are available on our investor relations website atinvestors.bankwithsouthern.com at “Corporate"Corporate Overview/Corporate Governance.”" You also may obtain a copy of these committee charters free of charge by writing to the Corporate Secretary of the Company, 531 Vine Street,2991 Oak Grove Road, Poplar Bluff, Missouri 63901 or by calling (573) 778-1800.“independent directors”"independent directors" under the Nasdaq listing standards. The Board of Directors has determined that Director Love is an “audit"audit committee financial expert”expert" as defined in Item 407(e) of Regulation S-K of the Securities and Exchange Commission and that all of the Audit Committee members meet the independence and financial literacy requirements under the Nasdaq listing standards. The Audit Committee operates under a written charter adopted by the Company’sCompany's Board of Directors, a copy of which is available on our investor relations website, at10“Corporate"Corporate Overview/Corporate Governance.”" In fiscal 2015,2016, the Audit Committee met four times.Company’sCompany's independent auditor and for reviewing the annual audit prepared by our independent registered public accounting firm. The functions of the Audit Committee also include:· approving non-audit and audit services to be performed by the independent registered public accounting firm; · reviewing and approving all related party transactions for potential conflict of interest situations; · reviewing and assessing the adequacy of the Audit Committee Charter on an annual basis; · ensuring the existence of effective accounting and internal control systems; and · overseeing the entire audit function of the Company, both internal and independent. · determining compensation to be paid to the Company’sCompany's officers and employees, which are based on the recommendation of Mr. Steffens, except that compensation paid to Mr. Steffens is determined based on the recommendation of a majority of the independent directors, and Mr. Steffens is not present during voting or deliberations concerning his compensation; and· overseeing the administration of the employee benefit plans covering employees generally. Company’sCompany's Stock Option and Incentive Plan, Equity Incentive Plan, and the Management Recognition and Development Plan and reviews overall compensation policies for the Company. The Company’sCompany's Compensation Committee met one time during the fiscal year ended June 30, 2015.Schalk (Chairman), Love,Brooks, Bagby, and Moffitt.Robison. The committee is primarily responsible for selecting nominees for election to the Board. The Nominating Committee generally meets once per year to make nominations. The Nominating Committee will consider nominees recommended by shareholders in accordance with the procedures in the Company’sCompany's bylaws, but the Nominating Committee has not actively solicited such nominations. The Nominating Committee has the following responsibilities:· recommend to the Board the appropriate size of the Board and assist in identifying, interviewing and recruiting candidates for the Board; 11· recommend candidates (including incumbents) for election and appointment to the Board of Directors, subject to the provisions set forth in the Company’sCompany's articles of incorporation and bylaws relating to the nomination or appointment of directors, based on the following criteria: business experience, education, integrity and reputation, independence, conflicts of interest,diversity, age, number of other directorships and commitments (including charitable obligations), tenure on the Board, attendance at Board and committee meetings, stock ownership, specialized knowledge (such as an understanding of banking, accounting, marketing, finance, regulation and public policy) and a commitment to the Company’sCompany's communities and shared values, as well as overall experience in the context of the needs of the Board as a whole;· review nominations submitted by shareholders, which have been addressed to the Corporate Secretary, and which comply with the requirements of the Company’sCompany's articles of incorporation and bylaws;· consider and evaluate nominations from shareholders using the same criteria as all other nominations; · annually recommend to the Board committee assignments and committee chairs on all committees of the Board, and recommend committee members to fill vacancies on committees as necessary; and · perform any other duties or responsibilities expressly delegated to the Committee by the Board. Company’sCompany's bylaws. In general, to be timely, a shareholder’sshareholder's notice must be received by the Company not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’syear's annual meeting; however, if less than 100 days’days' notice of the date of the scheduled annual meeting is given by the Company, the shareholder has until the close of business on the tenth day following the day on which notice of the date of the scheduled annual meeting was made. The shareholder’sshareholder's notice must include certain other information set forth in the Company’sCompany's bylaws. This description is a summary of our nominating process. Any shareholder wishing to propose a director candidate to the Company should review and must comply in full with the procedures set forth in the Company’sCompany's articles of incorporation and bylaws and in Missouri law. During the fiscal year ended June 30, 2015,2016, the Nominating Committee met on threeoccasionstwo occasions for the selection of director nominees, with respect to committee assignments, and for the naming of officers.Company’sCompany's Board of Directors. In setting director compensation, the Board of Directors considers the significant amount of time and level of skill required for service on the Boards of the Company and the Bank, particularly due to the duties imposed on directors of public companies and financial institutions. The types and levels of director compensation are annually reviewed and set by the Compensation Committee and ratified by the full Board of Directors.2015,2016, each director received a monthly fee of $1,100 for serving on the Bank’sBank's Board of Directors.1220152016 (except for Mr. Steffens whose compensation is reported as a named executive officer). No option or restricted stock awards were granted in fiscal 2015.Name Fees Earned
or Paid in
Cash Change in
Pension Value
and Non Qualified
Deferred
Compensation
Earnings Total Sammy A. Schalk $ 24,000 $ — $ — $ 6,226 $ 30,226 Charles R. Love 24,000 — — 4,532 28,532 Charles R. Moffitt 24,000 — — 4,532 28,532 Ronnie D. Black 24,000 — — — 24,000 Dennis C. Robinson 24,000 — — 3,244 27,244 Rebecca M. Brooks 24,000 — — 4,340 28,340 L. Douglas Bagby 24,000 — — — 24,000 David J. Tooley 24,000 — — 2,488 26,488 Todd E. Hensley 20,000 42,900 70,200 — 133,100 Name Total Sammy A. Schalk $ 24,000 $ --- $ --- $ 403 $ 24,403 Charles R. Love 29,000 --- --- 4,914 33,914 Charles R. Moffitt 24,000 --- --- 4,914 28,914 Ronnie D. Black 24,000 --- --- --- 24,000 Dennis C. Robinson 24,000 --- --- 3,533 27,533 Rebecca M. Brooks 24,000 --- --- 4,705 28,705 L. Douglas Bagby 24,000 --- --- --- 24,000 David J. Tooley 29,000 --- --- 2,722 31,722 Todd E. Hensley 24,000 --- 24,000 (1) Mr. Robison holds exercisable options to purchase 10,000 shares. Mr. Tooley holds options to purchase 4,000 shares, none2,000 of which are currently exercisable, and Mr. Hensley holds options to purchase 10,000 shares, 2,0004,000 of which are currently exercisable.(2) Each of the directors has been awarded 4,000 shares of restricted stock granted under the 2008 Equity Incentive Plan; for all directors with the exception of Mr. Hensley, the award vests in equal annual installments of 20% beginning June 30, 2013. For Mr. Hensley, the award vests annually in equal installments of 20% beginning September 5, 2015. directors’directors' past service to the Bank and to ensure their continued service on the Board. Each agreement provides that, following a director’sdirector's termination of service on the Board on or after age 60, other than termination for cause, the director will receive five annual payments equal to the product of the cash fees paid to the director during the calendar year preceding his retirement and the director’sdirector's vested percentage. The vested percentage is determined as follows: 50% after five years of service, 75% after 10 years of service, and 100% after 15 years of service. The benefits payable under the director’sdirector's retirement agreements are unfunded and unsecured obligations of Southern Bank payable solely out of the general assets of Southern Bank.“named"named executive officers”officers".· Greg A. Steffens, President and Chief Executive Officer · Matthew T. Funke, Chief Financial Officer · Kimberly A. Capps, Chief Operations Officer · William D. Hribovsek, Chief Lending Officer 13· Lora L. Daves, Chief Credit Officer 20152016 included the following:· increases in base salaries during fiscal 20152016 of between 3.6%3.4% and 21.6%27.3%, based on merit, achievement of key business plan goals, increasing responsibilities as part of a growing organization, the need to stay market competitive and retain personnel who are integral to our continued plans for growth and management succession.· the payment of bonuses based on achievement of key business plan goals during fiscal 2015.2016.· attract the right people and differentiate compensation based on performance; · retain top performers and reward them for helping us build and sustain our culture and values and achieve our business strategy and goals; · compensate our people in ways that inspire and motivate them, both individually and as a team, to execute our vision and drive for enduring customer satisfaction; · provide total compensation and learning and development opportunities that are competitive with that of other companies of similar size and complexity; and · properly align risk-taking and compensation. Company’sCompany's success. The Compensation Committee seeks to establish compensation levels that attract highly effective executives who work well as a team. Our overriding principles in setting types and amounts of compensation are:· Merit/Performance Based – Individual compensation is linked to the successful achievement of performance objectives. · Market Competition – Total compensation attracts, retains, and motivates our top performers at a competitive level in our market. · Shareholder Value – Compensation components that align the interests of key management, especially the named executive officers with those of our shareholders in furtherance of our goal to increase shareholder value. 14executives’executives' interests with our shareholders’shareholders' interests). Each executive officer of the Company also is an executive officer of the Bank. Executive officers are not compensated separately for their service to theSteffens’Steffens' receipt of fees for service on the Company’sCompany's board of directors. The Compensation Committee considers the significant amount of time and level of skill required to perform the required duties of each executive’sexecutive's position, taking into account the complexity of our business as a regulated public company and financial institution, and informally reviews peer compensation data.executive’sexecutive's experience and tenure, the executive’sexecutive's individual performance and responsibilities. We review salary levels annually to recognize these factors. We do not target base salary at any particular percentage of total compensation.2015,2016, Mr. Steffens received an increase in base salary from $260,000$275,000 to $275,000;$350,000; Mr. Funke received an increase in base salary from $155,000$179,500 to $179,500;$200,000; Ms. Capps received an increase in base salary from $140,000$145,000 to $145,000;$150,000; Mr. Hribovsek received an increase in base salary from $185,000$225,000 to $225,000;$250,000; and Ms. Daves received an increase in base salary from $132,000$145,000 to $145,000.$155,000. Increases were attributed to achievement of key business goals related to the areas overseen by each executive officer; the need to retain top performers; the need to retain key management succession candidates; and recognition of the growing complexity of our Company and increasing responsibilities of our executive officers.2013, 2014, 2015 and 2015,2016, all executive officers received cash bonuses. In determining the amount of cash bonuses to award, the compensation committee and board of directors primarily consider the Company’sCompany's results in comparison to business plan targets for such measures as return on equity, earnings per share growth, net interest margin, noninterest income, and noninterest expense, as well as accomplishment of strategic objectives such as growth, entry to new markets, capitalization, and other factors. Generally, our compensation committee has viewed as a guideline a potential bonus payment of up to 25% of base salary, and made a determination of the amount of the awards to executive officers based on accomplishment of these strategic objectives. The compensation committee has also, since June 30, 2012, held 50% of each fiscal year’syear's bonus for payout at the conclusion of the following fiscal year, as both a retention incentive and to discourage excessive risk-taking on the part of our executive management team.15
2008 Equity Incentive Plan(split-adjusted) for stock awards under this plan. Awards are discretionary and are based on an assessment of the participant’sparticipant's position, years of service, and contribution to the success and growth of the Company. Stock awards under the plan generally have vested in equal installments over five years from the date of grant. Prior to the vesting of the shares, the recipient has voting and dividend rights and no transfer rights over the shares. All shares available have been awarded under this Plan, and the final 2,429 shares will vest over the 2016 and 2017 fiscal years.Company’sCompany's shareholders. The Company reserved 132,000 shares of common stock (split-adjusted) for awards of restricted stock and restricted stock units under this plan. During fiscal 2015,2016, there were 6,0003,750 shares awarded under this plan. A total of 103,928107,678 shares have been awarded under this plan, 1,550 shares have been forfeited and 28,07225,872 remain available for award.participant’sparticipant's position, years of service, and contribution to the success and growth of the Company. The plan provides for the award of incentive stock options to qualifying employees under the federal tax laws. Stock awards under the plan generally have vested in equal installments over five years from the date of grant and must be exercised within 10 years. The exercise price of options awarded always has been the fair market value of a share of the Company’sCompany's common stock on the date of grant. In fiscal 2015, 10,0002016, no shares were awarded, and none forfeited, under this plan. As of June 30, 20152016 there were 171,206187,772 shares remaining available for future awards under the 2003 Stock Option Plan which include 3,000 shares remaining available under the 200,000 shares authorization and an additional 168,206184,772 shares that became available as a result of cash proceeds realized on stock option exercises and stock repurchases by the Company since the adoption of the 2003 Stock Option Plan. See “Potential"Potential Termination and Change in Control Payments”Payments" for benefits under the plan upon termination without cause or a change in control.16Company’sCompany's securities; (iv) a majority of the board is no longer the current members or chosen by the current members; or (v) any reorganization, acquisition or sale of substantial assets in which the Company or Bank is not the resulting entity. If Mr. Steffens’sSteffens's employment is terminated or constructively terminated under the guidelines described in the previous paragraph in connection with or within 12 months of a change of control, the Bank would be required to pay to Mr. Steffens in a lump sum 299% of his Section 280G base amount (which is Mr. Steffens’sSteffens's average annual W-2 compensation during the five full calendar year periods prior to the effective date of the termination) and continue to provide access to health benefits for the remainder of the term of the agreement.“Compensation"Compensation Discussion and Analysis”Analysis" for June 30, 2015.2016. Based on this review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement.172014 and 20132014 by the Named Executive Officers of the Company.
Principal Position
Year
Awarded
Awards
Pension Value
and Non
Deferred
Compensation
Earnings
Compensation(1) Greg A. Steffens 2015 $ 269,703 $ 44,025 $ — $ — $ — $ — $ 52,243 $ 365,971 Chief Executive Officer 2014 253,000 41,025 — — — — 52,137 346,162 2013 244,794 36,875 — — — — 52,484 334,153 Matthew T. Funke 2015 167,181 27,600 — — — — 22,569 217,350 and Chief Financial Officer 2014 149,077 24,225 — — — — 22,743 196,045 2013 141,304 24,375 — — — — 22,727 188,406 Kimberly A. Capps 2015 140,892 24,450 — — — — 20,339 185,681 and Chief Operations Officer 2014 136,769 21,700 — — — — 20,194 178,663 2013 133,183 21,000 — — — — 21,579 175,762 William D. Hribovsek 2015 208,007 34,525 — — — — 24,799 267,331 and Chief Lending Officer 2014 179,630 28,650 — — — — 22,223 230,503 2013 173,381 25,500 — — — — 22,385 221,266 Lora L. Daves 2015 136,892 22,850 — — — — 18,814 178,556 and Chief Credit Officer 2014 129,846 20,600 — — — — 18,475 168,921 2013 124,765 20,500 — — — — 18,660 163,925
Principal Position
YearSalary Bonus
Awarded
AwardsChange in Pension Value and Non Deferred Compensation Earnings
Compensation(1)Total 2016 $ 334,808 $ 39,875 $ --- $ --- $ --- $ --- $ 51,233 $ 425,916 Chief Executive Officer 2015 269,703 44,025 --- --- --- --- 52,243 365,971 2014 253,000 41,025 --- --- --- --- 52,137 346,162 2016 $ 188,962 $ 24,750 $ $ $ $ $ 23,417 $ 237,129 and Chief Financial Officer 2015 167,181 27,600 --- --- --- --- 22,569 217,350 2014 149,077 24,225 --- --- --- --- 22,743 196,045 2016 $ 147,308 $ 19,750 $ $ $ $ $ 19,578 $ 186,636 and Chief Operations Officer 2015 140,892 24,450 --- --- --- --- 20,339 185,681 2014 136,769 21,700 --- --- --- --- 20,194 178,663 2016 $ 236,538 $ 30,875 $ $ $ $ $ 25,055 $ 292,468 and Chief Lending Officer 2015 208,007 34,525 --- --- --- --- 24,799 267,331 2014 179,630 28,650 --- --- --- --- 22,223 230,503 2016 $ 149,615 $ 19,750 $ $ $ $ $ 17,879 $ 187,244 and Chief Credit Officer 2015 136,892 22,850 --- --- --- --- 18,814 178,556 2014 129,846 20,600 --- --- --- --- 18,475 168,921 (1) Includes matching and profit-sharing contributions made by the Company to the executive’sexecutive's 401(k) accounts, payments made on the executive’sexecutive's behalf under the group health insurance plan, and for Mr. Steffens, board fees. The 401(k) profit-sharing contribution for fiscal 20132016 was based on fiscal 20132016 compensation and made during fiscal 2014.2017, and the bonus for fiscal 2016 was based on fiscal 2016 performance and paid in fiscal 2017. The 401(k) profit-sharing contribution for fiscal 2015 was based on fiscal 2015 compensation, and made during fiscal 2016, and the bonus for fiscal 2015 was based on fiscal 2015 performance and paid in fiscal 2016. The 401(k) profit-sharing contribution for fiscal 2014 was based on fiscal 2014 compensation, and made during fiscal 2015. The 401(k) profit-sharing contribution for fiscal 2015 was based on fiscal 2015 and made during fiscal 2016. The amount does not include personal benefits or perquisites, because none exceeded $10,000 worth of such benefits, in the aggregate.182015.2015. Securities Underlying Options Stock Awards Equity
Incentive
Plan
Awards Expiration
That Have
Not Vested
Value
or Units
That Have
Not
Vested(1) Equity
Incentive Plan
Awards:
Number of
Unearned
Shares That
Have Not
Vested Equity Incentive
Plan Awards:
Market Value or
Payout Value of
Unearned Shares
That Have Not
Vested Greg A. Steffens — — — n/a n/a 4,800 $ 90,480 — — Matthew T. Funke 10,000 — — $ 6.375 1/19/2020 3,200 60,320 — — Kimberly A. Capps 10,000 — — $ 6.375 1/19/2020 3,200 60,320 — — William D. Hribovsek 10,000 — — $ 6.375 1/19/2020 3,200 60,320 — — Lora L. Daves 10,000 — — $ 6.375 1/19/2020 3,200 60,320 — — Securities Underlying Options Stock Awards Equity Incentive Plan Awards Expiration Equity Incentive Plan Awards: Number of Unearned Shares That Have Not Vested Equity Incentive Plan Awards: Market Value or Payout Value of Unearned Shares That Have Not Vested Greg A. Steffens --- --- --- n/a n/a 2,400 $56,472 --- --- Matthew T. Funke 10,000 --- --- $6.375 1/19/2020 1,600 37,648 --- --- Kimberly A. Capps 10,000 --- --- $6.375 1/19/2020 1,600 37,648 --- --- William D. Hribovsek 10,000 --- --- $6.375 1/19/2020 1,600 37,648 --- --- Lora L. Daves --- --- --- n/a n/a 1,600 37,648 --- --- (1) Value for fiscal year 20152016 is based on the $18.85$23.53 closing price of a share of the Company’sCompany's common stock on the last trading day of fiscal 2015.2016.20152016 with respect to each named executive officer. Option Awards Stock Awards Name Number of Shares
Acquired on
Exercise Value Realized
on Exercise(1) Number of Shares
Acquired on Vesting Value Realized
on Vesting(2) Greg A. Steffens - $ - 2,400 $ 45,240 Matthew T. Funke - - 1,600 30,160 Kimberly A. Capps - - 1,600 30,160 William D. Hribovsek - - 1,600 30,160 Lora L. Daves - - 1,600 30,160 Option Awards Stock Awards
ExerciseNumber of Shares Acquired on Vesting Greg A. Steffens - $ - 2,400 $ 56,472 Matthew T. Funke - - 1,600 37,648 Kimberly A. Capps - - 1,600 37,648 William D. Hribovsek - - 1,600 37,648 Lora L. Daves 10,000 171,550 1,600 37,648 (1) Represents dollar value realized upon exercise of stock options, based on the difference between the market value of the shares acquired at the time of exercise and the exercise price. (2)1920152016 under the circumstances shown. The tables exclude (i) amounts accrued through June 30, 20152016 that would be paid in the normal course of continued employment, such as accrued but unpaid salary, and (ii) account balances under Southern Missouri’sMissouri's 401(k) plan.Name Name of Compensation Component
or Plan Termination
Without Cause
or Constructive
Termination Change-in-
Control
With No
Termination Termination in
Connection With or
Following a Change
in Control Greg A. Steffens Employment Agreement(1) $ 273,904 (2) $ — $ 839,642 (3) 2008 Equity Incentive Plan — 90,480 (4) 90,480 (4) 2003 Stock Option Plan(5) — — — Matthew T. Funke 2008 Equity Incentive Plan — 60,320 (4) 60,320 (4) 2003 Stock Option Plan(5) — — — Kimberly A. Capps 2008 Equity Incentive Plan — 60,320 (4) 60,320 (4) 2003 Stock Option Plan(5) — — — William D. Hribovsek 2008 Equity Incentive Plan — 60,320 (4) 60,320 (4) 2003 Stock Option Plan(5) — — — Lora L. Daves 2008 Equity Incentive Plan — 60,320 (4) 60,320 (4) 2003 Stock Option Plan(5) — — — Name
Control
With No
Termination Greg A. Steffens $ 318,295 $ --- $ 936,719 2008 Equity Incentive Plan --- 56,472 56,472 --- --- --- Matthew T. Funke 2008 Equity Incentive Plan --- 37,648 37,648 --- --- Kimberly A. Capps 2008 Equity Incentive Plan --- 37,648 37,648 --- --- --- William D. Hribovsek 2008 Equity Incentive Plan --- 37,648 37,648 --- --- --- Lora L. Daves 2008 Equity Incentive Plan --- 37,648 37,648 --- --- --- (1) Presumes that employment agreement has a full one-year term on June 30, 2015,2016, termination date and that the payout is based on 20152016 compensation levels.(2) Represents average of Mr. Steffens’Steffens' 2016 and 2015 and 2014 base salary of $267,500$312,500 plus $6,404$5,795 for health benefits. These amounts would be paid out over the one year term.(3) Represents 299% of Mr. Steffens’Steffens' Section 280G base amount as of the termination date, in a lump sum, a portion of which may be applied towards health related benefits over three years.(4) Amount represents the value of the executive’sexecutive's unvested shares of restricted stock based on the $18.85$23.53 closing price of a share of the Company’sCompany's stock as of the last trading day of fiscal 2015,2016, which shares would no longer be restricted.(5) No options awarded to executives under this plan are unvested as of June 30, 2015.2016.individual’sindividual's base amount are deemed to be “excess"excess parachute payments.”" Individuals receiving parachute payments in excess of three times their base amount are subject to a 20% excise tax on the amount of the excess payments. If excess parachute payments are made, the Company and the Bank would not be entitled to deduct the amount of the excess payments. Mr. Steffens’sSteffens's employment agreement provides that severance and other payments that are subject to a change in control will be reduced as much as necessary to ensure that no amounts payable to the executive will be considered excess parachute payments.20Bancorp’sBancorp's directors and executive officers, and persons who own more than 10% of Southern Missouri Bancorp’sBancorp's common stock to report their initial ownership of Southern Missouri Bancorp’sBancorp's common stock and any subsequent changes in that ownership to the SEC. Specific due dates for these reports have been established by the SEC and Southern Missouri Bancorp is required to disclose in this proxy statement any late filings or failures to file.2015,2016, were filed timely with the exception of one late form filed by Officer Hribovsek on November 20, 2014,Director Robison covering the sale of 2,000 shares (split-adjusted), which was not timely with regard to the sale of 1,294 of those shares (split-adjusted).133 shares. All other Section 16(a) filing requirements applicable to our executive officers, directors and greater than 10% beneficial owners were complied with.“related party”"related party" transactions under applicable regulations of the Securities and Exchange Commission are subject to the review and approval of the Audit Committee and ratification by the Board of Directors. All other transactions with executive officers, directors and related persons are approved by the Board of Directors. Pursuant to the Agreement and Plan of Reorganization among the Company, Peoples Service Company and Peoples Banking Company, the Company repaid in full to Director Hensley, the Chairman, President and Chief Executive Officer of Peoples Service Company and Peoples Banking Company at the time of the close of the Merger, loans totaling $458,000 made by Director Hensley as Trustee of the Todd E. Hensley Revocable Living Trust to Peoples Banking Company and a loan in the amount of $2.46 million made by Robert Hensley, Director Hensley’s father as Trustee of the Robert E. Hensley Revocable Living Trust, to Peoples Service Company.Bank’sBank's underwriting guidelines, and do not involve more than the normal risk of collectibility or present other unfavorable features. These loans to directors and executive officers are not made at preferential rates; however, certain Bank closing fees may be waived. No director, executive officer or any of their affiliates had outstanding indebtedness to the Bank at below market interest rates since June 30, 2015.Loans2016 with the exception of a discounted home loan rate generally available to all employees of Southern Bank. Loans to all directors and executive officers and their associates totaled approximately $9.4 million$9.7million at June 30, 2015,2016, which was approximately 7.1%7.7% of the Company’sCompany's consolidated shareholders’shareholders' equity at that date. All loans to directors and executive officers were performing in accordance with their terms at June 30, 2015.
2016.21Company’sCompany's named executive officers, as disclosed in the Company’sCompany's proxy statement for the annual meeting pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby approved.Company’sCompany's Board of Directors. Nor will it affect any compensation paid or awarded to any executive. The Compensation Committee and the Board may, however, take into account the outcome of the vote when considering future executive compensation arrangements.“Executive"Executive Compensation,”" the Compensation Committee has a very deliberate and thoughtful process for establishing a broad-based compensation program for our executives. The overall goal of this compensation program is to help the Company and the Bank attract, motivate and retain talented and dedicated executives, orient its executives toward the achievement of business goals, and link the compensation of its executives to the Company’sCompany's success. Executive compensation determinations are a complex and demanding process. The Compensation Committee exercises great care and discipline in its analysis and decision-making and recognizes our shareholders’shareholders' interest in executive compensation practices. The Compensation Committee seeks to establish compensation levels that attract highly effective executives who work well as a team and that are aligned with our corporate values to conduct our business with character, compassion, class and competition. A primary focus of our compensation program is to compensate actual performance, using realistic objectives while not exposing the Company to imprudent levels of risk.“FOR”"FOR" this proposal.Missouri’sMissouri's independent auditors, the Audit Committee, composed of the undersigned directors, each of whom is independent as defined under Nasdaq’sNasdaq's listing standards, carefully reviews the policies and procedures for the engagement of the independent auditors. The Audit Committee also discussed with Southern Missouri’sMissouri's independent auditors the overall scope and plans for the audit. The Audit Committee met with the independentMissouri’sMissouri's internal controls, and the overall quality of Southern Missouri’sMissouri's financial reporting.22“Independent"Independent Registered Public Accounting Firm”Firm" below.Company’s 2015Company's 2016 financial statements. We also reviewed and discussed the audited financial statements with Company management.Missouri’sMissouri's Chief Executive Officer and Chief Financial Officer also reviewed with the Audit Committee the certifications that each such officer will file with the SEC pursuant to the requirements of Sections 302 and 906 of the Sarbanes-Oxley Act of 2002. Management also reviewed with the Audit Committee the policies and procedures it has adopted to ensure the accuracy of such certifications.· The Audit Committee has reviewed and discussed with the Company’sCompany's management the Company’sCompany's fiscal 20152016 audited financial statements;· The Audit Committee has discussed with the Company’sCompany's independent auditors (BKD, LLP) the matters required to be discussed by Statement on Auditing Standards No. 61 and requirements of the Securities and Exchange Commission;· The Audit Committee has received the written disclosures and letter from the independent auditors required by Independence Standards Board No. 1 (which relates to the auditors’auditors' independence from the Company and its related entities) and has discussed with the auditors their independence from the Company; and· Based on the review and discussions referred to in the three items above, the Audit Committee recommended to the Board of Directors that the fiscal 20152016 audited financial statements be included in the Company’sCompany's Annual Report on Form 10-K for the fiscal year ended June 30, 2015.2016.
L. Douglas Bagby
Ronnie D. Black
Sammy A. Schalk
Rebecca M. Brooks
Charles R. Moffitt2015,2016, BKD, LLP provided various audit, audit-related and non-audit services to the Company as follows: (1) the audit of the Company’sCompany's fiscal 20142015 annual financial statements and review of 20152016 financial statements in the Company’sCompany's Quarterly Reports on Form 10-Q, and (2) tax services. Our Audit Committee has appointed BKD, LLP, as the independent registered public accounting firm to audit the Company’sCompany's financial statements for the fiscal year ending June 30, 2016.2017. In23Company’sCompany's independent registered public accounting firm for the 20162017 fiscal year, the Audit Committee considered whether the providing of services (and the aggregate fees billed for those services) by BKD, LLP, other than audit services, is compatible with maintaining the independence of the outside accountants. A representative of BKD, LLP, is expected to attend the meeting to respond to appropriate questions and will have an opportunity to make a statement if he or she so desires.2014 and 2013,2014, BKD, LLP (“BKD”("BKD") provided various audit and audit-related services to the Company. Set forth below are the aggregate fees billed for these services:Company’sCompany's annual financial statements: $133,300 – 2016, $116,500 – 2015, $111,000 – 2014, $83,200 – 2013.2014. Audit fees consist of fees related to the audit of the Company’sCompany's consolidated financial statements and internal control over financial reporting, review of the Company’sCompany's Form 10-K and related proxy statement and services normally provided by the independent auditor in connection with statutory and regulatory filings or engagements such as Registration Statements and Form 8-Ks.Company’sCompany's quarterly reports on Form -10-Q, audit of the Company’sCompany's 401(K) Retirement Plan, and consultation on accounting matters: $43,300 – 2016, $77,400 – 2015, $58,000 – 2014, $45,700 – 2013.SEC’sSEC's rules and regulations. The Audit Committee may establish pre-approval policies and procedures, as permitted by applicable law and SEC regulations and consistent with its charter for the engagement of the independent auditors to render permissible non-audit services to the Corporation, provided that any pre-approvals delegated to one or more members of the committee are reported to the committee at its next scheduled meeting. At this time, the Audit Committee has not adopted any pre-approval policies.24Company’sCompany's financial statements for the fiscal year ending June 30, 2016.2017. In making its determination to appoint BKD as the Company’sCompany's independent auditors for the 20162017 fiscal year, the Audit Committee considered whether the providing of services (and the aggregate fees billed for those services) by BKD, other than audit services, is compatible with maintaining the independence of the outside accountants. Our shareholders are asked to ratify this appointment at the annual meeting. If the appointment of BKD is not ratified by the shareholders, the Audit Committee may appoint other independent auditors or may decide to maintain its appointment of BKD.“FOR”"FOR" THE RATIFICATION OF THE APPOINTMENT OF BKD, LLP AS INDEPENDENT AUDITORS FOR THE COMPANY FOR THE FISCAL YEAR ENDING JUNE 30, 2016.Bancorp’sBancorp's annual report to shareholders, including financial statements, has been mailed to all shareholders of record as of the close of business on the record date. Any shareholder who has not received a copy of the annual report may obtain a copy by writing to the Secretary of Southern Missouri Bancorp. The annual report is not to be treated as part of the proxy solicitation material or as having been incorporated herein by reference.Bancorp’sBancorp's proxy materials for next year’syear's annual meeting of shareholders, any shareholder proposal to take action at such meeting must be received at Southern Missouri Bancorp’sBancorp's main office at 531 Vine Street,2991 Oak Grove Road, Poplar Bluff, Missouri, no later than May 25, 2016.29, 2017. Any such proposals shall be subject to the requirements of the proxy rules adopted under the Securities and Exchange Act of 1934, as amended.Corporation’sCorporation's proxy materials, but otherwise meets the Corporation’sCorporation's eligibility requirements to be presented at the next annual meeting of shareholders, the persons named in the enclosed form of proxy and acting thereon will have the discretion to vote on any such proposal in accordance with their best judgment if the proposal is received at the Corporation’sCorporation's main office no later than July 31, 2016August 5, 2017 and no earlier than July 1, 2016.25