| By Order of the Board of Directors |
|
| Roger L. Dick |
| President and Chief Executive Officer |
PRELIMINARY PROXY UWHARRIE CAPITAL CORP 167UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No.)
Filed by the Registrant x Filed by a Party other than the Registrant ¨
Check the appropriate box:
| x | Preliminary Proxy Statement |
| ¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ¨ | Definitive Proxy Statement |
| ¨ | Definitive Additional Materials |
| ¨ | Soliciting Material Pursuant to §240.14a-12 |
Uwharrie Capital Corp
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| x | No fee required. |
| ¨ | Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. |
| (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: |
| ¨ | Fee paid previously with preliminary materials. |
| ¨ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| (1) | Amount Previously Paid: |
| (2) | Form, Schedule or Registration Statement No.: |
| (3) | Filing Party: |
| (4) | Date Filed: |
Uwharrie Capital Corp
132 North SecondFirst Street
Albemarle, North Carolina 28001
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
and
NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS
NOTICE is hereby given that the Annual Meeting of Shareholders of Uwharrie Capital Corp (the "Company"“Company”) will be held as follows:
Place: Stanly County Agri-Civic Center
26032 Newt Road
Albemarle, North Carolina
Date: Tuesday, May 2, 2000
Time: 4:00 p.m. - Business Meeting
5:30 p.m. -
| Place: | Stanly County Agri-Civic Center | |||
| 26032 Newt Road | ||||
| Albemarle, North Carolina | ||||
| Date: | Tuesday, May 12, 2009 | |||
| Time: | 4:30 p.m. – 6:00 p.m. | Buffet Dinner & Fellowship | ||
| 6:00 p.m. – 6:30 p.m. | Recognitions | |||
| 6:30 p.m. | Business Meeting | |||
The purposes of the meeting are:
1. To elect six directors of the Company;
2. To amend the Articles of Incorporation to authorize the
issuance of preferred stock.
3. To ratify the appointment of Dixon Odom PLLC as the Company's
independent public accountants for 2000; and
4.
| 1. | To elect six (6) directors to three (3) year terms and one (1) director to a two (2) year term; |
| 2. | To ratify a non-binding shareholder resolution regarding executive compensation; |
| 3. | To ratify the appointment of Dixon Hughes PLLC as the Company’s independent registered public accounting firm for 2009; and |
| 4. | To transact such other business as may properly be presented for action at the meeting. |
You are invited to attend the annual meeting in person. However, even if you plan to attend, you are requested to complete, sign and date the enclosed appointment of proxy and return it promptly in the envelope provided for that purpose or to vote via the internet in order to ensure that a quorum is present at the meeting. YOU ARE INVITED TO ATTEND THE ANNUAL MEETING IN PERSON. HOWEVER, EVEN
IF YOU PLAN TO ATTEND, YOU ARE REQUESTED TO COMPLETE, SIGN AND DATE THE ENCLOSED
APPOINTMENT OF PROXY AND RETURN IT PROMPTLY IN THE ENVELOPE PROVIDED FOR THAT
PURPOSE TO ENSURE THAT A QUORUM IS PRESENT AT THE MEETING. THE GIVING OF AN
APPOINTMENT OF PROXY WILL NOT AFFECT YOUR RIGHT TO REVOKE IT OR TO ATTEND THE
MEETING AND VOTE IN PERSON.
By OrderThe giving of an appointment of proxy will not affect your right to revoke it or to attend the meeting and vote in person.
We have elected to furnish our proxy solicitation materials via U.S. mail and also to notify you of the Boardavailability of Directors
Roger L. Dick
Chief Executive Officer
April 7, 2000
UWHARRIE CAPITAL CORP
167our proxy materials on the internet. The notice of annual meeting, proxy statement, proxy card and annual report are available at www.uwharrie.com/vote.
| By Order of the Board of Directors |
|
| Roger L. Dick |
| President and Chief Executive Officer |
March 31, 2009
Uwharrie Capital Corp
132 North SecondFirst Street
Albemarle, North Carolina 28001
(704) 983-6181
704-982-4415
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
This Proxy Statement is being furnished in connection with the solicitation by the Board of Directors of Uwharrie Capital Corp (the "Company"“Company”) of appointments of proxy for use at the annual meeting of the Company'sCompany’s shareholders (the "Annual Meeting"“Annual Meeting”) to be held on Tuesday, May 2, 2000,12, 2009, at 4:006:30 p.m., in the Stanly County Agri-Civic Center, 26032 Newt Road, Albemarle, North Carolina, and at any adjournments thereof. The Company'sCompany’s proxy solicitation materials are being mailed to shareholders on or about April 7, 2000.
March 31, 2009 to shareholders of record as of March 6, 2009.
Voting of Proxies
Persons named in the enclosed appointment of proxy as proxies (the "Proxies"“Proxies”) to represent shareholders at the Annual Meeting are Roger L. Dick, Ron B. DavisBrendan P. Duffey and Chris A. Whitfield.Christy D. Stoner. Shares represented by each appointment of proxy which is properly executed, returnedsubmitted by mail or the internet and not revoked, will be voted in accordance with the directions contained therein. If no directions are given, such shares will be voted "FOR"“FOR” the election of each of the sixseven (7) nominees for director named in Proposal 1 and "FOR"“FOR” Proposals 2 and 3. If, at or before the time of the Annual Meeting, any nominee named in Proposal 1 has become unavailable for any reason, the proxiesProxies will be authorized to vote for a substitute nominee. On such other matters as may come before the meeting, the proxiesProxies will be authorized to vote in accordance with their best judgment.
Record Date
The close of business on March 15, 2000,6, 2009 has been fixed as the record date (the "Record Date"“Record Date”) for the determination of shareholders entitled to notice of and to vote at the Annual Meeting. Only those shareholders of record on that date will be eligible to vote on the proposals described herein.
Voting Securities
The Company'sCompany’s voting securities are the shares of its common stock, par value $1.25 per share, of which 5,545,5977,593,929 shares were issued and outstanding on March 6, 2009. There were approximately 3,499 shareholders of the Company’s common stock on December 31, 1999.
2008.
Voting Procedures; Quorum; Votes Required for Approval
At the Annual Meeting, each shareholder will be entitled to one vote for each share held of record on the Record Date on each matter submitted for voting and, in the election of directors, for each director to be elected. In accordance with North Carolina law, shareholders In
A majority of the electionshares of directors, the sixCompany’s common stock issued and outstanding on the Record Date must be present in person or by proxy to constitute a quorum for the conduct of business at the Annual Meeting.
Assuming a quorum is present, in the case of Proposal 1 below, the seven (7) nominees receiving the highestgreatest number of votes willshall be elected.
For Proposal
In the case of Proposals 2 and 3, for each such proposal to be approved, the proposalnumber of votes cast for approval must be approved by a
majorityexceed the number of votes cast against the shares entitled to vote at the Annual Meeting on such proposal. Abstentions and broker nonvotes will have the same effect as a vote against the
proposal.
For Proposal 3 to be approved, a majority of the shares represented in
person and by proxy and entitled to vote at the Annual Meeting must be voted in
favor of approval. Abstentions and broker nonvotesnon-votes will have no effect in the
voting on this proposal.
effect.
Revocation of Appointment of Proxy
Any shareholder who executes an appointment of proxy has the right to revoke it at any time before it is exercised by filing with the Secretary of the Company either an instrument revoking it or a duly executed appointment of proxy bearing a later date, or by attending the Annual Meeting and announcing his or her intention to vote in person.
Expenses of Solicitation
The Company will pay the cost of preparing, assembling and mailing this Proxy Statement. Appointments of proxy also may be solicited personally or by telephone by the Company's and the Bank's directors, officers and employees of the Company and its subsidiaries without additional compensation. The Company will reimburse banks, brokers and other custodians, nominees and fiduciaries for their costs in sending the proxy materials to beneficial owners.
Authorization to Vote on Adjournment and Other Matters
Unless the Secretary of the Company is instructed otherwise, by signing an appointment of proxy, shareholders will be authorizing the Proxies to vote in their discretion regarding any procedural motions that may come before the Annual Meeting. For example, this authority could be used to adjourn the Annual Meeting if the Company believes it is desirable to do so. Adjournment or other procedural matters could be used to obtain more time before a vote is taken in order to solicit additional appointments of proxy to establish a quorum or to provide additional information to shareholders. However, appointments of proxy voted against any one of the Proposals will not be used to adjourn the Annual Meeting. The Company does not have any plans to adjourn the meeting at this time, but intends to do so, if needed, to promote shareholder interests.
Beneficial Ownership of Securities by ManagementDirectors, Nominees and Nominees
Executive Officers
As of December 31, 1999, there wereMarch 6, 2009, no persons who wereshareholder known to management of the Company to beneficially ownowned more than 5% of the Company'sCompany’s common stock. stock, except as disclosed in the following table.
2
Name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership | Percent of Class | |||
Uwharrie Capital Corp Employee Stock Ownership Plan and Trust Albemarle, NC | 390,077 | (1) | 5.14 |
| (1) | Robert O. Bratton, Roger L. Dick, Brendan P. Duffey, David C. Gaskin, Susan B. Gibson, J. Michael Massey, Christy D. Stoner, and Barbara S. Williams serve as trustees for the Uwharrie Capital Corp Stock Ownership Plan and Trust (the “ESOP”). |
The following table lists the individual beneficial ownership of the Company'sCompany’s common stock as of December 31, 1999,March 6, 2009, by the Company'sCompany’s current directors, and nominees for director by the Company'sand executive officers, named
in the Summary Compensation Table below, and by all current directors, nominees and executive officers of the Company as a group. No current director or
executive officer owned more than 1% of the shares outstanding on December 31,
1999. Current directors nominees and executive officers as a group beneficially owned 8.19%14.30% of the shares outstanding or options exercisable by members of the
groupCompany’s common stock on such date.
Name of Amount and Nature of
Beneficial Owner
Name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership (1)(2) | Percent of Class | |||
W. Stephen Aldridge, III Albemarle, NC | 2,400 | (3) | 0.03 | ||
Robert O. Bratton Concord, NC | 257 | 0.00 | |||
Joe S. Brooks Albemarle, NC | 23,066 | (4) | 0.30 | ||
Ronald T. Burleson Richfield, NC | 18,864 | (5) | 0.25 | ||
Bill C. Burnside Albemarle, NC | 12,875 | (6) | 0.17 | ||
Roger L. Dick Albemarle, NC | 109,066 | 1.42 | |||
Brendan P. Duffey Cary, NC | 68,295 | 0.89 | |||
Henry E. Farmer, Sr. Albemarle, NC | 5,806 | 0.08 | |||
Charles F. Geschickter, III Stanfield, NC | 915 | 0.01 | |||
Thomas M. Hearne, Jr. Albemarle, NC | 12,195 | 0.16 | |||
3
Name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership (1)(2) | Percent of Class | |||
Charles D. Horne Wadesboro, NC | 913 | 0.01 | |||
Patricia K. Horton Concord, NC | 5,680 | (7) | 0.07 | ||
W. Kenneth Huntley Wadesboro, NC | 3,835 | 0.05 | |||
Joseph R. Kluttz, Jr. Albemarle, NC | 7,390 | 0.10 | |||
W.D. “Bill” Lawhon, Jr. Albemarle, NC | 33,444 | (8) | 0.44 | ||
Lee Roy Lookabill, Jr. Wadesboro, NC | 7,348 | (9) | 0.10 | ||
W. Chester Lowder Norwood, NC | 3,541 | (10) | 0.05 | ||
Barry S. Moose Mt. Pleasant, NC | 3,314 | (11) | 0.04 | ||
James E. Nance Albemarle, NC | 38,796 | (12) | 0.51 | ||
Emmett S. Patterson Wadesboro, NC | 1,298 | 0.02 | |||
Timothy J. Propst Concord, NC | 11,639 | (13) | 0.15 | ||
Susan J. Rourke Harrisburg, NC | 3,092 | 0.04 | |||
Donald P. Scarborough Polkton, NC | 9,262 | (14) | 0.12 | ||
John W. Shealy, Jr. Concord, NC | 4,302 | 0.06 | |||
Michael E. Snyder, Sr. Albemarle, NC | 84,401 | 1.11 | |||
Douglas L. Stafford Albemarle, NC | 15,309 | 0.20 | |||
Christy D. Stoner Albemarle, NC | 134,828 | (15) | 1.75 | ||
4
Name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership (1)(2) | Percent of Class | |||
Jimmy L. Strayhorn Wadesboro, NC | 70,483 | 0.92 | |||
Jeffrey M. Talley Stanfield, NC | 5,001 | (16) | 0.07 | ||
Emily M. Thomas Wadesboro, NC | 2,529 | 0.03 | |||
Edward B. Tyson Kannapolis, NC | 6,869 | (17) | 0.09 | ||
Barbara S. Williams Albemarle, NC | 37,494 | (18) | 0.49 | ||
All current directors, nominees and executive officers as a group (32 persons) | 1,134,584 | (19) | 14.30 | ||
| (1) | Except as otherwise noted, to the best knowledge of management of the Company, the individuals named or included in the group above exercise sole voting and investment power with respect to all shares shown as beneficially owned. The calculations of the percentage of class beneficially owned by each individual are based on a total of 7,593,929 shares outstanding on March 6, 2009 plus the number of shares capable of being issued to that individual (if any) within 60 days of March 6, 2009 upon the exercise of stock options held by that individual (if any). |
| (2) | Includes shares over which the named individual shares voting and investment power as follows: Mr. Brooks – 9,467 shares; Mr. Burnside – 11,860 shares; Mr. Duffey – 1,091 shares; Mr. Farmer – 1,001 shares; Mr. Geschickter – 915 shares; Ms. Horton – 108 shares; Mr. Huntley – 3,835 shares; Mr. Lawhon – 562 shares; Mr. Lookabill - 3,914 shares; Mr. Lowder – 2,284 shares; Mr. Moose – 243 shares; Mr. Nance – 6,157 shares; Ms. Rourke – 2,009 shares and Mr. Talley – 528 shares. |
| (3) | Includes 1,059 shares held by Mr. Aldridge as custodian for minor child. |
| (4) | Includes 327 shares held by Mr. Brooks’ adult child. |
| (5) | Mr. Burleson disclaims beneficial ownership as to 2,829 shares owned by an adult child. |
| (6) | Includes 482 shares owned by Mr. Burnside’s spouse. |
| (7) | Includes 1,994 shares held by Ms. Horton’s spouse and 168 shares held by Ms. Horton’s spouse as custodian for grandchildren. |
| (8) | Includes 121 shares held by Mr. Lawhon as custodian for grandchild. |
| (9) | Includes 1,521 shares held by Mr. Lookabill as custodian for grandchildren. |
| (10) | Includes 666 shares held by Mr. Lowder’s adult child. |
| (11) | Includes 3,071 shares owned by Mr. Moose’s spouse and father-in-law jointly. |
5
| (12) | Includes 6,500 shares held by Mr. Nance’s spouse and 19,500 shares held by Mr. Nance as custodian for his children. |
| (13) | Includes 530 shares held by Mr. Propst as custodian for children and 2,168 shares held by Mr. Propst’s spouse. |
| (14) | Includes 6,892 shares held by Mr. Scarborough’s mother, for whom he is Power of Attorney. |
| (15) | Includes 4,019 shares held by Ms. Stoner as custodian for a minor child. |
| (16) | Includes 887 shares held by Mr. Talley’s spouse. |
| (17) | Includes 5,293 shares held by Mr. Tyson’s spouse. |
| (18) | Includes 646 shares held by Ms. Williams’ spouse. |
| (19) | Includes an aggregate of 339,972 shares that directors or executive officers included in the group could purchase under stock options exercisable within 60 days of March 6, 2009. Also includes 390,077 shares held by the ESOP for which Robert O. Bratton, Roger L. Dick, Brendan P. Duffey, David C. Gaskin, Susan B. Gibson, J. Michael Massey, Christy D. Stoner, and Barbara S. Williams serve as trustees and exercise voting rights. |
Section 16(a) Beneficial Ownership (1,2)
- ---------------- --------------------------
Cynthia H. Beane 21,613
Joe S. Brooks 18,382
Ronald T. Burleson 16,923
Bill C. Burnside, D.D.S. 9,880
Gail C. Burris 1,236
2
Name of Amount and Nature of
Beneficial Owner Beneficial Ownership (1,2)
- ---------------- --------------------------
David M. Jones, D.V.M. 2,060
Kyle H. Josey 412
James F. Link, D.V.M. 11,041
Joyce H. Little 707
W. Chester Lowder 2,727
Buren Mullis 30,900
John P. Murray, M.D. 15,785
Kent E. Newport 3,396
Catherine A. Pickler 2,836
George T. Reaves 8,291
A. James Russell 2,269
B. A. Smith, Jr. 37,931
Douglas V. Waddell 830
Roger L. Dick 80,083
All current directors, nominees for director 454,417
and executive officers as a group (21 persons)(3)
- -------------
(1) Except as otherwise noted, to the best knowledge of management of the
Company, the individuals named or included in the group above exercise
sole voting and investment power with respect to all shares shown as
beneficially owned. The calculations of the percentage of class
beneficially owned by each individual are based on a total of 5,545,597
shares currently outstanding plus the number of shares capable of being
issued to that individual (if any) within 60 days upon the exercise of
stock options held by that individual (if any).
(2) Includes shares over which the named individual shares voting and
investment power as follows: Ms. Beane - 20,647 shares; Mr. Brooks -
7,650 shares; Mr. Burleson - 3,179 shares; Dr. Burnside - 9,468 shares;
Ms. Burris - 412 shares; Mr. Link - 9,064 shares; Mr. Lowder - 2,270
shares; Dr. Murray - 12,032 shares; Mr. Newport - 1,924 shares; Mr.
Russell - 374 shares; Mr. Smith - 32,931 shares.
(3) Includes a total of 98,504 shares as to which the persons included in
the group exercise sole voting and investment power, and 99,951 shares
as to which such power is shared. Also includes an aggregate of 255,962
shares which executive officers included in the group could purchase
under currently exercisable stock options.
Reports of Changes in Beneficial Ownership
Reporting Compliance
Directors and executive officers of the Company are required by federal law to file reports with the Securities and Exchange Commission (“SEC”) regarding the amount of and changes in their beneficial ownership of the Company'sCompany’s common stock. To the knowledge of the management of the Company based upon information supplied to the Company by the directors and executive officers, all required reports of directors and executive officers of the Company have been timely filed.
3
PROPOSAL 1: ELECTION OF DIRECTORS
Nominees
The Company'sCompany’s Bylaws provide for a Board of Directors composed of 18eighteen (18) members divided into three classes, each consisting of six (6) directors who are elected to terms of three (3) years. Each year the terms of six (6) directors expire and six (6) persons are elected as directors for new three-yearthree (3) year terms. The Board of Directors intends to nominatehas nominated the six (6) persons named belowin the following table for election by shareholders at the Annual Meeting as directors of the Company for three-yearthree (3) year terms and one (1) person for a two (2) year term or, in each case, until their respective successors are duly elected and qualified.
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Name and Age | Position with Company | Year First Elected/ Proposed Term Expires(1) | Principal Occupation and Business Experience for the Past Five Years | |||
Three-Year Terms | ||||||
W. Stephen Aldridge, III (35) | Nominee | 2006/2012 | President, Stanly Funeral Home, Inc., Albemarle, NC | |||
Bill C. Burnside (59) | Nominee | 1998/2012 | Owner, Bill C. Burnside, DDS, Albemarle, NC | |||
W. Kenneth Huntley (60) | Nominee | 2000/2012 | President, Huntley Oil & Gas Co., Inc., Wadesboro, NC | |||
Joseph R. Kluttz, Jr. (70) | Director | 2005/2012 | President, Albemarle Insurance Agency, Inc., Albemarle, NC | |||
Lee Roy Lookabill, Jr. (60) | Nominee | 2003/2012 | President, Anson Real Estate and Insurance Company, | |||
Edward B. Tyson (68) | Nominee | 2003/2012 | Retired; previously, | |||
Two-Year Term | ||||||
Barry S. Moose (46) | Director(2) | 2008/2011 | Division Engineer, North Carolina Department of Transportation, Albemarle, NC | |||
| (1) | The year first elected indicates the year in which each individual was first elected a director of the Bank of Stanly, Anson Bank & Trust Co., Cabarrus Bank & Trust Company or the Company, as applicable and |
| (2) | Mr. Moose was appointed to the Board of |
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR"“FOR” EACH OF THE NOMINEES NAMED IN PROPOSAL 1 ABOVE.
4
Incumbent Directors
The Company'sCompany’s current Board of Directors includes 12eleven (11) directors whose terms will continue after the Annual Meeting. The following table contains information about those 12eleven (11) incumbent directors.
7
Name and Age | Position with Company | Year First Elected/ Current Term Expires(1) | Principal Occupation and Business Experience for the Past Five Years | |||
Joe S. Brooks (59) | Director | 1997/2011 | Owner and Manager, Brothers Precision Tool Company, Albemarle, NC | |||
Ronald T. Burleson (59) | Director | 1997/2011 | Partner, Thurman Burleson & Sons Farm, Richfield, NC (cotton and grain farming operation and partner in cotton gin) | |||
Henry E. Farmer, Sr. (75) | Director | 2006/2010 | Retired; previously, President and Owner, Henry E. Farmer, Inc., Albemarle, NC | |||
Charles F. (“Tad”) Geschickter, III (46) | Director | 2005/2011 | President and | |||
Thomas M. (58) | Director | 2004/2010 | Geopavement Engineer, North Carolina | |||
Charles D. Horne (57) | Director | 2007/2010 | President, Hornwood, Inc., Lilesville, NC | |||
W. Chester Lowder (60) | Director | 1995/ | Director of | |||
Timothy J. Propst (48) | Director | 2003/2010 | Executive Vice President, | |||
Susan J. Rourke (63) | Director | 2003/2011 | President, U.S. Land Management Co., Harrisburg, NC | |||
Donald P. Scarborough (57) | Director | 2004/2010 | President and Owner, Plank Road Realty, Inc., Wadesboro, NC | |||
John (58) | Director | 2003/2010 | President, Capital Concrete Co., Lexington, SC | |||
| (1) | The year first elected indicates the year in which each individual was first elected a director of the Bank of Stanly, Anson Bank & Trust Co., Cabarrus Bank & Trust Company or the Company, as applicable, and does not reflect any break(s) in certain of the named individuals’ tenures as directors of the Bank of Stanly, Anson Bank & Trust Co., Cabarrus Bank & Trust Company or the Company, as applicable. |
8
Director Independence
Each member of the Company’s Board of Directors and each nominee for election to the Board is “independent” as defined by NASDAQ listing standards and by the rules and regulations promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”). In making this determination the Board considered any material insider transactions between directors or nominees for director and the Company or its subsidiaries. All such transactions were conducted at arm’s length upon terms no less favorable than those that would be available from an independent third party.
Director Relationships
No director is a director of the Bankany other company with a class of Stanly or the Company, as
applicable, and does not reflect breaks in certainsecurities registered pursuant to Section 12 of the named
individuals' tenures as directorsSecurities Exchange Act of 1934 (the “Exchange Act”) or subject to the requirements of Section 15(d) of the BankExchange Act, or any company registered as an investment company under the Investment Company Act of Stanly or the Company,
as applicable.
5
Director Compensation
For service during 2000, each director will be paid a fee of $200 for
each Board of Directors meeting attended and $100 for attendance at each meeting
of a committee.
During 1994, the Company adopted a plan under which individual
directors may elect each year to defer receipt of all or a designated portion of
their fees for that year. Amounts so deferred earn interest at rates tied to
market indices selected quarterly by the plan administrators, and such amounts
become payable in the future (in a lump sum or annual installments) as specified
by the director at the time of his or her deferral election. During 1999,
Directors Brooks, Jones, Link, Lowder, Mullis, Newport, Reaves and Russell
deferred compensation pursuant to such plan.
1940.
Meetings and Committees of the Board of Directors
The Board of Directors of the Company held fiveeight (8) regular meetings and
four special meetings during 1999.2008. Each current director attended 75% or more of the aggregate number of meetings of the Board of Directors and of any committees on which he or she served, with the exceptionexcept Messrs. Farmer and Lowder of Directors David M. Jones and W.
Chester Lowder whose absences werewhom attended fewer than 75% due to prior business commitments.
It is the policy of the Company that directors attend each annual meeting and any special meetings of the Company’s shareholders. Fourteen (14) of the Company’s eighteen (18) directors attended the 2008 annual meeting of shareholders.
The Company'sCompany’s Board of Directors has several standing committees, including a Human Resources (Compensation) Committee, a Nominating Committee and an Examining Committee, a Personnel/Stock Option Committee , a
Compensation Committee and a Nominating(Audit) Committee.
Human Resources Committee. The current members of the Examining Committee are John P. Murray -
Chairman, Gail C. Burris, Joe S. Brooks, George T. Reaves and Kent E. Newport.
The Examining Committee reviews the annual audit reports of the Company's
independent auditors and the examination reports issued by bank regulatory
agencies, and oversees the work of the Company's internal auditor. The Examining
Committee met seven times during 1999.
The current members of the Personnel/Stock OptionHuman Resources Committee, which performs the functions of the Compensation Committeea compensation committee, are B.A. Smith, Jr.Joe S. Brooks - Chairman, Ronald T. Burleson, Kyle H. Josey, JamesChair, Charles F. Link, D.V.M.,Geschickter, III, W. Chester Lowder, Timothy J. Propst, Susan J. Rourke, Donald P. Scarborough and A. James Russell.Emily M. Thomas. All members of the Human Resources Committee are independent directors. The Personnel/Stock OptionHuman Resources Committee reviews the compensation process for the Company and its subsidiaries to ensure it is authorizedconsistent with corporate and board policy. The Human Resources Committee serves as the catalyst for the development of compensation related recommendations for all officers of the Company and its subsidiaries and meets with representatives of the Company and each subsidiary to considerdevelop recommendations and makeinput into the overall budget process for the Company. Each individual Board of Directors is ultimately responsible for final decisions pertaining to compensation; however, this Committee makes recommendations to the Boardvarious Boards based upon overall Company policy. The Human Resources Committee met four (4) times during 2008.
9
The Human Resources Committee meets on an as needed basis to review the salaries and compensation programs required to attract and retain the Company’s executive officers and those of Directorsits subsidiaries. The Committee participates in the budget process by recommending salary levels for action on
matters pertainingexecutive and senior officers to be approved by the compensationrespective Boards of executive officersDirectors of the Company and its subsidiaries. The Personnel/Stock Option Committee met twice during 1999.
Theremakes recommendations to each of the Boards of Directors regarding the compensation of executive and senior officers with the respective Boards of Directors ultimately determining such compensation. The salary of each of the Company’s executive and senior officers is no current Nominating Committee. However,determined based upon the officer’s experience, managerial effectiveness, contribution to the Company’s overall profitability, maintenance of regulatory compliance standards and professional leadership. The Committee also compares the compensation of the Company’s executive and senior officers with compensation paid to executives of similarly situated bank holding companies, other businesses in the Company’s market area and appropriate state and national salary data.
Nominating Committee met twice between January and April 1999.. The current members of the Nominating Committee were John P. Murray - Chairman,are James F. Link, D.V.M.,E. Nance – Chair, Ronald T. Burleson, Charles D. Horne, W. Chester Lowder, A. James RussellEmmett S. Patterson, Timothy J. Propst, Susan J. Rourke, Donald P. Scarborough, Douglas L. Stafford; and B.A. Smith, Jr.Emily M. Thomas. The Nominating Committee recommends candidates torecommended the Company's Board of Directors for selection assix (6) nominees for election as directorsto the Board of the Company. In making its
recommendations, theDirectors. The Nominating Committee will consider candidates recommended
by shareholders. met three (3) times during 2008.
Recommendations of nominee candidates by shareholders for the 20012010 Annual Meeting should be
6
September
30, 2000,December 1, 2009, and should be accompanied by a statement of each candidate'scandidate’s qualifications and willingness to serve as a director. In order to stand for election to the Board of Directors, nominees must have economic, business or residential ties to one or more of the Company’s market areas and must be in compliance with the Company’s Policy Statement and Guidelines for Uwharrie Capital Corp Stock Ownership by Directors. A copy of the Policy Statement may be obtained free of charge upon written request made to the Secretary of the Company.
Examining Committee.The current members of the Examining Committee are John W. Shealy, Jr. – Chair, Joe S. Brooks, Ronald T. Burleson, Thomas M. Hearne, Charles D. Horne and Joseph R. Kluttz, Jr.Additionally, Emmett S. Patterson, W. Stephen Aldridge, III, and Estus B. White, who are directors of Anson Bank & Trust Co., Bank of Stanly and Cabarrus Bank & Trust Company, respectively, also serve as members of the Committee. The members of the Examining Committee are both “independent” and “financially literate” under applicable standards. The Board of Directors has determined that John W. Shealy, Jr., a member of the Examining Committee, meets the requirements of the SEC for qualification as an “audit committee financial expert.” An audit committee financial expert is defined as a person who has the following attributes: (i) an understanding of generally accepted accounting principles and financial statements; (ii) the ability to assess the general application of GAAP in connection with the accounting for estimates, accruals and reserves; (iii) experience preparing, auditing, analyzing or evaluating financial statements that are of the same level of complexity that can be expected in the reporting company’s financial statements, or experience supervising people engaged in such activities; (iv) an understanding of internal controls and procedures for financial reporting; and (v) an understanding of audit committee functions.
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The Examining Committee met seven (7) times in 2008. The Report of the Examining Committee is included on page 20 of this proxy statement.
Director Compensation
During 2008, each director received a fee of $200 for each Board of Directors meeting attended and $100 for attendance at each meeting of a committee. Beginning in July of 2008, directors began receiving a travel allowance for meetings attended.
On March 1, 1994, the Company established a Directors’ Deferred Compensation Plan in accordance with the laws of the State of North Carolina under which each director could elect to defer receipt of fees for services rendered to the Company as a director during the term of his or her service by entering into a written deferred compensation election. This plan was closed to new participants in 2001; subsequently, only one director continued to defer receipt of fees under the plan during 2008. As of December 31, 2008 this plan was terminated.
DIRECTOR COMPENSATION TABLE
Name | Fees Earned or Paid in Cash | Stock Awards | Option Awards | All Other Compensation(5) | Total | ||||||||
Joe S. Brooks | $ | 2,500 | — | — | $ | 80 | $ | 2,580 | |||||
Ronald T. Burleson(1) | 1,200 | — | — | 70 | 1,270 | ||||||||
Henry E. Farmer, Sr. | 800 | — | — | 30 | 830 | ||||||||
Charles F. Geschickter, III | 1,500 | — | — | 40 | 1,540 | ||||||||
Thomas M. Hearne, Jr. | 2,500 | — | — | 100 | 2,600 | ||||||||
Charles D. Horne | 2,000 | — | — | 225 | 2,225 | ||||||||
Joseph R. Kluttz, Jr. | 1,900 | — | — | 80 | 1,980 | ||||||||
B. Franklin Lee(2) | 600 | — | — | — | 600 | ||||||||
W. Chester Lowder | 1,400 | — | — | 30 | 1,430 | ||||||||
Barry S. Moose(3) | — | — | — | — | — | ||||||||
John P. Murray, M.D. (4) | 1,200 | — | — | — | 1,200 | ||||||||
James E. Nance | 2,300 | — | — | 70 | 2,370 | ||||||||
Emmett S. Patterson | 1,700 | — | — | 180 | 1,880 | ||||||||
Timothy J. Propst | 2,100 | — | — | 150 | 2,250 | ||||||||
Susan J. Rourke | 1,600 | — | — | 120 | 1,720 | ||||||||
Donald P. Scarborough | 1,800 | — | — | 180 | 1,980 | ||||||||
John W. Shealy, Jr. | 1,600 | — | — | 210 | 1,810 | ||||||||
Michael E. Snyder, Sr. | 3,400 | — | — | 110 | 3,510 | ||||||||
Douglas L. Stafford | 1,600 | — | — | 180 | 1,780 | ||||||||
Emily M. Thomas | 2,000 | — | — | 270 | 2,270 | ||||||||
| (1) | Mr. Burleson joined the Board of Directors effective May 13, 2008. |
| (2) | Mr. Lee’s term as a member of the Board of Directors expired effective May 13, 2008. |
| (3) | Mr. Moose was appointed to the Board of Directors on December 16, 2008 to fill a vacancy. |
| (4) | Dr. Murray’s term as a member of the Board of Directors ended on July 30, 2008 as a result of his death. |
| (5) | Beginning in July 2008 directors received a travel allowance for attendance at Board of Directors and committee meetings. |
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Executive Officers
The following table contains information about the current executive
officers of the Company, the Bank of Stanly and its subsidiary, The Strategic
Alliance Corporation.
Name and Age | Positions with the Company and/or Subsidiary and Prior Experience | Employed Since | ||
Roger L. Dick (57) | President and Chief | 1983 | ||
Brendan P. Duffey (60) | Executive Vice President and Chief Operating Officer, Uwharrie Capital Corp; formerly, Vice President and General Manager, Global Knowledge Network, Inc., 1999-2004 | 2004 | ||
Robert O. Bratton (60) | Chief Financial Officer, Uwharrie Capital Corp; formerly, Executive Vice President and Chief Administrative Officer FNB United 2006-2007; Executive Vice President and Chief Financial Officer, First Charter Corp., 1974 – 2005 | 2008 | ||
Barbara S. Williams (65) | Executive Vice President and Controller, Uwharrie Capital Corp | 1995 | ||
Christy D. Stoner (44) | President and Chief Executive Officer of | 1991 | ||
Jeffrey M. Talley (35) | President, Strategic Investment Advisors, Inc. | 1997 | ||
W. D. “Bill” Lawhon, Jr. (57) | President and Chief | 2002 | ||
Jimmy L. Strayhorn (65) | President and Chief Executive Officer, Anson Bank & Trust Co.; formerly, Vice President and Regional Executive, BB&T, 1975-2002 | 2002 | ||
Patricia K. Horton (57) | President and Chief Executive Officer, Cabarrus Bank & Trust Company; formerly, Senior Vice President, First Charter Bank, 1972-2004 | 2004 | ||
Executive Compensation
The following Summary Compensation Table shows all cash bonuses received for each year. At the end of each
year the Company's Board of Directors may approve the payment of annual
cash bonuses to individual officers based on the Company's results of
operations and their individual performance during the year. The
payment and amounts of any such bonuses are determined solely by the
Company's Board of Directors. In addition to discretionary cash
bonuses, the
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Company maintained an incentive plan under which, at the end of each
calendar quarter, each of certain officers and employees could receive
a cash bonus (equal to 5.0% of their quarterly salary) if the Company's
financial performance for that quarter equaled or exceeded budgeted
amounts.
(3) In addition to compensation paid in cash, the Company's executive
officers receive certain personal benefits. However, the aggregate
value of non-cash benefits received by the executive officers during
each year did not exceed 10% of cash compensation paid to such
executive officer.
(4) Consists entirelyor received or deferred by Roger L. Dick, Brendan P. Duffey, Robert O. Bratton, Barbara S. Williams, Christy D. Stoner, Jeffrey M. Talley, W.D. “Bill” Lawhon, Jr., Jimmy L. Strayhorn and Patricia K. Horton (the “Named Executive Officers”) for services rendered in all capacities during the fiscal years ended December 31, 2008 and 2007. Compensation paid to the Named Executive Officers consisted of cash salary, bonus, equity compensation in the Company'sform of incentive stock option awards, 401(k) matching contributions, insurance premiums paid on behalf of each of the executiveNamed Executive Officers, commission-based compensation and certain perquisites. The table below summarizes the dollar amounts of each element of compensation and for incentive stock options, the expense recognized by the Company pursuant to Statement of Financial Accounting Standards
12
No. 123, as revised. None of the Named Executive Officers received perquisites in an aggregate amount exceeding $10,000 during the fiscal years ended December 31, 2008 or 2007.
SUMMARY COMPENSATION TABLE
Name and Principal Position | Year | Salary(1) | Bonus | Option Awards(2) | Non-Equity Incentive Plan Compensation(3) | Nonqualified Deferred Compensation Earnings | All Other Compensation(4) | Total | ||||||||||||||
Roger L. Dick, | 2008 | $ | 236,206 | $ | 35,000 | — | $ | 5,838 | $ | 125,000 | $ | 21,459 | $ | 423,503 | ||||||||
| 2007 | 230,170 | 34,000 | — | 11,508 | 38,969 | 14,565 | 329,212 | |||||||||||||||
| 2006 | 222,400 | 13,000 | — | 11,120 | 38,100 | 13,242 | 297,862 | |||||||||||||||
Brendan P. Duffey, | 2008 | 215,509 | 32,000 | — | 5,326 | 98,500 | 16,404 | 367,738 | ||||||||||||||
| 2007 | 210,002 | 29,000 | — | 10,500 | 49,250 | 13,972 | 312,724 | |||||||||||||||
| 2006 | 202,920 | 13,000 | — | 10,146 | — | 11,672 | 237,738 | |||||||||||||||
Robert O. Bratton | 2008 | 27,000 | — | — | — | — | 193 | 27,193 | ||||||||||||||
| 2007 | — | — | — | — | — | — | — | |||||||||||||||
| 2006 | — | — | — | — | — | — | — | |||||||||||||||
Barbara S. Williams, | 2008 | 96,296 | 6,000 | — | 2,480 | — | 6,573 | 111,349 | ||||||||||||||
| 2007 | 93,832 | 5,800 | — | 4,717 | — | 6,204 | 110,553 | |||||||||||||||
| 2006 | 90,549 | 5,000 | — | 4,527 | — | 5,349 | 105,425 | |||||||||||||||
Christy D. Stoner, | 2008 | 144,453 | 10,000 | — | 3,670 | 43,300 | 50,539 | 251,962 | ||||||||||||||
| 2007 | 141,159 | 8,500 | — | 7,058 | 11,458 | 56,744 | 224,919 | |||||||||||||||
| 2006 | 140,780 | 8,500 | — | 7,039 | 5,029 | 8,562 | 169,910 | |||||||||||||||
Jeffrey M. Talley, | 2008 | 81,344 | 8,500 | — | 2,034 | — | 90,964 | 164,813 | ||||||||||||||
| 2007 | 81,344 | 5,800 | — | 4,097 | — | 68,326 | 159,567 | |||||||||||||||
| 2006 | — | — | — | — | — | — | — | |||||||||||||||
W. D. “Bill” Lawhon, Jr., | 2008 | 132,271 | 8,500 | — | 3,299 | — | 17,819 | 161,889 | ||||||||||||||
| 2007 | 128,891 | 8,500 | — | 6,445 | — | 8,517 | 152,353 | |||||||||||||||
| 2006 | 123,202 | — | — | 6,162 | — | 6,999 | 136,363 | |||||||||||||||
Jimmy L. Strayhorn, | 2008 | 109,834 | 7,000 | — | 2,715 | 117,000 | 9,696 | 264,275 | ||||||||||||||
| 2007 | 107,028 | 4,200 | — | 5,351 | 13,348 | 7,317 | 137,244 | |||||||||||||||
| 2006 | 103,427 | 5,000 | — | 5,171 | 8,719 | 6,206 | 128,523 | |||||||||||||||
Patricia K. Horton, | 2008 | 125,757 | 6,500 | — | 3,108 | — | 12,964 | 148,360 | ||||||||||||||
| 2007 | 122,543 | 11,450 | — | 6,433 | — | 8,015 | 148,441 | |||||||||||||||
| 2006 | 118,411 | 8,000 | — | 5,921 | — | 6,929 | 139,261 | |||||||||||||||
| (1) | Includes amounts deferred at the officers’ election pursuant to the Company’s Section 401(k) savings plan. |
| (2) | Calculated in accordance with FAS 123R. The assumptions used in estimating the fair value of options are set forth in note 15 to the Company’s audited consolidated financial statements at December 31, 2008. |
| (3) | The Company maintained an incentive plan under which, at the end of each calendar quarter, each of certain officers and employees are eligible to receive a cash bonus equal to 5.0% of their quarterly salary, if the Company’s financial performance for that quarter equaled or exceeded budgeted amounts. |
| (4) | Includes 401(k) matching contributions and the dollar value of certain insurance premiums paid on behalf of the named officers for group term life and disability insurance. Also includes Company contributions allocated to each of the officers under the Company’s Employee Stock Ownership Plan and, to the extent applicable, payments made pursuant to commission or revenue sharing arrangements. Total perquisites did not exceed $10,000 for any of the Named Executive Officers. |
Stock Options and Incentives
At the 2006 Annual Meeting, the shareholders of the Company approved the Uwharrie Capital Corp 2006 Incentive Stock Option Plan. The 2006 Incentive Stock Option Plan provides for the issuance of up to 154,971 shares (as adjusted for stock dividends) of the Company’s common stock to officers and other full-time “key employees” of the Company and its subsidiaries upon the exercise of incentive stock options meeting the qualifications of Section 422 of the Internal Revenue Code.
The Shareholders also approved the Uwharrie Capital Corp 2006 Employee Stock Purchase Plan at the 2006 Annual Meeting. The Employee Stock Purchase Plan provides for the grant of purchase options of up to 103,234 shares of the Company’s common stock upon the exercise of purchase options meeting the qualifications of Section 423 of the Internal Revenue Code.
No incentive stock options or purchase options were granted to the Company's Section 401(k) savingsNamed Executive Officers during 2007 and 2008.
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The following table sets forth information regarding estimated future payouts under the Company’s quarterly incentive plan.
(5)
GRANTS OF PLAN BASED AWARDS
Estimated Future Payouts Under Non-Equity Incentive Plan Awards | |||||||||||||||
Name | Grant Date | Threshold | Target | Maximum | All other Stock Awards; Number of Shares of Stock or Units | All other Option Awards; Number of Securities Underlying Options | Exercise or Base Price of Option Awards | ||||||||
Roger L. Dick | — | — | $ | 5,838 | — | — | — | — | |||||||
Brendan P. Duffey | — | — | 5,326 | — | — | — | — | ||||||||
Robert O. Bratton | — | — | — | — | — | — | — | ||||||||
Barbara S. Williams | — | — | 2,480 | — | — | — | — | ||||||||
Christy D. Stoner | — | — | 3,670 | — | — | — | — | ||||||||
Jeffrey M. Talley | — | — | 2,034 | — | — | — | — | ||||||||
W.D. “Bill” Lawhon, Jr. | — | — | 3,299 | — | — | — | — | ||||||||
Jimmy L. Strayhorn | — | — | 2,715 | — | — | — | — | ||||||||
Patricia K. Horton | — | — | 3,108 | — | — | — | — | ||||||||
The following table sets forth information regarding vested and unvested incentive stock options outstanding as of December 31, 2008. All of the Company’s outstanding stock options have been granted at 100% of fair market value on the date of grant. The number of shares covered byunderlying all outstanding stock options, increased to 68,895 as a resultand the exercise prices associated with each option grant, have been adjusted for the effect of aannual 3% stock dividend declareddividends.
The Company has not adopted any plan providing for the grant of restricted stock or long-term compensation units to employees and, accordingly, all columns in December 1996, a 5%the table below pertaining to restricted stock dividend
in 1997, a 2-for-1 stock split in 1998, and a 3% stock dividend
declared in November 1999.
Stock Options
The following table contains information with regard to grantsor long-term compensation have been omitted.
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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
Name | No. of Securities Underlying Unexercised Options Exercisable | No. of Securities Underlying Options Unexerciseable | Equity Incentive Plan Awards; No. of Securities Underlying Unexercised Unearned Options | Option Exercise Price | Option Expiration Date | ||||||
Roger L. Dick | 70,590 | — | — | $ | 4.22 | Nov. 29, 2009 | |||||
Brendan P. Duffey | 64,099 | 16,034 | — | 5.35 | May 19, 2014 | ||||||
Robert O. Bratton | — | — | — | — | — | ||||||
Barbara S. Williams | 17,354 | — | — | 4.22 | Nov. 29, 2009 | ||||||
Christy D. Stoner | 90,551 | — | — | 4.22 | Nov. 29, 2009 | ||||||
Jeffrey M. Talley | — | — | — | — | — | ||||||
W.D. “Bill” Lawhon, Jr. | 29,851 | — | — | 4.61 | Nov. 19, 2012 | ||||||
Jimmy L. Strayhorn | 67,527 | — | — | 4.61 | Nov. 19, 2012 | ||||||
Patricia K. Horton | — | — | — | — | — | ||||||
Three of the Named Executive Officers exercised stock options during 1999 to Roger L. Dick, Chief Executive Officer of the Company,
Ronald B. Davis, President of the Company and Chief Executive Officer of Bank of
Stanly and Christine D. Stoner, President of The Strategic Alliance Corporation.
STOCK OPTION GRANTS IN 1999
Individual Grants
Employee Stock Ownership Plan
On January 1, 1999, the Uwharrie Capital Corp.Corp Employee Stock Ownership Plan and Trust (the "ESOP"(“ESOP”) became effective. Under the ESOP, all employeesassociates who have beenwere employed by the Company or any of its direct or indirect subsidiaries for oneat least 1,000 hours during a given plan year and who have attained the age of 18 are eligible to participate. All ESOP participants who were employed by the Company or any of its direct or indirect subsidiaries prior to January 1, 2007 are fully vested in their ESOP accounts. Participants who were hired on or after January 1, 2007 are subject to a three-year cliff vesting schedule with respect to their ESOP accounts. Pursuant to the ESOP, 224,726390,539 dividend-adjusted shares were placedare held in trust, with Robert O. Bratton, Roger L. Dick, RonaldBrendan P. Duffey, David C. Gaskin, Susan B. Davis,
ChristineGibson, J. Michael Massey, Christy D. Stoner, Lorelei V. Misenheimer, Jacqueline S. Jernigan and Barbara S. Williams as trustees. In 1999, ____ shares were allocated
Supplemental Retirement Plan
The Company has implemented a non-qualifying deferred compensation plan for certain executive officers. Certain of the plan benefits will accrue and vest during the period of employment, and will be paid in fixed monthly benefit payments for up to employeesten years commencing with the officer’s retirement at any time after attainment of the age specified in the officer’s plan agreement. The plan also provides for payment of death benefits and for payment of disability benefits in the event the officer becomes permanently disabled prior to attainment of retirement age.
16
Effective December 31, 2008, this plan was amended and restated to comply with Section 409A of the Internal Revenue Code. The participants’ account liability balances as of December 31, 2008 will be transferred into a trust fund, where investments will be participant-directed. The plan is structured as a defined contribution plan and the Company’s expected annual funding contribution for the participant has been calculated through the participant’s expected retirement date. Under terms of the agreement, the Company has reserved the absolute right, at its sole discretion, to either fund or refrain from funding the plan. The plan also provides for payment of death benefits and for payment of disability benefits in the event the officer becomes permanently disabled prior to attainment of retirement age.
PENSION BENEFITS
Name | Plan Name | No. of Years of Credited Service | Accumulated Benefit | Payments During Last Fiscal Year | |||||
Roger L. Dick | Sup. Exec. Retirement | 25 | $ | 531,832 | -0- | ||||
Brendan P. Duffey | Sup. Exec. Retirement | 4 | 147,750 | -0- | |||||
Robert O. Bratton | — | — | -0- | -0- | |||||
Barbara S. Williams | — | — | -0- | -0- | |||||
Christy D. Stoner | Sup. Exec. Retirement | 17 | 139,937 | -0- | |||||
Jeffrey M. Talley | — | — | -0- | -0- | |||||
W.D. “Bill” Lawhon, Jr. | — | — | -0- | -0- | |||||
Jimmy L. Strayhorn | Sup. Exec. Retirement | 6 | 295,291 | -0- | |||||
Patricia K. Horton | — | — | -0- | -0- | |||||
The Company has purchased life insurance policies on certain of its executive officers. The Company has entered into Endorsement Method Split-Dollar Plan Agreements (the “Split-Dollar Agreements”) with Roger L. Dick, Christy D. Stoner and Jimmy L. Strayhorn. Under the terms of the Split-Dollar Agreements, the proceeds from each policy are divided between the Company and the executive, with the executive’s designated beneficiary receiving 85% of the difference between the total proceeds of the policy and the policy’s cash value. As of December 31, 2008, the survivor’s benefit for the named beneficiaries of Mr. Dick, Mr. Duffey, Ms. Stoner and Mr. Strayhorn under the ESOP.
these life insurance policies was $2,283,225, $1,000,000, $1,060,319 and $365,523, respectively.
Transactions with Management
The Bank of Stanly, hasAnson Bank & Trust Co., Cabarrus Bank & Trust Company and The Strategic Alliance Corporation have had, and expectsexpect to have in the future, banking transactions in the ordinary course of business with certain of the directors and executive officers and their associates of the Company and its direct and indirect subsidiaries. All loans included in such transactions were made on substantially the same terms, including interest rates, repayment terms and collateral, as those prevailing at the time for comparable transactions with other persons, and do not involve more than the normal risk of collectibility or present other unfavorable features.
PROPOSAL 2: AMENDMENT OF THE ARTICLES OF INCORPORATION
TO AUTHORIZE THE ISSUANCE OF PREFERRED STOCK
The Proposed Amendment
The Board has unanimously approved
17
Loans made by the Company’s bank subsidiaries to directors and recommends thatexecutive officers are subject to the shareholders
approve Proposal 2 which provides for the amendmentrequirements of Article IIRegulation O of the ArticlesBoard of Incorporation to
9
provide forGovernors of the authorizationFederal Reserve System. Regulation O requires, among other things, prior approval of 10,000,000 shares of preferred stock. See
Exhibit A for the complete text of proposed Article II.
Reasons for Proposal 2
The Articles of Incorporation currently do not authorize the issuance
of any preferred stock. Article II currently provides only for the authorization
of 20,000,000 shares of common stock at a par value of $1.25 per share. Proposal
2 would authorize 10,000,000 preferred shares that could be issued by the Board of Directors from timewith any “interested director” not participating, dollar limitations on amounts of certain loans and prohibits any favorable treatment being extended to timeany director or executive officer in amounts,any of the Bank’s lending matters. To the best knowledge of the management of the Company and at par values,its bank subsidiaries, Regulation O has been complied with in its entirety.
PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION
The American Recovery and withReinvestment Act of 2009 (“ARRA”) was enacted on February 17, 2009. This law requires that any proxy statement for an annual dividend ratesmeeting of the shareholders of any participant in the U.S. Department of the Treasury’s TARP Capital Purchase Program include a separate proposal in its proxy statement for a non-binding shareholder vote on the compensation paid to its executive officers, as maydisclosed pursuant to the compensation disclosure rules of the SEC. This “say on pay” proposal is required during the period in which any obligation arising as a result of participation under the TARP Capital Purchase Program remains outstanding.
Accordingly, our Board of Directors has proposed the following resolution for shareholder consideration:
Resolved, that the compensation paid or provided to executive officers of Uwharrie Capital Corp (the “Company”) and its subsidiaries, and the Company’s and its subsidiaries’ executive compensation policies and practices, as described in the tabular and narrative compensation disclosures contained in the Company’s proxy statement for its 2009 Annual Meeting, hereby are ratified and approved.
As provided in ARRA, the vote by our shareholders will be determineda non-binding, advisory vote. The vote will not be binding on our Board of Directors or our Human Resources Committee and will not overrule or affect any previous action or decision by the Board or Committee or any compensation previously paid or awarded, and it will not create or imply any additional duty on the part of Directors. Such preferred
shares could be divided into twothe Board or more series byCommittee. However, the Board and shall have suchthe Human Resources Committee will take the voting rights, preferences, limitations and relative rights asresults on the Board may
determine. The ability to issue preferred stock allows the Company additional
financial flexibility in its capital structure. While the Company has no current
plans to issue shares of preferred stock, should the shareholders approve
Proposal 2, the Board of Directors would be free to structure one or more series
of preferred stock and sell such shares either in a public or private offering
to potential investors. Additionally, since Proposal 2 would allow the Board to
design a series of preferred stock with characteristics unfavorable to a
potential acquiror and issue such shares to a "friendly party," the authority to
issue preferred stock is thought to be an "anti-takeover" device.
Notwithstanding its potential "anti-takeover" effect, the Board of Directors
believes that it is in the Company's best interest to have the ability to issue
preferred shares from time to time as may be needed in the Company's and
shareholders' best interest.
proposed resolution into account when considering future executive compensation matters.
THE BOARD OF DIRECTORS BELIEVES THAT THE COMPANY’S EXECUTIVE COMPENSATION POLICIES AND PRACTICES ARE ALIGNED WITH OUR SHAREHOLDERS’ INTEREST AND RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" “FOR” RATIFICATION OF THE RESOLUTION REGARDING EXECUTIVE COMPENSATION.
18
PROPOSAL 2
AMENDING THE ARTICLES OF INCORPORATION TO AUTHORIZE THE ISSUANCE OF UP TO _____
PREFERRED SHARES.
PROPOSAL 33: RATIFICATION OF APPOINTMENT OF ACCOUNTANTS
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Examining Committee of the Board of Directors has appointed the firm of Dixon OdomHughes PLLC, Certified Public Accountants, as the Company'sCompany’s independent accountants for 2000,2009, and a proposal to ratify that appointment will be submitted for shareholder approval at the Annual Meeting. A representative of Dixon OdomHughes PLLC is expected to be present at the Annual Meeting and available to respond to appropriate questions, and will have the opportunity to make a statement if he or she desires to do so.
The Company has paid Dixon Hughes PLLC fees in connection with its assistance in the Company’s annual audit and review of the Company’s financial statements. Sometimes, the Company engages Dixon Hughes PLLC to assist in other areas of financial planning. The following table sets forth the fees paid to Dixon Hughes PLLC in various categories in 2008 and 2007.
All services rendered by Dixon Hughes PLLC during 2008 and 2007 were subject to pre-approval by the Examining Committee.
AUDIT FEES
Category | Amount Paid 2008 | Amount Paid 2007 | ||||
Audit Fees: | $ | 126,250 | $ | 118,500 | ||
Audits of annual consolidated financial statements and reviews of interim financial statements | ||||||
Audit-Related Fees: | 25,341 | 31,435 | ||||
Attest services related to benefit plans and routine accounting consultation | ||||||
Tax Services: | 23,950 | 14,725 | ||||
Corporate tax compliance and tax-related advisory services | ||||||
All Other Fees: | -0- | 2,950 | ||||
Total Fees Paid: | $ | 175,541 | $ | 167,610 | ||
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR"“FOR” RATIFICATION OF THE APPOINTMENT OF DIXON ODOMHUGHES PLLC AS THE COMPANY'SCOMPANY’S INDEPENDENT ACCOUNTANTSREGISTRED PUBLIC ACCOUNTING FIRM FOR 2000.
10
19
Report of the Examining Committee
The Examining Committee of the Company is responsible for receiving and reviewing the annual audit report of the Company’s independent auditors and reports of examinations by bank regulatory agencies, and helps formulate, implement, and review the Company’s and its subsidiaries’ internal audit programs. The Examining Committee assesses the performance and independence of the Company’s independent auditors and recommends their appointment and retention. The Examining Committee has in place pre-approval policies and procedures that involve an assessment of the performance and independence of the Company’s independent auditors, an evaluation of any conflicts of interest that may impair the independence of the independent auditors and pre-approval of an engagement letter that outlines all services to be rendered by the independent auditors.
During the course of its examination of the Company’s audit process in 2008, the Examining Committee reviewed and discussed the audited financial statements with management. The Examining Committee also discussed with the independent auditors, Dixon Hughes PLLC, all matters required to be discussed by the Statement of Auditing Standards No. 61, as amended, as adopted by the Public Company Accounting Oversight Board in Rule 3200T. Furthermore, the Examining Committee received from Dixon Hughes PLLC disclosures regarding their independence required by the Independence Standards Board Standard No. 1, as amended and discussed such information with Dixon Hughes PLLC.
Based on the review and discussions above, the Examining Committee (i) 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 year ended December 31, 2008 for filing with the SEC and (ii) recommended that shareholders ratify the appointment of Dixon Hughes PLLC as auditors for 2009.
The Examining Committee has considered whether the principal accountant’s provision of other non-audit services to the Company is compatible with maintaining the independence of Dixon Hughes PLLC. The Examining Committee has determined that it is compatible with maintaining the independence of Dixon Hughes PLLC.
This report is submitted by the Examining Committee:
John W. Shealy – Chair | Joe S. Brooks | |||
Ronald T. Burleson | Thomas M. Hearne | |||
Charles D. Horne | Joseph R. Kluttz, Jr. | |||
| W. Stephen Aldridge, III (Bank of Stanly representative) | ||||
| Emmett S. Patterson (Anson Bank & Trust Co. representative) | ||||
| Estus B. White (Cabarrus Bank & Trust Company representative) | ||||
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OTHER MATTERS
The Board of Directors knows of no other business that will be brought before the Annual Meeting. Should other matters properly be presented for action at the Annual Meeting, the Proxies, or their substitutes, will be authorized to vote shares represented by appointments of proxy according to their best judgment.
PROPOSALS OF SHAREHOLDERS
Any proposal of a shareholder which is intended to be presented at the Company's 2000Company’s 2010 Annual Meeting must be received by the Company at its main office in Albemarle, North Carolina, no later than September 30, 2000,December 1, 2009, to be considered timely received for inclusion in the proxy statement and appointment of proxy to be distributed in connection with that meeting. If a proposal for the 20012010 Annual Meeting is not expected to be included in the proxy statement for that meeting, the proposal must be received by the Company by February 15, 20012010 for it to be timely received for consideration. The Company will use its discretionary authority for any proposals received thereafter.
SHAREHOLDER COMMUNICATIONS
The Company does not currently have a formal policy regarding shareholder communications with the Board of Directors, however, any shareholder may submit written communications to the Chairman of the Board of Directors, Uwharrie Capital Corp, P.O. Box 338, Albemarle, North Carolina 28002-0338, whereupon such communications will be forwarded to the Board of Directors if addressed to the Board of Directors as a group or to the individual director or directors addressed.
INTERNET AND ELECTRONIC AVAILABILITY OF PROXY MATERIALS
As required by applicable SEC rules and regulations, the Company has furnished a notice of internet availability of proxy materials to all shareholders as part of this proxy statement and all shareholders will have the ability to access this proxy statement and the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2008 as filed with the SEC, by logging on at www.uwharrie.com/vote.
ADDITIONAL INFORMATION
A COPY OF THE COMPANY'S 1999COMPANY’S 2008 ANNUAL REPORT ON FORM 10-KSB10-K WILL BE PROVIDED WITHOUT CHARGE TO ANY SHAREHOLDER ENTITLED TO VOTE AT THE ANNUAL MEETING UPON THAT SHAREHOLDER'SSHAREHOLDER’S WRITTEN REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO TAMARA M. SINGLETARY, EXECUTIVE VICE PRESIDENT – INVESTOR RELATIONS AND CORPORATE SECRETARY, UWHARRIE CAPITAL CORP, 167 NORTH
SECOND STREET,P.O. BOX 338, ALBEMARLE, NORTH CAROLINA 28001.
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EXHIBIT A
Article II28002-0338
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UWHARRIE CAPITAL CORP
132 North First Street, Albemarle, North Carolina 28001
Voting Instructions
Read our proxy statement before you vote by proxy. Then, to ensure that your shares are represented at the Annual Meeting, we ask that you appoint the Proxies to vote your shares for you. You can do that in one of the Articles of Incorporation of Uwharrie Capital Corp
shall be amended, subject to shareholder approval of Proposal 2, to readfollowing two ways.
Voting by Proxy Card
You can mark, sign and return the proxy card (this entire sheet) below in its
entirety as follows:
The Corporation shall have the authority to issue a total of 30,000,000
shares of capital stock divided into 20,000,000 shares of common stock, all of
one class, with each share having a par value of $1.25 and 10,000,000 shares of
preferred stock. The shares of preferred stockenclosed postage-paid envelope.
Voting by Internet
| • | You can go to the Internet websitewww.uwharrie.com/vote. When you are prompted for your “control number,” enter the number printed just above your name on the reverse side of the proxy card, and then follow the instructions you will be given.You do not need to sign and return a proxy card when you vote by Internet. When you vote by Internet, you will be appointing the Proxies to vote your shares on the same terms and with the same authority as if you marked, signed and returned a proxy card. The authority you will be giving the Proxies is described in the proxy card below and in our proxy statement for the Annual Meeting. |
You should note that you may be divided into two or more
seriesvote by the Board of Directors with each series having such relative rights,
privileges, preferences and limitations asInternetonly until 5:00 p.m. on May 11, 2009, which is the Board of Directors ofday before the Corporation may and herebyAnnual Meeting.
This is authorizeda “secured” web page site. Your software and/or Internet provider must be “enabled” to determine.
12
PRELIMINARY access this site.
Please call your software or Internet provider for further information if needed.
PROXY UWHARRIE CAPITAL CORP
167 NORTH SECOND STREET
ALBEMARLE, NORTH CAROLINA 28001
CARD
APPOINTMENT OF PROXY SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoints Roger L. Dick, Ronald B. DavisBrendan P. Duffey and Chris A. WhitfieldChristy D. Stoner, (the "Proxies"“Proxies”), or any of them, as attorneys and proxies, with full power of substitution, to vote all outstanding shares of the common stock of Uwharrie Capital Corp (the "Company"“Company”) held of record by the undersigned on March 15, 2000,6, 2009, at the Annual Meeting of Shareholders of the Company to be held at the Stanly County Agri-Civic Center at 26032 Newt Road, Albemarle, North Carolina, at 4:006:30 p.m. on May 2, 2000,12, 2009, and at any adjournments thereof:
1.
| 1. | ELECTION OF DIRECTORS: | |||||||||
| Election of six (6) Directors, each for three (3) year terms and one (1) director for a two (2) year term or until their successors are duly elected and qualified. | ¨FOR all nominees listed below (except as indicated otherwise below) | ¨WITHHOLD authority to vote for all nominees listed below |
| Nominees for Three-Year Terms: | W. Stephen Aldridge, III, Bill C. Burnside, W. Kenneth Huntley, Joseph R. Kluttz, Jr., | |||||||||
| Lee Roy Lookabill, Jr. and Edward B. Tyson | ||||||||||
| Nominee forTwo-Year Term: Barry S. Moose | ||||||||||
| Instruction: To withhold authority to vote for one or more nominees, write that nominee’s name on the line provided below. | ||||||||||
| 2. | ADVISORY VOTE ON EXECUTIVE COMPENSATION. To vote on a non-binding, advisory resolution to endorse and approve compensation paid or provided to our executive officers and our executive compensation policies and practices. | |||||||||
¨FOR ¨AGAINST ¨ABSTAIN | ||||||||||
| 3. | RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. Proposal to ratify the appointment of Dixon Hughes PLLC as the Company’s independent registered public accounting firm for 2009. | |||||||||
¨FOR ¨AGAINST ¨ABSTAIN | ||||||||||
| 4. | OTHER BUSINESS: The Proxies are authorized to vote the shares represented by this Appointment of Proxy according to their best judgment on such other matters as may be presented for action at the Annual Meeting. | |||||||||
PLEASE DATE AND SIGN THIS APPOINTMENT OF DIRECTORS: ProposalPROXY ON THE REVERSE SIDE AND
RETURN IT IN THE BUSINESS REPLY ENVELOPE PROVIDED.
UWHARRIE CAPITAL CORP
The shareholders of Uwharrie Capital Corp are invited to elect six directorsattend a dinner preceding the business meeting of the Company for
three year terms or until their successors2009 Annual Meeting of Shareholders to be held Tuesday, May 12, 2009, at the Stanly County Agri-Civic Center at 26032 Newt Road, Albemarle, North Carolina. Dinner will begin at 4:30 p.m. and the business meeting will begin at 6:30 p.m.
DINNER RESERVATION:
Please mark the box to the right if you plan to attend the dinner:¨ I (we) plan to attend the dinner; # attending
If you are duly electedvoting via the Internet and qualified.
_____ FOR ALL NOMINEES LISTED BELOW _____ WITHHOLD AUTHORITY
(EXCEPT AS INDICATED OTHERWISE TO VOTE FOR ALL NOMINEES
BELOW) LISTED BELOW
NOMINEES:
Joe S. Brooks
Ronald T. Burleson
James F. Link, D.V.M.
Kent E. Newport
George T. Reaves
A. James Russell
(INSTRUCTION: To withhold authorityplan to vote for one or more nominees,
write that nominee's nameattend the dinner, please indicate your attendance when prompted to do so on the line provided.)
2. AMENDMENT OF ARTICLE II OF THE ARTICLES OF INCORPORATION: Proposal to amend
Article IIvoting site.
| Please print name(s) of person(s) attending |
| COMMENTS and QUESTIONS: |
| Daytime telephone number: | Email address: |
I (We) direct that the Articles of Incorporation to authorize preferred stock.
_____ FOR _____ AGAISNT _____ ABSTAIN
3. RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS: Proposal to
ratify theshares represented by this appointment of Dixon Odom PLLCproxy be voted as instructed on the Company's independent
accountantsreverse side of this proxy. In the absence of any instruction, those shares may be voted “FOR” the election of each nominee named in Proposal 1 and “FOR” Proposals 2 and 3. If, before the Annual Meeting, any nominee listed in Proposal 1 becomes unable or unwilling to serve as a director for 2000.
_____ FOR _____ AGAISNT _____ ABSTAIN
4. OTHER BUSINESS: Theany reason, the Proxies are authorized to vote for a substitute nominee named by the shares represented
by this AppointmentBoard of Proxy according to their best judgment on such other
matters asDirectors. This appointment of proxy may be presented for actionrevoked by the undersigned at any time before the voting takes place at the Annual Meeting.
THE SHARES REPRESENTED BY THIS APPOINTMENT OF PROXY WILL BE VOTED BY
THE PROXIES IN ACCORDANCE WITH THE SPECIFIC INSTRUCTIONS ABOVE. IN THE ABSENCE
OF INSTRUCTIONS, THE PROXIES WILL VOTE SUCH SHARES "FOR" THE ELECTION OF EACH OF
THE NOMINEES LISTED IN PROPOSAL 1 ABOVE AND "FOR" PROPOSALS 2 AND 3 ABOVE. IF,
AT OR BEFORE THE TIME OF THE MEETING, ANY OF THE NOMINEES LISTED IN PROPOSAL 1
FOR ANY REASON HAVE BECOME UNAVAILABLE FOR ELECTION OR UNABLE TO SERVE AS
DIRECTORS, THE PROXIES HAVE THE DISCRETION TO VOTE FOR A SUBSTITUTE NOMINEE OR
NOMINEES. THIS APPOINTMENT OF PROXY MAY BE REVOKED AT ANY TIME BEFORE IT IS
EXERCISED BY FILING WITH THE SECRETARY OF THE COMPANY AN INSTRUMENT REVOKING IT
OR A DULY EXECUTED APPOINTMENT OF PROXY BEARING A LATER DATE, OR BY ATTENDING
THE ANNUAL MEETING AND REQUESTING THE RIGHT TO VOTE IN PERSON.
Date: , 2000
----------------------------
(SEAL)
-----------------------------------
(Signature)
(SEAL)
-----------------------------------
(Signature, ifMeeting by filing with Uwharrie’s Corporate Secretary a written instrument revoking it or a duly executed appointment of proxy bearing a later date, or by attending the Annual Meeting and announcing an intention to vote in person.
| Dated:, 2009 | ||||||||
| Signature | Signature (if held jointly) |
Instruction: Please sign aboveexactly as your name appears on this appointment of proxy. Joint owners of shares held jointly)
INSTRUCTION: PLEASE SIGN ABOVE
EXACTLY AS YOUR NAME APPEARS ON THIS
APPOINTMENT OF PROXY. JOINT OWNERS
OF SHARES SHOULD BOTH SIGN.
FIDUCIARIES OR OTHER PERSONS SIGNING
IN A REPRESENTATIVE CAPACITY SHOULD
INDICATE THE CAPACITY IN WHICH THEY
ARE SIGNING.
PLEASE MARK, SIGN, DATE AND PROMPTLY RETURN THIS
PROXY CARD IN THE ENCLOSED ENVELOPE
2shouldboth sign. Fiduciaries or other persons signing in a representative capacity should indicate the capacity in which they are signing.
IMPORTANT: To ensure your shares are represented and that a quorum is present at the Annual Meeting, please date, sign and return your appointment of proxy in the envelope provided whether or not you plan to attend the meeting.
