SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE
SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )
Filed by the registrant
¨
Filed by a party other than the registrant
x
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 under Rule 14a-12.
POAGE BANKSHARES, INC.
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(Name of Registrant as Specified in its
Charter)
STILWELL
VALUE PARTNERS II, L.P.
STILWELL
VALUE PARTNERS V, L.P.
STILWELL
VALUE PARTNERS VII, L.P.
STILWELL
ACTIVIST FUND, L.P.
STILWELL
ACTIVIST INVESTMENTS, L.P.
STILWELL
PARTNERS, L.P.
STILWELL
VALUE LLC
JOSEPH
STILWELL
STEPHEN S.
BURCHETT
MARSHALL
L. STEEN
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(Name of Person(s) Filing Proxy Statement
if Other Than the Registrant)
Payment of filing fee (check the appropriate
box):
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
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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:
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Fee paid previously with preliminary materials.
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¨
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:
POAGE BANKSHARES, INC.
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2014 ANNUAL MEETING OF STOCKHOLDERS
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PROXY STATEMENT OF THE STILWELL GROUP
IN OPPOSITION TO
THE BOARD OF DIRECTORS OF
POAGE
BANKSHARES, INC.
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WHY YOU WERE SENT THIS PROXY STATEMENT
The Stilwell Group is furnishing this Proxy
Statement and accompanying GREEN proxy card to the holders of Common Stock of Poage Bankshares, Inc. (the “Company”
or “Poage Bankshares”). We are seeking proxies to vote at the Annual Meeting in connection with our bid to elect Stephen
S. Burchett (the “Nominee”) to the Company’s Board of Directors (the “Board”) at the Company's 2014
Annual Meeting of Stockholders (the “Annual Meeting”). The Annual Meeting is scheduled to be held on May 20, 2014,
at [●], Kentucky time, at the [●], Ashland, Kentucky, and the record date for the Annual Meeting is April 4, 2014.
Stockholders who own shares as of the close of business on that date will be entitled to vote at the Annual Meeting.
As there are [●] directors up for
re-election, we are “rounding out” our slate of one candidate by permitting stockholders to also vote for the Company's
nominee other than [●]. Unless instructed otherwise, proxies will be voted against the Company's non-binding proposal
to approve its executive compensation, and in favor of ratification of the selection of the Company's independent registered public
accounting firm. Additional voting instructions are stated below. This Proxy Statement and GREEN proxy card are first being mailed
or furnished to stockholders on or about April 4, 2014.
The Stilwell Group, members of which own,
as of the date of this Proxy Statement, an aggregate of 318,471 shares of Common Stock, is believed to be the Company's second
largest stockholder.
The Stilwell Group consists of:
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Stilwell Value Partners II, L.P., a Delaware limited partnership (“Stilwell Value Partners
II”)
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Stilwell Value Partners V, L.P., a Delaware limited partnership (“Stilwell Value Partners
V”)
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Stilwell Value Partners VII, L.P., a Delaware limited partnership (“Stilwell Value Partners
VII”)
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Stilwell Activist Fund, L.P., a Delaware limited partnership (“Stilwell Activist Fund”)
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Stilwell Activist Investments, L.P., a Delaware limited partnership (“Stilwell Activist Investments”)
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Stilwell Partners, L.P., a Delaware limited
partnership (“Stilwell Partners”)
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Stilwell Value LLC, a Delaware limited liability company which is the general partner of Stilwell
Value Partners II, Stilwell Value Partners V, Stilwell Value Partners VII, Stilwell Activist Fund, and Stilwell Activist Investments
(“Stilwell Value LLC”)
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Joseph Stilwell, individually and as the general partner of Stilwell Partners and the managing
member of Stilwell Value LLC
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Stephen S. Burchett, nominee
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Marshall L. Steen, alternate nominee
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Additional information concerning the Stilwell
Group is set forth under the headings “Proposal Number 1: Election of Directors” and “Certain Information
Regarding the Participants” and in Appendix A.
IT IS IMPORTANT THAT YOU RETURN YOUR
PROXY PROMPTLY. IF YOU ARE A RECORD HOLDER (NAMELY, YOU OWN YOUR COMPANY STOCK IN CERTIFICATE FORM), PLEASE SIGN AND
DATE YOUR GREEN PROXY CARD PROMPTLY AND RETURN IT IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED. IF YOUR SHARES ARE HELD
IN “STREET NAME” BY A BROKER, NOMINEE, FIDUCIARY OR OTHER CUSTODIAN, PLEASE CONTACT THE PERSON RESPONSIBLE FOR YOUR
ACCOUNT AND INSTRUCT HIM TO VOTE THE GREEN PROXY CARD ON YOUR BEHALF (YOUR BROKER, NOMINEE, FIDUCIARY OR OTHER CUSTODIAN MAY PERMIT
YOU TO VOTE VIA THE INTERNET OR BY TELEPHONE).
We urge you not to return any white
proxy card sent to you by the Company. Remember, your last dated proxy is the only one that counts. If you are a registered holder,
return the GREEN proxy card as explained in the instructions on the GREEN proxy card, even if you previously delivered a white
proxy to the Company. If your shares are held in street name, contact the person responsible for your account and instruct that
person to execute and return the GREEN proxy card on your behalf.
Please refer to the Company's definitive
proxy statement when it becomes available for a full description of management's candidates for election as directors.
Holders of record of shares of the Common
Stock on the record date for the Annual Meeting are urged to vote even if you sold your shares after that date.
If you have any questions or need assistance
in voting your shares, please call the Stilwell Group:
The Stilwell Group
Attn: Ms. Megan Parisi
111 Broadway, 12th Floor
New York, NY 10006
212-269-1551
info@stilwellgroup.com
Also, please feel free to call
our
proxy solicitor
:
Okapi Partners LLC
Attn: Mr. Charles W. Garske
437 Madison Avenue, 28th Floor
New York, NY 10022
Call Toll-Free: 877-566-1922
PROPOSAL NUMBER 1: ELECTION OF DIRECTORS
The Board currently consists of [●]
members. [●] seats on the Board are up for election at the Annual Meeting. At the Annual Meeting, the Stilwell Group will
seek to elect Stephen S. Burchett (the “Nominee”), who has consented to being named in this Proxy Statement and to
serving as a director on the Board if elected. The election of Mr. Burchett requires the affirmative vote of a plurality of the
votes cast. If elected and seated, our Nominee will be entitled to serve a three-year term. Mr. Burchett is an attorney who has
been a Partner at Offutt Nord Burchett, PLLC since 2003. We believe he would be a valuable addition to the Board.
As there are [
●
] directors up for re-election, we are “rounding
out” our slate of one candidate by permitting stockholders to also vote for the Company's nominee other than [
●
].
There is no assurance that the candidates nominated by the Company will serve as directors if the Stilwell Group’s Nominee
is elected.
For additional information regarding the Company's nominees for election as directors, please refer to the Company's
definitive proxy statement when it becomes available.
If you sign and return the Stilwell Group's
GREEN proxy card, you will be deemed to have voted FOR Mr. Burchett unless you instruct otherwise.
Stephen S. Burchett
: Mr. Burchett
has been a partner with the law firm of Offutt Nord Burchett, PLLC since 2003, where he has been named one of The Best Lawyers
in America™. Mr. Burchett has successfully represented a wide range of clients in complex litigation throughout Central Appalachia.
He is the only attorney practicing in the region who is board-certified by the American Board of Professional Liability Attorneys.
Mr. Burchett is originally from Morehead, KY and currently resides in Ashland, KY. He attended the University of Virginia on the
prestigious Jefferson Scholarship and received his law degree from the University of Kentucky where he was president of the Student
Bar Association. He has also served as a representative to the Kentucky Bar Association Board of Governors. Mr. Burchett has extensive
management and business experience and experience advising and providing legal guidance to boards of directors and officers. He
is not employed by any parent, subsidiary or other affiliate of the Company
We
note that there can be no assurance that Mr. Burchett, if elected and seated, will be successful in persuading other members of
the Board to adopt any of his suggestions, because Mr. Burchett would constitute one member out of [
●
],
a minority position. Although the Stilwell Group believes a sale of the Company may be in the best interests of stockholders, the
Group has no proposals or plans regarding a sale.
Specific Qualities
: Mr. Burchett
has an extensive legal background and possesses significant legal expertise. His past experience in financial management and commercial
transactions would make him a valuable asset to the Board.
If Mr. Burchett is unable to serve as a
director, the proxies named on the attached GREEN card will vote for the election of our alternate nominee, Marshall L. Steen (the
“Alternate Nominee”), discussed below. Our Nominee and Alternate Nominee are “independent” as defined in
Rule 5605(a)(2) of the listing standards for companies quoted on The NASDAQ Stock Market.
On February 20, 2014, the Stilwell Group
provided the Company with notice, in accordance with the Company's Bylaws, of the Stilwell Group's intention to nominate Mr. Burchett
for election to the Board. We did this because the Company's Bylaws require that advance notice of nominations be provided to the
Company's Secretary prior to the Annual Meeting. In order to preserve our ability to nominate Mr. Steen in the future, should Mr. Burchett
be unable to serve, we were required to provide advance notice for both individuals. As stated above, however, we intend to nominate
Mr. Steen only in the event that Mr. Burchett is unable to serve as a director.
In
addition, we reserve the right to solicit proxies for the election of any other substitute nominee if the Company makes or announces
any changes to its charter documents or takes or announces any other action that has, or if consummated would have, the effect
of disqualifying our Nominee, to the extent this is not prohibited under the Company’s charter documents and applicable law. In
any such case, shares represented by the enclosed
GREEN
proxy card will be voted for such substitute nominee. We
reserve the right to nominate additional persons, to the extent this is not prohibited under the Company’s charter documents
and applicable law, if the Company increases the size of its board above its existing size or increases the number of directors
whose terms expire at the Annual Meeting.
Marshall L. Steen
: Mr. Steen is
President and owner of Steen Cannon and Ordnance Works, which reproduces Civil War artillery for the National Park Service and
other customers, and which he founded in 1993. Mr. Steen also owns the L Style Salon and Steen's Antique Emporium in Ashland, KY.
He is a consultant for Steen Funeral Homes. A lifelong resident of Ashland, he is a third generation mortician. Mr. Steen is currently
serving as the Boyd County Magistrate and on the Board of Directors of Friends of Ashland Cemetery and the Ashland Alliance. He
is a member of the Poage Masonic Lodge #325 F & AM and the Ashland Commandry of the Knights Templar, as well as the BPO Elks
Lodge #350. He is a member of First United Methodist Church where he has served on various boards. Mr. Steen has extensive connections
to the Ashland community through his personal network of business contacts developed over many years. He is not employed by any
parent, subsidiary or other affiliate of the Company.
Specific Qualities
: Mr. Steen has
an extensive business background and possesses significant management expertise. His extensive connections to the Ashland community
through his personal network of business contacts developed over many years would make him a valuable asset to the Board.
PROPOSAL NUMBER 2: ADVISORY (NON-BINDING)
VOTE TO APPROVE EXECUTIVE COMPENSATION
The Company will also submit to an advisory
vote a proposal for the stockholders to approve the compensation of the Company's named executive officers. This non-binding vote
is commonly referred to as a “say-on-pay vote”. We intend to vote, and recommend that you vote, AGAINST Proposal 2.
The reason we recommend this is because, as described elsewhere in our proxy materials, we believe that the Company's performance
has been sub-par and that the overall level of cash compensation of the Company's executive officers is higher than is appropriate
in light of this performance.
The compensation of the Company's named
executive officers will be deemed to be approved if the votes cast in favor of Proposal 2 exceed the votes cast against it at the
Annual Meeting. Abstentions and broker non-votes will have no effect on the outcome of the vote.
PROPOSAL NUMBER 3: RATIFICATION OF APPOINTMENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Company will also submit to a vote
of stockholders ratification of the appointment of
Crowe Horwath LLP as
the Company's independent registered public accounting firm for 2014.
We intend to vote, and recommend that you vote, FOR
Proposal 3.
CERTAIN INFORMATION REGARDING THE PARTICIPANTS
Except as described herein, there are no
material proceedings to which any Stilwell Group member, or any associate of any Group member, is a party adverse to the Company
or any of its subsidiaries or has a material interest adverse to the Company or any of its subsidiaries. Except as described in
Appendix A, no Stilwell Group member or any associate of any Group member has any interest in the matters to be voted upon at the
Annual Meeting, other than an interest, if any, as a stockholder of the Company.
Except as described in Appendix A, no Stilwell
Group member or any associate of any Group member (1) has engaged in or has a direct or indirect interest in any transaction or
series of transactions since the beginning of the Company's last fiscal year, or in any currently proposed transaction, to which
the Company or any of its subsidiaries is a party where the amount involved was in excess of $120,000; (2) has been indebted to
the Company or any of its subsidiaries; (3) has borrowed any funds for the purpose of acquiring or holding any securities of the
Company; (4) is presently, or has been within the past year, a party to any contract, arrangement or understanding with any
person with respect to any securities of the Company, any future employment by the Company or its affiliates, or any future transaction
to which the Company or any of its affiliates will or may be a party; or (5) is the beneficial or record owner of any securities
of the Company or any parent or subsidiary thereof.
No Stilwell Group member or any associate
of any Group member, during the past 10 years, has been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
Additional information concerning the Stilwell
Group, including, but not limited to, beneficial ownership of and transactions in the Common Stock, is set forth in Appendix A.
OTHER MATTERS
The Stilwell Group anticipates that the
Company's definitive proxy statement, when it becomes available, will contain information regarding (1) the securities ownership
of certain beneficial owners and management; (2) the committees of the Board; (3) the meetings of the Board and all Board committees;
(4) the background of the Company's nominees for election as directors; (5) the compensation of the Company's directors and
executive officers; and (6) the services and fees of the Company's independent registered public accounting firm. The Stilwell
Group has no knowledge of the accuracy of the Company's disclosures in its proxy materials.
STOCKHOLDER PROPOSALS
In order to be considered
at the Company's 2015 Annual Meeting of Stockholders, but not included in its proxy materials, the Company's Bylaws provide that
a stockholder proposal to take action at such meeting must be received at its executive office not more than 90 days and not less
than 80 days prior to the date of such meeting; provided, that if less than 90 days’ notice of such meeting is given to stockholders,
such stockholder proposal must be received at its executive office not later than the 10th day following the date on which notice
of such meeting was mailed to stockholders or was otherwise disclosed in a press release reported by a nationally recognized news
service, in a document publicly filed or furnished with the Securities and Exchange Commission, or on the Company's website.
The Company has stated
that it expects the next annual meeting of stockholders of the Company to be held on [●], 2015. In that event,
advance written notice of business or nominations to the Company's Board of Directors, to be brought before next year’s annual
meeting of stockholders, must be given to the Company no earlier than [●] and no later than [●].
The Company has stated
that, in order to be eligible for inclusion in the Company's proxy materials for next year’s annual meeting of stockholders,
any stockholder proposal to take action at such meeting must be received by the Secretary of the Company at the Company's executive
office, 1500 Carter Avenue, Ashland, Kentucky 41101, no later than [●]. If the Company changes the date of the
2015 annual meeting of stockholders by more than 30 days, any stockholder proposal must be received at a reasonable time before
the Company prints or mails proxy materials for such meeting.
SOLICITATION; EXPENSES
Proxies may be solicited by the Stilwell
Group by mail, e-mail; advertisement, telephone, facsimile, and personal solicitation. Phone calls will be made to stockholders
by Joseph Stilwell and certain of his personnel, as well as employees of Okapi Partners LLC. Mr. Stilwell will be principally responsible
for soliciting proxies for the Stilwell Group and certain of his personnel will perform additional work in connection with the
solicitation of proxies, for which no additional compensation will be paid. Banks, brokerage houses, and other custodians, nominees,
and fiduciaries will be requested to forward the Stilwell Group's solicitation material to their customers for whom they hold shares
and the Group will reimburse them for their reasonable out-of-pocket expenses. The Stilwell Group has retained Okapi Partners LLC
to assist in the solicitation of proxies and for related services. The Stilwell Group will pay Okapi Partners LLC a fee of up to
$20,000 and has agreed to reimburse it for its reasonable out-of-pocket expenses. In addition, the Stilwell Group has agreed to
indemnify Okapi Partners LLC against certain liabilities and expenses. Approximately 20 persons will be used by Okapi Partners
LLC in its solicitation efforts.
Although a precise estimate cannot be made
at the present time, the Stilwell Group currently estimates that the total expenditures relating to the proxy solicitation to be
incurred by the Group will be approximately $75,000, of which approximately $[●] has been incurred to date. The entire expense
of preparing, assembling, printing, and mailing this Proxy Statement and related materials and the cost of soliciting proxies will
be borne by the Stilwell Group.
The
Stilwell Group intends to seek reimbursement from the Company for the entire cost of our solicitation and does not intend to submit
the question of such reimbursement to a vote of stockholders.
WHO CAN VOTE AT THE ANNUAL MEETING
The
record date for determining stockholders entitled to notice of and to vote at the Annual Meeting is April 4, 2014. Stockholders
of the Company as of the close of business on the record date are entitled to one vote at the Annual Meeting for each share of
Common Stock held on the record date. On the record date, there were [
●
]
shares of Common Stock outstanding.
HOW TO VOTE BY PROXY
To elect the Stilwell Group’s Nominee
to the Board, if you are a record holder (
namely
, you own your Company stock in certificate form), you can vote by marking
your vote on the
GREEN
proxy card we have enclosed, signing and dating it, and mailing it in the postage-paid envelope we
have provided. If your shares are held in “street name,” follow the directions given by the broker, nominee,
fiduciary or other custodian regarding how to instruct them to vote your shares. Your broker, nominee, fiduciary or
other custodian may permit you to vote via the Internet or by telephone. Whether you plan to attend the Annual Meeting
or not, we urge you to vote your shares now. Please contact our proxy solicitor Okapi Partners LLC at 877-566-1922 if
you require assistance in voting your shares. This Proxy Statement and the accompanying form of
GREEN
proxy card
are available at
www.OkapiVote.com/Poage
.
Properly
executed proxies will be voted in accordance with the directions indicated thereon. If you sign the
GREEN
proxy card but
do not make any specific choices, your shares will be voted: (a) “FOR” the election of our Nominee to the Board of
Directors,
(b) “AGAINST” the Company's non-binding proposal to approve its executive compensation, and (c)
“FOR” the ratification of the appointment of Crowe Horwath LLP as the Company's independent registered public accounting
firm for 2014.
You
should refer to the Company’s proxy statement and form of proxy distributed by the Company for the names, backgrounds, qualifications
and other information concerning the Company’s nominees for election as directors. The Stilwell Group is NOT seeking
authority to vote for and will NOT exercise any authority to vote for [
●
],
one of the Company’s nominees.
Rule 14a-4(c)(3) under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), governs our use of our discretionary proxy voting authority with respect
to a matter that is not known by us a reasonable time before commencing our solicitation of proxies. It provides that
if we do not know, a reasonable time before making our solicitation, that a matter is to be presented at the meeting, then we are
allowed to use our discretionary voting authority when the proposal is raised at the meeting, without any discussion of the matter
in this Proxy Statement. If any other matters are presented at the Annual Meeting for which we may exercise discretionary
voting, your proxy will be voted in accordance with the best judgment of the persons named as proxies on the attached proxy card. At
the time this Proxy Statement was mailed, we knew of no matters which needed to be acted on at the Annual Meeting, other than those
discussed in this Proxy Statement.
If any of your shares are held in the name
of a brokerage firm, bank, bank nominee or other institution on the record date, only that entity can vote your shares and only
upon its receipt of your specific instructions. Accordingly, please contact the person responsible for your account
at such entity and instruct that person to execute and return the
GREEN
proxy card on your behalf. You should
also sign, date and mail the voting instruction form your broker or banker sends you when you receive it (or, if applicable, vote
by following the instructions supplied to you by your bank or brokerage firm, including voting by telephone or via the Internet). Please
do this for each account you maintain to ensure that all of your shares are voted.
Many banks and brokerage firms are participating
in programs that allow eligible stockholders to vote by telephone or via the Internet. If your bank or brokerage firm
is participating in a telephone or Internet voting program, then such bank or brokerage firm will provide you with instructions
for voting by telephone or the Internet on the voting form. Telephone and Internet voting procedures, if available through
your bank or brokerage firm, are designed to authenticate your identity to allow you to give your voting instructions and to confirm
that your instructions have been properly recorded. Stockholders voting via the Internet should understand that there
might be costs that they must bear associated with electronic access, such as usage charges from Internet access providers and
telephone companies. If your bank or brokerage firm does not provide you with a voting form, but instead you receive
our
GREEN
proxy card, then you should mark our proxy card, date it and sign it, and return it in the enclosed postage-paid
envelope.
VOTING AND PROXY PROCEDURES
The Board of Directors of the Company is
divided into three classes of directors with staggered terms of three years. If elected and seated, Stephen S. Burchett
would serve for a three-year term expiring in 2017. Stockholders of the Company are not permitted to cumulate their
votes for the election of directors.
The presence, in person or by proxy, of
a majority of the shares of Common Stock outstanding entitled to vote at the Annual Meeting will constitute a quorum. Proxies
relating to “street name” shares that are voted by brokers on some but not all of the matters before stockholders at
the Annual Meeting will be treated as shares present for purposes of determining the presence of a quorum on all matters, but will
not be entitled to vote at the Annual Meeting on those matters as to which authority to vote is not given to the broker (“broker
non-votes”). Accordingly, broker non-votes will not affect the outcome of the election of directors, and are not
counted in determining whether a matter requiring approval of a majority of the shares present and entitled to vote has been approved.
At this meeting, proxies relating to “street
name” shares will not be voted for any matters presented at the Annual Meeting unless the stockholder gives instructions
on how to vote the stockholder’s shares.
The election of Mr. Burchett requires the
affirmative vote of a plurality of the votes present in person or represented by proxy at the Annual Meeting. Assuming
the presence of a quorum at the Annual Meeting, Proposals 2 and 3 will require the affirmative vote of a majority of the votes
cast at the Annual Meeting.
THE STILWELL GROUP URGES YOU TO VOTE
FOR THE ELECTION OF THE GROUP'S NOMINEE AS A DIRECTOR OF THE COMPANY AS SOON AS POSSIBLE. PROXIES SOLICITED BY THIS
PROXY STATEMENT MAY BE EXERCISED ONLY AT THE ANNUAL MEETING (AND ANY ADJOURNMENT OR POSTPONEMENT THEREOF) IN ACCORDANCE WITH YOUR
INSTRUCTIONS AND WILL NOT BE USED FOR ANY OTHER MEETING.
A
proxy given pursuant to this solicitation may be revoked at any time before it is voted. If you are a record holder, you may revoke
your proxy and change your vote by: (1) the timely delivery of a duly executed proxy bearing a later date, (2) providing timely
written notice of revocation to the Company’s Corporate Secretary at the Company’s principal executive offices at
1500
Carter Avenue, Ashland, Kentucky 41101
, or (3) attending the Annual Meeting
and giving oral notice of your intention to vote in person. If you are the beneficial owner of shares held in street
name, you may revoke your proxy and change your vote: (1) by submitting new voting instructions to your broker, bank or other nominee
in accordance with their voting instructions, or (2) if you have obtained a legal proxy from your bank, broker or other nominee
giving you the right to vote your shares in person, by attending the Annual Meeting, presenting the completed legal proxy to the
Company and voting in person. You should be aware that simply attending the Annual Meeting will not in and of itself
constitute a revocation of your proxy. If you have already sent a
white
proxy to management of the Company, you can revoke
that proxy by signing, dating and mailing the
GREEN
proxy card or by voting in person at the Annual Meeting.
Only holders of record as of the close
of business on the record date for the Annual Meeting, April 4, 2014, will be entitled to vote at the Annual Meeting. If
you were a stockholder of record on the record date, you will retain your voting rights for the Annual Meeting even if you sell
your shares after the record date.
Accordingly, it is important that you vote the shares held by you on the record
date, or grant a proxy to vote such shares, even if you sell your shares after the record date.
IMPORTANT: If you wish to
support Mr. Burchett, please sign, date and return only the Stilwell Group’s GREEN proxy card. If you later vote
on management’s white proxy (even if it is to withhold authority to vote for management’s nominees), you will revoke
your previous vote for Mr. Burchett. Please discard the Company’s white proxy card.
ALTHOUGH YOU MAY VOTE MORE THAN ONCE,
ONLY ONE PROXY WILL BE COUNTED AT THE ANNUAL MEETING, AND THAT WILL BE YOUR LATEST-DATED, VALIDLY EXECUTED PROXY.
IF
YOU SIGN THE GREEN PROXY CARD AND NO MARKING IS MADE, YOU WILL BE DEEMED TO HAVE GIVEN A DIRECTION TO VOTE THE POAGE BANKSHARES,
INC. COMMON STOCK REPRESENTED BY THE GREEN PROXY CARD FOR THE ELECTION OF STEPHEN S. BURCHETT AND THE PERSONS WHO HAVE BEEN NOMINATED
BY THE COMPANY TO SERVE AS A DIRECTOR, OTHER THAN [
●
],
AGAINST THE COMPANY'S NON-BINDING PROPOSAL TO APPROVE ITS EXECUTIVE COMPENSATION, AND
FOR THE RATIFICATION OF CROWE HORWATH LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2014.
ADDITIONAL INFORMATION
The information concerning the Company
contained in this Proxy Statement has been taken from, or is based upon, publicly available information.
The Company files annual, quarterly and
current reports, proxy statements and other information with the SEC. You may read and copy any reports, statements or other
information that the Company files with the SEC at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C.
20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. These SEC filings
are also available to the public from commercial document retrieval services and at the Internet website maintained by the SEC
at www.sec.gov.
YOUR VOTE IS IMPORTANT
NO MATTER HOW MANY OR HOW FEW SHARES
YOU OWN, WE ARE SEEKING YOUR SUPPORT. PLEASE VOTE FOR MR. BURCHETT. ONLY YOUR LATEST DATED PROXY COUNTS. EVEN
IF YOU HAVE ALREADY RETURNED A WHITE PROXY TO THE COMPANY’S BOARD OF DIRECTORS, YOU HAVE EVERY LEGAL RIGHT TO REVOKE IT BY
RETURNING A GREEN PROXY TO US AS PROVIDED BELOW.
IF
YOU ARE A RECORD HOLDER, PLEASE VOTE BY SIGNING, DATING, AND MAILING (IN THE ENCLOSED POSTAGE-PAID ENVELOPE) THE ENCLOSED GREEN
PROXY CARD AS SOON AS POSSIBLE. IF YOUR SHARES ARE HELD IN “STREET NAME” BY A BROKER, NOMINEE, FIDUCIARY
OR OTHER CUSTODIAN, FOLLOW THE DIRECTIONS GIVEN BY THE BROKER, NOMINEE, FIDUCIARY OR OTHER CUSTODIAN REGARDING HOW TO INSTRUCT
THEM TO VOTE YOUR SHARES.
This Proxy Statement and the accompanying
form of
GREEN
proxy card are available at
www.OkapiVote.com/Poage
. If you have any questions or require
any assistance, please contact the Stilwell Group:
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The Stilwell Group
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111 Broadway, 12th Floor
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New York, NY 10006
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(212) 269-1551
Attn: Ms. Megan Parisi
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info@stilwellgroup.com
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Please feel free to contact Okapi Partners
LLC, proxy solicitors for the Stilwell Group, as follows:
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Okapi Partners LLC
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437 Madison Avenue, 28th Floor
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New York, NY 10022
Attn:
Mr. Charles W. Garske
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Toll Free: 877-566-1922
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Sincerely,
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/s/ Joseph Stilwell
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Joseph Stilwell
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The Stilwell Group
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April 4, 2014
APPENDIX
A
IDENTITY OF PARTICIPANTS
The participants in this solicitation include
Stilwell Value Partners II, L.P. (“Stilwell Value Partners II”); Stilwell Value Partners V, L.P. (“Stilwell Value
Partners V”); Stilwell Value Partners VII, L.P. (“Stilwell Value Partners VII”); Stilwell Activist Fund, L.P.,
a Delaware limited partnership (“Stilwell Activist Fund”); Stilwell Activist Investments, L.P. (“Stilwell Activist
Investments”); and Stilwell Partners, L.P. (“Stilwell Partners”) (all Delaware limited partnerships); Stilwell
Value LLC, a Delaware limited liability company (“Stilwell Value LLC”), and the general partner of Stilwell Value Partners
II, Stilwell Value Partners V, Stilwell Value Partners VII, Stilwell Activist Fund and Stilwell Activist Investments; and Joseph
Stilwell (collectively, the “Beneficial Owners”), as well as Stephen S. Burchett (“Nominee”) and Marshall
L. Steen (“Alternate Nominee,” and collectively with the Beneficial Owners and the Nominee, the “Participants”).
With respect to each Participant, other
than as disclosed herein, such Participant is not and, within the past year, was not a party to any contract, arrangement or understanding
with any person with respect to any securities of Poage Bankshares, Inc. (the “Company”), including, but not limited
to, joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses
or profits, or the giving or withholding of proxies, except for sharing of profits. Stilwell Value LLC, in its capacity as general
partner of Stilwell Value Partners II, Stilwell Value Partners V, Stilwell Value Partners VII, Stilwell Activist Fund, and Stilwell
Activist Investments, and Joseph Stilwell, in his capacity as the general partner of Stilwell Partners and managing member and
99% owner of Stilwell Value LLC, are entitled to an allocation of a portion of profits.
With respect to each Participant, other
than as disclosed below, neither such Participant nor any of such Participant’s associates has any arrangement or understanding
with any person with respect to (A) any future employment by the Company or its affiliates or (B) any future transactions to which
the Company or any of its affiliates will or may be a party.
SECURITY OWNERSHIP OF BENEFICIAL OWNERS
The table below shows the number of shares
of common stock of the Company (“Common Stock”) held in accounts of the listed entities or individuals.
Title of Class
|
Name of Owner
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Direct Beneficial Ownership
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Percent of Class (1)
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Common Stock, par value $0.01 per share (“Common Stock”)
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Stilwell Value Partners II
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67,570
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2.0%
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Common Stock
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Stilwell Value Partners V
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28,235
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0.8%
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Common Stock
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Stilwell Value Partners VII
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83,366
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2.5%
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Common Stock
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Stilwell Activist Fund
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12,010
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0.4%
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Common Stock
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Stilwell Activist Investments
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112,290
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3.4%
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Common Stock
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Stilwell Partners
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15,000
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0.4%
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(1) The percentages are calculated based
on the number of outstanding shares of Common Stock, [●], reported as the number of outstanding shares as of [●], in
the Company’s [●] filed with the Securities and Exchange Commission on [●].
SECURITY OWNERSHIP OF NOMINEES
The Nominee and Alternate
Nominee do not directly or indirectly own any securities of the Company.
DESCRIPTION OF BENEFICIAL OWNERSHIP AND
BENEFICIAL OWNERS
Joseph Stilwell is the general partner
of Stilwell Partners and the managing member of and owner of more than 99% of the equity in Stilwell Value LLC, which is the general
partner of Stilwell Value Partners II, Stilwell Value Partners V, Stilwell Value Partners VII, Stilwell Activist Fund and Stilwell
Activist Investments. The business address of Stilwell Value Partners II, Stilwell Value Partners V, Stilwell Value Partners VII,
Stilwell Activist Fund, Stilwell Activist Investments, Stilwell Partners, Stilwell Value LLC, and Joseph Stilwell is 111 Broadway,
12th Floor, New York, New York 10006.
The principal employment of Joseph Stilwell
is investment management. Stilwell Value Partners II, Stilwell Value Partners V, Stilwell Value Partners VII, Stilwell Activist
Fund, Stilwell Activist Investments and Stilwell Partners are private investment partnerships engaged in the purchase and sale
of securities for their own accounts. Stilwell Value LLC is in the business of serving as the general partner of Stilwell Value
Partners II, Stilwell Value Partners V, Stilwell Value Partners VII, Stilwell Activist Fund, Stilwell Activist Investments and
related partnerships.
Because he is the general partner of Stilwell
Partners, Joseph Stilwell has the power to direct the affairs of Stilwell Partners, including the voting and disposition of shares
of Common Stock held in the name of Stilwell Partners. Therefore, Joseph Stilwell is deemed to share voting and disposition power
with Stilwell Partners with regard to those shares of Common Stock.
Because he is the managing member and 99%
owner of Stilwell Value LLC, which is the general partner of Stilwell Value Partners II, Stilwell Value Partners V, Stilwell Value
Partners VII, Stilwell Activist Fund and Stilwell Activist Investments, Joseph Stilwell has the power to direct the affairs of
those entities, including the voting and disposition of shares of Common Stock held in the name of those entities. Therefore, Joseph
Stilwell is deemed to share voting and disposition power with Stilwell Value Partners II, Stilwell Value Partners V, Stilwell Value
Partners VII, Stilwell Activist Fund and Stilwell Activist Investments with regard to those shares of Common Stock.
The Beneficial Owners may be deemed to
beneficially own, in the aggregate, 318,471 shares of Common Stock, representing approximately [●]% of the Company’s
outstanding shares of Common Stock (based upon the [●] shares of Common Stock reported as the number of outstanding shares
as of [●], in the Company’s [●] filed with the Securities and Exchange Commission on [●]). The Beneficial
Owners have an interest in the election of directors at the Company’s annual meeting as stockholders.
The Nominee and Alternate Nominee do not
directly or indirectly beneficially own any shares of Common Stock.
TWO YEAR SUMMARY TABLE
The following table
indicates the date of each purchase and sale of shares of Common Stock by Mr. Stilwell and entities affiliated with Mr. Stilwell
within the past two years and the number of shares of Common Stock in each purchase and sale.
Name
|
Date
|
Shares of Common Stock Purchased/(Sold) (1)
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Stilwell Value Partners II
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03/06/2013
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(1,500)
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Stilwell Value Partners II
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04/05/2013
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(1,500)
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Stilwell Value Partners II
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04/19/2013
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(1,000)
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Stilwell Value Partners II
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04/30/2013
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(38,400)
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Stilwell Value Partners II
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05/15/2013
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(1,200)
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Stilwell Value Partners II
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05/31/2013
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(48,600)
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Stilwell Value Partners II
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06/28/2013
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(12,000)
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Stilwell Value Partners V
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02/23/2012
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17,600
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Stilwell Value Partners V
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03/07/2012
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1,235
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Stilwell Value Partners V
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04/20/2012
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5,565
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Stilwell Value Partners V
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04/24/2012
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5,000
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Stilwell Value Partners V
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05/04/2012
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160
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Stilwell Value Partners V
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05/07/2012
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700
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Stilwell Value Partners V
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06/01/2012
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675
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Stilwell Value Partners V
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06/05/2012
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300
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Stilwell Value Partners V
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06/06/2012
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100
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Stilwell Value Partners V
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06/08/2012
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100
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Stilwell Value Partners V
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09/11/2012
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9,000
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Stilwell Value Partners V
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03/06/2013
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(2,000)
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Stilwell Value Partners V
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04/30/2013
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(4,600)
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Stilwell Value Partners V
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06/28/2013
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(2,000)
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Stilwell Value Partners V
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08/12/2013
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(9,000)
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Stilwell Value Partners V
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09/30/2013
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(7,000)
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Stilwell Value Partners VII
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03/06/2013
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(1,500)
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Stilwell Activist Fund
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04/16/2013
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200
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Stilwell Activist Fund
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04/30/2013
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3,400
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Stilwell Activist Fund
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05/31/2013
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2,430
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Stilwell Activist Fund
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06/28/2013
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5,000
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Stilwell Activist Fund
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09/30/2013
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980
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Stilwell Activist Investments
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04/30/2013
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39,600
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Stilwell Activist Investments
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05/31/2013
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46,170
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Stilwell Activist Investments
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06/28/2013
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9,000
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Stilwell Activist Investments
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08/12/2013
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9,000
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Stilwell Activist Investments
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09/03/2013
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950
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Stilwell Activist Investments
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09/04/2013
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1,550
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Stilwell Activist Investments
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09/30/2013
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6,020
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(1) Funds for share purchases were provided
from time to time in part by margin account loans from subsidiaries of Morgan Stanley or Fidelity Brokerage Services LLC extended
in the ordinary course of business. All purchases of shares of Common Stock using funds borrowed from Morgan Stanley or Fidelity
Brokerage Services LLC, if any, were made in margin transactions on their usual terms and conditions. All or part of the shares
of Common Stock owned by entities affiliated with Mr. Stilwell may from time to time be pledged with one or more banking institutions
or brokerage firms as collateral for loans made by such entities to such entities. Such loans generally bear interest at a rate
based on the broker's call rate from time to time in effect. Such indebtedness, if any, may be refinanced with other banks or broker-dealers.
There is currently no indebtedness outstanding secured by shares of Common Stock held by entities affiliated with Mr. Stilwell.
INFORMATION ABOUT NOMINEES
The Nominee and Alternate Nominee are independent
under the independence standards applicable to the Company under (i) paragraph (a)(1) of Item 407 of Regulation S-K and (ii) NASDAQ
Listing Rule 5605. The Participants have taken into account the Alternate Nominee's relationship with Charles Robinson, the Alternate
Nominee's accountant, who is also a director of the Company.
NAME
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Stephen S. Burchett
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AGE:
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47
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BUSINESS
ADDRESS:
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949 3rd Avenue, 3rd Floor
Huntington, WV 25701
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PRINCIPAL OCCUPATION
OR EMPLOYMENT:
|
See Proxy Statement section “PROPOSAL NUMBER 1: ELECTION OF DIRECTORS”
|
|
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CITIZENSHIP:
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United States
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Mr. Burchett has an interest in the election
of directors at the Company's annual meeting pursuant to the Nominee Agreement attached as Exhibit 6 to the Schedule 13D filed
with the Securities and Exchange Commission on February 24, 2014, by the Beneficial Owners. Under the Nominee Agreement, Mr. Burchett
agreed to be nominated for election to the Board of Directors of the Company at the 2014 Annual Meeting and the Beneficial Owners
agreed to reimburse Mr. Burchett for his expenses incurred in connection with his nomination to the Board of Directors and indemnify
and hold Mr. Burchett harmless for all damages and claims which may arise in connection with being nominated for election to the
Board of Directors. Mr. Burchett does not, and his associates do not, own, beneficially or of record, any shares of Common Stock
of the Company.
NAME
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Marshall L. Steen
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AGE:
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62
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BUSINESS
ADDRESS:
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3409 13
th
Street
Ashland, KY 41102
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PRINCIPAL OCCUPATION
OR EMPLOYMENT:
|
See Proxy Statement section “PROPOSAL NUMBER 1: ELECTION OF DIRECTORS”
|
|
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CITIZENSHIP:
|
United States
|
Mr. Steen has an interest in the election
of directors at the Company's annual meeting pursuant to the Nominee Agreement attached as Exhibit 7 to the Schedule 13D filed
with the Securities and Exchange Commission on February 24, 2014, by the Beneficial Owners. Under the Nominee Agreement, Mr. Steen
agreed to be nominated for election to the Board of Directors of the Company at the 2014 Annual Meeting and the Beneficial Owners
have agreed to reimburse Mr. Steen for his expenses incurred in connection with his nomination to the Board of Directors and indemnify
and hold Mr. Steen harmless for all damages and claims which may arise in connection with being nominated for election to the Board
of Directors. Mr. Steen does not, and his associates do not, own, beneficially or of record, any shares of Common Stock of the
Company.
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