NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Transcription

1 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS Mooresville, Indiana March 1, 2018 To Our Shareholders: The Annual Meeting of Shareholders of CITBA FINANCIAL CORPORATION will be held on April 18, 2018 at 1:00 PM at the Mooresville Education Center, 11 W. Carlisle, Mooresville, Indiana. The Annual Meeting will be held for the following purposes: 1. To elect the following three (3) Directors for a three (3) year term to expire at the Annual Meeting of Shareholders in 2021, but not until their successors are elected and qualified: Jeffrey A. Banning Christopher J. Branson Jeremiah P. Mills 2. To Amend Article V, Section 1(a) of the Restated Articles of Incorporation of the Company to authorize Five Million (5,000,000) total shares of Common Stock. 3. To ratify the appointment by the Board of Directors of BKD, LLP, as the Company s independent auditors for the fiscal year ending December 31, To conduct such other business as may properly come before the meeting or any adjournment thereof. Shareholders of record at the close of business on March 1, 2018 are entitled to vote at the meeting. If you do not plan on attending the meeting, please date, sign and return the accompanying proxy promptly. By order of the Board of Directors. William R. Chip Keller, Secretary IMPORTANT PLEASE MAIL YOUR PROXY PROMPTLY In order that there may be proper representation at the meeting, we urge you to vote, date, sign and return the Proxy in the enclosed envelope as promptly as possible, whether or not you plan to attend the meeting in person. Should you find that time is not sufficient for the Proxy to reach the Company prior to the meeting, it may be scanned and ed to Holly Erickson at herickson@citizens-banking.com or faxed to (317) and then the original document mailed.

2 CITBA FINANCIAL CORPORATION MOORESVILLE, INDIANA PROXY STATEMENT This Proxy Statement is furnished in connection with the solicitation by the Board of Directors of proxies to be voted at the Annual Meeting of Shareholders of CITBA Financial Corporation (the Company ) and at any adjournments thereof. The Annual Meeting will be held at the Mooresville Education Center, 11 W. Carlisle, Mooresville, Indiana, on Wednesday, April 18, 2018, at 1:00 PM. A Notice of Annual Meeting and form of proxy accompany this Proxy Statement. Any shareholder executing a proxy has the right to revoke it at any time before it is exercised. Revoking your proxy may be accomplished by (i) attending the Annual Meeting, filing a written notice of revocation with the Secretary of the Annual Meeting and voting in person; (ii) executing a written instrument revoking the proxy and delivering it to the Secretary of the Company prior to the Annual Meeting; or (iii) executing and delivering a later dated proxy to the Secretary of the Company prior to the Annual Meeting. Proxies in the accompanying form, when properly executed, will be voted in the manner so directed by the authorized shareholder(s). If no direction is made, proxies, if properly executed, will be voted FOR each of the proposals set forth below. In their discretion, the proxies are authorized to vote on any other business that may properly come before the Annual Meeting or any adjournment or postponement thereof. At the present time, the Board of Directors knows of no other business to be presented at the meeting. VOTING SECURITIES Only shareholders of the Company s Common Stock of record at the close of business on March 1, 2018, will be entitled to vote at the Annual Meeting or any adjournments thereof. The securities of the Company eligible to vote at this meeting consist of Common Stock, no par value, of which 926,977 shares were issued and outstanding on the record date. Each such share is entitled to one vote upon each of the matters to come before the Annual Meeting. The presence, either in person or by proxy, of the holders of a majority of the shares of the Company issued and outstanding as of March 1, 2018 is necessary to constitute a quorum at the Annual Meeting. Abstentions will treated as shares that are present and entitled to vote for purposes of determining the presence of a quorum, but as unvoted for purposes of determining the approval of any matters submitted to the shareholders for a vote. The nominees for election as director of the Company named in this proxy statement will be elected by a plurality of the votes cast, i.e., the three nominees receiving the greatest number of affirmative votes cast will be elected. Action on the other items or matters to be presented at the Annual Meeting will be approved if the votes cast in favor of the item or matter exceed the votes cast opposing the item or matter. 1

3 ITEM 1 ELECTION OF DIRECTORS The Restated Articles of Incorporation and the Bylaws of the Company provide that the Board of Directors shall be divided into three classes, as nearly equal in number as possible, with the term of office of one class expiring each year. The term of office for three directors will expire at the Annual Meeting of Shareholders in 2018, but not until their successors shall be elected and qualified. The individuals elected at the Annual Meeting of Shareholders in 2018 will be elected to hold office for a term expiring at the Annual Meeting of Shareholders in 2021 and until their successors are elected and qualified. Certain information regarding the individuals nominated for election as Directors for a term of three years to expire in 2021 is set forth below. Each of the nominees listed below is an existing Director of the Company. Director Nominee Information Jeffrey A. Banning Director since 2010; Chair of the Compensation Committee; Member of ALCO Jeff Banning founded Banning Engineering 24 years ago and serves as its President. He is regularly involved in economic development, parks and recreation, municipal and private infrastructure and site design projects. He is past Board President of the Parks Foundation of Hendricks County, former Secretary for the Board of the Indiana Economic Development Association (IEDA), and holds memberships with the Hendricks, Johnson, Knox, and Morgan County EDC s. Jeff is a member of The Plainfield and Avon Chambers of Commerce, the Builders Association of Greater Indianapolis and Plainfield Christian Church. Jeff is highly involved in running and facilitating a training program for the Mini Marathon. Jeff graduated from the University of Evansville with a B.S. degree in Civil Engineering. He is married with four children and lives in the Mooresville/Plainfield area. Christopher J. Branson Director since 2015; Member of the Audit and Loan & Investment Committees Chris Branson began working in the funeral industry at Leppert Mortuary in Indianapolis when he was 17 and rose to the position of general manager. He resigned from Leppert Mortuary in 2005 and purchased Carlisle & Son Funeral Chapel in 2007, establishing the county s only onsite crematory. The company rebranded as Carlisle-Branson Funeral Service & Crematory in Chris serves on the Board of the Community Foundation of Morgan County, the Mooresville Chamber of Commerce and the Mooresville Senior Center. He is a member of the Mooresville Kiwanis Club, the Mooresville Lions Club, Mooresville Masonic Lodge #78 and the St. Thomas More Knights of Columbus. He is also actively involved with Saints Francis and Clare School in Greenwood. Professionally, Chris is an active member of Selected Independent Funeral Homes and a member of the Indiana Funeral Directors Association and the National Funeral Directors Association. He earned a B.S.B.A. degree in Entrepreneurial Studies from Xavier University and graduated from Worsham College of Mortuary Science in Chicago. Chris is married with two children and lives in Mooresville. 2

4 Jeremiah P. Mills Director since 2018; Member of the Compensation and Corporate Governance Committees Jeremy Mills is the operator and a co-owner of Mills Family Farms, LLC, a corn, soybean, hay and cattle farmed based in West Newton, Indiana. He serves on the Farm Service Agency Committee for Johnson and Marion Counties, is a Director for Midland Co Op, and a member of the Board of Directors and the Executive Committee of Co Alliance, LLP, a group of five agriculture cooperatives covering large areas of Indiana and parts of Michigan and Ohio. He holds a B.S. degree from Purdue University. Jeremy is married with three children and lives in West Newton. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ABOVE NOMINEES. ITEM 2 AMENDMENT TO COMPANY S RESTATED ARTICLES OF INCORPORATION TO INCREASE THE TOTAL AUTHORIZED SHARES OF COMMON STOCK TO 5,000,000 At a meeting held on February 20, 2018, the Company s Board of Directors unanimously adopted a resolution approving and submitting to a vote of the shareholders, an amendment to Article V, Section 1(a) of the Company s Restated Articles of Incorporation which would increase the authorized shares of the Company s Common Stock from 1,000,000 to 5,000,000 shares, no par value (the Amendment ). No change is being proposed to the Company s preferred stock. The complete text of Section 1.1(a) of Article V, as amended, reads as follows: Section 1. Authorized Shares of Common Stock. (a) Number of Shares. The total number of shares of Common Stock which the Corporation is to have authority to issue is 5,000,000. (i) The number of authorized shares of Common Stock which the Corporation designates as having par value is none. (ii) The number of authorized shares of Common Stock which the Corporation designates as without par value is 5,000,000. On March 1, 2018, the number of the Company s outstanding shares of Common Stock was 926,977. Consequently, 73,023 authorized shares of Common Stock remain available for future issuance. The Board has concluded that it is in the best interests of the Company and its shareholders to increase the amount of the Company s authorized Common Stock at this year s Annual Meeting of Shareholders. The additional shares of Common Stock authorized by the Amendment would be available for general corporate purposes, including acquisitions, financings, employee stock incentive plans, stock dividends, or stock splits. Other than issuances of Common Stock in connection with such general purposes, the Company has no plans, understandings, or agreements at this time to issue any additional shares of its Common Stock. If the Amendment is adopted by the shareholders, the Board of Directors could authorize the issuance of any authorized but unissued shares of Common Stock on terms determined by it without further action by the shareholders, unless the shares were issued in a transaction requiring shareholder approval. All attributes of the additional shares of Common Stock would be the same as those of the existing shares of authorized and unissued Common Stock. 3

5 Under the Company s Restated Articles of Incorporation, the shareholders of the Company have no pre-emptive rights to subscribe to or purchase any shares of Common Stock or other securities of the Company. Shareholders should also note that issuance of additional shares of Common Stock other than on a pro-rata basis to all current shareholders would reduce the proportionate interests in the Company held by current shareholders. The Amendment is not intended as an anti-takeover provision, but it may have an anti-takeover effect. Although the Board presently has no intention of doing so, the authorized but unissued Common Stock could be used to discourage or render more difficult certain takeover attempts of the Company through the issuance of a number of shares sufficient to dilute the interests of a person seeking control or to increase the total amount of consideration necessary for a person to obtain control of the Company. Assuming a quorum is present at the Annual Meeting of Shareholders, the Amendment will be approved by the shareholders if the votes cast in favor of the Amendment at the Annual Meeting exceed the votes cast against the Amendment. If sufficient votes are received, the Amendment will become effective upon the filing of Articles of Amendment to the Company s Restated Articles of Incorporation with the Indiana Secretary of State. THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE AMENDMENT TO THE COMPANY S RESTATED ARTICLES OF INCORPORATION TO INCREASE THE TOTAL NUMBER OF AUTHORIZED SHARES OF COMMON STOCK TO 5,000,000. ITEM 3 RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITOR BKD, LLP has served as the independent external audit firm for the Company since The Board of Directors has approved the appointment of BKD, LLP as the independent external audit firm for 2018, subject to ratification by the shareholders. THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR RATIFICATION OF THE APPOINTMENT OF BKD, LLP AS THE COMPANY S INDEPENDENT EXTERNAL AUDIT FIRM FOR GENERAL INFORMATION Management knows of no matters of a non-routine nature which are to be presented for a vote at the Annual Meeting other than those stated in the Notice and referred to in this Proxy Statement. If any other matters should properly come before the meeting, it is intended that the proxies will be voted in accordance with the recommendations of the Board of Directors. ANNUAL REPORT AND PROXY STATEMENT A copy of our 2017 annual report accompanies this proxy statement. The 2017 annual report does not constitute proxy soliciting material. 4