SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
Filed by
the Registrant T
Filed by
a party other than the Registrant £
Check the
appropriate box:
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£
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Preliminary
Proxy Statement
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£
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Confidential,
For Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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T
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Definitive
Proxy Statement
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£
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Definitive
Additional Materials
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£
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Soliciting
Material under Rule14a-12
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AMES
NATIONAL CORPORATION
(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):
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T
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No
fee required.
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£
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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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£
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Fee
paid previously with preliminary
materials.
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£
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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.
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(1)
Amount Previously Paid:
(2) Form,
Schedule or Registration Statement No.:
(3)
Filing Party:
(4) Date
Filed:
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March 19,
2009
Dear
Shareholder:
You are
invited to attend the 2009 Annual Meeting of Shareholders of Ames National
Corporation to be held on Wednesday, April 29, 2009 at Reiman Gardens, 1407
University Boulevard, Ames, Iowa. Registration begins at 4:00 p.m.
with the Annual Meeting to commence at 4:30 p.m. Enclosed are the Notice of
Annual Meeting of Shareholders, Proxy Statement, Proxy Card and 2008 Annual
Report to Shareholders.
The Board
of Directors of the Company consists of twelve (12) directors, four (4) of whose
terms of service will expire at the Annual Meeting. The four
individuals whose terms are expiring have been nominated by the Board of
Directors to stand for re-election to a three year term. Management
will also report on the operations and activities of the Company with an
opportunity for shareholders to ask questions.
Your vote
is important regardless of the number of shares you own. Whether or
not you plan to attend the Annual Meeting, the Board of Directors encourages you
to mark, sign, date and return your Proxy Card as soon as possible in the
enclosed postage-paid envelope. If you prefer, you can submit your
proxy via the Internet by following the instructions on the Proxy
Card. Returning the Proxy Card or submitting your proxy via the
Internet will not prevent you from voting in person at the Annual Meeting, but
will assure that your vote is counted if you are unable to attend.
On behalf
of the Boards of Directors, officers and staff of Ames National Corporation,
Boone Bank & Trust Co., First National Bank, Randall-Story State Bank, State
Bank & Trust Co. and United Bank & Trust NA, we thank you for your
continued support and look forward to visiting with you at the Annual
Meeting.
Sincerely,
/s/
Daniel L. Krieger
Daniel L.
Krieger
Chairman
5th &
Burnett • PO Box 846 • Ames, IA 50010
Tel
515.232.6251 • Fax 515.663.3033
AMES
NATIONAL CORPORATION
405
Fifth Street
Ames,
Iowa 50010
NOTICE
OF ANNUAL MEETING OF SHAREHOLDERS
April
29, 2009
NOTICE IS
HEREBY GIVEN that the Annual Meeting of Shareholders of Ames National
Corporation, an Iowa corporation (the “Company”), will be held on Wednesday,
April 29, 2009 at 4:30 p.m., local time, at Reiman Gardens, 1407 University
Boulevard, Ames, Iowa, and at any adjournment or postponement thereof (the
“Meeting”), for the following purposes:
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1.
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To
elect four members of the Board of
Directors.
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2.
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To
consider such other business as may properly be brought before the
Meeting.
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The Board
of Directors has fixed the close of business on March 17, 2009 as the record
date for the determination of those shareholders entitled to notice of and to
vote at the Meeting. Accordingly, only shareholders of record at the
close of business on that date will be entitled to vote at the
Meeting.
Important
Notice Regarding Availability of
Proxy
Materials for the Meeting to be held on April 29, 2009
Under new
rules issued by the Securities and Exchange Commission, the Company is providing
access to the proxy materials for the Meeting both by sending you this full set
of proxy materials, including the proxy card, and by notifying you of the
availability of the proxy materials on the Company’s website on the
Internet. The Proxy Statement and the Annual Report to Shareholders
are available at www.amesnational.com.
TO
ENSURE YOUR REPRESENTATION AT THE MEETING, THE BOARD OF DIRECTORS REQUESTS THAT
YOU MARK, SIGN, DATE AND RETURN THE ACCOMPANYING PROXY CARD IN THE ENCLOSED
ENVELOPE OR, IN THE ALTERNATIVE, SUBMIT YOUR PROXY VIA THE INTERNET BY FOLLOWING
THE INSTRUCTIONS SET FORTH ON THE PROXY
CARD. YOUR PROXY MAY BE REVOKED AT ANY TIME BEFORE IT IS
EXERCISED AND, IF YOU ARE ABLE TO ATTEND THE MEETING AND WISH TO VOTE YOUR
SHARES IN PERSON, YOU MAY REVOKE YOUR PROXY AND DO SO.
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By
Order of the Board of Directors
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/s/ John P. Nelson
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March
19, 2009
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John
P. Nelson
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Ames,
Iowa
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Vice
President and Secretary
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AMES
NATIONAL CORPORATION
405
Fifth Street
Ames,
Iowa 50010
PROXY
STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
To
Be Held on April 29, 2009
This
Proxy Statement is furnished to the shareholders of Ames National Corporation,
an Iowa corporation, (the “Company”), in connection with the solicitation of
proxies by the Board of Directors of the Company (the “Board”) for use at the
Annual Meeting of Shareholders to be held on Wednesday, April 29, 2009, at 4:30
p.m., local time, at Reiman Gardens, 1407 University Boulevard, Ames, Iowa, and
at any adjournment or postponement thereof (the “Meeting”). This
Proxy Statement and the enclosed proxy card are first being sent to the
shareholders of the Company entitled thereto on or about March 19,
2009.
GENERAL
INFORMATION ABOUT THE MEETING AND VOTING
Why
did I receive these materials from the Company?
The Board
is soliciting your proxy to vote at the Meeting because you were a shareholder
of record of the Company at the close of business on March 17, 2009 (the “Record
Date”), and are entitled to vote at the Meeting. You are invited to
attend the Meeting and are requested to vote your shares for the election of
directors to the Board.
What
is included in these materials?
The
materials sent to you by the Company include (i) this Proxy Statement containing
information about the Meeting, (ii) the 2008 Annual Report to Shareholders,
which includes the Company’s audited consolidated financial statements, and
(iii) a proxy card which can be completed and returned to the Company by mail to
vote your shares.
What
information is contained in this Proxy Statement?
The
information included in this Proxy Statement relates to the election of
directors at the Meeting, the voting process, the compensation of directors and
executive officers and certain other required information.
1
What
am I being requested to vote on at the Meeting?
The
election of four directors to the Board for a three-year term. The
nominees are Robert L. Cramer, Steven D. Forth, James R. Larson II and Warren R.
Madden, each of whom is currently serving as a director of the Company and is
standing for re-election to the Board.
What
are my choices when voting?
In the
election of directors, your vote may be cast “FOR” each of the nominees or your
vote may be “VOTE WITHHELD” with respect to one or more of the
nominees.
Does
the Board have a recommendation for voting?
The Board
recommends that you vote your shares “FOR” each of the persons nominated for
election to the Board.
What
is the quorum requirement for the Meeting?
A
majority of the outstanding shares entitled to vote, present at the Meeting in
person or represented by proxy, constitutes a quorum for the
Meeting. On the Record Date, there were 9,432,915 shares of the
Company’s common stock (the “Common Stock”) outstanding, all of which will be
entitled to vote at the Meeting.
What
shares can I vote?
You are
entitled to cast one vote for each share of Common Stock that you owned on the
Record Date. These include shares that are held directly in your name
as a shareholder of record and shares held for you as a beneficial owner through
a stockbroker, bank or other nominee or in your account in the Company 401(k)
Profit Sharing Plan.
What
is the difference between holding shares as a shareholder of record and as a
beneficial owner?
Many
shareholders of the Company hold their shares through a stockbroker, bank or
other nominee rather than directly in their own name. As described
below, there are some differences between shares held of record and shares that
are beneficially owned when determining how to vote your shares at the
Meeting.
Shareholder
of Record
If your
shares are registered directly in your name with the Company’s transfer agent,
you are considered, with respect to those shares, to be the shareholder of
record and these proxy materials are being sent to you directly by the
Company. As the shareholder of record, you have the right to vote in
person at the Meeting or to grant your voting proxy directly to the persons
named in the proxy card (who will vote your shares on your behalf at the
Meeting). You can vote your shares by proxy by completing and
returning the proxy card included with these materials or by submitting your
proxy via the Internet as described below under “How can I vote my shares without
attending the Meeting?”.
2
Beneficial
Owner
If your
shares are held in a stock brokerage account or by a bank or other nominee, you
are considered to be the beneficial owner of shares held in “street name”, and
these proxy materials are being forwarded to you by your stockbroker, bank or
nominee who is considered, with respect to those shares, to be the shareholder
of record. As the beneficial owner, you have the right to direct your
stockbroker, bank or nominee on how to vote your shares at the
Meeting. As beneficial owner, you are also invited to attend the
Meeting. However, since you are not the shareholder of record, you
may not vote your shares in person at the Meeting. Your stockbroker,
bank or nominee has enclosed a voting instruction card for you to use in
directing them how to vote your shares and you should complete and return that
card as directed by your stockbroker, bank or nominee.
How
can I vote my shares in person at the Meeting?
Shares
held directly in your name as the shareholder of record may be voted in person
at the Meeting. Even if you plan to attend the Meeting, the Company
recommends that you vote your shares in advance as described below so that your
vote will be counted if you later decide not to attend the
Meeting. Shares held in “street name” - of which you are the
beneficial owner - may be voted in person by you only if you obtain a signed
proxy from the stockbroker, bank or nominee that is the shareholder record
giving you the right to vote the shares at the Meeting.
How
can I obtain directions to attend the Meeting in person?
You may
obtain directions to Reiman Gardens in Ames, Iowa where the Meeting will be held
by contacting Lori Hill at (515) 663-3059.
How
can I vote my shares without attending the Meeting?
You can
vote shares (of which you are the record holder) without attending the Meeting
by submitting your proxy through either of the following methods:
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By
mail – complete, sign and date the proxy card and return it to the Company
in the enclosed postage prepaid
envelope.
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By
Internet – follow the instructions on the proxy card to submit your proxy
via the Internet. The instructions require that you enter a
unique voter control number (found on the proxy card) that is designed to
verify that you have authorized the submission of your proxy via the
Internet. Submission of a proxy via the Internet authorizes the
named proxies to vote your shares to the same extent as if you marked,
signed and submitted a proxy card by
mail.
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3
If your
proxy is submitted by mail or via the Internet (and your proxy is not later
revoked), your shares will be voted in accordance with your instructions as
indicated in the proxy. If, however, you do not indicate the manner
in which your shares should be voted in your proxy, your shares will be voted
“FOR” election of the nominees for directors named in this Proxy
Statement.
Can
I revoke my proxy or change my vote?
You may
revoke your proxy or change your voting instructions at any time prior to the
vote at the Meeting. Your proxy may be revoked through any of the
following methods:
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By
sending a written revocation of your proxy to the attention of the
Secretary of the Company at the Company’s principal executive office
located at P.O. Box 846, 405 Fifth Street, Ames, IA 50010,
Attn: Secretary;
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By
submitting to the Company by mail a signed proxy card bearing a later
date;
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By
submitting a new proxy via the Internet;
or
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By
attending the Meeting in person, requesting that your proxy be withdrawn
and voting your shares in person. Attendance at the Meeting
without voting in person, however, will not serve as a revocation of a
proxy.
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What
is the voting requirement to elect the directors?
The four
nominees receiving the greatest number of votes “FOR” their election will be
elected to the Board, regardless of whether any individual nominee receives
votes from a majority of the votes cast at the Meeting.
What
is the effect of “broker non-votes”?
If your
shares are held in “street name” and you have not directed your stockbroker,
bank or nominee as to how your shares should be voted, and such stockbroker,
bank or nominee does not otherwise have discretionary authority to vote your
shares (a “broker non-vote”), your shares will be considered to be present for
purposes of determining whether a quorum is present, but will not be counted as
votes cast at the Meeting and will not affect the outcome of the vote on the
election of directors.
Who
will count the votes?
The Board
has appointed an inspector of election who will be responsible for tabulating
the votes by proxy, counting the votes cast in person at the Meeting and
announcing the results of voting at the Meeting.
4
Who
will pay the expenses of soliciting proxies for the Meeting and how will proxies
be solicited?
The
Company will pay all expenses associated with soliciting proxies for the
Meeting. In addition to sending these proxy materials by mail,
proxies may be solicited by officers, directors and regular employees of the
Company, without extra compensation, by telephone, facsimile, personal contact
or electronic means. To assist the Company in limiting its expenses
in connection with the Meeting, you are requested to promptly to return a signed
proxy card by mail or submit your proxy via the Internet, even if you plan to
attend the Meeting.
INFORMATION
CONCERNING NOMINEES
FOR
ELECTION AS DIRECTORS
The Board
of the Company currently consists of twelve (12) directors. The Board
is divided into three (3) classes, consisting of four (4) directors in each
class, for the purpose of electing and defining the terms of service of the
directors. Directors are elected to serve three (3) year terms, with
one-third (1/3) of the directors being elected on an annual
basis. The terms of four (4) directors will expire at the Meeting and
the Board has nominated each of those directors to stand for re-election for a
term expiring at the annual meeting of shareholders to be held in
2012.
Each
Director elected at the Meeting will serve until his or her successor is elected
and qualified, or until his or her earlier death, resignation or
removal. The Board has no reason to believe that any nominee named in
this Proxy Statement will be unable to serve as a director, if
elected. However, in case any nominee should become unavailable for
election, the proxy will be voted for such substitute, if any, as the Board may
designate.
Set forth
on pages 5 and 6 are the names of the four persons nominated by the
Board for election as directors at the Meeting, along with certain other
information concerning such persons. All of the nominees are
currently serving as directors of the Company and are standing for re-election
to the Board.
Nominees
for Three Year-Terms Expiring in 2012
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Robert
L. Cramer
Age
68
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Mr.
Cramer has served as a director of the Company since 2003. He retired in
2006 after being employed as President of Fareway Stores, Inc., a
privately owned company operating grocery stores in Iowa, Illinois and
Nebraska. He has served on the board of directors of
Boone Bank & Trust Co. since 1999.
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Steven
D. Forth
Age
58
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Mr.
Forth has served as a director of the Company since 2007. He
owns and operates a large row crop farm in western Story County,
Iowa. He has served on the board of directors of Randall-Story
State Bank since 1999.
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5
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James
R. Larson II
Age
57
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Mr.
Larson has served as a director of the Company since 2000. He
is President of Larson Development Corporation, a real estate development
and property management company located in Ames,
Iowa. Mr. Larson was elected to the Ames City Council in
the fall of 2006. He retired in 2004 from ACI Mechanical, Inc.,
a commercial and industrial mechanical contracting and engineering company
of which he served as President. He has served on the board of
directors of First National Bank since 1994.
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Warren
R. Madden
Age
69
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Mr.
Madden has served as a director of the Company since 2003. He
is employed as Vice President of Business and Finance at Iowa State
University, a major land grant university located in Ames, Iowa with an
enrollment of over 24,000 students. He was elected to the board
of directors of First National Bank in
2008.
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The
Board recommends a vote FOR the election of each of the foregoing nominees to
the Board.
INFORMATION
CONCERNING DIRECTORS
OTHER
THAN NOMINEES
Set forth
below is certain information with respect to directors of the Company who will
continue to serve subsequent to the Meeting and who are not nominees for
election at the Meeting.
Directors
Whose Terms will Expire in 2010
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Daniel
L. Krieger
Age
72
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Mr.
Krieger has served as a director of the Company since 1978. He
served as President of the Company from 1997 through 2006 and was named
Chairman in 2003. He served as President of First National Bank
from 1984 through 1999. He also serves as a director of First
National Bank and Chairman of the Board of Boone Bank & Trust
Co.
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Larry
A. Raymon
Age
65
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Mr.
Raymon has served as a director of the Company since 2007. He
is owner and Chief Executive Officer of Raymon Enterprises, Inc., an air
distribution equipment business located in Albion, Iowa. He has
served on the board of directors of United Bank & Trust, N.A. since
2002.
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6
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Frederick
C. Samuelson
Age
65
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Mr.
Samuelson has served as a director of the Company since 2004. He has been
employed since 1971 as President and owner of James Michael &
Associates, Inc., a general retail business located in Nevada,
Iowa. He also holds management and ownership positions in
several other retail businesses with operations located in Iowa, Missouri
and Wisconsin. He has served on the board of directors of State
Bank & Trust Co. since 1993.
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Marvin
J. Walter
Age
68
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Mr.
Walter has served as a director of the Company since 1978. He
is the President of Dayton Road Development Corporation, a real estate
development business located in Ames, Iowa. He has served on
the board of directors of First National Bank since
1978.
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Directors
Whose Terms will Expire in 2011
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Betty
A. Baudler Horras
Age
55
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Ms.
Baudler Horras has served as a director of the Company since
2000. She is the President of Baudler Enterprises, Inc., a sign
business located in Ames, Iowa and the former owner and General Manager of
radio stations KASI and KCCQ located in Ames, Iowa and KIKD located in
Carroll, Iowa. She has served on the board of directors of
First National Bank since 1991.
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Douglas
C. Gustafson, DVM
Age
65
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Dr.
Gustafson has served as a director of the Company since
1999. He is a practicing veterinarian and was formerly a
partner in Boone Veterinary Hospital located in Boone, Iowa. He
has served on the board of directors of Boone Bank & Trust Co. since
1993.
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Charles
D. Jons, MD
Age
67
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Dr.
Jons has served as a director of the Company since 1996. He
retired in 1999 after a 20 year medical practice with McFarland Clinic in
Ames, Iowa and is currently a self-employed health care
consultant. He has served on the board of directors of First
National Bank since 1991.
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Thomas
H. Pohlman
Age
58
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Mr.
Pohlman has served as a director of the Company since 2007. He
was named President and Chief Executive Officer of the Company in
2007. He served as President of First National Bank from 2000
until 2008 when he was named Chairman of the Board. He also
serves as Chairman of the Board of State Bank and Trust Co. and as
Chairman of the Board of United Bank & Trust,
N.A.
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7
None of
the nominees or directors serve as a director of another company whose
securities are registered under the Securities Exchange Act of 1934 or a company
registered under the Investment Company Act of 1940. There are no
family relationships among the Company’s directors, nominees for director and
executive officers.
INFORMATION
CONCERNING THE BOARD OF DIRECTORS
Director
Independence
The
Common Stock is listed and traded on the NASDAQ Capital Market. The
corporate governance rules of the NASDAQ Capital Market require that a majority
of the Board consist of directors who are "independent" of the
Company. The Board has determined that each of the directors and
nominees for director qualify as "independent" under the NASDAQ standards for
determining independence, with the exception of Mr. Krieger and Mr. Pohlman who
do not qualify as independent directors given their employment relationship with
the Company.
Meetings
The Board
holds regular quarterly meetings and held four such meetings during
2008. The Board also held two special meetings during the
year. During 2008, each director of the Company attended at least 75%
of all meetings of the Board and meetings of committees to which such director
was appointed.
Board
Committees
The Board
has established an Audit Committee, a Compensation Committee and a Nominating
Committee as standing committees of the Board. Additional information
is set forth below concerning each of the committees and the directors serving
thereon.
Audit
Committee
The Audit
Committee is responsible for review of the Company’s auditing, accounting,
financial reporting and internal control functions and for the appointment,
compensation and oversight of the Company’s independent
accountants. In addition, the Audit Committee is responsible for
monitoring the quality of the Company’s accounting principles and financial
reporting as well as the independence of the Company’s independent accountants.
The Audit Committee is also required to preapprove any audit or permissible
non-audit services to be provided by the independent accountants and to review
and approve any transaction constituting a “related party transaction” under
rules adopted by the Securities and Exchange Commission. The Board has adopted a
written charter for the Audit Committee, a copy of which may be accessed on the
Company’s website at www.amesnational.com. A
report of the Audit Committee appears in this Proxy Statement. During
2008, the Audit Committee consisted of Mr. Walter, who acted as chairperson, Ms.
Baudler Horras, Mr. Cramer and Mr. Madden, each of whom qualified as an
independent director. Mr. Madden has been designated by the Board to
serve in the capacity as the “financial expert” for the Audit
Committee. The Audit Committee met on five occasions during
2008.
8
Compensation
Committee
The
Compensation Committee determines and makes recommendations to the Board on all
elements of compensation for the executive officers of the Company and certain
executive officers of the Company's subsidiary banks (the
"Banks"). The Compensation Committee also assists the Board in
establishing fees to be paid to the directors of the Company and in determining
appropriate employee benefit programs to be provided to eligible employees of
the Company and the Banks. The Board has adopted a written charter
for the Compensation Committee, a copy of which can be accessed on the Company’s
website at www.amesnational.com. A
report of the Compensation Committee appears in this Proxy
Statement. During 2008, the Compensation Committee consisted of Mr.
Larson, who acted as chairperson, Dr. Gustafson, Dr. Jons and Mr. Raymon, each
of whom qualified as an independent director. The Compensation
Committee met on three occasions during 2008.
Nominating
Committee
The
Nominating Committee is responsible for evaluating and recommending to the Board
the names of nominees for election as directors. The Nominating
Committee also reviews and recommends to the Board the desired characteristics
of the composition of the Board, including: the number of directors, age,
experience and other appropriate attributes. The Board has adopted a
written charter for the Nominating Committee, a copy of which may be accessed on
the Company’s website at www.amesnational.com. During
2008, the Nominating Committee consisted of Dr. Gustafson, who acted as
chairperson, Dr. Jons, Mr. Samuelson, Mr. Forth and Mr. Walter, each of whom
qualified as an independent director. The Nominating Committee met
once during 2008.
Nomination
of Directors
The
Nominating Committee evaluates and recommends to the Board the names of nominees
for election as directors. The Nominating Committee will consider, as
part of its nomination process, any nominee submitted by a shareholder of the
Company, provided such shareholder has complied with the procedure set forth in
the Company’s bylaws (the “Bylaws”) for the submission of
nominees. In order to submit the name of a nominee, a shareholder
must provide written notice of such nominee, accompanied by other information
concerning the nominee as specified in Section 3.1(c) of the Bylaws, to the
Secretary of the Company no less than 120 days prior to the first anniversary of
the date of the proxy statement distributed by the Company in connection with
the prior year’s annual meeting of shareholders. A nomination with
respect to the election of directors at the annual meeting of shareholders to be
held in 2010 would need to be submitted no later than November 19,
2009. A copy of the relevant provisions of the Bylaws pertaining to
nominations may be obtained by contacting the Secretary of the Company or by
accessing the Bylaws on the Company’s website at www.amesnational.com. A
shareholder who has complied with the procedure for submitting the name of a
nominee may nominate such individual at an annual meeting notwithstanding that
such individual has not been nominated for election by the Board.
9
On an
annual basis, the Board compiles a list of candidates for submission to the
Nominating Committee for its evaluation. As noted above, the list of
candidates will include any person nominated by a shareholder in compliance with
the nomination procedures set forth in the Bylaws. The Nominating
Committee may also identify and evaluate any other person that may come to the
attention of the Nominating Committee as a candidate for
nomination. The Nominating Committee evaluates each candidate
utilizing the minimum qualifications specified in the Nominating Committee
Charter and taking into account any other information deemed by the Nominating
Committee to be relevant to the evaluation process. The evaluation
process for director and shareholder-nominated candidates is applied on a
uniform basis. The Nominating Committee may, to the extent it deems
appropriate, contact other directors not serving on the Nominating Committee,
directors and officers of the Banks and any shareholder nominating an
individual, to ensure the necessary information is obtained to properly evaluate
the desirability of each candidate. Upon completion of the evaluation
process, the Nominating Committee will make its recommendations to the Board
based upon the desired composition of the Board, review of minimum
qualifications and other information deemed by the Nominating Committee to be
relevant and the readily ascertainable strengths and weaknesses of each
candidate.
The
Nominating Committee Charter identifies the following minimum qualifications
under which a candidate will be evaluated: (i) the ability to
understand financial affairs and complexities of business organizations; (ii)
business experience and community involvement in the market areas in
which the Banks conduct their business; (iii) although not required, the prior
experience of a candidate as a director of one of the Banks; (iv) reputation for
high moral and ethical business standards that will add to the stature of the
Board; and (v) compliance with the requirements of the Company’s age limitation
policies. The age limitation policy provides that a newly nominated
director must be under age 60 (unless the nominee also serves as an executive
officer of the Company or a Bank or as a director of a Bank) and that a current
director will be eligible for re-election only if such director will not be more
than 75 years of age at the end of the term for which the director would be
re-elected.
With
respect to the nominees for election as directors at the Meeting, Mr. Cramer,
Mr. Forth, Mr. Larson and Mr. Madden currently serve as directors of the Company
and are standing for re-election.
Shareholder
Communications
The Board
has adopted a process whereby a shareholder may direct written communications to
the Board. A shareholder desiring to communicate with the Board may
send a written communication addressed to the Board and directed, if by e-mail,
to info@amesnational.com
with Attention: “Board of Directors” in the subject line or, if sent by regular
mail, addressed to Ames National Corporation, P.O. Box 846, 405 Fifth Street,
Ames, Iowa 50010, Attention: Board of Directors. Upon receipt of a
written communication from a shareholder addressed to the Board in a manner
described above, the communication will be reviewed by the Chairman of the
Company and the Chairman of the Audit Committee for purposes of determining
whether the communication raises an issue of appropriate concern to the
Board. Communications raising issues of appropriate concern will be
forwarded to each member of the Board for consideration by the Board as a
whole. All written communications directed to the Board and submitted
in the manner prescribed by the process will, regardless of whether such
communication is ultimately submitted to the Board, receive a written response
from the Chairman of the Company.
10
Director
Attendance at Annual Meetings
The Board
has adopted a policy providing that each member of the Board shall use his or
her reasonable efforts to attend each annual meeting of shareholders of the
Company, giving appropriate consideration to the business and travel schedule of
the director. Each person who was serving as a director of the
Company at the time of the annual meeting of shareholders in 2008 attended such
meeting.
Director
Compensation for 2008
Compensation
paid to the directors of the Company is determined on an annual basis by the
Board upon recommendation of the Compensation Committee. Each year,
Mr. Krieger, in his capacity as Chairman of the Company, and Mr. Pohlman, in his
capacity as President of the Company, develops recommendations to the
Compensation Committee with respect to fees to be paid to directors of the
Company for attendance at meetings of the Board and of committees of the Board
and fees to be paid to members of the boards of directors of the Banks for board
and committee meetings. These recommendations are provided to the
Compensation Committee which, in turn, reviews and makes its recommendation to
the Board with respect to director fees to be paid for the year.
The
following table provides information concerning all compensation paid to the
directors during 2008 for services as a member of the Board and, to the extent
applicable, for services as a member of the board of directors of one of the
Banks.
|
Name
|
Fees
Earned or Paid in Cash(1)
($)
|
|||
|
Betty A. Baudler Horras
|
$ | 16,810 | ||
|
Robert L. Cramer
|
$ | 13,310 | ||
|
Steven D. Forth
|
$ | 10,535 | ||
|
Douglas C. Gustafson, DVM
|
$ | 12,650 | ||
|
Charles D. Jons, MD
|
$ | 16,800 | ||
|
Daniel L. Krieger
|
None
|
|||
|
James R. Larson II
|
$ | 17,870 | ||
|
Warren R. Madden
|
$ | 12,300 | ||
|
Thomas H. Pohlman
|
None
|
|||
|
Larry A. Raymon
|
$ | 11,960 | ||
|
Frederick C. Samuelson
|
$ | 12,250 | ||
|
Marvin J. Walter
|
$ | 19,390 | ||
11
Note:
|
(1)
|
Consists
of cash payments of director fees determined as follows: (i)
$1,100 for each regular and special meeting of the Board of the Company
attended by a director during 2008; and (ii) $340 for members and $440 for
the committee chair for each meeting of a committee of the Board attended
by a director during 2008. In addition, ten (10) directors also
received cash payments of director fees for service as a member of the
board of directors of one of the Banks determined as
follows: (i) fees ranging from $310 to $645 for Bank board
meetings attended by a director during 2008; and (ii) fees ranging from
$150 to $415 for meetings of Bank board committees attended by a director
during 2008. No other form of compensation was paid to any
director during 2008.
|
SECURITY
OWNERSHIP OF MANAGEMENT AND
CERTAIN BENEFICIAL
OWNERS
Directors
and Named Executive Officers
The
following table sets forth the shares of Common Stock beneficially owned as of
February 27, 2009 by each director of the Company, by each executive officer of
the Company or the Banks named in the Summary Compensation Table included herein
(the “named executive officers”) and by all directors and executive officers
(including the named executive officers) as a group.
|
Name
|
Shares
Beneficially
Owned (1)(2)
|
Percent
of Total
Shares Outstanding
|
||||||
|
Betty
A. Baudler Horras
|
19,780 | * | ||||||
|
Scott
T. Bauer
|
3,921 | * | ||||||
|
Robert
L. Cramer(3)
|
16,155 | * | ||||||
|
Steven
D. Forth
|
2,520 | * | ||||||
|
Douglas
C. Gustafson, DVM (4)
|
43,745 | * | ||||||
|
Charles
D. Jons, MD (5)
|
25,725 | * | ||||||
|
Daniel
L. Krieger (6)
|
865,378 | 9.17 | % | |||||
|
James
R. Larson II(7)
|
20,465 | * | ||||||
|
Warren
R. Madden(8)
|
1,440 | * | ||||||
|
John
P. Nelson (9)
(10)
|
2,552 | * | ||||||
|
Thomas
H. Pohlman(10))(11)
|
702,698 | 7.45 | % | |||||
|
Larry
A. Raymon(12)
|
4,300 | * | ||||||
|
Frederick
C. Samuelson(13)
|
13,986 | * | ||||||
|
Marvin
J. Walter (14)
|
33,888 | * | ||||||
|
Terrill
L. Wycoff (15)
|
122,634 | 1.30 | % | |||||
|
Directors
and Executive
|
||||||||
|
Officers
as a Group
(16)
|
1,307,276 | 13.86 | % |
12
____________________________________
Notes:
|
*
|
Indicates
ownership of less than 1% of outstanding
shares.
|
|
(1)
|
Shares
"beneficially owned" include shares owned by or for, among others, the
spouse and/or minor children of the named individual and any other
relative who has the same home as such individual, as well as other shares
with respect to which the named individual has sole investment or voting
power or shares investment or voting power. Beneficial
ownership may be disclaimed as to certain of the
shares.
|
|
(2)
|
Except
as otherwise indicated in the following notes, each named individual owns
his or her shares directly and has sole investment and voting power with
respect to such shares.
|
|
(3)
|
Includes
2,580 shares held in an individual retirement account for the benefit of
his spouse over which he has shared investment and voting
power.
|
|
(4)
|
Includes
7,500 shares held in his spouse’s name over which he has shared investment
and voting power.
|
|
(5)
|
Consists
of shares held in the name of Charles D. Jons and Carolyn L. Jons,
Trustees (and their successors) of the Charles and Carolyn Jons Trust
u/t/a dated July 8, 1997 over which he has shared investment and voting
power.
|
|
(6)
|
Includes
110,500 shares held in the name of the Daniel L. Krieger 2000 Revocable
Trust dated March 21, 2000, Daniel L. Krieger and Sharon J. Krieger
Trustees and 62,000 shares held in the name of the Sharon J. Krieger 2000
Revocable Trust dated March 21, 2000, Daniel L. Krieger and Sharon J.
Krieger Trustees over which he has shared investment and voting
power. Also includes 30,946 shares held by the Ames National
Corporation 401(k) Plan (the “Company 401(k) Plan”) for the benefit of Mr.
Krieger over which he has sole investment power in his personal capacity
and shares over which Mr. Krieger has shared investment and/or voting
power in his capacity as trust officer of First National Bank, which acts
as trustee of the Company 401(k) Plan and for various trust clients, as
follows:
|
|
Shares
Held By:
|
Investment
Power
|
Voting
Power
|
||
|
Company
401(k) Plan
|
30,946
(sole)
|
131,715
(shared)
|
||
|
Various
First National Bank Trust Clients
|
146,231 (shared)
|
561,163
(shared)
|
||
|
Total
Shares
|
177,177
|
692,878
|
Mr.
Krieger disclaims any pecuniary interest in shares reported in the preceding
table, with the exception of 30,946 shares held by the Company 401(k) Plan for
his benefit over which he has sole investment power in his personal capacity and
shared voting power in his capacity as trust officer. Beneficial
ownership of shares over which Mr. Krieger has shared investment and/or voting
power in his capacity as a trust officer have also been reported below under the
holdings of Mr. Pohlman who also acts as a trust officer for First National
Bank.
13
|
(7)
|
Includes
8,000 shares held in the name of James R. & Teresa B. Larson Revocable
Trust dated November 28, 1990, James R. & Teresa B. Larson Trustees
over which he has shared investment and voting
power.
|
|
(8)
|
Includes
240 shares held in the name of the Warren R. Madden Revocable Trust dated
December 10, 1996, Warren R. Madden and Beverly S. Madden, Trustees and
1,200 shares held in the name of the Beverly S. Madden Revocable Trust
dated December 10, 1996, Warren R. Madden and Beverly S. Madden, Trustees,
over which he has shared investment and voting
power.
|
|
(9)
|
Includes
602 shares held by the Company 401(k) Plan for the benefit of Mr. Nelson
over which Mr. Nelson has investment power but not voting
power.
|
|
(10)
|
Consists
of, or includes, shares held jointly with his spouse over which he has
shared investment and voting power.
|
|
(11)
|
Includes
1,535 shares held by the Company 401(k) Plan for the benefit of Mr.
Pohlman over which Mr. Pohlman has sole investment power in his personal
capacity and shares over which Mr. Pohlman has shared investment and/or
voting power in his capacity as trust officer of First National Bank,
which acts as trustee of the Company 401(k) Plan and for various trust
clients, as follows:
|
|
Shares
Held By:
|
Investment
Power
|
Voting
Power
|
||
|
Company
401(k) Plan
|
1,535
(sole)
|
131,715
(shared)
|
||
|
Various
First National Bank Trust Clients
|
146,231
(shared)
|
561,163
(shared)
|
||
|
Total
Shares
|
147,766
|
692,878
|
Mr.
Pohlman disclaims any pecuniary interest in shares reported in the preceding
table, with the exception of 1,535 shares held by the Company 401(k) Plan for
his benefit over which he has sole investment power in his personal capacity and
shared voting power in his capacity as trust officer. Beneficial
ownership of shares over which Mr. Pohlman has shared investment and/or voting
power in his capacity as a trust officer have also been reported above under the
holdings of Mr. Krieger who also acts as a trust officer for First National
Bank.
|
(12)
|
Consists
of 1,300 shares held jointly with his spouse over which he has shared
investment and voting power and 3,000 shares held by Raymon Enterprises,
Inc. over which he has shared investment and voting
power.
|
|
(13)
|
Includes
4,125 shares held in an individual retirement account for the benefit of
his spouse over which he has shared investment and voting
power.
|
|
(14)
|
Consists
of 19,890 shares held in the name of the Marvin J. Walter Revocable Trust
dated January 12, 2005, Marvin J. Walter and Janice G. Walter, Trustees;
240 shares held in the name of the Janice G. Walter Revocable Trust dated
January 12, 2005, Marvin J. Walter and Janice G. Walter, Trustees over
which he has shared investment and voting power; and 13,758 shares held in
the name of the W&G 401(k) Plan for the benefit of Marvin J. Walter,
who serves as trustee and has sole investment and voting power over those
shares.
|
|
(15)
|
Includes
36,254 shares held in his spouse’s name over which he has shared
investment and voting power and 15,382 shares held by the Company 401(k)
Plan for the benefit of Mr. Wycoff over which Mr. Wycoff has investment
power but not voting power.
|
|
(16)
|
Includes,
in addition to shares owned by the directors and named executive officers,
a total of 25,749 shares owned by five other executive officers of the
Company or the Banks for whom disclosure of individual share ownership is
not required, including 10,133 shares held by the Company’s 401 (k) Plan
for their benefit over which they have investment power but not voting
power. An additional 95,218 shares owned by a trust
client of State Bank & Trust Co. are also included in this total, as
one of the executive officers exercises shared investment and voting power
in his capacity as trust officer of State Bank & Trust Co. which
serves as trustee of the trust.
|
14
Other
Beneficial Owners
The
following table sets forth certain information on each person who is known to
the Company to be the beneficial owner as of February 27, 2009 of more than five
percent of the Common Stock.
|
Name and Address
|
Shares
Beneficially Owned
|
Percent
of Total Shares
Outstanding
|
||||||
|
George
B. Coover (1)
2533
Coral Brooke Drive
Sierra
Vista, AZ 85650
|
631,000 | 6.69 | % | |||||
|
Charlotte
H. Stafford (2)
9701
Meyer Forest Drive, Apt. 12202
Houston,
TX 77096-4324
|
452,872 | 4.80 | % | |||||
|
Robert
W. Stafford (3)
P.O.
Box 846
Ames,
Iowa 50010
|
923,085 | 9.79 | % | |||||
____________________________________
Notes:
|
(1)
|
Consists
of 475,000 shares held in the name of George B. Coover in his capacity as
trustee of the Coover Family Trust – Trust A u/t/a 4/22/75 and 156,000
shares held in the name of Mr. Coover in his capacity as trustee of the
Coover Family Trust – Trust B u/t/a 4/22/75. Mr. Coover is the
brother-in-law of Robert W.
Stafford.
|
|
(2)
|
Consists
of 34,140 shares held in the name of Charlotte H. Stafford in her
individual capacity, 144,000 shares held in the name of the Richard C.
Stafford Family Trust U/W of Richard C. Stafford, Robert W. Stafford and
Charlotte H. Stafford as Co-Trustees and 274,732 shares held in the name
of the Charlotte H. Stafford Trust U/W of Richard C. Stafford, Robert W.
Stafford and Charlotte H. Stafford as Co-Trustees. Ms. Stafford
holds shared investment and voting power with respect to the shares owned
by the two trusts. Ms. Stafford is the sister-in-law of Robert
W. Stafford. Beneficial ownership of the shares owned by the
two trusts has also been reported under the holdings of Robert W.
Stafford, although Mr. Stafford disclaims any pecuniary interest in such
shares.
|
|
(3)
|
Includes
246,692 shares held in his spouse’s name, 144,000 shares held in the name
of the Richard C. Stafford Family Trust U/W of Richard C. Stafford, Robert
W. Stafford and Charlotte H. Stafford, Co-Trustees and 274,732 shares held
in the name of the Charlotte H. Stafford Trust U/W of Richard C. Stafford,
Robert W. Stafford and Charlotte H. Stafford, Co-Trustees. Richard C.
Stafford is Robert W. Stafford’s deceased brother and Robert W. Stafford
is the brother-in-law of Charlotte H. Stafford. Mr. Stafford has shared
investment and voting power with respect to the foregoing shares, but
disclaims any pecuniary interest in the shares held in the two
trusts.
|
15
Section
16(a) Beneficial Ownership Reporting Compliance
Section
16(a) of the Securities Exchange Act of 1934, as amended, requires the directors
and executive officers of the Company and the holders of more than ten percent
of the Common Stock to file with the Securities and Exchange Commission reports
regarding their ownership and changes in ownership of the Common
Stock. The Company believes that during 2008 its directors, executive
officers and ten percent shareholders complied with all Section 16(a) filing
requirements with the exception of the following: (i) one Form 4 reporting one
transaction involving the acquisition of shares by director James R. Larson, II
was filed late; and (ii) one Form 4 reporting one transaction involving the sale
of shares by director Terrill L. Wycoff was filed late. In making the
foregoing statements, the Company has relied upon an examination of the copies
of Forms 3 and 4 provided to the Company and on the written representations of
its directors and executive officers.
EXECUTIVE
COMPENSATION
Compensation
Discussion and Analysis
The
following discussion describes the material elements of the compensation program
as endorsed by the Board and the process followed in determining the
compensation provided during 2008 to the executive officers identified in the
following Summary Compensation Table. For purposes of this
discussion, the executive officers consist of Daniel L. Krieger, Thomas H.
Pohlman and John P. Nelson who are employed by the Company (each, a "Company
Executive"), and Scott T. Bauer and Terrill L. Wycoff who are employed by one of
the Banks (each, a "Bank Executive" and, together with the Company Executives,
the "Executive Officers"). Decisions regarding compensation of the
Executive Officers are made by the Board upon recommendation of the Compensation
Committee of the Board (the "Compensation Committee") and, in the case of the
Bank Executives, upon the additional recommendation of the board of directors of
the Bank by which a Bank Executive is employed. The Company and the
Banks all endorse the same compensation program and follow the same process in
setting the compensation of their respective Executive
Officers. Accordingly, the following description of the compensation
program and process as endorsed and followed by the Compensation Committee and
the Board is equally applicable to compensation decisions made both for the
Company Executives and the Bank Executives.
Objectives
of Compensation Program
The
executive compensation program is administered under the terms of the Management
Incentive Compensation Plan (the "MIC Plan") which covers the Company's
executive management team and the executive management team in place at each
Bank. The MIC Plan has been designed to provide a fair and
competitive compensation package that will enable the Company to compete for and
retain talented executives who will enhance the Company's ability to continue
its history of steady growth and financial stability. As the business
activities of the Company are conducted entirely within the State of Iowa, the
Board believes that the level of compensation paid to the Executive Officers
must be competitive within the Iowa banking industry and, more particularly,
within a peer group of Iowa banking institutions that are similar in size and
located in communities of similar populations as the Banks. The MIC
Plan also seeks to encourage superior performance through incentive compensation
consisting of: (i) the deferral of payment of a designated portion of
each Executive Officer's salary until earned by performance ("deferred salary");
and (ii) the opportunity to earn additional incentive compensation based on
performance ("performance awards"). Both deferred salary and
performance awards are dependent upon actual performance as compared to a
performance target that is established for each Bank through use of an
industry-accepted profitability ratio. Bank Executives are eligible
to earn deferred salary and receive performance awards based on the performance
of the Bank by which each of them is employed, while the Company Executives are
eligible to earn deferred salary and receive performance awards based on the
performance of all the Banks, with each Bank being viewed on an individual basis
for purposes of determining its performance. This approach permits a
Bank Executive, whose Bank performs favorably compared to its performance
target, to receive incentive compensation even though the performance of another
Bank may have fallen short of its target, thus resulting in a reduction in
compensation for its management team. The sub-standard performance of
one or more of the Banks would, however, negatively impact the incentive
compensation received by a Company Executive. This result follows from the
Board's philosophy that a Bank Executive should receive incentive compensation
based solely upon the performance of the Bank for which that Bank Executive is
responsible, while the Company Executives, being responsible for the ultimate
oversight and management of all the Banks, should receive incentive compensation
based upon the performance of all of the Banks.
16
The
executive compensation program as administered through the MIC Plan is designed
to reward both individual performance and the collective performance of the
executive management team of a Bank or the Company, as
applicable. The MIC Plan rewards individual performance primarily
through the salary that is established for each Executive Officer, as the
evaluation of individual performance is a significant factor taken into account
in establishing salary. The MIC Plan rewards collective performance
through the deferred salary and performance award components of the program,
both of which are dependent upon the efforts of the Executive Officer, working
together with his management team, to achieve actual performance which compares
favorably with the performance target for an individual Bank or, in the case of
the Company Executives, the performance target for each of the
Banks.
Components
of the Compensation Program
The
executive compensation program, as administered through the MIC Plan, consists
of total salary (with total salary being divided between base salary and
deferred salary) and performance awards. Deferred salary and
performance awards are considered to be forms of incentive compensation as they
are dependent upon performance. The components of the MIC Plan are
described in greater detail as follows:
|
|
·
|
Base
salary - this is the portion of total salary that is not contingent upon
performance. Base salary is paid to the Executive Officer in
twenty six equal bi-weekly
installments.
|
|
|
·
|
Deferred
salary - this is the portion of total salary that is contingent, in that
it is "deferred" until earned through performance by a Bank in the case of
a Bank Executive and performance by all the Banks in the case of a Company
Executive. The right to receive deferred salary is reviewed on
a semi-annual basis (based on performance during the previous two calendar
quarters) and, if earned, is paid on June 15 and December 15 of each
year. If the review indicates that the performance target has
been achieved for the semi-annual period, the Executive Officer will
receive all of the deferred salary for which he was eligible during the
period. If, on the other hand, the review indicates that the
performance target was not satisfied, the amount of deferred salary to be
paid will be reduced in accordance with a formula contained in the MIC
Plan and could be forfeited entirely in the event actual performance
trails targeted performance by an amount which results in an elimination
of the deferred salary for the period. Any deferred salary not
earned during the particular semi-annual period for which it was
established will be forfeited and not carried over to the following
period. The deferred salary component can, in essence, be
viewed as placing a portion of total salary "at risk" in that the
Executive Officer must work with his management team to achieve a level of
performance that is adequate, based on the performance target, to earn all
deferred salary for which he is
eligible.
|
17
|
|
·
|
Performance
awards - performance awards are additional incentive compensation that an
Executive Officer is eligible to earn (over and above deferred salary)
upon exceeding the performance target for a Bank in the case of a Bank
Executive or, in the case of a Company Executive, exceeding the
performance targets of one or more of the Banks. The right to
receive a performance award is also reviewed on a semi-annual basis (based
on performance during the previous two calendar quarters) and, if earned,
is paid on June 15 and December 15 of each year. If the review
determines that actual performance has exceeded the performance target
(which is established at the same level as used for purposes of
determining entitlement to deferred salary), the Executive Officer will
receive a performance award, the amount of which is calculated in
accordance with a formula contained in the MIC Plan and is dependent upon
the amount by which actual performance has exceeded targeted
performance. As with deferred salary, any performance award not
earned during the particular semi-annual period for which it was
established will be forfeited and not carried over to the following
period.
|
An
additional element of the Company's compensation program, not encompassed within
the MIC Plan, is participation by the Executive Officers in the Ames National
Corporation 401(k) Profit Sharing Plan (the "Company 401(k) Plan"), which is a
defined contribution plan in which all employees of the Company and the Banks
are eligible to participate after meeting minimum eligibility
requirements.
Compensation
Policy
The
Board's rationale in dividing executive compensation between base salary,
deferred salary and performance awards as encompassed within the MIC Plan is
that an Executive Officer should be assured of receiving a fair base salary that
is reflective of the Executive Officer's individual performance, tenure and
responsibilities within the organization, while at the same time being eligible
to receive incentive compensation in the form of deferred salary and performance
awards that are contingent upon the ability of the Executive Officer, in working
together with his management team, to achieve the applicable performance
targets. As described in greater detail below, eligibility to receive
deferred salary is contingent upon satisfaction of performance targets which, in
the judgment of the Board, represent an acceptable level of profitability for
the particular Bank, based on historical earnings and industry profitability
ratios. In essence, the right to receive all deferred salary for
which an Executive Officer is eligible in a given year is contingent upon the
Bank achieving an acceptable level of profitability. In contrast,
eligibility to receive performance awards is conditioned upon achievement of
profitability levels that exceed those levels that have been determined by the
Board to be acceptable for the particular Bank, thus entitling the Executive
Officer to receive additional incentive compensation in the form of performance
awards. Taken together, deferred salary can be viewed as a reward for
achieving acceptable performance (and, conversely, a penalty for failing to
achieve acceptable performance), while performance awards can be viewed as a
reward for achieving performance that is beyond what would be deemed to be
acceptable for the particular Bank. By structuring the compensation
package in this manner, the Board believes that an Executive Officer is provided
with a powerful incentive to achieve results that are not only acceptable, thus
earning deferred salary, but results that are better than expected, thus earning
additional performance awards.
18
Compensation
Process and Decisions
In determining compensation on an
annual basis, the Board, based on recommendation of the Compensation Committee,
must establish the parameters required under the terms of the MIC Plan to
implement the three components of executive compensation discussed
above. These parameters consist of: (i) performance
criteria for each Bank which are used to determine entitlement to deferred
salary and performance awards; (ii) an allocation percentage for each Executive
Officer which is also used in determining entitlement to deferred salary and
performance awards; and (iii) total salary for each Executive Officer which, as
noted above, is divided between base salary and deferred salary. The
following is a description of the process by which these parameters are
established and the manner in which the three components of compensation under
the MIC Plan interact in determining compensation for the Executive
Officers:
|
|
·
|
Performance
criteria - performance criteria are established by the Compensation
Committee for each Bank to define the performance target (also known as
the "earnings threshold"), as well as a performance "floor" and a
performance "cap". Each of these criteria is defined by
reference to an appropriate "return on assets” ratio selected by the
Compensation Committee. The return on assets ratio is an
industry-accepted measure of profitability for which substantial
information is available (through the Federal Deposit Insurance
Corporation (“FDIC”) in the form of Uniform Bank Performance Reports) to
enable the Compensation Committee to evaluate the profitability of the
Banks as compared to other financial institutions of similar size and
characteristics. The performance target is defined by selecting
a specific return on assets target that the Compensation Committee views
as representing an acceptable level of Bank profitability, such that the
Executive Officer will receive all deferred salary to which he was
entitled and, in addition, become eligible to receive performance awards
based on the amount by which actual performance exceeds the performance
target. In establishing the performance target, the
Compensation Committee reviews and relies primarily on historical earnings
of the Bank and on national and state peer group return on asset ratios of
financial institutions of similar size and characteristics as reported by
the FDIC. Although the MIC Plan provides that the Banks are
generally expected to achieve profitability results above the peer group
average, the MIC Plan does not include specific methodology for
establishing the performance target (or the margin by which the target
should exceed the peer group average) and, ultimately, selection of the
appropriate target is a subjective decision of the Compensation
Committee. The MIC Plan also requires the Compensation
Committee to establish a performance "floor" and a "cap", both of which
are also expressed in terms of specific return on asset
ratios. Generally, the "floor" and the "cap" are established at
equal intervals under and over the performance target selected for each
Bank. The "floor" represents a level of profitability that is
sufficiently below the performance target that the Executive Officer
should not be entitled to receive any portion of his deferred salary for
the year. The "cap", on the other hand, establishes an upper
limit on the receipt of additional compensation in the form of performance
awards in situations in which the level of Bank profitability has exceeded
the performance target.
|
19
Prior to
2008, the Compensation Committee established performance criteria for each of
the Banks on an annual basis, with that criteria then being used to determine
entitlement to deferred salary and performance awards for both of the
semi-annual evaluation periods during the year. Commencing in 2008,
however, the Compensation Committee elected to review and establish performance
criteria for each semi-annual evaluation period. This change in
approach reflected a determination by the Compensation Committee that, given the
declining economic conditions experienced in 2008, it was appropriate to
establish performance criteria based on the most recent two quarters of peer
group financial information as reported to the FDIC in lieu of establishing such
criteria on an annual basis with the risk that the peer group information
underlying such determination could become stale and no longer reflective of
industry results. To that end, the Compensation Committee
recommended, and the Board approved, the following performance criteria for the
first and second semi-annual evaluation periods during 2008 (with such criteria
being expressed in terms of designated “return on assets” earnings
ratios):
|
Floor
|
Target
|
Cap
|
||||||||||
|
First
6 Months of 2008
|
0.66 | % | 1.06 | % | 1.46 | % | ||||||
|
Second
6 Months of 2008
|
0.61 | % | 1.01 | % | 1.41 | % | ||||||
The
performance criteria established for 2008 represented a decrease from the
performance criteria as established for 2007 (and as in effect during previous
years) when the target was established at 1.3% for First National Bank and 1.2%
for the other Banks. The effect of this decrease in the performance
criteria, particularly with respect to the performance target, was that the
Banks were required to achieve a lower level of profitability in 2008 in order
for the Executive Officers to earn their deferred salary and become eligible for
additional performance awards. The reduction in performance criteria
reflected, in part, a reduction in the profitability ratios of the Banks’ peer
groups and, in part, a determination by the Compensation Committee that the
margin over average peer group profitability ratios should be reduced in light
of the challenging economic environment during 2008.
20
Entitlement
to deferred salary and performance awards in 2008 was determined by comparing
the earnings of each Bank against the performance target. The
earnings of each Bank were based on net income of the Bank as determined in
accordance with generally accepted accounting principles (“GAAP”), subject to
the following adjustments: (i) a deduction from net income for a
management fee allocated to each Bank for management services provided by the
Company, which allocation was generally based on the “average assets” of each
Bank; and (ii) an addition to net income for the loan loss provision of each
Bank (to reverse the effect of the loan loss provision deducted in calculating
net income on a GAAP basis) and a deduction in the amount of the net charge-offs
for the loan portfolio of each Bank
|
|
·
|
Allocation
percentage - an allocation percentage for each Executive Officer is
determined by the Compensation Committee for purposes of dividing the
"performance award pool" between the executive management team of each
Bank and, in the case of the Company Executives, the "performance award
pool" of the Company. The performance award pool provides the
source for payment of performance awards to an executive management team
when the profitability of a Bank has exceeded its performance target, thus
resulting in the right to receive performance awards. The
performance award pool is an amount equal to 10% of the amount by which
the actual earnings exceed the performance target. Each member
of the management team is assigned an allocation percentage which, in
turn, defines the portion of the performance award pool to which the
executive will be entitled as a performance award. Allocation
percentages are generally determined on the basis of the level of
responsibility within the Bank, with higher allocation percentages being
awarded to the president of a Bank and lower allocation percentages being
awarded to lower-level executive officers. Allocation
percentages may remain static over time, but may be altered as a result of
additions or departures to or from the executive management
team.
|
|
|
·
|
Total
salary - total salary (consisting of base salary and deferred salary) of
an Executive Officer is established on an annual basis by the Board upon
recommendation of the Compensation Committee. In establishing
total salary, the Compensation Committee reviews individual performance,
Bank performance in the case of a Bank Executive and Company performance
(including performance of all the Banks) in the case of a Company
Executive (primarily in terms of profitability ratios) as compared to peer
groups both on a national and state basis. Also reviewed is a
compensation survey prepared by the Iowa Bankers Association providing
state-wide peer group compensation data by position for similarly-sized
institutions and for institutions located in communities with similar
populations. No specific weight is accorded to the various
factors considered, and the total salary established is ultimately a
subjective decision of the Board based upon recommendation of the
Compensation Committee. The Compensation Committee does not
maintain any policy or practice with respect to the level within the range
of peer group salaries at which an Executive Officer will be
compensated. Although the allocation of total salary between
base salary and deferred salary is accomplished through use of a formula
outlined in the MIC Plan, the Compensation Committee takes the proposed
allocation into account when establishing total salary. Under
the MIC Plan, deferred salary is determined according to a formula based
on the average assets of the particular Bank (as calculated for the two
quarters ended September 30 of the year prior to the year for which
compensation is being determined). The formula provides that
deferred salary will be an amount equal to $250 for each $1 million of
average assets of the Bank multiplied by the allocation percentage
assigned to the Executive Officer. By way of example, if the
average assets of a Bank for the previous two quarters was $350 million
and the Executive Officer's allocation percentage was 20%, the portion of
that Executive Officer's total salary that would be deferred would be
equal to $250 x 350 x .20 or
$17,500.
|
21
Under the
MIC Plan, the entitlement to deferred salary and performance awards are reviewed
and determined on a semi-annual basis, with such review comparing the actual
performance during the two prior calendar quarters against the performance
target established under the MIC Plan. The first semi-annual review
occurs in May of each year and is based upon results for the fourth quarter of
the previous year and the first quarter of the current year. A second
semi-annual review occurs in November of each year and is based on results
during the second and third quarters of the current year. If the
review determines that actual performance is below the target, the Executive
Officer will receive only a portion of the deferred salary (or no deferred
salary at all if actual performance is below the "floor") and no performance
award. The reduction in deferred salary is determined by multiplying
the Executive Officer's assigned allocation percentage times 10% of the
shortfall between the performance target and actual performance for the two
quarters. If the review determines that actual performance has
exceeded the target, the Executive Officer will receive all deferred salary to
which he was eligible. In addition, the Executive Officer will
receive his allocation percentage of the performance award pool established
under the MIC Plan, with such pool being an amount equal to 10% of the amount by
which the actual performance exceeded the performance target for the two
quarters, subject to the "cap" established by the Compensation Committee over
and above which additional performance awards will not be earned.
The
determination of whether an Executive Officer is entitled to deferred salary and
performance award varies depends on whether the Executive Officer is a Bank
Executive or a Company Executive. For Bank Executives, deferred
salary and performance awards are determined solely with respect to the actual
performance of the Bank by which the Bank Executive is employed based on a
comparison of actual performance to the performance target as described
above. In the case of a Company Executive, however, the performance
of each Bank is analyzed on an individual basis and the Company Executive will
earn or forfeit deferred salary and become entitled to additional performance
awards based on a comparison of the actual performance of each Bank to its
target performance. Under this approach, a Company Executive could
forfeit a portion of his deferred salary and earn no performance award with
respect to the performance of one Bank, while earning all deferred salary and
additional performance awards based on the performance of another
Bank.
22
Participation
in Company 401(k) Plan
Each
Executive Officer also receives contributions to the Company 401(k) Plan. Under
the Company 401(k) Plan, an Executive Officer, along with all other eligible
employees of the Company and the Banks, may defer up to $15,500 of total
compensation on an annual basis and receive a matching contribution from the
Company or applicable Bank in an amount of up to 2% of total compensation
(subject to a cap of $230,000 on total compensation). An additional
contribution of 5% of total compensation (which is subject to the same cap but a
different vesting schedule than the 2% contribution) is made by the Company or
applicable Bank to the account of each Executive Officer, as well as to the
accounts of all other eligible employees of the Company and the
Banks. In addition, the Company, or individual Banks, may make a
discretionary contribution to the Company 401(k) Plan which historically has
been based on profitability of the Company and/or the Bank for the
year. Such contribution, if made, is allocated among all eligible
employees, including the Executive Officer, on a pro rata basis relative to
total compensation. All contributions are subject to certain ceilings
established by applicable law.
Compensation
Committee Procedures for 2008
The
Compensation Committee is authorized under its charter to review, determine and
recommend to the Board the compensation to be paid to those members of the
executive management teams of the Company and the Banks who are covered by the
MIC Plan (including the Executive Officers). In particular, the
Compensation Committee is authorized to review, determine and recommend to the
Board those members of the executive management teams that will be covered by
the MIC Plan and the various parameters required under the terms of the MIC Plan
to establish compensation for each covered executive, including performance
criteria for each Bank (which are used to determine entitlement to deferred
salary and performance awards), an allocation percentage for each covered
executive and total salary for each covered executive (and the allocation
thereof between base salary and deferred salary). Apart from the
involvement of certain executive officers in the compensation process for 2008
as described below, the Compensation Committee did not delegate its
responsibilities to other persons. The Compensation Committee did, however,
receive and review the recommendations of the boards of directors of the Banks
with respect to members of the executive management teams of the Banks covered
by the MIC Plan. All decisions of the Compensation Committee were
subject to ultimate approval by the Board.
Mr.
Pohlman and Mr. Krieger, in their capacities as President and Chairman of the
Company, respectively, had a significant role in the executive compensation
process for each executive covered by the MIC Plan during 2008. With
respect to the executive management team of each Bank, Mr. Pohlman or Mr.
Krieger worked with the president of each Bank to formulate a recommendation for
compensation of each member of the bank executive management team who was
covered by the MIC Plan. This recommendation was made to the
compensation committee of the board of directors of each Bank by which the
executives were employed. The recommendation was reviewed by the Bank
compensation committee and its recommendation was, in turn, forwarded to the
board of directors of the Bank. Mr. Pohlman, Mr. Krieger or Mr.
Nelson attended meetings of both the Bank compensation committee and the Bank
board of directors and presented the recommendations and acted as a resource in
addressing the manner in which the recommendations were
developed. With respect to members of the executive management team
of the Company covered by the MIC Plan, Mr. Pohlman and Mr. Krieger also made a
recommendation to the Compensation Committee with respect to the various
components of the compensation decisions for the executives and Mr. Krieger made
a recommendation with respect to the compensation of Mr. Pohlman. The
Compensation Committee then took the recommendations for the Bank Executives
received from the board of directors of each Bank, and the recommendations for
the Company Executives, and reached decisions with respect to the compensation
for each Bank Executive and Company Executive. Mr. Pohlman’s and Mr.
Krieger’s compensation was also determined by the Compensation Committee,
although neither of them was involved in making any recommendation as to his own
compensation. Mr. Pohlman and Mr. Nelson were also involved in
supervising the process by which the compensation materials, consisting of peer
group compensation surveys, performance information for similarly-situated
financial institutions and related materials were prepared for use by the
compensation committee and board of directors of each Bank and by the
Compensation Committee and Board in reviewing and approving all compensation
decisions for members of the executive management teams covered by the MIC
Plan.
23
Summary
Compensation Table for 2008
The
following table sets forth information concerning all forms of compensation paid
to or earned by the following Executive Officers during 2008, 2007 and
2006: (i) Thomas H. Pohlman in his capacity as principal executive
officer of the Company; (ii) John P. Nelson in his capacity as principal
financial officer of the Company; and (iv) Daniel L. Krieger, Scott T. Bauer and
Terrill L. Wycoff in their capacities as the three most highly compensated
executive officers other than the principal executive officer and principal
financial officer.
|
Name
and Principal Position
|
Year
|
Salary1
($)
|
Non-Equity
Incentive Plan Compensation2
($)
|
All
Other Compensation3
($)
|
Total4
($)
|
|||||||||||||
|
Daniel
L. Krieger
|
2008
|
$ | 107,160 | $ | 33,851 | $ | 12,718 | $ | 153,729 | |||||||||
|
Chairman
of the Company
|
2007
|
$ | 156,180 | $ | 45,395 | $ | 19,188 | $ | 220,763 | |||||||||
|
2006
|
$ | 208,240 | $ | 52,806 | $ | 20,152 | $ | 281,198 | ||||||||||
|
Thomas
H. Pohlman
|
2008
|
$ | 165,000 | $ | 56,417 | $ | 19,990 | $ | 241,407 | |||||||||
|
President
of the Company
|
2007
|
$ | 158,250 | $ | 50,439 | $ | 19,865 | $ | 228,554 | |||||||||
|
(Principal
Executive Officer)
|
2006
|
$ | 158,200 | $ | 37,496 | $ | 19,591 | $ | 215,287 | |||||||||
|
John
P. Nelson
|
2008
|
$ | 100,500 | $ | 33,851 | $ | 12,120 | $ | 146,471 | |||||||||
|
Vice
President & Secretary of the Company
|
2007
|
$ | 96,600 | $ | 30,264 | $ | 12,076 | $ | 138,940 | |||||||||
|
(Principal
Financial Officer)
|
2006
|
$ | 93,000 | $ | 26,404 | $ | 10,937 | $ | 130,341 | |||||||||
|
Scott
T. Bauer
|
2008
|
$ | 124,800 | $ | 24,907 | $ | 12,448 | $ | 162,155 | |||||||||
|
President
of First National Bank
|
2007
|
$ | 115,152 | $ | 29,902 | $ | 14,930 | $ | 159,984 | |||||||||
|
2006
|
$ | 79,200 | $ | 21,273 | $ | 10,058 | $ | 110,531 | ||||||||||
|
Terrill
L. Wycoff
|
2008
|
$ | 147,840 | $ | 29,888 | $ | 14,779 | $ | 192,507 | |||||||||
|
Executive
VP of First National Bank
|
2007
|
$ | 145,105 | $ | 38,429 | $ | 18,892 | $ | 202,426 | |||||||||
|
2006
|
$ | 140,100 | $ | 31,910 | $ | 17,220 | $ | 189,230 | ||||||||||
24
Notes:
|
1
|
Amounts
reported in this column represent the base salary paid to each Executive
Officer during 2008, 2007 and 2006.
|
|
2
|
Amounts
reported in this column represent the total amount of incentive
compensation paid to each Executive Officer during 2008, 2007 and 2006,
consisting of deferred salary and, if applicable, performance awards, as
follows:
|
(a)
During 2008, Mr. Krieger earned deferred salary of $17,470 and performance
awards of $16,380 for total incentive compensation of $33,851; Mr. Pohlman
earned deferred salary of $29,117 and performance awards of $27,300 for total
incentive compensation of $56,417; Mr. Nelson earned deferred salary of $17,470
and performance awards of $16,380 for total incentive compensation of $33,851;
Mr. Bauer earned deferred salary of $13,603 and performance awards of $11,304
for total incentive compensation of $24,907; and Mr. Wycoff earned deferred
salary of $16,323 and performance awards of $13,565 for total incentive
compensation of $29,888.
(b)
During 2007, Mr. Krieger earned deferred salary of $32,193 and performance
awards of $13,202 for total incentive compensation of $45,395; Mr. Pohlman
earned deferred salary of $35,771 and performance awards of $14,668 for total
incentive compensation of $50,439; Mr. Nelson earned deferred salary of $21,462
and performance awards of $8,802 for total incentive compensation of $30,264;
Mr. Bauer earned deferred salary of $21,466 and performance awards of $8,436 for
total incentive compensation of $29,902; and Mr. Wycoff earned deferred salary
of $28,305 and performance awards of $10,124 for total incentive compensation of
$38,429.
(c)
During 2006, Mr. Krieger earned deferred salary of $39,001 and performance
awards of $13,805 for total incentive compensation of $52,806; Mr. Pohlman
earned deferred salary of $29,295 and performance awards of $8,201 for total
incentive compensation of $37,496; Mr. Nelson earned deferred salary of $19,501
and performance awards of $6,903 for total incentive compensation of $26,404;
Mr. Bauer earned deferred salary of $16,587 and performance awards of $4,686 for
total incentive compensation of $21,273; and Mr. Wycoff earned deferred salary
of $24,880 and performance awards of $7,030 for total incentive compensation of
$31,910.
|
3
|
Amounts
reported in this column represent employer contributions by the Bank, in
the case of a Bank Executive, and by the Company, in the case of a Company
Executive, to the Company 401(k) Plan in which each of the Executive
Officers participated during 2008, 2007 and
2006.
|
|
4
|
Amounts
reported in this column consist of total compensation paid to each
Executive Officer during 2008, 2007 and 2006, calculated by adding the
figures appearing in the Salary column, the Non-Equity Incentive Plan
Compensation column and the All Other Compensation column for each
Executive Officer.
|
Grants
of Plan-Based Awards Table for 2008
The
following table sets forth information concerning the incentive compensation
potentially available to the Executive Officers under the MIC Plan during 2008
in the form of deferred salary and performance awards. The notes
following the table indicate the amounts of deferred salary and performance
awards that were actually earned by each Executive Officer during
2008.
25
|
Estimated
Payouts Under Non-Equity Incentive Plan Awards
|
||||||||
|
Name
|
Target
1
($)
|
Maximum
2
($)
|
||||||
|
Daniel
L. Krieger
|
$ | 26,982 | $ | 44,448 | ||||
|
Thomas
H. Pohlman
|
$ | 44,970 | $ | 74,079 | ||||
|
John
P. Nelson
|
$ | 26,982 | $ | 44,448 | ||||
|
Scott
T. Bauer
|
$ | 27,205 | $ | 44,857 | ||||
|
Terrill
L. Wycoff
|
$ | 32,646 | $ | 53,828 | ||||
Notes:
|
1
|
Amounts
reported in this column represent the deferred salary available to each
Executive Officer for 2008 based upon actual performance of the Bank by
which a Bank Executive is employed or, in the case of a Company Executive,
based on actual performance of each of the Banks. A Bank
Executive would earn all of the deferred salary reported in this column in
the event the actual performance of the Bank by which he is employed met
its performance target for 2008. A Company Executive would earn
all of the deferred salary reported in this column if the actual
performance of each of the Banks met their respective performance targets
for 2008. In the event a Bank did not meet its performance
target during 2008, the amount of deferred salary earned by the Executive
Officer was reduced based on a formula contained in the MIC
Plan. For 2008, Mr. Krieger earned $17,470 of his available
deferred salary; Mr. Pohlman earned $29,117 of his available deferred
salary, Mr. Nelson earned $17,470 of his available deferred salary; Mr.
Bauer earned $13,603 of his available deferred salary; and Mr. Wycoff
earned $16,323 of his available deferred
salary.
|
|
2.
|
Amounts
reported in this column represent the maximum amount of performance awards
available to each Executive Officer for 2008 based on the actual
performance of the Bank by which a Bank Executive is employed or, in the
case of a Company Executive, based on the actual performance of each of
the Banks. This amount is in addition to the amount of deferred
salary available to each Executive Officer as shown under the “Target”
column of the table. The amount of performance awards earned by
each Executive Officer is determined by a formula contained in the MIC
Plan that is primarily dependent upon the amount by which actual
performance exceeds targeted performance for 2008, subject to a “cap”
establishing a maximum award as reported in the table. For
2008, Mr. Krieger earned performance awards of $16,380; Mr. Pohlman earned
performance awards of $27,300; Mr. Nelson earned performance awards of
$16,380; Mr. Bauer earned performance awards of $11,304; and Mr. Wycoff
earned performance awards of
$13,565.
|
Compensation
Committee Report
The
Compensation Committee has reviewed the disclosures contained in the
Compensation Discussion and Analysis and has discussed those disclosures with
management of the Company. Based on its review and discussions with
management, the Compensation Committee has recommended to the Board that the
Compensation and Discussion and Analysis be included in this Proxy Statement and
in the Annual Report on Form 10-K to be filed by the Company with the Securities
and Exchange Commission.
26
The
undersigned members of the Compensation Committee have submitted this
report.
|
James
R. Larson II, Chair
|
|
|
Douglas
C. Gustafson, DVM
|
|
|
Charles
D. Jons, M.D.
|
|
|
Larry
A. Raymon
|
Compensation
Committee Interlocks and Insider Participation
There are
no members of the Compensation Committee who were officers or employees of the
Company or any of the Banks during 2008, who were previously officers or
employees of the Company or the Banks, or who had any relationship otherwise
requiring disclosure hereunder.
LOANS
TO DIRECTORS AND EXECUTIVE OFFICERS
AND
RELATED PARTY TRANSACTIONS
Certain
directors, nominees for director and executive officers of the Company, their
associates or members of their families, were customers of, and have had
transactions with, the Banks from time to time in the ordinary course of
business, and additional transactions may be expected to take place in the
ordinary course of business in the future. All loans and commitments
included in such transactions have been made on substantially the same terms,
including interest rates and collateral, as those prevailing at the time for
comparable transactions with other persons. In the opinion of
management of the Company, such loan transactions do not involve more than the
normal risk of collectability or present other unfavorable
features.
The Audit
Committee is responsible for reviewing and approving any transaction involving
the Company or a Bank which constitutes a “related party transaction” under
rules adopted by the Securities and Exchange Commission, except that any loan
made by any of the Banks in the ordinary course of business which would
otherwise constitute a related party transaction is not subject to Audit
Committee review if the loan is made on substantially the same terms, including
interest rates and collateral, as those prevailing at the time for comparable
transactions with non-related parties and the loan otherwise meets the
requirements of Regulation O of the Federal Reserve System. Approval
of a transaction constituting a related party transaction requires a
determination by the Audit Committee that the transaction is “fair and
reasonable” to the Company or the Bank involved in the
transaction. The requirement for review and approval of related party
transactions is set forth in the Audit Committee Charter.
REPORT
OF THE AUDIT COMMITTEE
The Audit
Committee assists the Board in carrying out its oversight responsibilities for
the Company’s financial reporting process, audit process and internal
controls. The Audit Committee also reviews the audited financial
statements and recommends to the Board whether the financial statements should
be included in the Company’s Annual Report on Form 10-K filed with the
Securities and Exchange Commission. The Audit Committee is comprised
solely of independent directors.
27
The Audit
Committee has reviewed and discussed the Company’s audited financial statements
for the year ended December 31, 2008 with management and Clifton Gunderson LLP,
the Company’s independent auditors. The Audit Committee has also
discussed with Clifton Gunderson LLP the matters required to be discussed by
Statement of Auditing Standard 114. The Audit Committee has also
received and reviewed the written disclosures and the letter from Clifton
Gunderson LLP required by the applicable standards of the Public Company
Accounting Oversight Board regarding the independent accountant’s communications
with the Audit Committee concerning independence, and has discussed with Clifton
Gunderson LLP its independence with respect to the Company. Based on
the review and discussions with management and Clifton Gunderson LLP, the Audit
Committee has recommended to the Board that the audited financial statements be
included in the Company’s Annual Report on Form 10-K for the year ending
December 31, 2008 to be filed with the Securities and Exchange
Commission.
The
undersigned members of the Audit Committee have submitted this
report.
|
Marvin
J. Walter, Chair
|
|
|
Betty
A. Baudler Horras
|
|
|
Robert
L. Cramer
|
|
|
Warren
R. Madden
|
RELATIONSHIP
WITH REGISTERED PUBLIC ACCOUNTING FIRM
Clifton
Gunderson LLP, Certified Public Accountants, provided accounting and auditing
services to the Company during the year ended December 31, 2008 and has been
selected by the Audit Committee to provide accounting and auditing services to
the Company for the year ending December 31, 2009. A representative
of Clifton Gunderson LLP is expected to be present at the
Meeting. This representative will have the opportunity to make a
statement at the Meeting and is expected to be available to respond to
appropriate questions from shareholders.
The
following table presents principal accountant fees for services rendered by
Clifton Gunderson LLP for the years ended December 31, 2008 and
2007.
|
2008
|
2007
|
|||||||
|
Audit
Fees(1)
|
$ | 137,200 | $ | 131,600 | ||||
|
Audit-Related
Fees(2)
|
13,000 | 13,200 | ||||||
|
Tax
Fees (3)
|
14,500 | 13,500 | ||||||
|
All
Other Fees (4)
|
5,410 | 450 | ||||||
|
Total
|
$ | 170,110 | $ | 158,750 | ||||
28
____________________________________
Notes:
|
|
(1)
|
Audit
fees consist of fees for professional services provided for the audit of
the Company’s annual financial statements, review of the Company’s
quarterly financial reports on Form 10-Q and the audit of the Company’s
internal control over financial
reporting.
|
|
(2)
|
Audit-related
fees consist of fees for an audit of financial statements of the Company
401(k) Plan.
|
|
(3)
|
Tax
fees consist of fees for tax consultation and tax compliance services for
the Company and its employee benefit
plans.
|
|
(4)
|
All
other fees consist of fees for consultation costs in conjunction with Iowa
state sales tax changes and investment entity
analysis.
|
The Audit
Committee pre-approves all audit and permissible non-audit services provided by
the independent auditors. The non-audit services include
audit-related services, tax services and other services. The Audit
Committee’s policy is to pre-approve all services and fees for up to one year,
which approval includes the appropriate detail with regard to each particular
service and its related fees. In addition, the Audit Committee can be
convened on a case-by-case basis to pre-approve any services not anticipated or
services whose costs exceed the previously pre-approved amounts.
PROPOSALS
BY SHAREHOLDERS
In order
for any proposals of shareholders pursuant to the procedures prescribed in Rule
14a-8 under the Securities Exchange Act of 1934, as amended, to be presented as
an item of business at the annual meeting of shareholders to be held in 2010,
the proposal must be received at the Company’s principal executive offices no
later than November 19, 2009. Such proposals will need to comply with
the regulations of the Securities and Exchange Commission regarding the
inclusion of shareholder proposals in the Company’s proxy
materials. Any shareholder proposal submitted outside the procedures
prescribed in Rule 14a-8 shall be considered untimely under the Bylaws unless
received at the Company’s principal executive offices no later than November 19,
2009 and unless such proposal contains the information required by the
Bylaws. Proposals should be submitted to the Company at its principal
executive offices at P.O. Box 846, 405 Fifth Street, Ames, Iowa 50010,
Attention: Secretary. A copy of the Bylaws may be obtained
by contacting John P. Nelson, Vice President and Secretary, at the Company’s
principal executive offices or by accessing the Company’s website at
www.amesnational.com.
AVAILABILITY
OF FORM 10-K REPORT
Copies
of the Company’s Annual Report to the Securities and Exchange Commission (Form
10-K) including the financial statements and schedules thereto for the year
ended December 31, 2008, will be mailed when available without charge (except
for exhibits) to a holder of shares of the Common Stock upon written request
directed to John P. Nelson, Vice President and Secretary, Ames National
Corporation, P.O. Box 846, 405 Fifth Street, Ames, Iowa 50010.
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OTHER
MATTERS
Management
of the Company knows of no matters which will be presented for consideration at
the Meeting other than those stated in the Notice of Annual Meeting which is
part of this Proxy Statement, and management does not intend itself to present
any other business. If any other matters do properly come before the
Meeting, it is intended that the persons named in the accompanying proxy will
vote thereon in accordance with their judgment. The persons named in
the proxy will also have the power to vote for the adjournment of the Meeting
from time to time.
A copy of
the Annual Report to Shareholders for the year ended December 31, 2008 is mailed
to shareholders together with this Proxy Statement. Such report is
not incorporated in this Proxy Statement and is not to be considered a part of
the proxy soliciting material.
To reduce
expenses, the Company, in some cases, is delivering only one copy of this Proxy
Statement and the Annual Report to Shareholders to certain shareholders who
share an address, unless otherwise requested by one or more of the shareholders
at a particular address. A separate proxy card for each shareholder
is included in the voting materials. A shareholder who has received
only one set of voting materials may request separate copies of the voting
materials at no additional cost by contacting the Company at (515) 232-6251 or
by writing to Ames National Corporation, P.O. Box 846, 405 Fifth Street, Ames,
Iowa 50010, Attn: John P. Nelson, Vice President and Secretary. A
shareholder may also contact the Company at the above number or address in the
event a shareholder desires to receive separate voting materials for future
annual meetings or if shareholders who share an address desire to receive a
single copy of voting materials in lieu of the multiple copies they are now
receiving.
The
Report of the Compensation Committee and the Report of the Audit Committee
(including the reference to the independence of the Audit Committee members)
contained herein are not being filed with the Securities and Exchange Commission
and shall not be deemed incorporated by reference in any prior or future filings
made by the Company under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, except to the extent that the
Company specifically incorporates such information by reference.
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