SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for use of the Commission
[ X ] Definitive Proxy Statement Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Additional Materials
[ ] Soliciting Material pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
EMCLAIRE FINANCIAL CORP, INC.
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(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box): [X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11. (set forth the amount on which the filing fee
is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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EMCLAIRE FINANCIAL CORP.
EMLENTON, PENNSYLVANIA 16373
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO THE SHAREHOLDERS OF EMCLAIRE FINANCIAL CORP.:
Notice is hereby given that the Annual Meeting of Shareholders of Emclaire
Financial Corp. (the "Corporation") will be held at 7:00 p.m., prevailing time,
on Tuesday, May 21, 2002, at the Holiday Inn, I-80 and Route 68, Clarion, PA
16214, for the following purposes:
1. To elect three (3) Class B directors to serve for 3-year terms and until
their successors are duly elected and qualified;
2. To ratify the selection of Crowe, Chizek and Company LLP, Certified
Public Accountants, of Cleveland, Ohio as the independent auditors of the
Corporation for the fiscal year ending December 31, 2002; and
3. To transact such other business as may properly come before the Annual
Meeting and any adjournment or postponement thereof.
Only those shareholders of record at the close of business, at 5:00 p.m.,
on Monday, March 25, 2002, will be entitled to notice of and to vote at the
Annual Meeting.
A copy of the Corporation's Annual Report for the fiscal year ended
December 31, 2001, is being mailed with this notice.
You are urged to mark, sign, date and promptly return your proxy in the
enclosed envelope so that your shares may be voted in accordance with your
wishes and in order that the presence of a quorum may be assured. The prompt
return of your signed proxy, regardless of the number of shares you hold, will
aid the Corporation in reducing the expense of additional proxy solicitation.
The giving of such proxy does not affect your right to vote in person if you
attend the meeting.
By Order of the Board of Directors,
/s/ David L. Cox
------------------------
David L. Cox
Chairman, President and Chief Executive Officer
April 5, 2002
PROXY STATEMENT FOR THE ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD MAY 21, 2002
GENERAL
Introduction, Date, Place and Time of Meeting
This Proxy Statement is being furnished for the solicitation by the Board
of Directors of Emclaire Financial Corp. (the "Corporation"), a Pennsylvania
business corporation, of proxies to be voted at the Annual Meeting of
Shareholders of the Corporation ("Annual Meeting") to be held at the Holiday
Inn, I-80 and Route 68, Clarion, PA 16214, on Tuesday, May 21, 2002, at 7:00
p.m. prevailing time, or at any adjournment or postponement of the Annual
Meeting.
The main office of the Corporation is located at The Farmers National Bank
of Emlenton (the "Bank"), 612 Main Street, Emlenton, Pennsylvania 16373. The
telephone number for the Corporation is (724) 867-2311. All inquiries should be
directed to David L. Cox, President. This Proxy Statement and the enclosed form
of proxy (the "Proxy") are first being sent to shareholders of the Corporation
on April 5, 2002.
Solicitation
Shares represented by proxies on the accompanying Proxy, if properly signed
and returned, will be voted in accordance with the specifications made thereon
by the shareholders. Any Proxy not specifying to the contrary will be voted for
the election of the three (3) nominees for Class B Director named below and for
the approval of Crowe, Chizek and Company LLP, Certified Public Accountants as
the independent auditors for the fiscal year ending December 31, 2002. Execution
and return of the enclosed Proxy will not affect a shareholder's right to attend
the Annual Meeting and vote in person.
The cost of preparing, assembling, mailing and soliciting proxies will be
borne by the Corporation. In addition to the use of the mails, certain
directors, officers and employees of the Corporation intend to solicit proxies
personally, by telephone and by facsimile. Arrangements will be made with
brokerage houses and other custodians, nominees and fiduciaries to forward proxy
solicitation material to the beneficial owners of stock held of record by these
persons, and, upon request therefor, the Corporation will reimburse them for
their reasonable forwarding expenses.
Right of Revocation
A shareholder who returns a Proxy may revoke it at any time before it is
voted by: (1) delivering written notice of revocation to William C. Marsh,
Secretary/Treasurer, Emclaire Financial Corp., 612 Main Street, Post Office Box
D, Emlenton, Pennsylvania 16373, telephone: (724) 867-2311; (2) executing a
later-dated Proxy and giving written notice thereof to the Secretary of the
Corporation or (3) voting in person after giving written notice to the Secretary
of the Corporation.
Voting Securities and Quorum
At the close of business on March 25, 2002, (the "Voting Record Date") the
Corporation had outstanding 1,332,835 shares of common stock, $1.25 par value. A
majority of the outstanding shares in person or by proxy will constitute a
quorum at the Annual Meeting.
Only holders of common stock, of record, at the close of business on the
Voting Record Date will be entitled to notice of and to vote at the Annual
Meeting. On all matters to come before the Annual Meeting, each share of common
stock is entitled to one (1) vote.
1
As to the election of directors, the proxy being provided by the Board
enables a stockholder to vote for the election of the nominees proposed by the
Board, or to withhold authority to vote for one or more of the nominees being
proposed. Directors are elected by a plurality of votes of the shares present in
person or represented by proxy at a meeting and entitled to vote in the election
of directors.
As to the ratification of independent auditors and all other matters that
may properly come before the Meeting, by checking the appropriate box, a
stockholder may: vote "FOR" the item or vote "AGAINST" the item. Unless
otherwise required by law, all other matters shall be determined by a majority
of votes cast affirmatively or negatively without regard to Broker Non-Votes as
to that matter.
PRINCIPAL BENEFICIAL OWNERS OF THE CORPORATION'S STOCK
Principal Owners
Persons and groups owning in excess of 5% of the Common Stock are required
to file certain reports regarding such ownership pursuant to the Securities
Exchange Act of 1934, as amended (the "1934 Act"). The following table sets
forth, as of the Voting Record Date, persons or groups who own more than 5% of
the Common Stock and the ownership of all executive officers, and directors of
the Corporation as a group. Other than as noted below, management knows of no
person or group that owns more than 5% of the outstanding shares of Common Stock
at the Voting Record Date:
Percent of Outstanding
Shares Beneficially Common Stock
Name and Address Owned (1) Beneficially Owned
Bernadette H. Crooks 78,182 (2) 5.87%
Clarion, PA 16214
Mary E. Dascombe 90,574 (3) 6.80%
Raleigh, NC 27609
George W. Freeman 77,640 (4) 5.83%
Knox, PA 16232
FINABA Co. 94,668 7.10%
Hermitage, PA 16148
--------------------
(1) See footnote (1) under the following caption entitled "Beneficial Ownership
by Officers, Directors and Nominees" for the definition of "beneficial
ownership."
(2) Of the 78,182 shares beneficially owned by Mrs. Crooks, 76,902 shares are
owned individually and 1,280 shares are owned individually by her spouse.
(3) Of the 90,574 shares beneficially owned by Mrs. Dascombe, 64,386 shares are
owned individually, 2,677 shares are owned jointly with her spouse, and
23,511 shares are owned individually by her spouse.
(4) Of the 77,640 shares beneficially owned by Mr. Freeman, 75,435 shares are
owned individually and 2,205 shares are owned individually by his spouse.
Section 16(2) Beneficial Ownership Reporting Compliance
The Common Stock is registered pursuant to Section 12(g) of the 1934 Act.
The officers and directors of the Corporation and beneficial owners of greater
than 10% of the Common Stock ("10% beneficial owners") are required to file
reports on Forms 3, 4, and 5 with the Securities and Exchange Commission ("SEC")
disclosing changes in beneficial ownership of the Common Stock. Based on the
Corporation's review of such ownership reports, to the Corporation's knowledge,
no executive officer, director, or 10% beneficial owner of the Corporation
failed to file such ownership reports on a timely basis for the fiscal year
ended December 31, 2001.
2
Beneficial Ownership by Officers, Directors and Nominees
The following table sets forth as of the Voting Record Date, the amount and
percentage of the Common Stock of the Corporation beneficially owned by each
director, each nominee and all officers and directors of the Corporation as a
group.
Name of Individual Amount and Nature of Percent
or Identity of Group Beneficial Ownership (1) (2) of Class
-------------------- ---------------------------- --------
George W. Freeman (5) 77,640 5.83%
Ronald L. Ashbaugh ( 11) 10,500 (3)
Elizabeth C. Smith (6) 39,459 2.96%
Brian C. McCarrier (11) 1,011 (3)
Robert L. Hunter (7) 8,977 (3)
John B. Mason (8) 5,325 (3)
Bernadette H. Crooks (9) 78,182 5.87%
J. Michael King (4) 5,250 (3)
Rodney C. Heeter (10) 5,250 (3)
David L. Cox (12) 11,580 (3)
All Officers and Directors 249,229 18.70%
as a Group (11 persons)
------------------------------
(1) The securities "beneficially owned" by an individual are determined in
accordance with the definitions of "beneficial ownership" set forth in the
General Rules and Regulations of the Securities and Exchange Commission and
may include securities owned by or for the individual's spouse and minor
children and any other relative who has the same home, as well as
securities to which the individual has or shares voting or investment power
or has the right to acquire beneficial ownership within 60 days after the
Voting Record Date. Beneficial ownership may be disclaimed as to certain of
the securities.
(2) Information furnished by the Directors and the Corporation.
(3) Less than one percent (1%).
(4) All shares are owned individually.
(5) See footnote (4) above under the caption entitled "Principal Beneficial
Owners of the Corporation's Stock."
(6) Of the 39,459 shares beneficially owned by Mrs. Smith, 29,179 are owned
individually and 10,280 are held as custodian for her grandchildren.
(7) Of the 8,977 shares beneficially owned by Mr. Hunter, 5,040 shares are
owned individually and 3,937 shares are owned individually by his spouse.
(8) Of the 5,325 shares beneficially owned by Mr. Mason, 4,815 shares are owned
individually and 510 shares are held as custodian for his daughter.
(9) See footnote (2) above under the caption "Principal Beneficial Owners of
the Corporation's Stock."
(10) Of the 5,250 shares beneficially owned by Mr. Heeter, 2,625 shares are
owned individually and 2,625 shares are owned individually by his spouse.
(11) All shares owned jointly with spouse
(12) Of the 11,580 shares beneficially owned by Mr. Cox, 10,080 are owned
individually and 1,500 are held jointly with his spouse.
ELECTION OF DIRECTORS
The Corporation has a classified Board of Directors with staggered 3-year
terms of office. In a classified board, the directors are generally divided into
separate classes of equal number. The terms of the separate classes expire in
successive years. Thus, at each Annual Meeting of Shareholders, successors to
the class of directors whose term shall then expire shall be elected to hold
office for a term of three years, so that the office of one class shall expire
each year.
Unless otherwise instructed, the Board of Directors of the Corporation or
its designee, the proxy holder, will have the right to cast their votes for the
nominees, unless the shareholder indicates on his or her Proxy how he or she
desires the votes to be cast. If any nominee should become unavailable for any
reason, proxies will be voted in favor of a substitute nominee as the Board of
Directors of the Corporation shall determine. The Board of Directors has no
reason to believe the nominees named will be unable to serve if elected. Any
vacancy occurring on the Board of Directors of the Corporation for any reason
may be filled by a majority of the directors then in office until the expiration
of the term of the vacancy. The Board of Directors recommends that its nominees
be elected as Directors.
INFORMATION AS TO NOMINEES,
DIRECTORS AND EXECUTIVE OFFICERS
The following table contains certain information with respect
to the directors and nominees:
Age as of Principal Occupation Director Since
Name 12/31/01 for Past Five Years Bank/Corporation
---- ------- ------------------- ----------------
Class A Directors Whose
Term Expires in 2004
Rodney C. Heeter 64 Vice President of Heeter Lumber Co. Prior to 1988/1989
(1) (2) 3/31/00 - President of Heeter Lumber Co.
J. Michael King 54 Senior Partner of Lynn, King & Schreffler, 1988/1989
(1) (3) (4) (5) Attorneys at Law.
David L. Cox 51 Chairman, President and Chief Executive Officer of 1991/1991
(1) (4) (5) the Bank and Corporation. Prior to 1997 - Senior
Vice President.
Class B Directors Whose
Term Expires in 2002 and
Nominees for Class B
Director Whose Term
Expires in 2005
Bernadette H. Crooks 79 Retired. 1985/1989
(1) (2)
Robert L. Hunter 60 Truck Dealer, Vice President of Hunter Truck Sales 1974/1989
(2) (3) and Service, Inc., Vice President of Hunter Truck
Center, Inc., Partner of Hunter Keystone
Peterbilt, LLP, President of Hunter Erie Truck
Sales LP, Director of Idealease of North America, Inc.
John B. Mason 53 President H. B. Beels & Son, Inc. Prior to 6/8/01 1985/1989
(3) (4) (5) - Insurance Broker for H. B. Beels & Son, Inc.
4
Class C Directors Whose
Term Expires in 2003
Ronald L. Ashbaugh 66 Retired, former President of the Bank and 1971/1989
(1) (4) (5) Corporation.
George W. Freeman 71 Owner of Freeman's Tree Farm. 1964/1989
(3) (4) (5)
Elizabeth C. Smith 70 Retired, former Owner of The 1995/1995
(3) Inn at Oakmont.
Brian C. McCarrier 38 President, Interstate Pipe and Supply Company. 1997/1997
(1) (2) (5)
-------------------------------
(1) Member of Finance Committee. This committee is appointed by the Chairman of
the Board and determines investment policy and market risk management
policy. This committee also recommends investment purchases for the bank
portfolio.
(2) Member of the Audit Committee. This committee is appointed by the Chairman
of the Board and meets with the independent auditors to review their audit
of the financial reports of the Corporation.
(3) Member of the Human Resource Committee. This committee is appointed by the
Chairman of the Board and reviews salary and personnel policy and
recommends changes to the Board.
(4) Member of the Loan Committee. This committee is appointed by the Chairman
of the Board and is responsible to review and approve loans, which exceed
the loan officer's lending limits.
(5) Member of the Planning Committee. This committee is appointed by the
Chairman of the Board and examines and recommends expansion and business
opportunities to the Board of Directors.
During 2001, Directors received five hundred dollars ($500) per month for
their services as Director of the Bank regardless of attendance at board
meetings. No additional compensation is paid for service as Directors of the
Corporation. During 2001, the Board of Directors of the Corporation held five
(5) regular meetings and two (2) special meetings and the Board of Directors of
the Bank held thirteen (13) regular meetings and one (1) special meeting. In
addition, outside Directors received $150 for each Bank committee meeting that
they attended. During 2001, total fees paid to all Directors were $76,050.
Each of the Directors attended at least seventy-five percent (75%) of the
combined total number of meetings of the Corporation's and Bank's Board of
Directors and of the committees on which they serve except Elizabeth C. Smith
who attended sixty-four percent (64%).
The Corporation's full Board of Directors acts as the nominating committee.
A shareholder who desires to propose an individual for consideration by the
Board of Directors as a nominee for director should submit a proposal in writing
to the Secretary/Treasurer of the Corporation in accordance with Section 10.1 of
the Corporation's Bylaws.
Audit Committee
The audit committee of the Board is composed of four members and operates
under a written charter adopted by the Board of Directors. The responsibilities
of the audit committee are contained in the Audit Committee Report. The audit
committee during fiscal year 2001 consisted of Brian C. McCarrier, Chairman;
Bernadette H. Crooks; Rodney C. Heeter; and Robert L. Hunter. Each of the
members is "independent," as defined by Company policy and the National
Association of Securities Dealers, Inc. listing standards.
5
Audit Committee Report
The following Report of the Audit Committee does not constitute soliciting
material and should not be deemed filed or incorporated by reference into any
other Corporation filings under the Securities Act of 1933 or under the
Securities Act of 1934, except to the extent we specifically incorporate this
Report by reference.
The audit committee reports to the Board and is responsible for overseeing
and monitoring financial accounting and reporting, the system of internal
controls established by management and the audit process of the Corporation.
The Audit Committee Charter adopted by the Board sets out the
responsibilities, authority and specific duties of the audit committee. Pursuant
to the charter, the audit committee has the following responsibilities:
-- To monitor the preparation of quarterly and annual financial reports;
-- To review the adequacy of internal control systems and financial reporting
procedures with management and independent auditors; and
-- To review the general scope of the annual audit and the fees charged by the
independent auditors.
In discharging its oversight responsibility the audit committee has met and
held discussions with management and S.R. Snodgrass, A.C., the independent
auditors for the Corporation. Management represented to the audit committee that
all consolidated financial statements were prepared in accordance with
accounting principles generally accepted in the United States of America, and
the audit committee has reviewed and discussed the consolidated financial
statements with management and the independent auditors. The audit committee
discussed with the independent auditors matters required to be discussed by
Statement on Auditing Standards No. 61, Communications with Audit Committees.
The audit committee also obtained from the independent auditors a formal
written statement describing all relationships between Emclaire Financial Corp.
and S.R. Snodgrass, A.C. and the auditors that bear on the auditors'
independence consistent with Independence Standards Board Standard No. 1,
Independence Discussions with Audit Committee. The audit committee discussed
with the independent auditors any relationships that may impact on the firm's
objectivity and independence and satisfied itself as to the auditors'
independence.
Based on these discussions and reviews, the audit committee recommended
that the Board of Directors approve the inclusion of the Corporation's audited
consolidated financial statements in its Annual Report on Form 10-KSB for the
year ended December 31, 2001, for filing with the Securities and Exchange
Commission.
Fees to S.R. Snodgrass, A.C.
The following table sets forth the aggregate fees Emclaire Financial Corp.
incurred for audit and non-audit services provided by S.R. Snodgrass, A.C., who
acted as independent auditors for the fiscal year ending 2001 and performed
Emclaire Financial Corp.'s audit services in fiscal year 2001. The table lists
audit fees, financial information systems design and implementation fees, and
other fees.
Audit Fees. The audit fees include only fees that are customary under
generally accepted auditing standards and are the aggregate fees Emclaire
Financial Corp. incurred for professional services rendered for the audit of
Emclaire Financial Corp.'s annual financial statements for fiscal year 2001 and
the reviews of the financial statements included in Emclaire Financial Corp.'s
Quarterly Reports on Forms 10-QSB for fiscal year 2001.
6
Financial Information Systems Design and Implementation Fees. The financial
information systems design and implementation fees include fees billed for
non-audit services performed during fiscal year 2001 such as directly or
indirectly operating, or supervising the operation of, Emclaire Financial Corp.
information system or managing our local area network. These non-audit services
also include services such as designing or implementing a hardware or software
system that aggregates source data underlying the Company's financial statements
or generates information that is significant to our financial statements taken
as a whole.
All Other Fees. All other fees include the aggregate fees billed for
services rendered by S.R. Snodgrass, A.C. other than those services covered
above.
December 31, 2001
Audit Fees .................................................. $ 34,566
--------
Financial Information Systems Design and Implementation Fees.. $ 0
--------
Other Fees.................................................... $ 44,000
--------
The audit committee of the board did consider whether the provision of
financial information systems design and implementation services and other
non-audit services is compatible with maintaining the independence of S.R.
Snodgrass, A.C.
Respectfully submitted by the members of the audit committee of the Board of
Directors:
Brian C. McCarrier, Chairman
Bernadette H. Crooks
Rodney C. Heeter
Robert L. Hunter
Remuneration of Officers and Directors
The following table sets forth all cash compensation for services in all
capacities paid by the Bank during 2001 to the chief executive officer. No other
officer's compensation exceeded $100,000. The Corporation pays no salaries or
benefits.
SUMMARY COMPENSATION TABLE
Name and Principal All Other Annual
Position Year Salary Bonus Compensation (1)
-------- ---- ------ ----- ----------------
David L. Cox 2001 $112,850 $ - $6,000
President and 2000 $ 97,850 $ - $5,500
Chairman
of the Board 1999 $ 95,000 $ - $4,800
-------------------------------
(1) Does not include the value of certain other benefits, which do not exceed
$50,000 or 10% of the total salary and bonus of the individual.
7
Pension Plan
The Bank maintains a defined benefit pension plan (the "Plan"). The Plan is
intended to provide retirement and certain other benefits to eligible employees
and their beneficiaries. An individual is eligible to participate in the Plan if
he or she is an employee of the Bank and has completed five (5) years of service
or reached fifty-five (55) years of age unless (1) the employee is covered under
another plan to which the Bank contributes; or (2) the employee is covered under
a collective bargaining agreement with the Bank that does not provide for
coverage under the Plan.
An employee's expected monthly pension payable is based upon a formula.
Full vesting occurs after the completion of five (5) years of service. In 2001,
the Bank contributed $43,000 to the Plan.
As of December 31, 2001, Mr. Cox had 28 years of credited service under the
Plan.
Change of Control Severance Agreements
The Bank has entered into severance agreements with the named executive
officer and the Bank's chief financial officer. The agreements provide that in
the event certain events take place after there is a change in control of the
Corporation, or for a period two years thereafter, the executive will be
entitled to a lump sum payment in the amount two (2) times the executive's base
salary immediately preceding the change in control. The events triggering such
compensation include: (a) the involuntary termination of the officer's
employment; or (b) if (i) there are any changes in the executive's duties,
responsibilities or title, (ii) his annual salary is reduced; (iii) his benefits
are materially reduced, or (iv) the Bank's headquarters or the officer's place
of business is moved more than 10 miles, all in (b) as were in existence
immediately prior to the change in control. In addition, for two years after
such termination, the Bank is required to provide life, disability, accident and
health insurance benefits substantially similar to what was in place immediately
prior to such termination. In the event of a change in control of the Bank, at
December 31, 2001, Mr. Cox and the other officer would currently be entitled to
an aggregate lump sum payment of approximately $225,700 and $168,000,
respectively.
Certain Transactions
There have been no material transactions, proposed or consummated, between
the Corporation and the Bank with any director or executive officer of the
Corporation or the Bank, or any associate of the foregoing persons. The Bank,
like many financial institutions, has followed a policy of granting various
types of loans to officers, directors, and employees. With the exception of the
loans presented in the following table, all loans to executive officers and
directors of the Corporation and the Bank have been made in the ordinary course
of business and on substantially the same terms and conditions, including
interest rates and collateral, as those prevailing at the time for comparable
transactions with the Bank's other customers, and do not involve more than the
normal risk of collectibility nor present other unfavorable features. The Board
of Directors maintains a policy granting a discount of 100 basis points on loans
extended to all employees including executive officers. The following table
presents a summary of loans outstanding to named officers that were extended, or
amended, under this policy:
Highest
Principal
Year Balance Balance Interest Market
Name and Position Type Made During Year 12/31/01 Rate Rate
----------------- ---- ---- ----------- -------- ---- ----
David L. Cox Residential
President and Mortgage 2000 $128,962 $125,301 7.563% 8.563%
Chairman Personal Demand
1992 $ 2,350 $ 2,350 3.750% 4.750%
8
Principal Officers of the Corporation
The following table sets forth selected information about the principal
officers of the Corporation, each of whom is selected by the Board of Directors
and each of whom holds office at the discretion of the Board of Directors:
Bank
Held Employee Age as of
Name Since Since December 31, 2001
---- ----- ----- -----------------
David L. Cox, (1) 1997 1973 51
Chairman, President
and Chief Executive
Officer
William C. Marsh, (2) 2001 2001 35
Secretary/Treasurer
---------------------
(1) Prior to January 1997, Mr. Cox served as Vice President of the Corporation
from 1996, and Treasurer prior to May 1996.
(2) Prior to August 2001, Mr. Marsh was self-employed as a Certified Public
Accountant; from September 1999 to November 2000 - Corporate Controller for
AquaSource, Inc.; from August 1998 to September 1999 - Senior Vice
President and CFO of Pennsylvania Capital Bank; from June 1997 to August
1998 - VP Treasurer/Controller of ESB Financial Corp. and from February
1995 to May 1997 - Executive Vice President and CFO of First Financial
Corporation of Western Maryland.
RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
Unless instructed to the contrary, it is intended that votes will be cast
pursuant to the proxies for the ratification of the selection of Crowe, Chizek
and Company LLP, Certified Public Accountants, of Cleveland, Ohio ("Crowe
Chizek"), as the Corporation's independent public accountants for its fiscal
year ending December 31, 2002. The Corporation has been advised by Crowe Chizek
that none of its members have any financial interest in the Corporation.
Ratification of Crowe Chizek will require an affirmative vote of a majority of
the shares of Common Stock represented at the Annual Meeting. S.R. Snodgrass,
A.C. served as the Corporation's independent public accountants for the
Corporation's 2001 fiscal year.
Effective March 21, 2002, the Corporation replaced its independent
auditors, S.R. Snodgrass, A.C. with Crowe Chizek. S.R. Snodgrass, A.C.'s report
on the Corporation's financial statements during the two most recent fiscal
years preceding the date hereof contained no adverse opinion or a disclaimer of
opinions, and was not qualified or modified as to uncertainty, audit scope or
accounting principles. The decision to change accountants was approved by the
Corporation's Audit Committee. During the last two fiscal years and the
subsequent interim period to the date hereof, there were no disagreements
between the Corporation and S.R. Snodgrass, A. C. On any matters of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, which disagreement(s), if not resolved to the satisfaction of S.R.
Snodgrass, A.C., would have caused it to make a reference to the subject matter
of the disagreement(s) in connection with its reports. None of the "reportable
events" described in Item 304(a)(1)(v) of Regulation S-B occurred with respect
to the Corporation within the last two fiscal years and the subsequent interim
period to the date hereof.
Effective March 21, 2002, the Corporation engaged Crowe Chizek as its
independent auditors for the fiscal year ending December 31, 2002. During the
last two fiscal years and the subsequent interim period to the date hereof, the
Corporation did not consult Crowe Chizek regarding any of the matters or events
set forth in Item 304(a)(2)(v) and (ii) of Regulation S-B.
9
In addition to performing customary audit services, Crowe Chizek will
assist the Corporation with the preparation of its federal and state tax
returns, charging the Corporation for such services at its customary hourly
billing rates.
Representatives of Crowe Chizek will be present at the meeting, will be
available to respond to your questions and will be able to make such statements
as they desire.
In the event that the shareholders do not ratify the selection of Crowe
Chizek as the Corporation's independent public accountants for the 2002 fiscal
year, another accounting firm will be chosen to provide independent public
accountant audit services for the 2002 fiscal year. The Board of Directors
recommends that the shareholders vote FOR the ratification of the selection of
Crowe Chizek as the auditors for the Corporation for the year ending December
31, 2002.
It is understood that even if the selection of Crowe Chizek is ratified,
the Board of Directors, in its discretion, may direct the appointment of a new
independent auditing firm at any time during the year if the Board of Directors
determines that such a change would be in the best interests of the Corporation
and its shareholders.
ANNUAL REPORT
A copy of the Corporation's Annual Report for its fiscal year ended
December 31, 2001, is being mailed with this Proxy Statement. Such Annual Report
is not to be treated as part of the proxy solicitation material or having been
incorporated herein by reference. A representative of Snodgrass, the accounting
firm which examined the financial statements in the Annual Report, will not
attend the Annual Meeting.
SHAREHOLDER PROPOSALS
Any shareholder who, in accordance with and subject to the provisions of
the proxy rules of the Securities and Exchange Commission, wishes to submit a
proposal for inclusion in the Corporation's proxy statement for its 2002 Annual
Meeting of Shareholders must deliver such proposal in writing to the Secretary
of Emclaire Financial Corp. at the principal executive offices of the
Corporation at 612 Main Street, Post Office Box D, Emlenton, Pennsylvania 16373,
not later than Monday, December 2, 2002.
In the event the Company received notice of a stockholder proposal to take
action at next year's annual meeting of stockholders that is not submitted for
inclusion in the Company's proxy material, or is submitted for inclusion but is
properly excluded from the proxy material, the persons named in the proxy sent
by the Company to its stockholders intend to exercise their discretion to vote
on the stockholder proposal in accordance with their best judgment.
OTHER MATTERS
The Board of Directors does not know of any matters to be presented for
consideration other than the matters described in the Notice of Meeting, but if
any matters are properly presented, it is the intention of the persons named in
the accompanying Proxy to vote on such matters in accordance with their
judgment.
ADDITIONAL INFORMATION
Upon written request, a copy of the Annual Report on Form 10-KSB of
Emclaire Financial Corp. may be obtained, without charge from William C. Marsh,
Secretary/Treasurer, Emclaire Financial Corp., 612 Main Street, Post Office Box
D, Emlenton, Pennsylvania 16373.
10
APPENDIX A
EMCLAIRE FINANCIAL CORP.
PROXY
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD MAY 21, 2002
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby constitutes and appoints the Board of Directors of
Emclaire Financial Corp. (the "Corporation"), or its designee, proxy of the
undersigned, with full power of substitution, to vote all of the shares the
Corporation that the undersigned may be entitled to vote at the Annual Meeting
of Shareholders of the Corporation to be held on Tuesday, May 21, at the Holiday
Inn, I-80 and Route 68, Clarion, PA 16214, at 7:00 p.m., prevailing time, and at
any adjournment or postponement thereof as follows:
1. ELECTION OF CLASS B DIRECTORS FOR THREE-YEAR TERMS TO EXPIRE IN 2005
FOR WITHHELD
Bernadette H. Crooks [ ] [ ]
Robert L. Hunter [ ] [ ]
John B. Mason [ ] [ ]
2. Ratification of the selection of Crowe, Chizek and Company LLP,
Certified Public Accountants, as auditors of the Corporation for the
year ending December 31, 2002.
[ ] FOR [ ] AGAINST
3. In its discretion, the proxy is authorization to vote upon such other
business as may properly come before the meeting and any adjournment or
postponement thereof.
THIS PROXY, WHEN PROPERLY SIGNED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR ALL NOMINEES LISTED ABOVE AND FOR PROPOSAL NO. 2.
The undersigned acknowledges receipt from the Corporation prior to the
execution of this proxy of a Notice of Annual Meeting of Stockholders, a Proxy
Statement dated April 5, 2002 and an Annual Report to Stockholders.
Dated: ___________________, 2002 [ ] Please check here if you
plan to attend the Annual Meeting
Number attending _________________
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SIGNATURE OF SHAREHOLDER
--------------------------------------
SIGNATURE OF SHAREHOLDER
THIS PROXY MUST BE DATED, SIGNED BY THE SHAREHOLDER AND RETURNED PROMPTLY
TO THE CORPORATION IN THE ENCLOSED ENVELOPE. WHEN SIGNING AS ATTORNEY, EXECUTOR,
ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE. IF MORE THAN ONE
TRUSTEE, ALL SHOULD SIGN. IF STOCK IS HELD JOINTLY, EACH OWNER SHOULD SIGN.
A-1