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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Southern Missouri Bancorp Inc | NASDAQ:SMBC | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.84 | 1.53% | 55.92 | 55.76 | 56.04 | 56.36 | 55.08 | 55.17 | 8,902 | 19:24:51 |
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:
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5)
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Total fee paid:
|
Sincerely,
Greg A. Steffens
President and Chief Executive Officer |
Proposal 1. | Election of two directors of Southern Missouri Bancorp, each for a term of three years; |
Proposal 2. | An advisory (non-binding) vote on executive compensation, commonly referred to as a "say on pay" vote; |
Proposal 3. | Approval of an amendment to the articles of incorporation of Southern Missouri Bancorp to increase the authorized number of shares of common stock from 10,000,000 to 12,000,000 and |
Proposal 4. | Ratification of the appointment of BKD, LLP as Southern Missouri Bancorp's independent auditors for the fiscal year ending June 30, 2017. |
BY ORDER OF THE BOARD OF DIRECTORS
RONNIE D. BLACK Secretary |
IMPORTANT NOTICE: Internet Availability of Proxy Materials
for the Shareholders' Meeting To Be Held on October 31, 2016.
These proxy materials are also available to you on the Internet.
You are encouraged to review all of the information contained in the proxy materials before voting.
The Company's Proxy Statement, Annual Report to
Shareholders and other proxy materials are available at
http://www.edocumentview.com/smbc
|
INFORMATION ABOUT THE ANNUAL MEETING
|
1
|
Time and Place of the Annual Meeting.
|
1
|
Matters to be Considered at the Annual Meeting.
|
1
|
Who is Entitled to Vote?
|
2
|
What if My Shares are Held in "Street Name" by a Broker?
|
2
|
How do I vote my 401(k) shares?
|
2
|
How Many Shares Must Be Present to Hold the Meeting?
|
2
|
What If a Quorum Is Not Present at the Meeting?
|
3
|
How Do I Vote at the Annual Meeting?
|
3
|
May I Revoke My Proxy?
|
3
|
How does the Board of Directors recommend I vote on the items to be considered at the annual meeting?
|
3
|
What if I do not specify how my shares are to be voted?
|
3
|
Will Any Other Business Be Conducted at the Meeting?
|
4
|
How Many Votes Are Required to Elect the Director Nominees?
|
4
|
How Many Votes Are Required to Approve Each of the Other Items?
|
4
|
What Happens If a Nominee Is Unable to Stand for Election?
|
4
|
How Will Abstentions Be Treated?
|
4
|
How Will Broker Non-Votes Be Treated?
|
4
|
Proxy Solicitation Costs
|
5
|
STOCK OWNERSHIP OF SOUTHERN MISSOURI BANCORP COMMON STOCK
|
6
|
Stock Ownership of Significant Shareholders, Directors and Executive Officers
|
6
|
PROPOSAL I -- ELECTION OF DIRECTORS
|
8
|
Business Experience and Qualifications of Directors and Director Nominees
|
8
|
Board of Directors' Meetings and Committees and Corporate Governance Matters
|
10
|
Board Meetings, Independence and Ethics Code
|
10
|
Director Independence
|
10
|
Board Leadership Structure and Role in Risk Oversight
|
11
|
Board Committee Attendance and Charter
|
11
|
Audit Committee
|
11
|
Compensation Committee
|
12
|
Compensation Committee Interlocks and Insider Participation
|
12
|
Nominating Committee
|
12
|
COMPENSATION OF DIRECTORS
|
13
|
Director Compensation Table for 2015
|
13
|
Directors' Retirement Agreements
|
14
|
EXECUTIVE COMPENSATION
|
14
|
Compensation Discussion and Analysis
|
14
|
Executive Summary of Key Compensation Decisions.
|
14
|
Compensation Philosophy and Objectives.
|
15
|
Base Salaries.
|
16
|
Bonuses
|
16
|
Management Recognition and Development Plan.
|
17
|
2008 Equity Incentive Plan.
|
17
|
2003 Stock Option and Incentive Plan.
|
17
|
Other Benefits.
|
17
|
Employment Agreement.
|
18
|
Compensation Committee Report
|
18
|
2016 Summary Compensation Table
|
19
|
Grant of Plan-Based Awards
|
20
|
Outstanding Equity Awards at June 30, 2016
|
20
|
Option Exercises and Stock Vested in Fiscal 2016
|
20
|
Potential Payments Upon Termination of Employment or Change in Control
|
21
|
Tax Considerations
|
21
|
Section 16(a) Beneficial Ownership Reporting Compliance
|
22
|
Business Relationships and Transactions with Executive Officers, Directors and Related Persons
|
22
|
PROPOSAL II -- ADVISORY (NON-BINDING) VOTE ON EXECUTIVE COMPENSATION
|
23
|
PROPOSAL III – APPROVAL OF AN AMENDMENT TO THE ARTICLES OF INCORPORATION OF SOUTHERN MISSOURI BANCORP, INC. TO INCREASE THE NUMBER OF AUTHORIZED SHARES
|
23
|
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
|
24
|
RELATIONSHIP WITH INDEPENDENT AUDITORS
|
26
|
Audit Fees
|
26
|
PROPOSAL IV -- RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITORS
|
27
|
FINANCIAL STATEMENTS
|
27
|
SHAREHOLDER PROPOSALS
|
27
|
OTHER MATTERS
|
27
|
Our annual meeting will be held as follows:
|
||
Date:
|
October 31, 2016
|
|
Time:
|
9:00 a.m., local time
|
|
Place:
|
Southern Missouri Bancorp, Inc./Southern Bank
|
|
2991 Oak Grove Road
|
||
Poplar Bluff, Missouri
|
Proposal I.
|
Election of two directors of Southern Missouri Bancorp, for a term of three years;
|
|
Proposal II.
|
An advisory (non-binding) vote on executive compensation as disclosed in this proxy statement, commonly referred to as a "say on pay" vote; and
|
Proposal III.
|
Approval of an amendment to the articles of incorporation of Southern Missouri Bancorp to increase the authorized number of shares of common stock from 10,000,000 to 12,000,000; and
|
|
Proposal IV.
|
Ratification of the appointment of BKD, LLP as Southern Missouri Bancorp's independent auditors for the fiscal year ending June 30, 2017.
|
· | by returning the enclosed proxy card in the enclosed pre-paid envelope; |
· | by telephone; or |
· | over the Internet |
·
|
submitting a new proxy with a later date;
|
·
|
notifying the Corporate Secretary of Southern Missouri Bancorp in writing before the annual meeting that you have revoked your proxy; or
|
·
|
voting in person at the annual meeting.
|
·
|
FOR the election of the two director nominees to the Board of Directors.
|
·
|
FOR approval of the advisory (non-binding) vote on executive compensation ("say on pay").
|
·
|
FOR approval of the amendment to the articles of incorporation to increase the number of authorized shares.
|
·
|
FOR ratification of the appointment of BKD, LLP.
|
·
|
FOR the election of the two director nominees to the Board of Directors.
|
·
|
FOR approval of the advisory (non-binding) vote on executive compensation ("say on pay").
|
·
|
FOR approval of the amendment to the articles of incorporation to increase the number of authorized shares.
|
·
|
FOR ratification of the appointment of BKD, LLP.
|
· | those persons or entities (or groups of affiliated person or entities) known by management to beneficially own more than five percent of Southern Missouri Bancorp common stock other than directors and executive officers; |
· | each director and director nominee of Southern Missouri Bancorp, Inc.; |
· | each executive officer of Southern Missouri Bancorp named in the Summary Compensation Table appearing under "Executive Compensation" below; and |
· | all current directors and executive officers of Southern Missouri Bancorp as a group. |
Beneficial Owners
|
Number of Shares
Beneficially
Owned
(1)
|
Percent of
Common Stock
Outstanding (%)
|
|||
Beneficial Owners of More Than 5% Other than Directors
and Named Executive Officers
|
|||||
Southern Bank 401(k) Retirement Plan
(2)
2991 Oak Grove Road, Poplar Bluff, MO 63901
|
418,632
|
5.57
|
|||
Sy Jacobs, Jacobs Asset Management, LLC
(3)
11 East 26
th
Street, Suite 1900, NewYork, NY 10010
|
458,363
|
6.16
|
|||
FJ Capital Management, LLC
(4)
1313 Dolley Madison Blvd. Ste. 306
McLean, VA 22101
|
409,054
|
5.50
|
|||
Directors and Named Executive Officers
|
|||||
Greg A. Steffens, Director and President
(5)
|
250,193
|
3.36
|
|||
L. Douglas Bagby, Director and Chairman
|
34,402
|
*
|
|||
Ronnie D. Black, Director and Secretary
|
49,370
|
*
|
|||
Sammy A. Schalk, Director
|
99,098
|
*
|
|||
Rebecca M. Brooks, Director
|
28,500
|
*
|
|||
Charles R. Love, Director
|
25,900
|
*
|
|||
Charles R. Moffitt, Director
|
21,000
|
*
|
|||
Dennis C. Robison, Director
|
33,389
|
*
|
|||
David J. Tooley, Director
|
44,000
|
*
|
|||
Todd E. Hensley, Director
(6)
|
540,040
|
7.26
|
|||
Kimberly A. Capps, Chief Operations Officer
(5)
|
103,940
|
1.40
|
|||
William D. Hribovsek, Chief Lending Officer
(5)
|
75,802
|
1.02
|
|||
Matthew T. Funke, Chief Financial Officer
(5)
|
45,751
|
* | |||
Lora L. Daves, Chief Credit Officer
(5)
|
23,805
|
*
|
|||
Directors and executive officers of Southern Missouri Bancorp, Inc.
and Southern Bank as a group (14 persons)
(7)
|
1,375,190
|
18.37
|
(1)
|
Except as otherwise noted in these footnotes, the nature of beneficial ownership for shares reported in this table is sole voting and investment power. Included in the shares beneficially owned by the directors and named executive officers are options to purchase shares of Southern Missouri Bancorp common stock exercisable within 60 days of September 9, 2016, as follows: Mr. Robison – 10,000 shares; Mr. Tooley – 4,000 shares; Mr. Hensley – 4,000 shares; Ms. Capps – 10,000 shares and Mr. Hribovsek – 10,000 shares; and Mr. Funke – 10,000 shares.
|
(2)
|
Represents shares held by the Southern Bank 401(k) Retirement Plan. All of the shares have been allocated to accounts of participants. Pursuant to the terms of the 401(k) Plan, each 401(k) Plan participant has the right to direct the voting of shares of Southern Missouri Bancorp common stock allocated to his or her account.
|
(3)
|
Based on information filed by Sy Jacobs and Jacobs Asset Management ("Jacobs Parties") in a schedule 13-F filed on June 30, 2016.
|
(4)
|
Based on information filed by FJ Capital Management, LLC and their affiliated entities ("FJCM") in a Schedule 13-G filed with the SEC on February 16, 2016. FJCM reported sole voting and dispositive power of 409,054 shares.
|
(5)
|
Includes 39,460 shares held by Mr. Steffens' account, 40,282 shares held by Ms. Capps' account, 30,802 shares held by Mr. Hribovsek's account, 9,751 shares held by Mr. Funke's account, and 3,747 shares held by Ms. Daves' account under the Southern Bank 401(k) Retirement Plan.
|
(6)
|
Based in part on information reported by Mr. Hensley in a Schedule 13D filed with the SEC on May 22, 2015. Mr. Hensley reported sole voting and dispositive power over 536,040 shares.
|
(7)
|
Includes shares held directly, as well as shares held jointly with family members, shares held in retirement accounts, held in a fiduciary capacity, held by certain of the group members' families, or held by trusts of which the group member is a trustee or substantial beneficiary, with respect to which shares the group member may be deemed to have sole or shared voting and/or investment powers. This amount also includes options that are exercisable as of or within 60 days after September 9, 2016, to purchase 48,000 shares of Southern Missouri Bancorp common stock granted to directors and executive officers.
|
*
|
Less than 1% ownership.
|
Name
|
Age
(1)
|
Position(s) Held with
Southern Missouri Bancorp, Inc.
and Southern Bank
|
Director
Since
(2)
|
Term to
Expire
|
Director Nominees
|
||||
Sammy A. Schalk
|
67
|
Director
|
2000
|
2019
|
Charles R. Love
|
65
|
Director
|
2004
|
2019
|
Directors Continuing in Office
|
||||
Ronnie D. Black
|
68
|
Director and Secretary
|
1997
|
2017
|
Rebecca M. Brooks
|
60
|
Director
|
2004
|
2017
|
Dennis C. Robison
|
62
|
Director
|
2008
|
2017
|
Greg A. Steffens
|
49
|
President, Chief Executive Officer and Director
|
2000
|
2018
|
L. Douglas Bagby
|
66
|
Chairman of the Board
|
1997
|
2018
|
David J. Tooley
|
67
|
Director
|
2011
|
2018
|
Todd E. Hensley
|
49
|
Director
|
2014
|
2018
|
(1)
|
At June 30, 2016.
|
(2)
|
Includes service as a director of Southern Bank.
|
·
|
approving non-audit and audit services to be performed by the independent registered public accounting firm;
|
·
|
reviewing and approving all related party transactions for potential conflict of interest situations;
|
·
|
reviewing and assessing the adequacy of the Audit Committee Charter on an annual basis;
|
·
|
ensuring the existence of effective accounting and internal control systems; and
|
·
|
overseeing the entire audit function of the Company, both internal and independent.
|
·
|
determining compensation to be paid to the Company's officers and employees, which are based on the recommendation of Mr. Steffens, except that compensation paid to Mr. Steffens is determined based on the recommendation of a majority of the independent directors, and Mr. Steffens is not present during voting or deliberations concerning his compensation; and
|
·
|
overseeing the administration of the employee benefit plans covering employees generally.
|
·
|
recommend to the Board the appropriate size of the Board and assist in identifying, interviewing and recruiting candidates for the Board;
|
·
|
recommend candidates (including incumbents) for election and appointment to the Board of Directors, subject to the provisions set forth in the Company's articles of incorporation and bylaws relating to the nomination or appointment of directors, based on the following criteria: business experience, education, integrity and reputation, independence, conflicts of interest,
|
|
diversity, age, number of other directorships and commitments (including charitable obligations), tenure on the Board, attendance at Board and committee meetings, stock ownership, specialized knowledge (such as an understanding of banking, accounting, marketing, finance, regulation and public policy) and a commitment to the Company's communities and shared values, as well as overall experience in the context of the needs of the Board as a whole;
|
·
|
review nominations submitted by shareholders, which have been addressed to the Corporate Secretary, and which comply with the requirements of the Company's articles of incorporation and bylaws;
|
·
|
consider and evaluate nominations from shareholders using the same criteria as all other nominations;
|
·
|
annually recommend to the Board committee assignments and committee chairs on all committees of the Board, and recommend committee members to fill vacancies on committees as necessary; and
|
·
|
perform any other duties or responsibilities expressly delegated to the Committee by the Board.
|
Name
|
Fees Earned
or Paid in Cash
|
Option
Awards
(1)
|
Stock
Awards
(2)
|
Change in
Pension Value
and Non Qualified
Deferred
Compensation
Earnings
|
Total
|
|||||||||||||||
Sammy A. Schalk
|
$
|
24,000
|
$
|
---
|
$
|
---
|
$
|
403
|
$
|
24,403
|
||||||||||
Charles R. Love
|
29,000
|
---
|
---
|
4,914
|
33,914
|
|||||||||||||||
Charles R. Moffitt
|
24,000
|
---
|
---
|
4,914
|
28,914
|
|||||||||||||||
Ronnie D. Black
|
24,000
|
---
|
---
|
---
|
24,000
|
|||||||||||||||
Dennis C. Robinson
|
24,000
|
---
|
---
|
3,533
|
27,533
|
|||||||||||||||
Rebecca M. Brooks
|
24,000
|
---
|
---
|
4,705
|
28,705
|
|||||||||||||||
L. Douglas Bagby
|
24,000
|
---
|
---
|
---
|
24,000
|
|||||||||||||||
David J. Tooley
|
29,000
|
---
|
---
|
2,722
|
31,722
|
|||||||||||||||
Todd E. Hensley
|
24,000
|
---
|
24,000
|
(1)
|
Mr. Robison holds exercisable options to purchase 10,000 shares. Mr. Tooley holds options to purchase 4,000 shares, 2,000 of which are currently exercisable, and Mr. Hensley holds options to purchase 10,000 shares, 4,000 of which are currently exercisable.
|
(2)
|
Each of the directors has been awarded 4,000 shares of restricted stock granted under the 2008 Equity Incentive Plan; for all directors with the exception of Mr. Hensley, the award vests in equal annual installments of 20% beginning June 30, 2013. For Mr. Hensley, the award vests annually in equal installments of 20% beginning September 5, 2015.
|
· | Greg A. Steffens, President and Chief Executive Officer |
· | Matthew T. Funke, Chief Financial Officer |
· | Kimberly A. Capps, Chief Operations Officer |
· | William D. Hribovsek, Chief Lending Officer |
· | Lora L. Daves, Chief Credit Officer |
·
|
increases in base salaries during fiscal 2016 of between 3.4% and 27.3%, based on merit, achievement of key business plan goals, increasing responsibilities as part of a growing organization, the need to stay market competitive and retain personnel who are integral to our continued plans for growth and management succession.
|
·
|
the payment of bonuses based on achievement of key business plan goals during fiscal 2016.
|
·
|
attract the right people and differentiate compensation based on performance;
|
·
|
retain top performers and reward them for helping us build and sustain our culture and values and achieve our business strategy and goals;
|
·
|
compensate our people in ways that inspire and motivate them, both individually and as a team, to execute our vision and drive for enduring customer satisfaction;
|
·
|
provide total compensation and learning and development opportunities that are competitive with that of other companies of similar size and complexity; and
|
·
|
properly align risk-taking and compensation.
|
·
|
Merit/Performance Based – Individual compensation is linked to the successful achievement of performance objectives.
|
·
|
Market Competition – Total compensation attracts, retains, and motivates our top performers at a competitive level in our market.
|
·
|
Shareholder Value – Compensation components that align the interests of key management, especially the named executive officers with those of our shareholders in furtherance of our goal to increase shareholder value.
|
Name and
Principal Position |
Fiscal
Year |
Salary
|
Bonus
|
Non-equity
Incentive Plan
Compensation
|
Options
Awarded |
Stock
Awards |
Change in Pension Value and Non Deferred Compensation Earnings
|
All Other
Compensation (1) |
Total
|
Greg A. Steffens
President and
|
2016
|
$ 334,808
|
$ 39,875
|
$ ---
|
$ ---
|
$ ---
|
$ ---
|
$ 51,233
|
$ 425,916
|
Chief Executive Officer
|
2015
|
269,703
|
44,025
|
---
|
---
|
---
|
---
|
52,243
|
365,971
|
2014
|
253,000
|
41,025
|
---
|
---
|
---
|
---
|
52,137
|
346,162
|
|
Matthew T. Funke
Executive Vice-President
|
2016
|
$ 188,962
|
$ 24,750
|
$
|
$
|
$
|
$
|
$ 23,417
|
$ 237,129
|
and Chief Financial Officer
|
2015
|
167,181
|
27,600
|
---
|
---
|
---
|
---
|
22,569
|
217,350
|
2014
|
149,077
|
24,225
|
---
|
---
|
---
|
---
|
22,743
|
196,045
|
|
Kimberly A. Capps
Executive Vice-President
|
2016
|
$ 147,308
|
$ 19,750
|
$
|
$
|
$
|
$
|
$ 19,578
|
$ 186,636
|
and Chief Operations Officer
|
2015
|
140,892
|
24,450
|
---
|
---
|
---
|
---
|
20,339
|
185,681
|
2014
|
136,769
|
21,700
|
---
|
---
|
---
|
---
|
20,194
|
178,663
|
|
William D. Hribovsek
Executive Vice-President
|
2016
|
$ 236,538
|
$ 30,875
|
$
|
$
|
$
|
$
|
$ 25,055
|
$ 292,468
|
and Chief Lending Officer
|
2015
|
208,007
|
34,525
|
---
|
---
|
---
|
---
|
24,799
|
267,331
|
2014
|
179,630
|
28,650
|
---
|
---
|
---
|
---
|
22,223
|
230,503
|
|
Lora L. Daves
Executive Vice-President
|
2016
|
$ 149,615
|
$ 19,750
|
$
|
$
|
$
|
$
|
$ 17,879
|
$ 187,244
|
and Chief Credit Officer
|
2015
|
136,892
|
22,850
|
---
|
---
|
---
|
---
|
18,814
|
178,556
|
2014
|
129,846
|
20,600
|
---
|
---
|
---
|
---
|
18,475
|
168,921
|
(1)
|
Includes matching and profit-sharing contributions made by the Company to the executive's 401(k) accounts, payments made on the executive's behalf under the group health insurance plan, and for Mr. Steffens, board fees. The 401(k) profit-sharing contribution for fiscal 2016 was based on fiscal 2016 compensation and made during fiscal 2017, and the bonus for fiscal 2016 was based on fiscal 2016 performance and paid in fiscal 2017. The 401(k) profit-sharing contribution for fiscal 2015 was based on fiscal 2015 compensation, and made during fiscal 2016, and the bonus for fiscal 2015 was based on fiscal 2015 performance and paid in fiscal 2016. The 401(k) profit-sharing contribution for fiscal 2014 was based on fiscal 2014 compensation, and made during fiscal 2015. The amount does not include personal benefits or perquisites, because none exceeded $10,000 worth of such benefits, in the aggregate.
|
Securities Underlying Options
|
Stock Awards
|
|||||||||
Number
Exercisable
|
Number
Unexercisable
|
Equity Incentive Plan Awards
|
Exercise
Price
|
Expiration
|
# of Shares
or Units That Have Not Vested
|
Market Value
of Shares or Units That Have Not Vested
(1)
|
Equity Incentive Plan Awards: Number of Unearned Shares That Have Not Vested
|
Equity Incentive Plan Awards: Market Value or Payout Value of Unearned Shares That Have Not Vested
|
||
Greg A. Steffens
|
---
|
---
|
---
|
n/a
|
n/a
|
2,400
|
$56,472
|
---
|
---
|
|
Matthew T. Funke
|
10,000
|
---
|
---
|
$6.375
|
1/19/2020
|
1,600
|
37,648
|
---
|
---
|
|
Kimberly A. Capps
|
10,000
|
---
|
---
|
$6.375
|
1/19/2020
|
1,600
|
37,648
|
---
|
---
|
|
William D. Hribovsek
|
10,000
|
---
|
---
|
$6.375
|
1/19/2020
|
1,600
|
37,648
|
---
|
---
|
|
Lora L. Daves
|
---
|
---
|
---
|
n/a
|
n/a
|
1,600
|
37,648
|
---
|
---
|
(1) | Value for fiscal year 2016 is based on the $23.53 closing price of a share of the Company's common stock on the last trading day of fiscal 2016. |
Name
|
Option Awards
|
Stock Awards
|
||
Number of Shares Acquired on
Exercise |
Value Realized on Exercise
(1)
|
Number of Shares Acquired on Vesting
|
Value Realized on Vesting
(2)
|
|
Greg A. Steffens
|
-
|
$ -
|
2,400
|
$ 56,472
|
Matthew T. Funke
|
-
|
-
|
1,600
|
37,648
|
Kimberly A. Capps
|
-
|
-
|
1,600
|
37,648
|
William D. Hribovsek
|
-
|
-
|
1,600
|
37,648
|
Lora L. Daves
|
10,000
|
171,550
|
1,600
|
37,648
|
(1) | Represents dollar value realized upon exercise of stock options, based on the difference between the market value of the shares acquired at the time of exercise and the exercise price. |
(2)
|
Represents the dollar value realized upon vesting of restricted stock award, based on the market value of the shares on the vesting date.
|
Name
|
Name of Compensation
Component or Plan
|
Termination
Without Cause
or Constructive
Termination
|
Change-in-
Control With No Termination |
Termination in
Connection With or
Following a Change
in Control
|
|||||||||
Greg A. Steffens
|
Employment Agreement
(1)
|
$
|
318,295
|
(2)
|
$
|
---
|
$
|
936,719
|
(3)
|
||||
2008 Equity Incentive Plan
|
---
|
56,472
|
(4)
|
56,472
|
(4)
|
||||||||
2003 Stock Option Plan
(5)
|
---
|
---
|
---
|
||||||||||
Matthew T. Funke
|
2008 Equity Incentive Plan
|
---
|
37,648
|
(4)
|
37,648
|
(4)
|
|||||||
2003 Stock Option Plan
(5)
|
---
|
---
|
|||||||||||
Kimberly A. Capps
|
2008 Equity Incentive Plan
|
---
|
37,648
|
(4)
|
37,648
|
(4)
|
|||||||
2003 Stock Option Plan
(5)
|
---
|
---
|
---
|
||||||||||
William D. Hribovsek
|
2008 Equity Incentive Plan
|
---
|
37,648
|
(4)
|
37,648
|
(4)
|
|||||||
2003 Stock Option Plan
(5)
|
---
|
---
|
---
|
||||||||||
Lora L. Daves
|
2008 Equity Incentive Plan
|
---
|
37,648
|
(4)
|
37,648
|
(4)
|
|||||||
2003 Stock Option Plan
(5)
|
---
|
---
|
---
|
(1)
|
Presumes that employment agreement has a full one-year term on June 30, 2016, termination date and that the payout is based on 2016 compensation levels.
|
(2)
|
Represents average of Mr. Steffens' 2016 and 2015 base salary of $312,500 plus $5,795 for health benefits. These amounts would be paid out over the one year term.
|
(3)
|
Represents 299% of Mr. Steffens' Section 280G base amount as of the termination date, in a lump sum, a portion of which may be applied towards health related benefits over three years.
|
(4)
|
Amount represents the value of the executive's unvested shares of restricted stock based on the $23.53 closing price of a share of the Company's stock as of the last trading day of fiscal 2016, which shares would no longer be restricted.
|
(5)
|
No options awarded to executives under this plan are unvested as of June 30, 2016.
|
· | The Audit Committee has reviewed and discussed with the Company's management the Company's fiscal 2016 audited financial statements; |
· | The Audit Committee has discussed with the Company's independent auditors (BKD, LLP) the matters required to be discussed by Statement on Auditing Standards No. 61 and requirements of the Securities and Exchange Commission; |
· | The Audit Committee has received the written disclosures and letter from the independent auditors required by Independence Standards Board No. 1 (which relates to the auditors' independence from the Company and its related entities) and has discussed with the auditors their independence from the Company; and |
· | Based on the review and discussions referred to in the three items above, the Audit Committee recommended to the Board of Directors that the fiscal 2016 audited financial statements be included in the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2016. |
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