Auburn
Bancorp, Inc.
256
Court Street, P.O. Box 3157
Auburn,
Maine 04212
(207)
782-0400
NOTICE
OF
2008
ANNUAL MEETING OF STOCKHOLDERS
To Be
Held On November 18, 2008
NOTICE IS
HEREBY GIVEN that the Annual Meeting of Stockholders (the “Annual Meeting”) of
Auburn Bancorp, Inc. (the “Company”) will be held on Tuesday, November 18, 2008,
at
2:00 p.m., local time, at the
Ramada Inn on Pleasant Street in Lewiston, Maine
, for the following
purposes:
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1.
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To
elect three directors of the Company, each to serve for a three-year term
and until his or her successor is duly elected and
qualified.
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2.
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To
ratify Berry, Dunn, McNeil & Parker as the Company’s independent
registered public accounting firm for the fiscal year ending June 30,
2009.
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3.
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To
transact such other business as may properly come before the Annual
Meeting and any postponement or adjournment
thereof.
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The Board
of Directors of the Company has fixed the close of business on October 14, 2008
as the record date (the “Record Date”) for determination of stockholders
entitled to notice of and to vote at the Annual Meeting and any adjournments or
postponements thereof. In the event that there are not sufficient
votes to approve the foregoing proposals at the time of the Annual Meeting, the
Annual Meeting may be adjourned or postponed in order to permit further
solicitation of proxies by the Company.
The above
matters are described in detail in the accompanying Proxy
Statement.
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By
Order of the Board of Directors
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Claire
D. Thompson
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Chairman
of the Board of Directors
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Auburn,
Maine
Whether
or not you plan to attend the Annual Meeting in person, please complete and sign
the enclosed proxy and return it promptly in the enclosed envelope, which
requires no postage if mailed in the United States. If you attend the
Annual Meeting and desire to withdraw your proxy and vote in person, you may do
so.
If your
shares are in a brokerage or fiduciary account, your broker or bank will send
you a voting instruction form instead of a proxy card. Please follow the
instructions on that form to tell them how to vote your shares. We
encourage you to use the telephone voting option provided with these
forms. Please do not send the voting information form to
us. If you wish to attend the meeting and vote these shares in
person, you must follow the instructions on the voting instruction form to
obtain a legal proxy from your broker or bank.
PROXY
STATEMENT
Auburn
Bancorp, Inc.
256
Court Street, P.O. Box 3157
Auburn,
Maine 04212
(207)
782-0400
2008
ANNUAL MEETING OF STOCKHOLDERS
November
18, 2008
This
Proxy Statement is furnished in connection with the solicitation of proxies on
behalf of the Board of Directors of Auburn Bancorp, Inc. (the “Company”) to be
used at the Annual Meeting of Stockholders of the Company (the “Annual
Meeting”), which will be held on
Tuesday, November 18, 2008 at 2:00 p.m.,
local time, at the Ramada Inn on Pleasant Street in Lewiston, Maine
, and
all adjournments of the Annual Meeting. The accompanying Notice of
Annual Meeting of Stockholders and this Proxy Statement are first being mailed
to stockholders on or about October 23, 2008.
VOTING,
REVOCATION AND SOLICITATION OF PROXIES
The
Company
The
Company is a federally-chartered mid-tier stock holding company that owns all of
the capital stock of Auburn Savings Bank, FSB (the “Bank”). Auburn
Bancorp, MHC, a federally-chartered mutual holding company (the “MHC”) owns
55.0% of the voting stock of the Company. The MHC was formed in
August 2008 as part of the Bank’s reorganization into the mutual holding company
form of organization. All of the directors and officers of the MHC
are also directors and officers, respectively, of the Company.
The MHC’s
shares of the Company’s voting stock are voted according to the direction of the
MHC’s Board of Directors, and it is expected that the MHC will vote “FOR” the
proposals set forth below.
Annual
Meeting
The
Annual Meeting has been called for the following purposes:
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1.
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To
elect three Directors of the Company, each to serve for a three-year term
and until his successor is duly
elected.
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2.
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To
ratify Berry, Dunn, McNeil & Parker as the Company’s independent
registered public accounting firm for the fiscal year ending June 30,
2009.
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3.
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To
transact such other business as may properly come before the Annual
Meeting and any postponement or adjournment
thereof.
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The Board
of Directors knows of no additional matters that will be presented for
consideration at the Annual Meeting. Execution of a proxy, however,
confers on the designated proxy holders discretionary authority to vote the
shares in accordance with their best judgment on such other business, if any,
that may properly come before the Annual Meeting or any adjournments
thereof.
The
persons named as proxies by stockholders may propose and vote for one or more
adjournments or postponements of the Annual Meeting to permit further
solicitation of proxies in favor of the proposals to be considered at the Annual
Meeting.
Mailing
and Record Date
The
Company began mailing this Proxy Statement and enclosed proxy card on or about
October 23, 2008 to all stockholders entitled to vote at the Annual
Meeting. The Board of Directors of the Company fixed the close of
business on October 14, 2008 as the “Record Date.” Only the holders
of record of the Company’s common stock, par value $0.01 per share (the “Common
Stock”), as of the close of business on the Record Date are entitled to vote at
the Annual Meeting. As of the Record Date, the Company had 503,284
shares of Common Stock issued and outstanding. The presence in person
or by proxy of the holders of a majority of the outstanding shares of Common
Stock entitled to vote is necessary to constitute a quorum for the transaction
of business at the Annual Meeting.
Proxies,
Voting and Revocation
Stockholders
who execute proxies in the form solicited hereby retain the right to revoke them
in the manner described below. Unless so revoked, the shares
represented by such proxies will be voted at the Annual Meeting and all
adjournments thereof. Proxies solicited on behalf of the Board of
Directors of the Company will be voted in accordance with the directions given
thereon. Where no instructions are indicated, validly executed
proxies will be voted “FOR” the proposals set forth in this Proxy Statement for
consideration at the Annual Meeting.
Proxies
may be revoked by sending written notice of revocation to the Secretary of
Auburn Bancorp, Inc., 256 Court Street, P.O. Box 3157, Auburn, Maine
04212. Any stockholder who previously returned a proxy may also
revoke such proxy by filing a duly executed proxy bearing a later date, or by
appearing at the Annual Meeting in person, notifying the Secretary, and voting
by ballot at the Annual Meeting. Any stockholder of record attending
the Annual Meeting may vote in person whether or not a proxy has been previously
given, but the mere presence of a stockholder at the Annual Meeting will not
constitute revocation of a previously given proxy (without notifying the
Secretary of an intent to do so).
A quorum
being present, a plurality of the shares of Common Stock voting in person or
represented by proxy at the Annual Meeting is necessary to elect each of the
nominees for director (Proposal One). In addition, a quorum being
present, the affirmative vote of a majority of the votes cast is required for
approval of the proposal to ratify Berry, Dunn, McNeil & Parker as the
Company’s independent registered public accounting firm for the fiscal year
ending June 30, 2009 (Proposal Two).
If the stockholders do not ratify the
Audit Committee’s selection of
Berry, Dunn, McNeil & Parker
, the Audit Committee will consider a
change in auditors for the next year.
Each share of Common
Stock entitles the holder to one vote.
B
roker non-votes, abstentions and
votes withheld for director nominees will be treated as shares that are present
and entitled to vote for the purpose of determining whether a quorum is
present. Abstentions and broker non-votes will not be counted as
voting at the Annual Meeting and, therefore, will have no effect on the outcome
of Proposals One and Two.
Broker
non-votes occur when a broker or other
nominee that holds shares for a beneficial owner does not vote on a
proposal because the broker or other nominee does not have discretionary
authority to vote on the proposal and has not received voting instructions from
the beneficial owner.
Solicitation
and Other Expenses
The
Company will bear the cost of soliciting proxies from its stockholders,
including mailing costs and printing costs in connection with this Proxy
Statement. In addition to the use of the mails, proxies may be
solicited by the directors, officers and certain employees of the Company, and
by personal interview or telephone. These directors, officers, and
employees will not receive additional compensation for the solicitation but may
be reimbursed for reasonable out-of-pocket expenses incurred in connection
therewith. The Company may also make arrangements with brokerage
houses and other custodians, nominees and fiduciaries for the forwarding of
solicitation material to the beneficial owners of shares of the Company’s Common
Stock. The Company may reimburse these custodians, nominees, and
fiduciaries for reasonable out-of-pocket expenses incurred in connection
therewith.
Some banks, brokers and other nominee
record holders may be participating in the practice of “householding” proxy
statements and annual reports. This means that if a household
participates in the householding program, it will receive an envelope containing
one set of proxy materials and a separate proxy card for each stockholder
account in the household. Please vote all proxy cards enclosed in
such a package. The Company will promptly deliver a separate copy of
the proxy statement or proxy card to you if you contact it at the following
address or telephone number: Rachel A. Haines,
Auburn Bancorp, Inc., 256
Court Street, P.O. Box 3157, Auburn, Maine 04212, (207) 782-0400
. If you want to receive
separate copies of the proxy statement or annual report to stockholders in the
future, or if you are receiving multiple copies and would like to receive only
one copy per household, you should contact your bank, broker, or other nominee
record holder, or you may contact the Company at the address or telephone number
above.
Copies of the Company’s Annual Report on
Form 10-K
The
Company will provide to you without charge a copy of the Company’s Annual Report
on Form 10-K for the fiscal year ended June 30, 2008, including the financial
statements and the financial statement schedules, which was filed with the
Securities and Exchange Commission on September 29, 2008,
if you contact it at the following
address or telephone number: Rachel A. Haines,
Auburn Bancorp, Inc., 256
Court Street, P.O. Box 3157, Auburn, Maine 04212, (207) 782-0400
.
SECURITY
OWNERSHIP BY MANAGEMENT AND OTHER STOCKHOLDERS
The
following table sets forth certain information with respect to the number of
shares of the Company’s Common Stock beneficially owned as of October 14, 2008
by (i) beneficial owners of more than 5% of the Common Stock,
(ii) each person who is an executive officer or a director on October 14,
2008 and each nominee for election as a director, and (iii) the current
directors and executive officers of the Company as a group. Unless otherwise
noted, this information has been provided by the persons named in the
table.
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Name
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Number
of
Shares
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Percentage
of
Shares
Outstanding
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Beneficial
Owners of more than 5% of Common Stock
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Auburn
Bancorp,
MHC
256
Court Street, P.O. Box 3157
Auburn,
Maine 04212
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276,806
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(1)
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55.0%
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Directors,
Nominees and Executive Officers
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Bonnie
G.
Adams
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200
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*
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Martha
L.
Adams
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500
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(2)
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*
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August
M.
Berta
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500
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(3)
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*
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Peter
E.
Chalke
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1,000
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*
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Rachel
A.
Haines
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100
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(4)
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*
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Jason
M.
Longley
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—
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*
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M.
Kelly
Matzen
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200
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*
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Sharon
A.
Millett
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2,500
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(5)
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*
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Bruce
M.
Ray
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3,600
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(6)
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*
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Philip
R. St.
Pierre
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2,400
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(7)
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*
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Allen
T.
Sterling
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2,500
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(8)
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*
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Claire
D.
Thompson
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1,500
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(9)
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*
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All
directors and executive officers as a group (12 persons)
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15,000
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3.0%
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________________
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(1)
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The
Board of Directors of the MHC, which consists of the same individuals who
are directors of the Company, directs the voting of the shares of the
Company’s common stock held by the MHC.
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(2)
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Shares
owned jointly with Ms. Adams’ spouse.
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(3)
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Shares
owned jointly with Mr. Berta’s spouse.
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(4)
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Shares
owned jointly with Ms. Haines’ spouse.
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(5)
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Shares
owned jointly with Ms. Millett’s spouse.
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(6)
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Shares
held through Mr. Ray’s IRA.
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(7)
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Includes
400 shares owned jointly with Mr. St. Pierre’s spouse.
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(8)
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Shares
held through Mr. Sterling’s IRA.
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(9)
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Includes
500 shares owned by Ms. Thompson’s spouse as to which Ms. Thompson
disclaims beneficial ownership.
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*
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Represents
less than 1%.
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PROPOSAL
1 - ELECTION OF DIRECTORS
The
Company has a classified Board of Directors consisting of eight members who are
elected for terms of three years. The Company’s articles of
organization and by-laws provide that the directors be allocated among three
classes equally or as nearly equally as possible. Accordingly, two
classes will have three directors and one class will have two
directors. The Board of Directors has nominated M. Kelly Matzen,
Allen T. Sterling and Philip R. St. Pierre to be re-elected as directors at the
Annual Meeting, each to serve for a three-year term and until his respective
successor is duly qualified and elected.
It is
intended that the proxies solicited on behalf of the Board of Directors (other
than proxies in which the vote is withheld as to the nominee) will be voted at
the Annual Meeting “FOR” the election of the nominees identified
above. If a nominee is unable to serve, the shares represented by all
such proxies will be voted for the election of such substitute as the Board of
Directors may recommend. At this time, the Board of Directors knows
of no reason why any nominee might be unable to serve, if
elected. Except as indicated herein, there are no arrangements or
understandings between any nominee and any other person pursuant to which such
nominee was selected.
The
Board of Directors recommends that stockholders vote “FOR” the election of each
of the nominees for director named herein. In addition, it is
expected that the MHC will vote “FOR” the election of each of the nominees for
director named herein.
Information Regarding Directors and Executive
Officers
The table
below sets forth certain information, as of October 14, 2008, supplied by each
person who is currently a director and will continue to be a director following
the Annual Meeting, each nominee for election as a director, and each executive
officer of the Company with respect to the person’s age, position(s) held with
the Company, the year in which the person began serving as a director of the
Bank and the year in which the person’s term as a director of the Company
expires.
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Name
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Position(s)
Held
With
the Company
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Age
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Director
of
the Bank
Since
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NOMINEES
FOR DIRECTOR
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M.
Kelly Matzen
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Director
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61
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2001
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Allen
T. Sterling
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President
and Chief Executive Officer
and
Director
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55
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2008
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Philip
R. St. Pierre
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Vice
Chairperson, Director
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53
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1995
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OTHER
DIRECTORS
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Directors
with terms ending in 2009
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August
M. Berta
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Director
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80
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1981
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Peter
E. Chalke
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Director
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59
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1998
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Sharon
A. Millett
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Director
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60
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2004
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Directors
with terms ending in 2010
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Bonnie
G. Adams
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Director
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60
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1998
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Claire
D. Thompson
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Chairperson,
Director
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57
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1984
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EXECUTIVE
OFFICERS WHO ARE NOT DIRECTORS
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Bruce
M. Ray
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Senior
Vice President and
Senior
Loan Officer
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59
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—
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Martha
L. Adams
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Senior
Vice President and
Operations
Officer
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44
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—
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Rachel
A. Haines
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Senior
Vice President and Treasurer
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41
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—
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Jason
M. Longley
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Vice
President and
Commercial
Loan Officer
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28
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—
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The business experience for the past
five years for each nominee for election as a director, for each person who is
currently a director and will continue to be a director following the Annual
Meeting, and each executive officer is as follows:
Nominees
for Director
M. Kelly Matzen
is a Senior
Partner at the law firm of Trafton & Matzen, LLP, where he has worked since
1973. He is a director and Vice Chair of the Finance Authority of
Maine. Mr. Matzen has served as a director of the Bank since 2001 and
of the Company since its formation in 2008.
Allen T. Sterling
has served
as President and Chief Executive Officer of the Bank since June 1996 and as a
director of the Bank and the Company since 2008. Prior to joining the Bank, Mr.
Sterling was the Chief Financial Officer of Skowhegan Savings Bank, in
Skowhegan, Maine, from 1973 to 1994.
Philip R. St. Pierre
has
owned and operated Victor News Company Inc., a convenience store located in
Lewiston, Maine, since 1984. Mr. St. Pierre has served as a director
of the Bank since 1995, as Vice Chairperson of the Bank since 2001 and as a
director of the Company since its formation in 2008.
Other
Directors
Bonnie G. Adams
retired as a
small business owner in the travel industry in 2003. Since then, she
has served as Director of Major Gifts and Annual Giving for Maine Public
Broadcasting from 2003 to 2004 and as a hotel manager from 2004 to
2007. Ms. Adams is currently the personal representative for Bo-Ed,
Inc., a commercial real estate developer. Ms. Adams has served as a director of
the Bank since 1998 and of the Company since its formation in 2008.
August M. Berta
retired as
Chief Executive Officer of the Bank in 1996, after serving as Chief Executive
Officer from 1981 to 1996. Mr. Berta has served as a director of the
Bank since 1981 and of the Company since its formation in 2008.
Peter E. Chalke
is the
President and Chief Executive Officer of Central Maine Medical Center and
Central Maine Healthcare. Mr. Chalke has served as a director of the
Bank since 1998 and of the Company since its formation in 2008.
Sharon A. Millett
is
President and Owner of Millett Realty, Inc., a commercial and residential real
estate firm, where she has worked since 1989. She is Chairman of the
Board of St. Mary’s Health System, the Maine Association of Realtors, the Maine
Real Estate Information System and the National Association of
Realtors. Ms. Millett has served as a director of the Bank since 2004
and of the Company since its formation in 2008.
Claire D. Thompson
is a CPA
and shareholder at Austin Associates, PA, where she has worked since
1982. Ms. Thompson has served as a director of the Bank since 1984,
as Chairperson of the Bank since 1998 and as a director and Chairperson of the
Company since its formation in 2008.
Executive
Officers Who Are Not Directors
Bruce M. Ray
has served as
Senior Vice President and Senior Loan Officer since 1997. Prior to
1997, he served as Vice President and Lender at Mechanics Savings Bank from 1980
to 1996 and as Mortgage Loan Officer at Skowhegan Savings Bank from 1972 to
1980.
Martha L. Adams
has served as
Senior Vice President and Operations Officer since 2005, and has been employed
at the Bank since December 2000.
Rachel A. Haines
has served
as Senior Vice President and Treasurer since 2005, and has been employed at the
Bank since April 1986.
Jason M. Longley
has served
as Commercial Loan Officer since 2005 and as Vice President since 2007, and has
been employed at the Bank since 2005. Prior to joining the Bank, Mr.
Longley was a Commercial Loan Analyst at Mechanic’s Savings Bank in Auburn,
Maine from 2003 to 2005.
Meetings
and Committees of the Board of Directors
We conduct business through meetings of
our Board of Directors and its committees. During the fiscal year ended June 30,
2008, the Board of Directors of the Bank met 20 times. The Company’s
Board of Directors has determined that each member of the Board of Directors,
other than Allen Sterling, our President and Chief Executive Officer, is
independent in accordance with the listing standards of the Nasdaq Global
Market.
In
connection with the formation of Auburn Bancorp, Inc., the Board of Directors
established an Audit Committee, a Compensation Committee and a Nominating and
Corporate Governance Committee.
The Audit Committee consists of Claire
D. Thompson (Chairperson), Sharon A. Millett and Philip R. St. Pierre. The Audit
Committee is responsible for providing oversight relating to our financial
statements and financial reporting process, systems of internal accounting and
financial controls, internal audit function, annual independent audit and the
compliance and ethics programs established by management and the board. Each
member of the Audit Committee is independent in accordance with the listing
standards of the Nasdaq Global Market. The Board of Directors of the Company has
designated Claire D. Thompson as an audit committee financial expert under the
rules of the Securities and Exchange Commission. The Company’s Audit Committee
operates under a written charter, which governs its composition,
responsibilities and operations, and which is available on the Company’s web
site at www.auburnsavings.com.
The Compensation Committee consists of
Peter E. Chalke (Chairperson), M. Kelly Matzen and Sharon A. Millett. The
Compensation Committee is responsible for determining the compensation of our
Chief Executive Officer and our other executive officers, or for recommending
the compensation of such persons to the full Board of Directors for
approval. Under its charter, the Compensation Committee may establish
and delegate authority to one or more subcommittees consisting of one or more of
its members. The Compensation Committee may seek recommendations
regarding the amount or form of compensation to directors and members of senior
management, but may not delegate final determination of compensation to members
of senior management to anyone other than the Compensation Committee or the
Board of Directors. Allen T. Sterling, as President and Chief
Executive Officer, recommends raises for senior staff members other than himself
to the Compensation Committee, which reviews those recommendations and then
seeks approval of the full Board of Directors. Each member of the
Compensation Committee is independent in accordance with the listing standards
of the Nasdaq Global Market. The Compensation Committee operates under a written
charter, which governs its composition, responsibilities and operations, and
which is available on the Company’s web site at
www.auburnsavings.com.
The Nominating and Corporate Governance
Committee consists of M. Kelly Matzen (Chairperson), Bonnie G. Adams and August
M. Berta. The Nominating and Corporate Governance Committee is responsible for
selecting director nominees, or recommending the selection of director nominees
to the full Board of Directors, and for developing and recommending corporate
governance principles for Auburn Bancorp, Inc. as a whole. Each
member of the Nominating and Corporate Governance Committee is independent in
accordance with the listing standards of the Nasdaq Global Market. The
Nominating and Corporate Governance Committee operates under a written charter,
which governs its composition, responsibilities and operations, and which is
available on the Company’s web site at www.auburnsavings.com.
Currently, all of the Directors of the
Company also serve on the Board of Directors of the Bank. The Bank’s Board of
Directors has also established five additional committees—the Asset and
Liability Committee, the Community Reinvestment Committee, the Marketing
Committee, the Compliance Committee and the Loan Committee.
Compensation
Committee Interlocks and Insider Participation
None of
the members of the Compensation Committee has ever served as an officer or
employee of the Company or the Bank.
No
executive officer of the Company served (i) as a member of the Compensation
Committee of another entity, one of whose executive officers served on the
Compensation Committee of the Company,
(ii) as a director of another entity, one of whose executive
officers served on the Compensation Committee of the Company, or (iii) as a
member of the Compensation Committee of another entity, one of whose executive
officers served as a director of the Company.
Section 16(a)
Beneficial Ownership Reporting Compliance
The
Common Stock was registered pursuant to Section 12(g) of the Exchange Act
on August 14, 2008. Effective on that date, the officers and directors of the
Company and beneficial owners of 10% or more of the Common Stock (each a “10%
Beneficial Owner”) are required to file reports on Forms 3, 4 and 5 with the SEC
disclosing beneficial ownership and changes in beneficial ownership of the
Common Stock. Because the Company had not been formed and its common
stock had not been registered as of June 30, 2008, the reporting requirements
were not applicable to the Company’s executive officers and directors, and there
were no transactions in Company’s Common Stock during the year ended June 30,
2008.
Director
Nomination Process
The
Nominating and Corporate Governance Committee of the Board of Directors (the
“Nominating Committee”) is responsible for identifying individuals qualified to
become board members, consistent with criteria approved by the Board, and
recommending that the Board select the director nominees for election at each
annual meeting of stockholders.
Before
recommending a nominee for election to the Board of Directors, the Nominating
Committee must be satisfied that the nominee meets certain minimum
qualifications set forth in its charter, including the highest personal and
professional integrity, demonstrated exceptional ability and judgment, and a
willingness and ability to represent all of the stockholders of the Company. The
Company’s By-laws also specify that no person seventy-five (75) years of age
shall be eligible for election, re-election, appointment or
re-appointment. This age limit does not apply to any director serving
on August 15, 2008.
The
Nominating Committee will also recommend that the Board select nominees to help
ensure that a majority of the Board of Directors meets the independence
standards established by the Board, that each of the Audit, Compensation and
Nominating Committees are comprised entirely of independent directors, and that
at least one member of the Audit Committee qualifies as an audit committee
financial expert, as defined under the federal securities laws. In
addition to the minimum qualifications and other criteria for Board membership
approved by the Board of Directors from time to time, the Nominating Committee
will consider all facts and circumstances that it deems appropriate or advisable
when recommending that the Board of Directors select nominees for
director.
The
Nominating Committee will identify candidates for election to the Board of
Directors through any or all of the following sources: non-employee directors,
the Chief Executive Officer and other executive officers of the Company,
third-party search firms, or any other source it deems
appropriate. Candidates are evaluated based upon their backgrounds
and interviews with members of the Nominating Committee. The
Nominating Committee evaluates all proposed candidates for director in the same
manner, without regard to whether the nominee has been recommended by a
stockholder or otherwise. Upon identifying qualified candidates to
become members of the Board of Directors, the Nominating Committee recommends
that the Board of Directors nominate the candidate to be elected at the next
annual meeting of the stockholders.
The Nominating Committee will
consider director candidates recommended by stockholders. Stockholders who wish
to recommend to the Nominating Committee candidates for election to the Board of
Directors must do so in writing. The recommendation should be sent to
the attention of Corporate
Secretary, Auburn Bancorp, Inc., 256 Court Street, P.O. Box 3157, Auburn,
Maine 04212, who will forward the recommendation to the Nominating
Committee. The recommendation must set forth (i) the name and address of
record of the stockholder, (ii) the class and number of shares of stock of
the Company beneficially owned by such stockholder, and (iii) the name of
the candidate and all information relating to the candidate that is required to
be disclosed in solicitations of proxies for election of directors under the
federal proxy rules. The recommendation must be accompanied by the candidate’s
written consent to being named in the Company’s proxy statement as a nominee for
election to the Board and to serving as a director, if elected.
Stockholders
also have the right under our by-laws to nominate directly director candidates,
without any action or recommendation on the part of the Nominating Committee of
the Board of Directors by following the procedures set forth in the section
entitled “Stockholder Proposals” below.
Communications
with the Board of Directors
The
Company’s stockholders may send communications to the Board of Directors or to
individual members by writing to them, in care of Corporate Secretary, Auburn
Bancorp, Inc., 256 Court Street, P.O. Box 3157, Auburn, Maine 04212, who will
forward the communication to the intended director or directors. If
the stockholder wishes the communication to be confidential, then the
communication should be provided in a form that will maintain
confidentiality.
Attendance
at Annual Meetings
The
Company’s policy is to encourage attendance by all directors at annual meetings
of stockholders. The Annual Meeting to be held on Tuesday, November
18, 2008 will be the first annual meeting of the Company’s stockholders since
its formation.
Code
of Ethics
The Company has adopted a Code of
Ethics, as defined under the federal securities laws. The Code of Ethics applies
to all directors, officers and employees of the Company, the MHC and the Bank.
The Company filed a copy of the Code of Ethics with the SEC as Exhibit 14.1 to
its Annual Report on Form 10-K for the fiscal year ended June 30, 2008
.
The Code of Ethics
addresses conflicts of interest, the treatment of confidential information,
general employee conduct and compliance with applicable laws, rules and
regulations. In addition, the Code of Ethics is designed to deter wrongdoing and
to promote honest and ethical conduct, the avoidance of conflicts of interest,
full and accurate disclosure and compliance with all applicable laws, rules and
regulations.
Directors’
Compensation
Each non-employee director of the
Company and the Bank receives $390 per meeting of the Board of Directors, except
for the Chairperson, who receives $525 per meeting and the Vice Chairperson, who
receives $415 per meeting. Directors also receive annual retainers for their
service on the Board of Directors of the Company equal to $1,250 for each
non-employee director, except for the Chairperson, who receives an annual
retainer of $2,500 and the Vice Chairperson, who receives an annual retainer of
$1,750. In addition, each member of a committee of either the Company
or the Bank receives $200 per meeting, except that Ms. Thompson, as Chair of the
Audit Committee, receives $225 for each meeting of the Audit Committee, Mr.
Chalke, as Chair of the Compensation Committee, receives $225 for each meeting
of the Compensation Committee, and Mr. Matzen, as Chair of the Nominating
Committee, receives $225 for each meeting of the Nominating
Committee. Ms. Thompson, Mr. Berta and Mr. St. Pierre, who are
members of the Bank’s ALCO, Compliance and Marketing Committees, respectively,
also receive $200 for each meeting of those
committees. Directors do not receive per meeting fees for any meeting
that they do not attend. In the event that the Board of Directors of
the Company meets immediately before or after a meeting of the Bank’s Board of
Directors, the directors will not receive compensation with respect to the
Company Board meeting.
In 2008,
the Company engaged New England Business Advisors, Inc. (“NEBA”) to make
recommendations regarding the compensation structure for the Board of
Directors. NEBA delivered its recommendations, which were based on
financials institutions with similar size and corporate structure as the Company
and the Bank and on the geographic region in which the Bank and the Company
operate, in August 2008. The Board of Directors considered NEBA’s
report in determining the appropriate compensation to pay to the Board of
Directors, but ultimately decided to pay less than the recommended amounts for
retainers and for meetings of the Board of Directors as a whole. NEBA
also provided recommendations regarding salary ranges for employees of the Bank
at all levels, which were considered by the Board of Directors in setting
salaries.
The following table provides
compensation information for each director of the Bank for the fiscal year ended
June 30, 2008. Allen T. Sterling, who has served as a director of the
Bank, the Company and the MHC since the reorganization and stock offering in
August 2008, did not serve as a director of the Bank during the fiscal year
ended June 30, 2008.
|
Name
|
|
Fees
Earned
or Paid in
Cash
|
|
|
All
Other Compensation (1)
|
|
|
Total
|
|
|
Bonnie
G.
Adams
|
|
$
|
7,350
|
|
|
$
|
—
|
|
|
$
|
7,350
|
|
|
August
M.
Berta
|
|
|
6,825
|
|
|
|
—
|
|
|
|
6,825
|
|
|
Peter
E.
Chalke
|
|
|
5,600
|
|
|
|
—
|
|
|
|
5,600
|
|
|
M.
Kelly
Matzen
|
|
|
6,475
|
|
|
|
—
|
|
|
|
6,475
|
|
|
Sharon
A.
Millett
|
|
|
5,425
|
|
|
|
—
|
|
|
|
5,425
|
|
|
Philip
R. St.
Pierre
|
|
|
8,225
|
|
|
|
—
|
|
|
|
8,225
|
|
|
Claire
D.
Thompson
|
|
|
7,650
|
|
|
|
—
|
|
|
|
7,650
|
|
____________________
|
(1)
|
The
Bank makes payments for travel accident and felonious assault insurance
coverage for each director, which totaled $51 in fiscal
2008.
|
Executive
Compensation
Summary Compensation Table.
The following table sets forth for the fiscal years ended June 30, 2007
and 2008 certain information as to the total remuneration paid by the Bank to
its Chief Executive Officer, who is the only executive officer to receive annual
compensation in excess of $100,000.
|
Name
and principal position
|
|
Fiscal
Year
|
|
Salary
|
|
|
Bonus
|
|
|
All
Other Compensation
|
|
|
Total
|
|
|
Allen
T. Sterling
President
and
Chief
Executive Officer
|
|
2007
|
|
$
|
100,397
|
|
|
$
|
1,511
|
|
|
$
|
6,550
|
(1)
|
|
$
|
108,458
|
|
|
|
|
2008
|
|
|
103,469
|
|
|
|
2,074
|
|
|
|
6,548
|
(2)
|
|
|
112,391
|
|
____________________
|
(1)
|
Consists
of employer matching contributions under the Auburn Savings & Loan
401(k) Plan of $525 and premiums for medical, life and disability
insurance of $6,025.
|
|
(2)
|
Consists
of employer matching contributions under the Auburn Savings & Loan
401(k) Plan of $1,025 and premiums for medical, life and disability
insurance of $5,523.
|
Bonus
Plan
The Bank maintains an incentive program
to reward employees when the Bank meets or exceeds the performance criteria
determined annually by the Board of Directors. All employees who have
satisfactorily completed one year of employment and who were in the employ of
the Bank as of fiscal year-end are eligible to participate in the performance
bonus system. Incentive payments are paid at the discretion of the
Board of Directors. The Board of Directors may, at any time, vote to
suspend or amend the incentive program if they feel it is necessary for the
prudent operation of the Bank to do so. For fiscal 2008, each
employee of the Bank received a bonus between 1.0% and 2.0% of his or her
salary, depending on his or her level of responsibility. Mr. Sterling
received a bonus equal to 2.0% of his salary.
Employment
Agreements
In connection with the August 2008
reorganization of the Bank into the mutual holding company form of organization,
the Bank entered into an employment agreement with Mr. Sterling. In
September 2008, Mr. Sterling’s base salary was increased from $103,700 to
$109,900. The employment agreement provides for a two-year initial
term, subject to annual renewal by the Board of Directors for an additional year
beyond the then-current expiration date. The agreement provides for
Mr. Sterling’s participation in discretionary bonus and other incentive
compensation programs sponsored or awarded from time to time to senior
management employees. The agreement also provides for Mr. Sterling’s
participation in employee benefit plans and programs maintained for the benefit
of employees generally, including retirement and stock-based compensation plans,
life insurance and medical and dental insurance plans.
Upon termination of employment for
cause, as defined in the agreement, Mr. Sterling will receive no further
compensation or benefits under the agreement. If Mr. Sterling is terminated
without cause, or if he resigns within 90 days after an event constituting “good
reason” under the agreement, he will receive a lump sum payment in an amount
equal to his base salary for one year. Mr. Sterling may also continue
to participate in the Bank’s medical, dental and life insurance plans for the
twelve calendar months following such termination, subject to the terms and
conditions of such plans.
“Good reason” exists under the
agreement if, without Mr. Sterling’s express written consent, any of the
following occur: (i) a material reduction in Mr. Sterling’s responsibilities or
authority in connection with his employment with the Bank; (ii) assignment to
Mr. Sterling of duties of a non-executive nature or
duties for which he is not reasonably equipped by his skills and
experience; (iii) failure to nominate or re-nominate Mr. Sterling to the Board;
(iv) a reduction in salary or benefits contrary to the terms of the agreement
or, any reduction in salary or material reduction in benefits following a change
in control; (v) a termination of incentive and benefit plans, programs or
arrangements that materially reduce their aggregate value, or reduction of Mr.
Sterling’s participation, that is not applicable to other executive officers;
(vi) a requirement that Mr. Sterling relocate his principal business office or
his principal place of residence outside of a thirty-five mile radius from the
current main office and any branch of the Bank, or the assignment of duties that
would reasonably require such a relocation; or (vii) liquidation or dissolution
of the Bank. A reduction or elimination of Mr. Sterling’s benefits
under one or more benefit plans, programs or arrangements as part of a good
faith, overall reduction or elimination of such plans or benefits, applicable to
all participants in a manner that does not discriminate against Mr. Sterling, is
not an event of good reason or a material breach of the agreement, if benefits
of the same type are not available to other officers of the Bank or any
affiliate under a plan or plans in or under which Mr. Sterling is not entitled
to participate.
If,
within one year following a “change in control,” we terminate Mr. Sterling
without cause, or if he resigns for good reason as defined above, he will
receive a lump sum payment in an amount equal to two times his average taxable
compensation (as reported on Form W-2) for the five preceding
years. Mr. Sterling may also continue to participate in the Bank’s
medical, dental and life insurance plans until the earliest of Mr. Sterling’s
death, employment with another employer or 24 months after his
termination. If Mr. Sterling had been terminated in connection with a
change of control on June 30, 2008, he would have been entitled to a severance
payment of $190,685 under the terms of his proposed employment
agreement.
A “change in control” means any of the
following: (i) a merger of Auburn Bancorp, Inc. into or consolidation with
another entity, or the merger of another corporation into Auburn Bancorp, Inc.
if Auburn Bancorp, Inc. stockholders before the merger or consolidation hold
less than a majority of the combined voting power of the resulting corporation
immediately after the merger; (ii) a Schedule 13D or another form or schedule
discloses that the filing person or persons acting in concert (other than Auburn
Bancorp, MHC) is the beneficial owner of 25% or more of a class of Auburn
Bancorp, Inc.’s voting securities; (iii) during any two-year period, individuals
who constitute the Board of Directors at the beginning of the period and any
directors elected by at least 2/3 of those directors no longer constitute at
least a majority of the Board of Directors; or (iv) the Company or the Bank
sells to a third party all or substantially all of its assets. The
conversion the MHC from mutual to stock form, i.e., a “second step conversion,”
is not a “change in control” for purposes of the agreement.
The agreement provides for the
reduction of change in control payments to Mr. Sterling to the extent necessary
to ensure that they will not constitute or contribute to the creation of “excess
parachute payments” under Section 280G of the Internal Revenue Code, and
therefore will not (i) result in a loss of our deduction for compensation
expense associated with such excess parachute payments, or (ii) be subject to
the 20% excise tax imposed on such payments under Section 4999 of the Internal
Revenue Code.
We are required to pay Mr. Sterling for
reasonable costs and attorneys’ fees associated with the successful legal
enforcement of our obligations under the employment agreement. Upon termination
of employment other than involuntary termination in connection with a change in
control, Mr. Sterling will be required to adhere to one-year non-competition and
non-solicitation provisions.
Other than the employment agreement
with Mr. Sterling described above, the Company has not entered into any
agreements providing for payments to with any Named Executive Officer upon his
or her resignation, retirement or other termination or in connection with a
change in control of the Company.
Benefit
Plans
401(k)
Plan
. The Bank maintains the Auburn Savings & Loan 401(k) Plan, which
is a tax-qualified profit sharing plan (including a tax-exempt trust in which
plan assets are held) with a salary deferral feature under Section 401(k) of the
Code (the “401(k) Plan”). All employees (excluding non-resident aliens and
certain union employees) who have attained age 21 and have completed three
months of employment are eligible to participate. Under the 401(k) Plan,
participants are permitted to make salary reduction contributions in any amount
from a minimum of 2% to a maximum of 15% of covered compensation. For these
purposes, “covered compensation” consists of wages reported on federal income
tax form W-2, with all pre-tax contributions added, subject to the annual limits
imposed under the Internal Revenue Code ($230,000 for 2008). The Bank may make
matching contributions with respect to a plan year in an amount determined by
the Bank in its discretion, subject to the annual limits imposed by the Internal
Revenue Code. Employer matching contributions vest at a rate of 20%
per year and are fully vested after five years. All employee
contributions and earnings thereon are fully and immediately vested. A
participant may request withdrawal of salary reduction contributions (and
associated earnings) in the event the participant suffers a financial hardship.
The 401(k) Plan permits loans to participants, subject to the limits and
security requirements imposed by the Internal Revenue Code. The 401(k) Plan
permits employees to direct the investment of their own accounts into the
various investment options available under the 401(k) Plan. Participants are
entitled to benefit payments upon termination of employment, including
termination due to normal retirement,
disability or death. Benefits will be
distributed in the form of lump sum.
Employee Stock
Ownership Plan.
In connection with the reorganization and stock offering,
the Bank adopted an employee stock ownership plan for eligible employees of the
Bank. Eligible employees who have attained age 21 and have been employed by us
for three months on August 15, 2008 are eligible to participate in the plan.
Thereafter, new employees of the Bank who have attained age 21 and completed
1,000 hours of service during a continuous 12-month period will be eligible
to participate in the employee stock ownership plan as of the first entry date
following completion of the plan’s eligibility requirements.
The Bank’s Board of Directors will
administer the employee stock ownership plan and has appointed the members of
the Compensation Committee of the Company, as constituted from time to time, to
serve as the trustees of the employee stock ownership plan. The
employee stock ownership plan purchased 17,262 shares of common stock in the
stock offering, equal to 3.43% of the shares of common stock sold in the stock
offering. The employee stock ownership plan funded its purchase in the stock
offering from through a loan from the Company. The loan was equal to $172,620,
100% of the aggregate purchase price of the common stock. The loan to the
employee stock ownership plan will be repaid principally from the Bank’s
contributions to the employee stock ownership plan and dividends payable, if
any, on common stock held by the employee stock ownership plan over the
fifteen-year term of the loan. The interest rate for the employee stock
ownership plan loan is 5.0% per annum
.
Shares purchased by the employee stock
ownership plan with the proceeds of the employee stock ownership plan loan will
be held in a suspense account and released on a pro rata basis as the loan is
repaid. Shares released from the suspense account will be allocated among
participants on the basis of each participant’s proportional share of
compensation.
Participants
will vest in the benefits allocated under the employee stock ownership plan at a
rate of 20% per year for each year of continuous service with the Bank over a
five-year period, with credit given to participants for years of service with
the Bank prior to the adoption of the plan. A participant will become
fully vested at retirement, upon death or disability or upon termination of the
employee stock ownership plan. Benefits are generally distributable upon a
participant’s separation from service. Any
unvested shares that are forfeited upon a participant's termination of
employment will be reallocated among the remaining plan
participants.
Plan participants will be entitled to
direct the plan trustees on how to vote common stock credited to their accounts.
The trustees will vote allocated shares held in the employee stock ownership
plan as instructed by the plan participants and unallocated shares and allocated
shares for which no instructions are received will be voted in the same ratio on
any matter as those shares for which instructions are given, subject to the
fiduciary responsibilities of the trustees.
Under
applicable accounting requirements, compensation expenses for a leveraged
employee stock ownership plan is recorded at the fair market value of the
employee stock ownership plan shares when committed to be released to
participants accounts.
The employee stock ownership plan is
intended to meet the requirements of Section 401(a) of the Internal Revenue Code
as an employee stock ownership plan within the meaning of Section 4975(e) and to
satisfy the applicable requirements of the Employee Retirement Income Security
Act of 1974, as amended. We intend to request a favorable determination letter
from the Internal Revenue Service regarding the tax-qualified status of the
employee stock ownership plan. We expect, but cannot guarantee, that
a favorable determination letter will be received.
Future Equity
Incentive Plan.
In the future, we plan to adopt an equity incentive plan
that will provide for grants of stock options and restricted stock awards to our
officers and directors. In accordance with applicable regulations, the number of
stock options granted under the plan may not exceed 4.90% of the total shares
issued in the stock offering, including shares issued to the MHC, and the number
of shares of restricted stock awarded under the plan may not exceed 1.47% of the
total shares issued in the stock offering.
We may fund the equity incentive plan
through the purchase of common stock in the open market by a trust established
in connection with the plan or from authorized, but unissued, shares of the
Company’s common stock. The acquisition of additional authorized, but unissued,
shares by the equity incentive plan after the stock offering would dilute the
interests of existing stockholders.
We will grant all stock options at an
exercise price equal to 100% of the fair market value of the stock on the date
of grant. We will grant restricted stock awards at no cost to recipients.
Restricted stock awards and stock options generally will vest ratably over a
five-year period (or as otherwise permitted by the Office of Thrift
Supervision), but we may also make vesting contingent upon the satisfaction of
performance goals established by the Board of Directors or the committee charged
with administering the equity incentive plan. All outstanding awards will
accelerate and become fully vested upon a change in control of the
Company.
The
equity incentive plan will comply with all applicable Office of Thrift
Supervision regulations. The equity incentive plan cannot be established sooner
than six months after the stock offering. We will submit the equity
incentive plan to stockholders for their approval, at which time we will provide
stockholders with detailed information about the plan. Under current Office of
Thrift Supervision regulations, the equity incentive plan must be approved by a
majority of the total votes cast by our stockholders (excluding votes cast by
the MHC).
Related
Party Transactions
The Company complies with and operates
in a manner consistent with legislation regulating extensions of credit to or
for the benefit of its directors and executive officers, such that any such
extensions of credit (i) are made on terms that are substantially the same
as, and follow credit underwriting procedures that are not less stringent than,
those prevailing for comparable transactions with persons unaffiliated with the
Company and that do not involve more than the normal risk of repayment or
present other unfavorable features, and (ii) do not exceed certain limitations
on the amount of credit extended to such persons, individually and in the
aggregate, which limits are based, in part, on the amount of the Bank’s capital.
In addition, extensions of credit in excess of certain limits must be approved
by the Bank’s Board of Directors.
Certain
directors and officers of the Company and the Bank and members of their
immediate family are at present, as in the past, customers of the Bank and have
transactions with the Bank in the ordinary course of business. In
addition, certain of the directors are at present, as in the past, also
directors, officers or stockholders of corporations or members of partnerships
that are customers of the Bank and have transactions with the Bank in the
ordinary course of business. Such transactions for the directors and
officers of the Company and the Bank and their families and with such
corporations and partnerships were made in the ordinary course of business, were
made on substantially the same terms, including interest rates and collateral on
loans, as those prevailing at the time for comparable transactions with other
persons and did not involve more than the normal risk of collectibility or
present other features unfavorable to the Bank.
Loans and Extensions of
Credit
The aggregate amount of loans by the
Bank to its executive officers and directors, and members of their immediate
families, was $599,000 at June 30, 2008. As of that date, these loans were
performing according to their original terms. At June 30, 2007 and June 30,
2006, the aggregate amount of loans by the Bank to its executive officers and
directors, and members of their immediate families, was $656,000 and $699,000,
respectively. The outstanding loans made to our directors and executive
officers, and members of their immediate families, were made in the ordinary
course of business, were made on substantially the same terms, including
interest rates and collateral, as those prevailing at the time for comparable
loans with persons not related to the Bank, and did not involve more than the
normal risk of collectibility or present other unfavorable features. Each loan
was ratified by a majority of the Bank’s independent directors who did not have
an interest in the transactions.
Deposits
Deposits from the Bank’s executive
officers and directors, and members of their immediate families, held by the
Bank at June 30, 2008, 2007 and 2006 amounted to $1.6 million, $1.4 million and
$929,000, respectively.
PROPOSAL
2 - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING
FIRM
The Board
of Directors of the Company has approved the engagement of Berry, Dunn, McNeil
& Parker to be the Company’s independent registered public accounting firm
for the 2009 fiscal year. At the Annual Meeting, stockholders will
consider and vote on the ratification of the engagement of Berry, Dunn, McNeil
& Parker, for the Company’s fiscal year ending June 30, 2009.
If the stockholders do not ratify the
Audit Committee’s selection of
Berry, Dunn, McNeil & Parker
, the Audit Committee will consider a
change in auditors for the next year.
Berry, Dunn, McNeil
& Parker served as the Company’s independent registered public accounting
firm for the fiscal year ended June 30, 2008. A representative of Berry,
Dunn, McNeil & Parker is expected to attend the Annual Meeting to respond to
appropriate questions and to make a statement if he or she so
desires.
Additional
Audit Information
The
following table sets forth the aggregate fees billed by Berry, Dunn, McNeil
& Parker for each of the Company’s last two fiscal years.
|
|
|
Fiscal
Year
2008
|
|
|
Fiscal
Year
2007
|
|
|
Audit
Fees
|
|
$
|
144,049
|
(1)
|
|
$
|
19,217
|
|
|
Audit-Related
Fees
|
|
|
13,929
|
(2)
|
|
|
285
|
|
|
Tax
Fees
|
|
|
11,081
|
(3)
|
|
|
3,000
|
|
|
All
Other Fees
|
|
|
—
|
|
|
|
1,250
|
|
|
Total
Fees
|
|
$
|
169,059
|
|
|
$
|
23,752
|
|
____________________
|
(1)
|
Includes
$84,532 for audit work related to the Company’s Registration Statement on
Form S-1.
|
|
(2)
|
Includes
$11,964 for issuance of a comfort letter and audit-related work in
connection with the reorganization and stock
offering.
|
|
(3)
|
Includes
$6,200 related to Berry, Dunn, McNeil & Parker’s state tax opinion on
the reorganization and stock
offering.
|
The Audit
Committee pre-approves all auditing and non-audit services provided to the
Company by the Company’s independent registered public accounting firm (except
for certain de minimus non-audit services and auditing services within the scope
of an approved engagement of the independent registered public accounting
firm). Both the Company and the Audit Committee were formed in August
2008. The Board of Directors of the Bank pre-approved all of the
auditing and non-audit services provided to the Bank by Berry, Dunn, McNeil
& Parker in the fiscal year ended June 30, 2008.
On September 19, 2006, the Bank
appointed Berry, Dunn, McNeil & Parker as its independent accountants and
dismissed Baker Newman Noyes, LLC, which had performed an audit of its financial
statements as of and for the year ended June 30, 2006. The Bank’s Board of
Directors participated in and approved decision to change independent
accountants. Baker Newman Noyes, LLC’s report on the Bank’s financial
statements as of and for the fiscal year ended June 30, 2006 did not contain an
adverse opinion or a disclaimer of opinion and was not qualified or modified as
to uncertainty, audit scope or accounting principles. During the fiscal years
ended June 30, 2006 and 2005 and through September 19, 2006, there were no
disagreements with Baker Newman Noyes, LLC on any matter of accounting
principles or practices, financial statement disclosure or auditing scope
or procedure, which disagreements, if not resolved to the satisfaction of Baker
Newman Noyes, LLC, would have caused them to make reference to the subject
matter of the disagreements in its reports.
The
Board of Directors recommends that stockholders vote “FOR” the ratification of
Berry, Dunn, McNeil & Parker as the Company’s independent registered public
accounting firm for the 2009 fiscal year. In addition, it is expected that the
MHC will vote “FOR” the ratification of Berry, Dunn, McNeil & Parker as the
Company’s independent registered public accounting firm for the 2009 fiscal
year.
REPORT
OF THE AUDIT AND RISK MANAGEMENT COMMITTEE
The
Company’s Audit Committee has reviewed and discussed the Company’s audited
financial statements for the fiscal year ended June 30, 2008 with the
Company’s management. The Audit Committee has discussed with Berry,
Dunn, McNeil & Parker, the Company’s independent registered public
accounting firm, the matters required to be discussed by Statement on Auditing
Standards No. 61. The Audit Committee has received the written
disclosures and the letter from Berry, Dunn, McNeil & Parker required by
Independence Standards Board Standard No. 1 and has discussed with Berry,
Dunn, McNeil & Parker its independence. Based on the review and
discussions described above, the Audit Committee recommended to the Board of
Directors that the Company’s audited financial statements be included in its
Annual Report on Form 10-K for the fiscal year ended June 30,
2008.
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Submitted
by the Audit Committee for fiscal
2008
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Claire D.
Thompson,
Sharon A.
Millett and
Philip R.
St. Pierre
STOCKHOLDER
PROPOSALS
Proposals of stockholders submitted
pursuant to Exchange Act Rule 14a-8 and intended to be included in the Company’s
proxy statement and form of proxy for the 2009 Annual Meeting of Stockholders
must be filed with the Secretary of the Company no later than June 25,
2009. These proposals must also comply with the SEC’s proxy rules
governing the form and content of proposals in order to be included in the
Company’s proxy statement and form of proxy. Any such proposal should
be directed to: Secretary, Auburn Bancorp, Inc., 256 Court Street, P.O. Box
3157, Auburn, Maine 04212.
The by-laws of the Company provide that
any stockholder proposal (including director nominations) intended to be
presented at the Company’s 2009 Annual Meeting must be received in writing by
the Company at the address above not less than thirty (30) days before the
date fixed for such meeting; provided, however, that in the event that less than
forty (40) days notice or prior public disclosure of the date of the
meeting is given or made, notice by the stockholder to be timely must be
received not later than the close of business on the tenth day following the day
on which such notice of the date of the Annual Meeting was mailed or such public
disclosure was made.
The notice must include
(a) a brief description of the proposal desired to be brought before the annual
meeting and (b) the name and address of such shareholder and the class and
number of shares of the Holding Company which are owned of record or
beneficially by such shareholder. In the case of nominations to the
Board, certain information regarding the nominee must be
provided. See the section entitled “Director Nomination Process”
above. Nothing in this paragraph shall be deemed to require the
Company to include in its proxy statement and proxy relating to an Annual
Meeting any stockholder proposal which does not meet all of the requirements for
inclusion established by the SEC in effect at the time such proposal is
received.
OTHER
MATTERS
At the
time of the preparation of this proxy material, the Board of Directors is not
aware of any business to come before the Annual Meeting other than the matters
described above in the Proxy Statement. However, if any matters
should properly come before the Annual Meeting, it is intended that holders of
the proxies will act as directed by a majority of the Board of Directors, except
for matters related to the conduct of the Annual Meeting, as to which they shall
act in accordance with their best judgment.
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PLEASE MARK VOTES
AS IN THIS
EXAMPLE
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REVOCABLE
PROXY
AUBURN BANCORP,
INC.
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For
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With-hold
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For All
Except
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ANNUAL MEETING OF STOCKHOLDERS
—
NOVEMBER 18, 2008
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The
election as directors of all nominees listed below: (except as marked to
the contrary below):
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The undersigned hereby appoints
Allen T. Sterling and Rachel A. Haines,
and each of them individually,
with full powers of substitution to act as Proxy for the undersigned to
vote all shares of Common Stock of the Company that the undersigned is
entitled to vote at the Annual Meeting of Stockholders
(“Annual
Meeting”) to be held at the Ramada Inn on Pleasant Street in Lewiston,
Maine, on Tuesday, November 18, 2008, at 2:00 p.m., local time. The Proxy
is authorized to cast all votes to which the undersigned is entitled as
follows:
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M.
Kelly Matzen, Allen T. Sterling and Philip R. St.
Pierre
INSTRUCTION: To withhold authority to vote for any individual
nominee, mark
“For All
Except” and write that nominee’s name in the space provided
below.
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For
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Against
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Abstain
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The
ratification of Berry, Dunn, McNeil & Parker as the Company’s
independent registered public
accounting firm for the fiscal year ending June
30,
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2009.
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The Board of Directors
recommends a vote “FOR” each of the listed
proposals.
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THIS PROXY IS SOLICITED BY THE
BOARD OF DIRECTORS.
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Should
the undersigned be present and elect to vote at the Annual Meeting or at
any adjournment thereof and after notification to the Secretary of the
Company at the Annual Meeting of the stockholder’s decision to terminate
this proxy, then the power of said Proxy shall be deemed terminated and of
no further force and effect. This proxy may also be revoked by sending
written notice to the Secretary of the Company at the address set forth on
the Notice of Annual Meeting of Stockholders, or by the filing of a later
proxy prior to a vote being taken on a particular proposal at the Annual
Meeting.
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Please
be sure to date and sign this proxy card in the box
below.
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PLEASE CHECK
BOX IF YOU PLAN TO ATTEND THE
MEETING.
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Detach
above card, sign, date and mail in postage paid envelope
provided.
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AUBURN
BANCORP, INC.
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PLEASE ACT PROMPTLY
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PLEASE
COMPLETE, DATE, SIGN, AND MAIL THIS PROXY CARD PROMPTLY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE.
The
above signed acknowledges receipt from the Company prior to the execution
of this proxy of notice of the Annual Meeting, a Proxy Statement dated
October 23, 2008, and the audited financial statements of the Company for
the fiscal year ended June 30, 2008. The undersigned hereby confers upon
the Proxy discretionary authority (i) to consider and act upon such
matters, other than the business set forth herein, as may property come
before the Annual Meeting for which the Company did not receive timely
notice of the matter in accordance with the Company’s by-laws; (ii) with
respect to the election of directors in the event that any of the nominees
is unable or unwilling, with good cause, to serve; and (iii) with respect
to such other matters upon which discretionary authority may be
conferred.
THIS
PROXY WILL BE VOTED AS DIRECTED, BUT IF NO DIRECTION IS INDICATED, THIS
PROXY WILL BE VOTED “FOR” EACH OF THE PROPOSALS STATED ABOVE. IF ANY OTHER
BUSINESS IS PRESENTED AT SUCH ANNUAL MEETING, THIS PROXY WILL BE VOTED AS
DIRECTED BY A MAJORITY OF THE BOARD OF DIRECTORS AT THE PRESENT TIME. THE
BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE
ANNUAL MEETING.
Please
sign exactly as your name appears on this card. Joint owners should each
sign. When signing as attorney, executor, administrator, trustee, or
guardian, please give your full title.
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IF YOUR
ADDRESS HAS CHANGED, PLEASE CORRECT THE ADDRESS IN THE SPACE PROVIDED BELOW AND
RETURN THIS PORTION WITH THE PROXY IN THE ENVELOPE PROVIDED.
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