UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of the Securities
Exchange
Act of 1934
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the Registrant
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Definitive
Proxy Statement
o
Definitive
Additional Materials
o
Soliciting
Material Pursuant to §240.14a-12
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Schedule 14A.
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computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
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1)
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Title
of each class of securities to which transaction
applies:
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2)
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Aggregate
number of securities to which transaction
applies:
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3)
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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):
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filing.
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1)
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Amount
Previously Paid:
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2)
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Form,
Schedule or Registration Statement No.:
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AMB
FINANCIAL
CORP.
March
28,
2008
Dear
Fellow Stockholder:
On
behalf
of the Board of Directors and management of AMB Financial Corp., we cordially
invite you to attend the annual meeting of stockholders. The annual meeting
will
be held at 10:30 a.m. central time on April 23, 2008 at our main office located
at 8230 Hohman Avenue, Munster, Indiana 46321.
In
addition to the election of two directors, stockholders are also being asked
to
ratify the appointment of Cobitz, VandenBerg & Fennessy as independent
auditors. The Board of Directors unanimously recommends that you vote
FOR
the
election of the nominees for director and the ratification of the appointment
of
Cobitz, VandenBerg & Fennessy.
We
encourage you to attend the meeting in person. Whether or not you attend the
meeting,
please
read the enclosed proxy statement and then complete, sign and date the enclosed
proxy card and return it in the postage prepaid envelope provided as promptly
as
possible
.
This
will save us the additional expense in soliciting proxies and will ensure that
your shares are represented. Please note that you may vote in person at the
meeting even if you have previously returned the proxy.
Thank
you
for your attention to this important matter.
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Sincerely,
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MICHAEL
MELLON
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President
and Chief Executive
Officer
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AMB
FINANCIAL
CORP.
8230
Hohman Avenue
Munster,
Indiana 46321
(219)
836-5870
NOTICE
OF ANNUAL MEETING OF STOCKHOLDERS
To
be
Held on April 23, 2008
Notice
is
hereby given that the annual meeting of stockholders of AMB Financial Corp.
will
be held at our main office located at 8230 Hohman Avenue, Munster, Indiana,
at
10:30 a.m. central time, on April 23, 2008.
A
proxy
card and a proxy statement for the meeting are enclosed.
The
annual meeting is for the purpose of considering and acting upon:
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Proposal
I.
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The
election of two directors of AMB Financial, each with a term of three
years;
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Proposal
II.
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The
ratification of the appointment of Cobitz, VandenBerg & Fennessy as
the independent auditors for AMB Financial for the fiscal year ending
December 31, 2008; and
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such
other matters as may properly come before the annual meeting, or any
adjournments or postponements thereof. We are not aware of any other business
to
come before the annual meeting.
Any
action may be taken on any one of the foregoing proposals at the annual meeting
on the date specified above, or on any date or dates to which the annual meeting
may be adjourned or postponed. Stockholders of record at the close of business
on March 18, 2008 are the stockholders entitled to vote at the annual meeting
and any adjournments or postponements thereof.
You
are
requested to complete and sign the enclosed form of proxy, which is solicited
on
behalf of the Board of Directors, and to mail it promptly in the enclosed
envelope. Your proxy will not be used if you attend and vote at the annual
meeting in person.
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BY
ORDER OF THE BOARD OF DIRECTORS
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Michael
Mellon
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President
and Chief Executive
Officer
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Munster,
Indiana
March
28,
2008
IMPORTANT: The prompt return of proxies will save us the expense
of
further
requests for proxies to ensure a quorum at the annual
meeting.
A
self-addressed envelope is enclosed for your convenience.
No
postage is required if mailed within the United States.
PROXY
STATEMENT
AMB
FINANCIAL
CORP.
8230
Hohman Avenue
Munster,
Indiana 46321
(219)
836-5870
ANNUAL
MEETING OF STOCKHOLDERS
April
23,
2008
The
Board
of Directors is using this proxy statement to solicit proxies from the holders
of AMB Financial Corp. common stock for use at our annual meeting of
stockholders. We are first mailing this proxy statement and the enclosed form
of
proxy to our stockholders on or about March 28, 2008.
Certain
of the information provided herein relates to our wholly owned subsidiary,
American Savings FSB, which we refer to as American Savings or the Bank.
Time
and Place of the Annual Meeting; Matters to be Considered
Our
annual meeting will be held as follows:
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Time:
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10:30
a.m., Central Time
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Place:
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Main
office of AMB Financial Corp.
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8230
Hohman Avenue
Munster,
Indiana 46321
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At
the
annual meeting, stockholders are being asked to consider and vote upon the
following proposals:
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the
election of two directors, each with a term of three
years;
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the
ratification of the appointment of Cobitz, VandenBerg & Fennessy as
our independent auditors for the fiscal year ending December 31,
2008; and
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any
other
matters that may properly come before the annual meeting. As of the date of
this
proxy statement, we are not aware of any other business to be presented for
consideration at the annual meeting.
Voting
Rights of Stockholders; Required Vote for Approval
Only
holders of record of our common stock on March 18, 2008 are entitled to notice
of and to vote at the annual meeting. You are entitled to one vote for each
share of our common stock you own as of the record date. On March 18, 2008
there
were 984,166 shares of our common stock outstanding and entitled to vote at
the
annual meeting.
Directors
shall be elected by a plurality of the votes present in person or represented
by
proxy at the annual meeting and entitled to vote on the election of directors.
The ratification of the appointment of Cobitz, VandenBerg and Fennessy as our
independent auditors requires the approval of a majority of the shares voting
on
the matter. In all matters, the affirmative vote of the majority of shares
present in person or represented by proxy at the annual meeting and entitled
to
vote on the matter shall be the act of the stockholders. Proxies marked to
abstain with respect to a proposal other than the election of directors have
the
same effect as votes against the proposal. Broker non-votes have no effect
on
the vote. One-third of the shares of our common stock, present in person or
represented by proxy, shall constitute a quorum for purposes of the annual
meeting. Abstentions and broker non-votes are counted for purposes of
determining a quorum.
The
Board of Directors unanimously recommends that you vote “FOR” the election of
each of the Board of Directors’ nominees and “FOR” the proposal to ratify
Cobitz, VandenBerg & Fennessy as our independent auditors for the fiscal
year ending December 31, 2008.
Voting
of Proxies; Revocability of Proxies; Proxy Solicitation
Costs
Proxies
are solicited to provide all stockholders of record on the voting record date
an
opportunity to vote on matters scheduled for the annual meeting and described
in
these materials. Shares of our common stock can only be voted if the record
stockholder is present in person at the annual meeting or by proxy. To ensure
your representation at the annual meeting, we recommend you vote by proxy even
if you plan to attend the annual meeting. You can always change your vote at
the
annual meeting if you are a record holder or have appropriate authorization
from
the record holder.
Voting
instructions are included on your proxy card. Shares of our common stock
represented by properly executed proxies will be voted by the individuals named
in such proxy in accordance with the stockholder’s instructions. Where properly
executed proxies are returned to us with no specific instruction as to how
to
vote at the annual meeting, the persons named in the proxy will vote the shares
“FOR” the election of each of the Board of Directors’ nominees and “FOR”
ratification of the appointment of Cobitz, VandenBerg & Fennessy as our
independent auditors for the fiscal year ending December 31, 2008. Should any
other matters be properly presented at the annual meeting for action, the
persons named in the enclosed proxy and acting thereunder will have the
discretion to vote on these matters in accordance with their best
judgment.
You
may
receive more than one proxy card depending on how your shares are held. For
example, you may hold some of your shares individually, some jointly with your
spouse and some in trust for your children -- in which case you will receive
three separate proxy cards to vote.
You
may
revoke your proxy before it is voted by: (i) submitting a new proxy with a
later
date relating to the same shares and delivering it to our Secretary; (ii)
notifying our Secretary in writing before the annual meeting that you have
revoked your proxy; or (iii) voting in person at the annual meeting. Any written
notice shall be delivered to Denise L. Knapp, Secretary of AMB Financial at
8230
Hohman Avenue, Munster, Indiana 46321.
If
you
plan to attend the annual meeting and wish to vote in person, we will give
you a
ballot at the annual meeting. However, if your shares are held in the name
of
your broker, bank or other nominee, you must bring appropriate documents from
the nominee indicating that you were the beneficial owner of our common stock
and authorizing you to vote the shares on March 18, 2008, the record date for
voting at the annual meeting, and stating the number of shares held by the
nominee on your behalf.
If
you
participate in our Employee Stock Ownership Plan (“ESOP”) you will receive a
voting instruction form that reflects all shares you may vote under the plan
to
which the form relates. Under the terms of the ESOP, all shares held in the
ESOP
are voted by the ESOP trustees, but each participant in the ESOP may direct
the
trustees how to vote the shares of Company common stock allocated to his or
her
ESOP account. Unallocated shares of Company common stock held by the ESOP Trust
and allocated shares for which no timely voting instructions are received will
be voted by the ESOP trustees in the same proportion as shares for which the
trustees have received voting instructions, subject to the exercise of their
fiduciary duties.
We
will
pay the cost of soliciting proxies. In addition to this mailing, our directors,
officers and employees may also solicit proxies personally, electronically
or by
telephone. We will also reimburse brokers and other nominees for their
reasonable expenses in sending these materials to you and obtaining your voting
instructions.
Voting
Securities and Principal Holders Thereof
The
following table sets forth as of March 18, 2008, information regarding share
ownership of: (i) those persons or entities known by management to beneficially
own more than five percent of the common stock; (ii) each of our executive
officers named in the Summary Compensation table appearing under “Executive
Compensation” below; (iii) each member of our Board of Directors; and (iv) all
of our directors and executive officers as a group.
The
address of each of the beneficial owners, except where otherwise indicated,
is
the same as our address.
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Beneficial
Owner
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Shares
Beneficially
Owned
at
March
18, 2008
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Percent
of
Class
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AMB
Financial Corp. Employee Stock Ownership Plan
8230
Hohman Avenue
Munster,
IN 46321
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113,901
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(1)
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11.29
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%
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Tontine
Financial Partners L.P., Tontine Management L.L.C. and
Jeffrey
L. Gendell
237
Park Avenue
Ninth
Floor
New
York, New York 10017
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63,450
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(2)
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6.29
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%
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Ronald
W. Borto
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46,438
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4.60
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%
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Thomas
Corsiglia
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1,150
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0.11
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%
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Louis
Green
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15,676
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(3)
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1.55
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%
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Donald
L. Harle
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32,564
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3.23
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%
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Clement
B. Knapp, Jr.
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136,085
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(4)
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13.48
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%
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Michael
Mellon
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43,061
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(5)
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4.27
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%
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Robert
E. Tolley
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16,240
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1.61
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%
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Todd
C. Williams
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28,621
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(6)
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2.84
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%
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Directors
and executive officers, as a group (11 persons)
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319,835
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(7)
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31.69
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%
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(1)
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The
amount reported represents shares held by the ESOP, 113,901 shares
of
which have been allocated to accounts of participants. Home Federal
Savings Bank, Columbus, Indiana the trustee of the ESOP, may be deemed
to
beneficially own the shares held by the ESOP which have not been
allocated
to accounts of participants. Participants in the ESOP are entitled
to
instruct the trustee as to the voting of shares allocated to their
accounts under the ESOP. Unallocated shares held in the ESOP's suspense
account or allocated shares for which no voting instructions are
received
are voted by the trustee in the same proportion as allocated shares
voted
by participants.
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(2)
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Jeffrey
L. Gendell. Tontine Financial Partners, L.P., Tontine Management
L.L.C.
and Jeffrey L. Gendell reported shared voting and dispositive power
of all
63,450 shares.
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(3)
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Includes
116 shares allocated under the
ESOP.
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(4)
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Includes
33,982 shares allocated under the ESOP, and 37,353 shares beneficially
owned by Mrs. Knapp (includes 10,889 shares allocated under the
ESOP).
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(5)
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Includes
12,366 shares allocated under the ESOP and options to purchase 15,000
shares pursuant to the Company’s stock option plan. Mr. Mellon is the
stepson of Clement B. Knapp, Jr.
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(6)
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Includes
10,191 shares allocated under the ESOP and options to purchase 10,000
shares pursuant to the Company’s stock option
plan.
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(7)
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Includes
shares held directly, as well as shares held in retirement accounts,
shares allocated to the ESOP accounts of certain of the named persons,
vested stock options, held by certain members of the named individuals’
families, or held by trusts of which the named individual is a trustee
or
substantial beneficiary, with respect to which the named individuals
may
be deemed to have sole voting and investment
power.
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PROPOSAL
I - ELECTION OF DIRECTORS
Our
Board
of Directors is currently composed of seven members. Each current director
is
also a director of American Savings. Directors are generally elected to serve
for a three-year term or until their respective successors shall have been
elected and shall qualify. Approximately one-third of the directors are elected
annually.
The
following table sets forth certain information regarding the composition of
our
Board of Directors, including their terms of office and nominees for election
as
directors. Director Green was appointed to the Board on February 27, 2008 to
fill the vacancy created when John G. Pastrick retired. 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 one or more nominees) will be voted at the
annual meeting for the election of the nominees identified in the following
table. If any 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 of the nominees might be unable to serve, if elected. There are no
arrangements or understandings between any director or nominee and any other
person pursuant to which such director or nominee was selected.
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Name
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Age
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Position(s)
Held
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Director
Since
(1)
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Term
to Expire
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NOMINEES
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Louis
Green
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65
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Director
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2008
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2008
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Robert
E. Tolley
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70
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Director
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1987
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2008
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DIRECTORS
CONTINUING IN OFFICE
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Clement
B. Knapp, Jr.
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66
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Chairman
of the Board
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1970
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2009
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Donald
L. Harle
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69
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Director
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1995
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2009
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Ronald
W. Borto
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60
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Director
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1986
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2010
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Michael
Mellon
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38
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President
and Chief Executive Officer
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2003
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2010
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Thomas
Corsiglia
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45
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Director
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2007
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2010
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_____________________
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(1)
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Includes
service as a director of American
Savings.
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Directors
The
business experience of each director and director nominee is set forth below.
All directors have held their present positions for at least the past five
years, unless otherwise stated.
Louis
A. Green
.
Mr.
Green retired from the Company effective December 31, 2006. Over his 30 years
of
service to the Company, Mr. Green held various positions including Controller
and Vice President. Mr. Green was appointed as Senior Vice President of American
Savings in 1985 and of AMB Financial in 1993 and was responsible for
coordinating the bank’s loan activities.
Robert
E. Tolley.
Mr.
Tolley was President of Calumet Machine and Welding Inc. and RHET Engineering
LLC located in Highland, Indiana and is a Project Engineer for Superior
Engineering LLC located in Hammond, Indiana. He earned both his B.S.M.E. and
M.S.M.E. degrees from Purdue University. Mr. Tolley was also active in several
community organizations.
Clement
B. Knapp, Jr.
Mr.
Knapp retired as President and Chief Executive Officer of American Savings
effective December 8, 2007. He had held such positions since 1977 and had acted
in all of such capacities with AMB Financial since its incorporation in 1993.
Mr. Knapp remains as Chairman of the Board. Since joining American Savings
in
1968 he served in various capacities and attended many banking schools and
seminars. He is a graduate of Georgetown University and Indiana
University/Indianapolis Law School. Mr. Knapp is also active in several
community organizations. Mr. Knapp is the husband of Denise L. Knapp, Secretary
of American Savings and stepfather of Michael Mellon, President and Chief
Executive Officer of American Savings.
Donald
L. Harle.
Mr.
Harle was the President and Chief Executive Officer of Mid-America Mailers,
Inc., a company he co-founded, from 1969 to 2004. He sold the company to Diamond
Marketing Solutions in 2004, and he remains an executive of that company. He
has
been in the direct mail business since he graduated from Indiana University
in
1960. He is active in the direct mail professional associations, as well as
the
American Red Cross, Boy Scouts and the Hammond Chamber of Commerce.
Ronald
W. Borto.
Mr.
Borto is a certified public accountant and managing partner for the accounting
firm of Borto and Borto located in Schererville, Indiana. He received a B.S.
degree in Accounting from Indiana University in 1969. Mr. Borto has also served
on the Boards of Directors of Southlake Community Mental Health Center, Crown
Point Community Foundation and Youche Country Club.
Michael
Mellon
.
Mr.
Mellon served as an executive with American Savings since 1993, most recently
promoted to President and Chief Executive Officer effective December 8, 2007.
Prior to that he served as Executive Vice President. Mr. Mellon also serves
as a
Councilman for the Town of Munster as well as a Member of the Indiana Bankers
Government Relations Committee. Mr. Mellon received his Masters Degree in
Business Administration from Purdue University.
Thomas
Corsiglia
.
Mr.
Corsiglia was appointed to the Board effective February 28, 2007. Mr. Corsiglia
is President of Hyre Electric, an electrical contracting company located in
Highland, Indiana. He serves on the Board of Directors of the Northwest Indiana
National Electrical Contractors Association (NECA), and he is a trustee for
the
NECA and IBEW Local #697 pension, health and money purchase trusts. Mr.
Corsiglia volunteers his time for a variety of charitable organizations in
the
community. He is a graduate of Purdue University Lafayette where he received
scholastic honors.
Executive
Officers Who Are Not Directors
The
business experience of each executive officer who is not also a director is
set
forth below.
Steven
A. Bohn.
Mr.
Bonn,
age 49, joined the Bank as Vice President and Chief Financial Officer on
September 26, 2007. Mr. Bohn served as Vice President and Chief Financial
Officer of HFS Bank FSB for over 17 years and for the past year served as Vice
President and Controller of First National Bank of Illinois.
Denise
L. Knapp.
Mrs.
Knapp, age 60, was appointed as the Secretary of American Savings in 1987 and
of
AMB Financial in 1993. She has also served as a loan officer since 1985 and
as
the Dyer branch manager since 1989. Since joining American Savings in 1975,
Mrs.
Knapp has served in various capacities and is a member of several executive
committees of American Savings. Mrs. Knapp is also active in several charitable
organizations in the area. Mrs. Knapp is the wife of Chairman Knapp and mother
of President Mellon.
Robert
B. Rossa.
Mr.
Rossa, age 59, joined American Savings as Vice President in 2006 and is
responsible for Commercial Lending and functions as a loan officer for the
Bank.
Prior to 2006, Mr. Rossa was employed for 36 years at Bank Calumet. Mr. Rossa
held various positions at Bank Calumet initially as a Branch Manager, most
recently as a Commercial Loan Officer whose responsibilities included management
of a loan portfolio which included Special Assets and litigation.
Todd
C. Williams.
Mr.
Williams, age 41, joined American Savings in 1994. Mr. Williams has held a
variety of titles within the bank including Compliance Officer and Asst. Vice
President. Mr. Williams was appointed Vice President in 2004 and is currently
responsible for coordinating the bank's loan origination and operations
activities. Mr. Williams received his MBA from Purdue University and is involved
in several community and trade organizations.
Director
Independence
Our
Board
of Directors has determined that all of the remaining Company’s directors other
than Director Green, President and Chief Executive Officer Mellon and Chairman
Knapp are “independent directors” as that term is defined in the listing
standards of the NASDAQ corporate governance listing standards.
Board
of Directors’ Meetings and Committees
Our
Board
of Directors meets monthly. The Board of Directors met 12 times during the
fiscal year ended December 31, 2007. During calendar year 2007, no director
attended fewer than 75% of the aggregate of the total number of Board meetings
and the total number of meetings held by the committees of the Board of
Directors on which he served. We have standing Audit, Governance/Nominating
and
Compensation Committees.
Audit
Committee.
This
committee, composed of Directors Harle, Borto and Corsiglia, appoints and
oversees our independent auditors, oversees management’s activities with respect
to accounting, recordkeeping, financial reporting and internal and other
controls, reviews AMB Financial’s annual audited and quarterly financial
statements, and maintains a procedure for confidential complaints regarding
accounting matters. This committee met four times during the fiscal year ended
December 31, 2007. Each member of the Audit Committee is “independent” as
defined under the listing standards for the NASDAQ corporate governance listing
standards and SEC Rule 10A-3. The Company’s Board of Directors has a written
charter for the Audit Committee, a copy of which is available at our website
at
www.ambfinancial.com. The Audit Committee has issued the following report for
the year ended December 31, 2007:
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·
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The
Audit Committee has reviewed and discussed with management the Company’s
fiscal 2007 audited financial
statements;
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·
|
The
Audit Committee has discussed with the Company’s independent auditors the
matters required to be discussed under Statement of Auditing Standards
No.
61;
|
|
|
·
|
The
Audit Committee has received the written disclosure and letter from
the
independent auditors required by Independence Standards Board No.
1 (which
relates to the auditor’s independence from the Company and its related
entities) and has discussed with the auditors its 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 audited
financial statements be included in the Company’s Annual Report on Form
10-KSB for the fiscal year ended December 31,
2007.
|
|
Ronald
W. Borto
|
Donald
L. Harle
|
Thomas
Corsiglia
|
Governance/Nominating
Committee.
This
committee is currently comprised of Directors Harle, Tolley and Corsiglia and
met one time in fiscal year 2007.
The
functions of the committee include the following:
|
|
1.
|
Consider
and recommend to the Board standards (such as independence, experience,
leadership, diversity and stock ownership) for the selection of
individuals to be considered for election or re-election to the
Board;
|
|
|
2.
|
Identify
individuals qualified to become members of the
Board;
|
|
|
3.
|
Evaluate
procedures for the consideration of recommendations by stockholders
for
director nominations;
|
|
|
4.
|
Conduct
reviews as appropriate into the background and qualifications of
director
candidates;
|
|
|
5.
|
Review
the structure of the Board and its committees and make recommendations
with respect thereto (including size and
composition);
|
|
|
6.
|
Consider
and make recommendations regarding Board and committee performance;
and
|
|
|
7.
|
Consider
and make recommendations regarding Board continuing education
guidelines.
|
The
committee begins the nominee identification process by evaluating the current
members of the Board of Directors willing to continue in service. Current
members of the Board with skills and experience that are relevant to the
Company’s business and who are willing to continue in service are first
considered for re-nomination, balancing the value of continuity of service
by
existing members of the Board with that of obtaining a new perspective. Thus,
under some circumstances, the committee may choose not to consider an
unsolicited recommendation.
If
any
member of the Board does not wish to continue in service, or if the Committee
or
the Board decides not to re-nominate a member for re-election, or if the size
of
the Board is increased, the Committee would solicit suggestions for director
candidates from all Board members. In addition, the Committee is authorized
by
its charter to engage a third party to assist in the identification of director
nominees. In identifying director candidates, the Governance/Nominating
Committee would seek persons who at a minimum satisfy the following
criteria:
|
|
·
|
has
the highest personal and professional ethics and integrity and whose
values are compatible with the
Company’s;
|
|
|
·
|
has
had experiences and achievements that have given them the ability
to
exercise and develop good business
judgment;
|
|
|
·
|
is
willing to devote the necessary time to the work of the Board and
its
committees, which includes being available for Board and committee
meetings;
|
|
|
·
|
is
familiar with the communities in which the Company operates and/or
is
actively engaged in community
activities;
|
|
|
·
|
is
involved in other activities or interests that do not create a conflict
with their responsibilities to the Company and its stockholders;
and
|
|
|
·
|
has
the capacity and desire to represent the balanced, best interests
of the
stockholders of the Company as a group, and not primarily a special
interest group or constituency.
|
The
Governance/Nominating Committee will also take into account whether a candidate
satisfies the criteria for “independence” under applicable rules, and if a
nominee is sought for service on the Audit Committee, the financial and
accounting expertise of a candidate, including whether an individual qualifies
as an audit committee financial expert.
The
Governance/Nominating Committee has adopted a charter, a copy of which is
available at our website at www.ambfinancial.com.
Procedures
for the Nomination of Directors by Shareholders
Through
the Governance/Nominating Committee.
The
Governance/Nominating Committee has adopted procedures for the submission to
the
committee of director nominees by stockholders. If a determination is made
that
an additional candidate is needed for the Board, the Governance/Nominating
Committee will consider candidates submitted by the Company’s stockholders.
Stockholders can submit the names of candidates for Director by writing to
the
Chairman of the Governance/Nominating Committee, at 8230 Hohman Avenue, Munster,
Indiana 46321. The Chairman of the Governance/Nominating Committee must receive
a submission
not less
than one hundred twenty (120)
days
prior to the date of the Company’s proxy materials for the preceding year’s
annual meeting. If the date of the annual meeting is advanced more than thirty
(30) days prior to or delayed by more than thirty (30) days after the
anniversary of the preceding year’s annual meeting, the stockholder’s suggestion
must be so delivered not later than the close of business on the tenth day
following the day on which public announcement of the date of such annual
meeting is first made.
The
submission must include the following information:
|
|
·
|
the
name and address of the stockholder as they appear on the Company’s books,
and number of shares of the Company’s common stock that are owned
beneficially by such stockholder (if the stockholder is not a holder
of
record, appropriate evidence of the stockholder’s ownership will be
required);
|
|
|
·
|
the
name, address and contact information for the candidate, and the
number of
shares of common stock of the Company that are owned by the candidate
(if
the candidate is not a holder of record, appropriate evidence of
the
stockholder’s ownership should be
provided);
|
|
|
·
|
a
statement of the candidate’s business and educational
experience;
|
|
|
·
|
such
other information regarding the candidate as would be required to
be
included in the proxy statement pursuant to SEC Regulation
14A;
|
|
|
·
|
a
statement detailing any relationship between the candidate and the
Company;
|
|
|
·
|
a
statement detailing any relationship between the candidate and any
customer, supplier or competitor of the
Company;
|
|
|
·
|
detailed
information about any relationship or understanding between the proposing
stockholder and the candidate; and
|
|
|
·
|
a
statement that the candidate is willing to be considered and willing
to
serve as a Director if nominated and
elected.
|
Direct
Stockholders’ Nominations.
Under
Article I, Section 6 of our bylaws, director nominations may be made by
stockholders. In order to assure that they are effective nominations for
directors by stockholders, nominations must be made in writing and delivered
to
our Secretary at least 90 days prior to the meeting date provided; however,
that
in the event that less than 100 days’ public notice or public disclosure of the
date of the meeting is given or made to stockholders, notice to be timely must
be so received not later than the close of business on the tenth day following
the day on which public notice of the date of the meeting was mailed or public
disclosure of the date of the meeting is made.
Stockholder
Communications with the Board
A
stockholder of the Company who wants to communicate with the Board or with
any
individual Director can write to the Chairman of the Governance/Nominating
Committee, 8230 Hohman Avenue, Munster, Indiana 46321. The letter should
indicate that the author is a stockholder and, if shares are not held of record,
should include appropriate evidence of stock ownership. Depending on the subject
matter, the Chairman will:
|
|
·
|
forward
the communication to the Director(s) to whom it is
addressed;
|
|
|
·
|
attempt
to handle the inquiry directly, for example where it is a request
for
information about the Company or if it is a stock-related matter;
or
|
|
|
·
|
not
forward the communication if it is primarily commercial in nature,
relates
to an improper or irrelevant topic, or is unduly hostile, threatening,
illegal or otherwise inappropriate.
|
Compensation
Committee
The
Compensation Committee consists of Directors Harle, Corsiglia and Tolley. None
of these individuals was one of our officers or employees during the year ended
December 31, 2007, or was a former officer. In addition, none of these
individuals had any relationship requiring disclosure under “—Transactions with
Certain Related Person.”
The
Compensation Committee meets annually to review the performance of the Chief
Executive Officer and other executive officers, and approves changes to the
base
compensation, as well as the level of bonus, if any, to be awarded to such
officers. The Compensation Committee meets when needed to review all employment
policies and the performance and remuneration of our officers and employees,
and
to review and approve all compensation and benefit programs we implement. Our
Board of Directors has adopted a written charter for the Compensation Committee,
which is available at our website at www.ambfinancial.com. The Compensation
Committee met four times during the year ended December 31, 2007.
Compensation
Committee Report
Under
rules established by the Securities and Exchange Commission, we are required
to
provide certain data and information regarding compensation and benefits
provided to our chief executive officer, other executive officers and
directors.
The
role
of the compensation committee is to review annually the compensation levels
of
the executive officers and directors and recommend compensation changes to
the
Board of Directors. The compensation committee is composed entirely of outside,
non-employee directors. It is intended that the executive compensation program
will enable us to attract, develop and retain talented executive officers who
are capable of maximizing our performance for the benefit of the stockholders.
The compensation committee has adopted a compensation strategy that seeks to
provide competitive, performance-based compensation strongly aligned with the
financial and stock performance of AMB Financial Corp. The compensation program
has three key elements of total direct compensation: base salary, annual
incentive compensation and long-term incentives. Another component of the
compensation program is benefits, such as stock-based incentive plans which
we
plan to adopt in the future.
While
the
compensation committee does not use strict numerical formulas to determine
changes in compensation for the chief executive officer, other executive
officers and directors, and while it weighs a variety of different factors
in
its deliberations, it has emphasized and expects to continue to emphasize the
profitability and scope of our operations, the experience, expertise and
management skills of the executive officers and their roles in our future
success, as well as compensation surveys prepared by professional firms to
determine compensation paid to executives performing similar duties for
similarly sized institutions. While each of the quantitative and
non-quantitative factors described above was considered by the compensation
committee, such factors were not assigned a specific weight in evaluating the
performance of the chief executive officer and other executive officers. Rather,
all factors were considered.
Base
Salaries.
Base
salary and changes to base salary reflect a variety of factors including the
results of the independent review of the competitiveness of the total
compensation program, the individual’s performance and contribution to our
long-term goals, performance targets, our financial performance and other
relevant factors.
Annual
Incentives
.
Payouts
under our annual incentive compensation program are based on the attainment
of
annual performance objectives. Individual performance payouts are a function
of
the actual financial performance of the bank as well as the performance of
each
individual within the organization. Incentive compensation is computed based
on
the actual performance of each individual who come to work for the bank rather
than as a computed incentive compensation dollar amount.
In
addition, the compensation committee believes that long-term incentives,
specifically stock options and stock awards, should be a key component of our
executive and director compensation programs which we plan to adopt in the
future. These incentives strongly align the rewards provided to executives
with
the value created for stockholders through stock price
appreciation.
This
report has been provided by the Compensation Committee, which consists of
Directors Harle, Corsiglia and Tolley.
Code
of Ethics
The
Company has adopted a code of ethics that is applicable to senior financial
officers of the Company, including the Company’s principal executive officer,
principal financial officer, principal accounting officer and all officers
performing similar functions as defined in the Code of Ethics. The Code of
Ethics is available at our website at www.ambfinancial.com.
Section
16(a) Beneficial Ownership Reporting Compliance
Section
16(a) of the Securities Exchange Act of 1934 requires the Company’s directors,
executive officers and persons who own more than 10% of a registered class
of
the Company’s equity securities, to file with the SEC reports of ownership and
reports of changes in ownership of common stock and other equity securities
of
the Company. Executive officers, directors and greater than 10% stockholders
are
required by SEC regulation to furnish the Company with copies of all Section
16(a) forms they file. To the Company’s knowledge, based solely on a review of
the copies of reports furnished to the officers that no other reports were
required, during the fiscal year ended December 31, 2007, all Section 16(a)
filing requirements applicable to its executive officers, directors and greater
then 10% stockholders were complied with.
Executive
Compensation
The
following table sets forth for the year ended December 31, 2007 certain
information as to the total remuneration paid by us to Mr. Knapp, who served
as
Chairman, President and Chief Executive Officer until his retirement as
President and Chief Executive Officer effective December 8, 2007, and for Mr.
Mellon, who was appointed President and Chief Executive Officer effective
December 8, 2007, and who served as Executive Vice President prior to that
date.
(“Named Executive Officers”). Except for the Named Executive Officers listed in
the table, we had no other executive officers who earned over $100,000 in total
annual salary and bonus during the year ended December 31, 2007.
|
SUMMARY
COMPENSATION TABLE
|
|
|
Name
and principal position
|
|
|
Year
|
|
|
Salary
($
)
|
|
|
Bonus
($
)
|
|
|
Stock
awards ($
)
|
|
|
Option
awards ($
)
|
|
|
Non-equity
incentive plan
compensation
($
)
|
|
|
Nonqualified
deferred
compensation
earnings
($
)
|
|
|
All other
compensation
($
)
|
|
|
Total ($
)
|
|
|
Clement B. Knapp,
Jr., Chairman
|
|
|
2007
|
|
|
174,072
|
|
|
–
|
|
|
–
|
|
|
–
|
|
|
–
|
|
|
27,235
|
|
|
55,242
(1
|
)
|
|
256,549
|
|
|
|
|
|
2006
|
|
|
173,340
|
|
|
26,005
|
|
|
–
|
|
|
–
|
|
|
–
|
|
|
–
|
|
|
32,680
(2
|
)
|
|
232,025
|
|
|
Michael
Mellon,
President
and
Chief
Executive Officer
|
|
|
2007
|
|
|
123,192
|
|
|
–
|
|
|
–
|
|
|
–
|
|
|
3,739
(3
|
)
|
|
–
|
|
|
14,602
(4
|
)
|
|
141,533
|
|
|
|
|
|
2006
|
|
|
105,500
|
|
|
13,387
|
|
|
–
|
|
|
99,375
(5
|
)
|
|
3,165
(3
|
)
|
|
–
|
|
|
3,734
(6
|
)
|
|
225,161
|
|
|
|
(1)
|
Includes
a 401(k) Company match of $2,574, interest accrued on deferred
compensation amounts under deferred compensation plans equal to $32,066,
ESOP contribution earnings of $20,173 and directors fees (earned
following
Mr. Knapp’s retirement) of $430.
|
|
|
(2)
|
Includes
interest accrued on deferred compensation amounts under deferred
compensation plans equal to $30,080 for 2006 for Mr. Knapp. Also
includes
a 401(k) Company match of $2,600 for Mr.
Knapp.
|
|
|
(3)
|
The
non–equity incentive plan compensation includes new contributions to
the
plan of $3,739 and $3,165 for 2007 and 2006 respectively.
|
|
|
(4)
|
Includes
401(k) Company match of $1,869, interest accrued on deferred compensation
amounts under deferred compensation plans equal to $2,726 and ESOP
contribution earnings of $10,007.
|
|
|
(5)
|
Option
awards include the value of the stock options as issued of
$99,375
|
|
|
(6)
|
Includes
interest accrued on deferred compensation amounts under deferred
compensation plans equal to $2,152 for 2006 for Mr. Mellon. Also
includes
a 401(k) Company match of $2,153 for Mr.
Mellon.
|
Outstanding
Equity Awards at Year End
.
The
following table sets forth information with respect to outstanding equity awards
as of December 31, 2007 for the Named Executive Officers.
|
OUTSTANDING
EQUITY AWARDS AT DECEMBER 31, 2007
|
|
|
|
|
Option
awards
|
|
Stock
awards
|
|
|
Name
|
|
Number
of
securities
underlying
unexercised
options
(#)
exercisable
|
|
Number
of
securities
underlying
unexercised
options
(#)
unexercisable
|
|
Equity incentive
plan awards:
number
of
securities
underlying
unexercised
earned
options
(#)
|
|
Option
exercise
price
($)
|
|
Option
expiration date
|
|
Number
of
shares or units
of
stock that
have
not
vested
(#)
|
|
Market value of
shares or units of
stock that have not
vested
($)
|
|
Equity incentive
plan awards: number of
unearned
shares,
units
or other rights that have
not
vested (#)
|
|
Equity
incentive plan awards: market or payout value of unearned
shares, units or other rights that have not vested
($)
|
|
|
Clement
B. Knapp, Jr.,
Chairman
|
|
|
–
|
|
|
–
|
|
|
–
|
|
|
–
|
|
|
–
|
|
|
–
|
|
|
–
|
|
|
–
|
|
|
–
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael
Mellon,
President
and Chief
Executive
Officer
|
|
|
15,000
|
|
|
–
|
|
|
–
|
|
$
|
13.25
|
|
|
10/26/2015
|
|
|
–
|
|
|
–
|
|
|
–
|
|
|
–
|
|
Employment
Agreements
American
Savings has entered into employment agreements with Messrs. Mellon, Bohn, Rossa
and Williams and Mrs. Knapp. The employment agreements are designed to assist
in
maintaining a stable and competent management team. The continued success of
American Savings depends, to a significant degree, on the skills and competence
of our officers. The employment agreements provide for an annual base salary
in
an amount not less than the employee’s salary as it may be increased from time
to time and an initial term, in the case of Mr. Mellon, of three years, in
the
case of Mr. Bohn, of two years and, in the case of the other recipients, of
one
year. The agreements also require participation in an equitable manner in
employee benefits applicable to executive personnel. The agreements provide
for
extensions for a period of one year on each annual anniversary date, subject
to
review and approval of the extension by disinterested members of our Board
of
Directors. The agreements provide for termination upon the employee’s death, for
cause or in certain events specified by Office of Thrift Supervision
regulations. The employment agreements are also terminable by the employee
upon
30 days notice to American Savings.
Upon
the
occurrence of an
involuntary
termination of executive’s full–time employment for any reason other than
termination for cause, disability, death or retirement
or upon
the
executive’s
voluntary resignation
for
the
failure to appoint or reappoint executive to his or her current position, a
material change in the executive’s functions, duties, or responsibilities with
the Bank, which change would cause Executive’s position to become one of lesser
responsibility, importance, or scope, a relocation of executive’s principal
place of employment by more than 25 miles from its location, a material
reduction in the benefits and perquisites to executive from those being
provided, a liquidation or dissolution of the American Savings or a material
breach of the employment agreement by the Company or American Savings, American
Savings shall be obligated to pay the executive, or, in the event of the
executive’s subsequent death, the executive’s beneficiary or beneficiaries, or
estate, as the case may be, as severance pay or liquidated damages, or both,
an
amount equal to the sum of: (i) the executive’s earned but unpaid salary as
of the date of termination of employment; (ii) the benefits, if any, to
which the executive is entitled as a former employee under the employee benefit
plans and programs and compensation plans and programs maintained for the
benefit of officers and employees; (iii) the remaining payments that the
executive would have earned, in accordance with the executive’s employment
agreement, if he had continued his employment with the Bank for the remainder
of
the term of this Agreement, and had earned the maximum bonus or incentive award
in each calendar year that ends during such term; and (iv) the annual
contributions or payments that would have been made on the executive’s behalf to
any employee benefit plans as if the executive had continued employment for
the
remainder of the term of the executive’s employment agreement, based on
contributions or payments made (on an annualized basis) at the date of
termination. Any payments shall be made in a lump sum within 30 days after
the
date of termination, except as otherwise provided for in the employment
agreement. Such payments shall not be reduced in the event the executive obtains
other employment following termination of employment.
Based
on
their current salaries, if the employment of Messrs. Mellon, Bohn, Rossa,
Williams and Mrs. Knapp had been terminated as of March 18, 2008 under
circumstances entitling them to severance pay in connection with a change in
control as described above, they would have been entitled to receive lump sum
cash payments of approximately $420,240, $181,463, $80,000, $80,000 and $66,069
respectively.
Benefit
Plans
General.
We
currently provide health care benefits to our employees, including
hospitalization, disability and major medical insurance, subject to certain
deductibles and co–payments by employees.
Pension
Plan.
American
Savings sponsors a defined benefit pension plan for its employees (the “Pension
Plan”). An employee is eligible to participate in the Pension Plan following the
completion of 12 months of service and reaching the age of 21 years. A
participant must reach two years of service before he attains a vested interest
in his retirement benefits. After completing six years of service, a participant
will be 100% vested in his retirement benefits. The Pension Plan is funded
solely through contributions made by American Savings. In 2007, the Pension
Plan
contribution for the plan year was $319,000, which was funded by a contribution
from American Savings.
The
benefit provided to a participant at normal retirement age (65) is based on
the
average of the participant’s monthly compensation during the five consecutive
years during which his compensation was highest (“average monthly
compensation”). Compensation for this purpose includes all taxable compensation
paid to the participant. The monthly benefit provided to a participant who
retires at age 65 is equal to 1.4% of average monthly compensation for each
year
of service without offset of the participant’s anticipated Social Security
benefits. The Pension Plan also provides for disability and death
benefits.
Mr.
Knapp
retired as President and Chief Executive Officer of American Savings Bank
effective December 8, 2007. Under the terms of Mr. Knapp’s retirement benefits,
Mr. Knapp has elected to receive a lump sum payment of $1.3 million that he
will
receive in the fiscal year ending December 31, 2008.
Compensation
of Directors
We
pay
directors a retainer fee of $1,200 per year plus $150 per meeting attended
for
service on our Board of Directors. Outside directors of American Savings are
paid a fee of $750 per month, plus $280 per meeting attended. Set forth below
is
a tabular presentation of our compensation to our non-employee directors for
2007.
|
Director
Compensation
|
|
|
Name
|
|
Fees earned
or paid in
cash
(1)
($)
|
|
Stock
awards
($)
|
|
Option
awards ($)
|
|
Non-equity
incentive plan
compensation
(2)
($)
|
|
Nonqualified
deferred
compensation
earnings
(3)
($)
|
|
All other
compensation
($)
|
|
Total
($)
|
|
|
Ronald
W. Borto
|
|
|
14,930
|
|
|
—
|
|
|
—
|
|
|
—
|
|
$
|
11,111
|
|
|
—
|
|
|
26,041
|
|
|
Thomas
Corsiglia
|
|
|
12,470
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,470
|
|
|
Donald
L. Harle
|
|
|
14,650
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,650
|
|
|
John
G. Pastrick
(4)
|
|
|
9,403
|
|
|
—
|
|
|
—
|
|
|
6,488
|
|
|
3,753
|
|
|
—
|
|
|
19,644
|
|
|
Robert
E. Tolley
|
|
|
14,930
|
|
|
—
|
|
|
—
|
|
|
1,004
|
|
|
8,932
|
|
|
—
|
|
|
24,866
|
|
|
|
(1)
|
Includes
fees earned as a director of AMB Financial Corp. and American
Savings.
|
|
|
(2)
|
Non-equity
incentive plan compensation paid out of the plan during the
year.
|
|
|
(3)
|
Represents
interest income on accumulated nonqualified deferred compensation
earnings
during the year.
|
|
|
(4)
|
Director
Pastrick retired effective May 1,
2007.
|
Transactions
With Certain Related Persons
Federal
law requires that all loans or extensions of credit to executive officers and
directors must be made on substantially the same terms, including interest
rates
and collateral, as those prevailing at the time for comparable transactions
with
the general public and must not involve more than the normal risk of repayment
or present other unfavorable features. Federal regulations adopted under this
law permit executive officers and directors to receive the same terms that
are
widely available to other employees as long as the director or executive officer
is not given preferential treatment compared to the other participating
employees. American Savings has followed a policy of granting loans to eligible
directors, officers, employees and members of their immediate families for
the
financing of their personal residences and for consumer purposes. Under our
current policy, all such loans to directors and senior officers are required
to
be made in the ordinary course of business and on the same terms, including
collateral and interest rates, as those prevailing at the time for comparable
transactions and do not involve more than the normal risk of collectability.
At
December 31, 2007, our loans to directors, officers and employees totaled
approximately $2.6 million or 19.67% of stockholder’s equity.
We
intend
that, except as described above, all transactions between us and our executive
officers, directors, holders of 10% or more of the shares of common stock,
and
affiliates thereof, will contain terms no less favorable to us than could have
been obtained by it in arms-length negotiations with unaffiliated persons and
will be approved by a majority of our Audit Committee not having any interest
in
the transaction.
PROPOSAL
II - RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
Our
independent registered public accounting firm for the year ended December 31,
2007 was Cobitz, VandenBerg & Fennessy. Our Audit Committee has approved the
engagement of Cobitz, VandenBerg & Fennessy to be our independent registered
public accounting firm for the year ending December 31, 2008, subject to the
ratification of the engagement by our stockholders as required by our Bylaws.
At
the annual meeting, the stockholders will consider and vote on the ratification
of the engagement of Cobitz, VandenBerg & Fennessy for the year ending
December 31, 2008. A representative of Cobitz, VandenBerg & Fennessy is
expected to attend the annual meeting to respond to appropriate questions and
to
make a statement if he so desires.
Set
forth
below is certain information concerning aggregate fees billed for professional
services rendered by Cobitz, VandenBerg & Fennessy during the year ended
December 31, 2007 and the year ended December 31, 2006.
|
|
|
Year
Ended
December 31, 2007
|
|
Year Ended
December 31, 2006
|
|
|
Audit
Fees
|
|
$
|
61,435
|
|
$
|
59,545
|
|
|
Audit-Related
Fees
|
|
|
–
|
|
|
–
|
|
|
Tax
Fees
|
|
$
|
5,000
|
|
$
|
5,000
|
|
|
All
Other Fees
|
|
|
–
|
|
|
–
|
|
Audit
Fees.
The
aggregate fees billed to the Company by Cobitz, VandenBerg & Fennessy for
professional services rendered for the audit of the Company’s annual financial
statements, the review of the financial statements included in the Company’s
Quarterly Reports on Form 10-QSB and services that are normally provided by
Cobitz, VandenBerg & Fennessy in connection with statutory and regulatory
filings and engagements were $61,435
for
the
fiscal year ended December 31, 2007. The aggregate fees billed to the Company
by
Cobitz, VandenBerg & Fennessy for professional services rendered by Cobitz,
VandenBerg & Fennessy for the audit of the Company’s annual financial
statements, the review of the financial statements included in the Company’s
Quarterly Reports on Form 10-QSB and services that are normally provided by
Cobitz, VandenBerg & Fennessy in connection with statutory and regulatory
filings and engagements were $59,545 for the fiscal year ended December 31,
2006.
Audit
Related Fees.
There
were no fees billed to the Company by Cobitz, VandenBerg & Fennessy for
assurance and related services rendered by Cobitz, VandenBerg & Fennessy
that are reasonably related to the performance of the audit of and review of
the
financial statements and that are not already reported in “Audit Fees” above
during the fiscal years ended December 31, 2006 and 2007.
Tax
Fees.
An
aggregate of $5,000 per year was billed to the Company by Cobitz, VandenBerg
& Fennessy for tax compliance, tax advice and tax planning during each of
the fiscal years ended December 31, 2006 and 2007.
All
Other Fees.
There
were no fees billed to the Company by Cobitz, VandenBerg & Fennessy for all
services other than those described above for the fiscal years ended December
31, 2006 and 2007.
The
Audit
Committee has considered whether the provision of non-audit services is
compatible with maintaining the independence of Cobitz, VandenBerg &
Fennessy. The Audit Committee concluded that the performance of such services
will not affect the independence of Cobitz, VandenBerg & Fennessy in
performing its function as independent auditor of the Company.
The
Audit
Committee preapproves all audit and permissible non-audit services to be
provided by the Company’s independent auditor.
STOCKHOLDER
PROPOSALS
In
order
to be eligible for inclusion in our proxy materials for next year’s annual
meeting of stockholders, any stockholder proposal to take action at such meeting
must be received at our executive office at 8230 Hohman Avenue, Munster, Indiana
46321 no later than November 28, 2008; provided, however, that if the date
of
the 2009 annual meeting is before March 23, 2009 or after May 23, 2009, then
the
proposal must be received a reasonable time before we print and mail our
materials for such meeting. Any such proposal shall be subject to the
requirements of the proxy rules adopted under the Securities Exchange Act of
1934, as amended.
To
be
considered for presentation at the next annual meeting, but not for inclusion
in
the Company’s proxy statements and form of proxy for that meeting, proposals
must be received by the Company no later than 90 days prior to the date of
the
annual meeting provided that in the event that less than 100 days notice or
public disclosure of the date of the meeting is given, proposals must instead
be
received by the Company by the close of business on the tenth day following
the
day on which notice of the date of the meeting is mailed or public disclosure
of
such date is made. A stockholder’s notice to the Secretary shall set forth as to
each matter such stockholder proposes to bring before the annual meeting (i)
a
brief description of the business desired to be brought before the annual
meeting and the reasons for conducting such business at the annual meeting,
(ii)
the name and address, as they appear on the Company’s books, of the stockholder
who proposed such business, (iii) the class and number of shares of the
Company’s capital stock that are beneficially owned by such stockholder and (iv)
any material interest of such stockholder in such business.
All
stockholder proposals, whether or not included in our proxy materials, must
also
comply with our certificate of incorporation, bylaws and Delaware law.
OTHER
MATTERS
The
Board
of Directors is not aware of any business to come before the annual meeting
other than those matters described above in this proxy statement. However,
if
any other matter should properly come before the annual meeting, it is intended
that holders of the proxies will act in accordance with their best
judgment.
Munster,
Indiana
March
28,
2008
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