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 (Amendment No. )
Filed by the Registrant
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Filed by a Party other than the Registrant
o
Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
DEARBORN BANCORP, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
þ
No fee required.
o
Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
o
Fee paid previously with preliminary materials.
o
Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
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SEC 1913 (02-02)
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Persons who are to respond to the collection of
information contained in this form are not required to
respond unless the form displays a currently valid OMB
control number.
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TABLE OF CONTENTS
DEARBORN BANCORP, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
May 17, 2011
To the Shareholders of
Dearborn Bancorp, Inc.
NOTICE IS HEREBY GIVEN
that the Annual Meeting of Shareholders of Dearborn Bancorp, Inc. will
be held on Tuesday, the 17th day of May, 2011 at 3:00 P.M., local time, at Park Place, 23400 Park
Avenue (two blocks south of Michigan Avenue at Outer Drive), Dearborn, Michigan, for the following
purposes:
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1.
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To elect three directors of the Corporation; and
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2.
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To transact such other business as may properly come before the meeting or any
adjournments thereof.
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The Board of Directors has fixed the close of business on March 18, 2011 as the record date
for the meeting and only shareholders of record at that time will be entitled to notice of and to
vote at the meeting or any adjournments thereof. Shareholders who are unable to attend the meeting
in person, as well as shareholders who plan to attend the meeting, are encouraged to
vote the proxy
by the internet or telephone
as instructed on the proxy card, if that option is available,
or date,
sign and promptly mail
the enclosed proxy. If you are present at the meeting and desire to vote in
person, you may revoke your proxy.
Your vote is important, regardless of the number of shares you own. We encourage you to vote your
shares as soon as possible, to ensure a quorum at the meeting and to avoid additional expense of
further solicitation.
Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be
Held on May 17, 2011:
This Notice of 2011 Annual Meeting of Shareholders and Proxy Statement and
the 2010 Annual Report to Shareholders are available on the internet at the following website:
http://www.fidbank.com
under Investor Relations/Dearborn Bancorp/SEC Filings
By Order of the Board of Directors,
Jeffrey L. Karafa
Secretary
April 15, 2011
Dearborn, Michigan
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS OF DEARBORN BANCORP, INC.
May 17, 2011
To the Shareholders of
Dearborn Bancorp, Inc.
This Proxy Statement is furnished in connection with the solicitation of proxies by the Board
of Directors of Dearborn Bancorp, Inc. (hereinafter referred to as the Corporation) from the
holders of the Corporations Common Stock to be used at the Annual Meeting of Shareholders to be
held on Tuesday, the 17th day of May, 2011 at 3:00 P.M., local time, at Park Place, 23400 Park
Avenue, Dearborn, Michigan, and at any adjournments thereof.
This Proxy Statement and the enclosed form of proxy are being mailed to shareholders on or
about April 15, 2011. Any proxy given pursuant to this solicitation may be revoked by notice in
writing to the Secretary of the Corporation prior to voting. Unless the proxy is revoked, the
shares represented thereby will be voted at the Annual Meeting or any adjournments thereof. The
giving of the proxy does not affect the right to vote in person should the shareholder attend the
meeting. The address of the principal corporate office of the Corporation is 1360 Porter St.,
Dearborn, Michigan 48124-2823. To obtain directions to attend the Annual Meeting and vote in
person, please call Carolyn Wilkins at 313-381-3200.
The Board of Directors in accordance with the By-Laws has fixed the close of business on March
18, 2011 as the record date for determining the shareholders entitled to notice of and to vote at
the Annual Meeting of Shareholders or any adjournments thereof. At the close of business on such
date, the outstanding number of voting securities of the Corporation was 7,685,705 shares of Common
Stock (including 39,765 shares of restricted stock), each of which is entitled to one vote.
A majority of all of the voting shares issued and outstanding, represented in person or by
proxy, shall constitute a quorum at the meeting. In the event that a quorum is not present or,
even if a quorum is present, in the event that sufficient votes in favor of any Board proposal
(including the election of directors) are not received, the Meeting may be adjourned by vote of a
majority of the shares present without further notice other than the announcement at such meeting
and further solicitation may be made with respect to such Board proposals.
Beneficial owners of shares held in broker accounts are advised that, if they do not timely provide
instructions to their broker, their shares will not be voted.
Abstentions and broker non-votes are counted for purposes of determining a quorum but not
counted on any matters brought before the meeting. Broker non-votes generally occur when brokers
have not received any instructions from their customers. If you hold your shares in street name
(through a broker/dealer or other nominee) it is critical that you cast your vote if you want it to
count. Directors are elected by a plurality of the votes properly cast at the meeting. This means
that the nominees for whom the most votes are cast will be elected. Accordingly, as a beneficial
owner, if you do not give your broker specific instructions, your shares will not be voted.
2
SECURITY OWNERSHIP
Management
The following table sets forth, as of March 1, 2011, the number of shares of the Corporations
Common Stock beneficially owned by each director, each nominee for election as a director, the
executive officers named in the Summary Compensation Table and all directors and executive officers
as a group. The business address of each director and executive officer is 1360 Porter Street,
Dearborn, MI 48124-2823.
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Number
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Percent
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Name of Individual
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of Shares (1)
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of Class
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Margaret I. Campbell
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36,971
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(2
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*
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John E. Demmer
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321,888
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(3
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)(4)
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4.19
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William J. Demmer
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90,533
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(4
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)(5)
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1.18
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Michael V. Dorian, Jr.
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100,000
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1.30
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David Himick
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341,464
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(6
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4.44
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Jeffrey L. Karafa
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23,413
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(7
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)(8)
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*
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Donald G. Karcher
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64,292
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(9
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*
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Bradley F. Keller
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83,315
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(10
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1.08
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Jeffrey G. Longstreth
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10,442
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*
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Warren R. Musson
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65,286
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(8
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*
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Michael J. Ross
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126,335
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(7
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1.64
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Robert C. Schwyn
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27,696
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(11
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*
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Jeffrey J. Wolber
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44,379
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(7
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)(8)
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*
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All Directors and Executive Officers
as a Group (13 persons)
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1,336,014
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(12
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17.38
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*
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Less than one percent
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(1)
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Beneficial ownership of shares, as determined in accordance with applicable
Securities and Exchange Commission rules, includes shares as to which a person has or
shares voting power and/or investment power. Some of the shares listed may be held
jointly with, or for the benefit of, a spouse or children of the person indicated.
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(2)
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Includes 3,908 shares owned by Mrs. Campbells husband.
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(3)
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Includes 154,745 shares held by Mr. Demmers wife as a Trustee of a trust.
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(4)
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Includes shared voting and ownership of 359 shares held by Jack Demmer Ford, Inc., of
which John E. Demmer is the Chairman of the Board and CEO and William J. Demmer is
the President.
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(5)
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Includes 8,147 shares owned by Mr. Demmers children.
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(6)
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Includes 77,041 shares held by Mr. Himicks wife as a Trustee of a trust and
855 shares, for which Mr. Himick has the power to vote and dispose, held by the Himick
Family Investment Club.
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(7)
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Includes shares held in the Fidelity Bank 401(k) Trust as follows: Mr. Karafa
20,721 shares; Mr. Ross 14,249 shares; Mr. Wolber 289 shares.
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(8)
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Includes shares issuable upon the exercise of stock options within 60 days of March 1,
2011, by the following executive officers: Mr. Karafa 1,987 shares; Mr.
Musson 65,286 shares; Mr. Ross 96,318 shares; Mr. Wolber 42,835 shares.
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(9)
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Includes 16,476 shares held by Mr. Karchers wife as a Trustee of a trust.
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(10)
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Includes 4,300 shares owned by Mr. Kellers wife.
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(11)
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Includes 13,540 shares held for the benefit of Dr. Schwyn in a defined benefit plan
trust and 2,500 shares held for the benefit of Schwyn Investments LLC.
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(12)
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Includes 206,426 shares issuable upon the exercise of stock options.
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Certain Beneficial Owners
As of March 1, 2011 there were no entities or persons known by the Corporation to own
beneficially more than five percent of the Common Stock of the Corporation.
ELECTION OF DIRECTORS
The members of the Board of Directors are divided into three classes, each class to be as
nearly equal in number as possible, with each class to serve a three-year term. Each of the
following directors and nominees for director is also a director of Fidelity Bank. The Board of
Directors has nominated William J. Demmer, Bradley F. Keller and Jeffrey G. Longstreth for election
as directors for a term expiring at the 2014 Annual Meeting of Shareholders, in each case until
their successors are elected and qualified. Other directors who are remaining on the Board will
continue in office in accordance with their previous election by shareholders until expiration of
their terms at the 2012 or 2013 Annual Meeting of Shareholders, as the case may be.
In evaluating a candidate for recommendation as a director nominee, the Nominating Committee
considers such matters as it deems appropriate, including the candidates personal and professional
integrity, business judgment, relevant experience and skills, and potential to be an effective
director in conjunction with the full Board of Directors in collectively serving the long-term
interests of the Corporations shareholders. The Nominating Committee does not have a policy with
respect to considering diversity in identifying director nominees.
The proposed nominees for election as directors are willing to be elected. If any of the
nominees at the time of election is unable to serve, or is otherwise unavailable for election, and
if other nominees are designated, the proxies shall have discretionary authority to vote or refrain
from voting in accordance with their judgment on such other nominees. However, if any nominees are
substituted by the Nominating Committee, the proxies intend to vote for such nominees. It is not
anticipated that any of such nominees will be unable to serve as a director.
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INFORMATION ABOUT DIRECTORS AND NOMINEES FOR DIRECTORS
The following information is furnished with respect to each person who is presently a director
of the Corporation whose term of office will continue after the Annual Meeting of Shareholders, as
well as those who have been nominated for election as a director. Each of the directors has had
the same principal occupation during the past five years.
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Year in Which
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Has Served
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Term or Proposed
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as Director
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Term of Office
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Name and Age of Director
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Principal Occupation
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Since
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Will Expire
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Margaret I. Campbell, 71
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Retired, Manufacturer;
Vice President, Novi Properties, Inc.
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1992
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2013
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John E. Demmer, 87 (1)
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Chairman and CEO, Jack Demmer
Ford, Inc., Jack Demmer Lincoln, Inc.
and Jack Demmer Leasing, Inc.;
Chairman of the Board of the
Corporation
and Fidelity Bank
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1992
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2013
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William J. Demmer, 57 (1)(2)
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President, Jack Demmer Ford, Inc.,
Jack Demmer Lincoln, Inc. and
Jack Demmer Leasing, Inc.
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2004
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2014
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Michael V. Dorian, Jr., 51
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President, Mike Dorian Ford
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1994
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2013
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David Himick, 85
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Retired, Industrial Supply
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1995
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2012
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Donald G. Karcher, 81
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Insurance Underwriter,
Karcher Agency Inc.
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1992
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2013
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Bradley F. Keller, 69 (2)
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Retired, Management
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1992
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2014
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Jeffrey G. Longstreth, 68 (2)
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Retired, Real Estate Broker/Owner
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1992
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2014
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Michael J. Ross, 60
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President and CEO of the Corporation;
President and CEO, Fidelity Bank
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1994
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2012
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Robert C. Schwyn, 72
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Physician
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1994
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2012
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(1)
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William J. Demmer is the son of John E. Demmer.
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(2)
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Nominated for election as a director.
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5
The particular experience, qualifications, attributes, or skills that led the Nominating
Committee to conclude that each nominee listed in the table above should serve or continue to serve
as a director are described below. Each director brings to the Board many years of Corporation and
Bank knowledge and experience. All directors have financial business experience which includes
understanding financial statements, accounting principles, internal controls, financial reporting
and audit committee functions.
Mrs. Campbell gained operational and financial expertise as president and CEO of an automotive
supply corporation and actively serves as a director and trustee on various non-profit boards.
Mr. John Demmer has a business administration degree from Wayne State University. Mr. Demmer
derived executive leadership and extensive business expertise through 64 years of experience as an
automobile dealership owner. Mr. Demmer is involved in civic organizations and has a vast
knowledge of the business community.
Mr. William Demmer has 36 years of business experience in areas of accounting, audit,
compliance, sales and marketing, and is the current president of two automobile dealerships and an
auto leasing company. Mr. Demmer serves on non-profit committees and on numerous trade-related
boards in leadership roles. Mr. Demmer has served as a director on two bank boards and
successfully completed the Michigan Bank Directors College Spring 2010 session.
Mr. Dorian has a business management degree and as the current president of an automotive
dealership, is actively involved in all aspects of the retail business. With 36 years in the
business, Mr. Dorians business administration experience includes strategic planning, audit and
financing, management, sales and marketing, operations, and personnel matters and knowledge of the
market area.
Mr. Himick acquired business expertise as president and owner of a successful multi location
company, his 30 year experience in the industrial manufacturing industry, and has knowledge of the
business community in the market area of the Bank.
Mr. Karcher has a business administration degree in economics from the University of Michigan
and is a post graduate of the University of Pennsylvania, Wharton School of Finance. Mr. Karcher
also has an associate degree in risk management and is a Chartered Property Casualty Underwriter.
Mr. Karcher developed his business expertise in operating a family owned insurance agency. He
served as president and chairman and remains active in the sales aspect of the business. Mr.
Karcher has held leadership roles and is involved in various insurance and civic organizations.
Mr. Keller has a business degree in management from Davenport University and an MBA from the
University of Detroit/Mercy. Mr. Keller was employed by Ford Motor Company for 26 years and held
various management positions. Mr. Keller gained entrepreneurial small business knowledge and
experience as president and CEO of multiple corporations and has held leadership roles in
non-profit and civic organizations.
Mr. Longstreth recently retired after 30 years as a real estate broker. Mr. Longstreth owned
and managed a large real estate company for over 25 years and developed extensive knowledge of the
local community. Mr. Longstreth was selected as Realtor of the Year by the Dearborn Board of
Realtors. Mr. Longstreth has a chemical engineering degree from the University of Michigan and
taught math and science on the high school level.
Mr. Ross has a business degree from Albion College and graduated from the University of
Michigan Graduate School of Bank Management. Mr. Ross has 39 years experience in banking, a strong
background in commercial lending and business development and an in-depth knowledge of the
financials of the Corporation. Mr. Ross actively serves as a director and trustee on several
non-profit boards.
Dr. Schwyn maintains a successful medical practice, representing 35 years of dedication to
service of the local community. Dr. Schwyn has experience in all self employment business aspects
and serves on various boards within the medical community.
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CORPORATE GOVERNANCE
The Board of Directors has determined that all directors are independent within the meaning of
the rules promulgated by The NASDAQ Global Market except for Mr. Ross due to his employment as an
executive officer and Mr. Himick due to his family relationship to an officer of the Bank. In
making this determination, the Board of Directors has concluded that none of the independent
directors has a relationship that in the opinion of the Board would interfere with the exercise of
independent judgment in carrying out the responsibilities of a director.
The Corporations independent directors meet periodically in executive sessions without any
officer directors in attendance. If the Board convenes a special meeting, the independent
directors may hold an executive session if the circumstances warrant.
The Board of Directors has separated the roles of Chief Executive Officer and Chairman of the
Board in recognition of the differences between the two roles. The CEO is responsible for setting
the strategic direction for the Corporation and the day to day leadership and performance of the
Corporation, while the Chairman provides guidance to the CEO and presides over meetings of the
Board. The Chairman, as an independent director, brings experience, oversight and expertise from
outside the Corporation and industry, while the Chief Executive Officer brings corporation-specific
experience and expertise. The Board believes this structure allows for a balanced corporate vision
and strategy.
The Board, as a whole and through its committees, has responsibility for the oversight of risk
management. In its risk oversight role, the Board of Directors has the responsibility to satisfy
itself that the risk management processes designed and implemented by management are adequate and
functioning as designed. Directors are entitled to rely on management and the advice of the
Corporations outside advisors and auditors, but must at all times have a reasonable basis for such
reliance. The Board of Directors relies upon the Chief Executive Officer and Chief Financial
Officer to supervise the day-to-day risk management, each of whom provides reports directly to the
Board of Directors and certain Board Committees, as appropriate. The Board of Directors also
delegates certain oversight responsibilities to its Board Committees.
The Board of Directors held twelve meetings during 2010. Each director attended at least
seventy five percent of the aggregate number of meetings of the Board of Directors and Board
committees of which the director was a member. The Corporation encourages members of its Board of
Directors to attend the Annual Meeting of Shareholders. All of the directors attended the Annual
Meeting of Shareholders held May 18, 2010.
The members of the Audit Committee during 2010 were Donald G. Karcher (Chairman), Margaret I.
Campbell, William J. Demmer, Michael V. Dorian, Jr. and Bradley F. Keller. Mr. Karcher and Mr.
Keller meet the requirement as an audit committee financial expert as that term is defined in the
rules of the Securities and Exchange Commission. The Audit Committee, which oversees the
Corporations financial reporting process, met four times during 2010.
The members of the Compensation Committee for 2010 were Bradley F. Keller (Chairman), John E.
Demmer, William J. Demmer and Donald G. Karcher. The Compensation Committee met twice during 2010.
The Compensation Committee of the Board of Directors provides assistance to the Board of Directors
in carrying out its responsibilities relating to the compensation of the executive officers. The
Committee is responsible for developing the Corporations executive compensation policies and
making recommendations to the Board of Directors with respect thereto. In addition, the Committee
makes annual recommendations to the Board of Directors for final approval concerning the
compensation to be paid to the Chief Executive Officer of the Bank and determines the compensation
to be paid to each of the other executive officers of the Bank. The Chief Executive Officer and
the other executive officers evaluate Corporation and individual performance goals and determine
appropriate levels of compensation. The Chief Executive Officer of the Bank makes recommendations
to the Committee regarding the level of compensation of executive officers other than him. After
discussing the recommendations with the Chief Executive Officer, the Committee meets in executive
session to make the final decisions. The Committee can exercise its discretion in modifying any
recommendations.
7
The Compensation Committee has the authority to delegate appropriate matters to subcommittees
as the Committee may determine in its discretion. The Committee also administers all aspects of
the Corporations executive compensation program including its Stock Option Plan and Long Term
Incentive Plan and may engage a compensation consultant to provide assistance in connection with
establishing executive compensation programs. The Committee will review periodically the
Corporations compensation of its directors. The Committee has authority to make changes to the
cash compensation for directors, or may recommend such changes to the Board of Directors for
approval.
The Corporation has a Nominating Committee which is composed of Donald G. Karcher (Chairman),
William J. Demmer and Bradley F. Keller. This Committee, which met once during 2010, recommends
nominees for election as directors at the Annual Meeting of Shareholders, and recommends
individuals to fill vacancies which may occur between annual meetings. The Committee will consider
as potential nominees persons recommended by shareholders. Recommendations should be submitted to
the Nominating Committee in care of the Secretary of the Corporation and include a personal
biography of the suggested nominee, an indication of the background or experience that qualifies
the person for consideration and a statement that the person has agreed to serve if nominated and
elected.
The Corporation has taken a number of steps to protect and promote the interests of
shareholders. The charters of the Audit, Compensation and Nominating Committees are available on
the internet at
http://www.fidbank.com
under Investor Relations. The Code of Ethics,
which applies to all directors, officers and employees including the Chief Executive Officer and
the Chief Financial Officer, is also available on the website. Copies of the charters and the Code
of Ethics are also available free of charge to shareholders upon written request.
Shareholders and other interested parties may communicate with members of the Corporations
Board of Directors by mail addressed to a member of the Board of Directors or to a specific
committee of the Board of Directors at Dearborn Bancorp, Inc., 4000 Allen Rd, Allen Park MI
48101-2756. Communications will be reviewed by the Corporate Secretary and if appropriate, be
forwarded to the director or committee.
AUDIT COMMITTEE REPORT
The Audit Committee (the Committee) has reviewed and discussed with management the
Corporations audited consolidated financial statements as of and for the year ended December 31,
2010. The Committee has discussed with the independent auditors, BKD LLP (BKD), the matters
required to be discussed by Statement on Auditing Standards No. 61, Communication with Audit
Committees, as amended, by the Auditing Standards Board of the American Institute of Certified
Public Accountants. The Committee has received and reviewed the written disclosures from BKD
required by Public Company Accounting Oversight Board Rule 3526,
Communications with Audit
Committee Concerning Independence
, and discussed with the auditors the auditors independence.
Based on the reviews and discussions referred to above, the Committee recommended to the Board of
Directors (and the Board of Directors approved) that the consolidated financial statements referred
to above be included in the Corporations Annual Report on Form 10-K for the year ended December
31, 2010. The Committee had also considered whether the provisions of other services performed by
BKD for the Corporation not related to the audit of the financial statements referred to above is
compatible with maintaining BKDs independence.
AUDIT COMMITTEE
Donald G. Karcher, Chairman
Margaret I. Campbell
William J. Demmer
Michael V. Dorian, Jr.
Bradley F. Keller
8
SUMMARY COMPENSATION TABLE
The following table sets forth the annual and long-term compensation paid to the Corporations
named executive officers for services during 2010 and 2009.
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|
|
|
|
|
Option
|
|
All other
|
|
|
|
|
|
|
|
|
Salary
|
|
Awards
|
|
Compensation
|
|
Total
|
Name and Principal Position
|
|
Year
|
|
($)(1)
|
|
($)(2)
|
|
($)(3)
|
|
($)
|
Michael J. Ross
|
|
|
2010
|
|
|
$
|
357,127
|
|
|
$
|
28,718
|
|
|
$
|
25,247
|
|
|
$
|
411,092
|
|
President and
|
|
|
2009
|
|
|
$
|
357,127
|
|
|
$
|
|
|
|
$
|
33,336
|
|
|
$
|
390,463
|
|
Chief Executive Officer
Dearborn Bancorp, Inc.
Fidelity Bank
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jeffrey L. Karafa
|
|
|
2010
|
|
|
$
|
200,000
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
200,000
|
|
Vice President, Treasurer
|
|
|
2009
|
|
|
$
|
200,000
|
|
|
$
|
|
|
|
$
|
4,140
|
|
|
$
|
204,140
|
|
and Secretary
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dearborn Bancorp, Inc.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior Vice President, CFO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fidelity Bank
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Warren R. Musson
|
|
|
2010
|
|
|
$
|
234,531
|
|
|
$
|
17,673
|
|
|
$
|
|
|
|
$
|
252,204
|
|
Senior Vice President
|
|
|
2009
|
|
|
$
|
234,531
|
|
|
$
|
|
|
|
$
|
5,041
|
|
|
$
|
239,572
|
|
Head of Lending
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fidelity Bank
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jeffrey J. Wolber
|
|
|
2010
|
|
|
$
|
185,400
|
|
|
$
|
17,673
|
|
|
$
|
|
|
|
$
|
203,073
|
|
Senior Vice President
|
|
|
2009
|
|
|
$
|
185,400
|
|
|
$
|
|
|
|
$
|
1,921
|
|
|
$
|
187,321
|
|
Head of Retail
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fidelity Bank
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
The Base salary of the named executive officers remained unchanged from 2009, as part of a
variety of cost-saving measures.
|
|
(2)
|
|
Amounts in these columns reflect the grant date fair value computed for the year ended
December 31, 2010 in accordance with FASB ASC Topic 718 (formerly known as SFAS 123R).
Assumptions used in the calculation of these amounts are included in Note N to the
Corporations audited financial statements for the year ended December 31, 2010.
|
|
(3)
|
|
Includes automobile lease and insurance payments of $9,599, life and disability insurance
payments of $10,781 and social club dues of $4,867 for Mr. Ross.
|
9
OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2010
Information regarding equity awards granted to the executive officers and outstanding at
December 31, 2010 is shown below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding Equity Awards at Fiscal Year-End
|
|
|
Option awards
|
|
|
Number of
|
|
Number of
|
|
|
|
|
|
|
securities
|
|
securities
|
|
|
|
|
|
|
underlying
|
|
underlying
|
|
|
|
|
|
|
unexercised
|
|
unexercised
|
|
Option
|
|
|
|
|
options
|
|
unearned
|
|
exercise
|
|
Option
|
|
|
exercisable
|
|
options
|
|
price
|
|
expiration
|
Name
|
|
(#)(1)
|
|
(#)(2)
|
|
($)
|
|
date
|
Michael J. Ross
|
|
|
24,434
|
|
|
|
|
|
|
$
|
7.33
|
|
|
|
1/15/2012
|
|
|
|
|
17,843
|
|
|
|
|
|
|
$
|
12.45
|
|
|
|
1/21/2013
|
|
|
|
|
26,939
|
|
|
|
|
|
|
$
|
6.47
|
|
|
|
9/16/2013
|
|
|
|
|
2,801
|
|
|
|
|
|
|
$
|
13.06
|
|
|
|
10/18/2015
|
|
|
|
|
23,348
|
|
|
|
|
|
|
$
|
1.65
|
|
|
|
11/15/2015
|
|
|
|
|
953
|
|
|
|
|
|
|
$
|
13.06
|
|
|
|
8/29/2016
|
|
|
|
|
|
|
|
|
20,000
|
|
|
$
|
1.75
|
|
|
|
9/16/2018
|
|
Jeffrey L. Karafa
|
|
|
1483
|
|
|
|
|
|
|
$
|
13.06
|
|
|
|
10/18/2015
|
|
|
|
|
504
|
|
|
|
|
|
|
$
|
13.06
|
|
|
|
8/29/2016
|
|
|
|
|
|
|
|
|
20,000
|
|
|
$
|
1.75
|
|
|
|
9/16/2018
|
|
Warren R. Musson
|
|
|
14,660
|
|
|
|
|
|
|
$
|
7.33
|
|
|
|
1/15/2012
|
|
|
|
|
11,820
|
|
|
|
|
|
|
$
|
12.45
|
|
|
|
1/21/2013
|
|
|
|
|
22,451
|
|
|
|
|
|
|
$
|
5.22
|
|
|
|
9/16/2013
|
|
|
|
|
1,483
|
|
|
|
|
|
|
$
|
13.06
|
|
|
|
10/18/2015
|
|
|
|
|
14,368
|
|
|
|
|
|
|
$
|
1.65
|
|
|
|
11/15/2015
|
|
|
|
|
504
|
|
|
|
|
|
|
$
|
13.06
|
|
|
|
8/29/2016
|
|
|
|
|
|
|
|
|
20,000
|
|
|
$
|
1.75
|
|
|
|
9/16/2018
|
|
Jeffrey J. Wolber
|
|
|
14,660
|
|
|
|
|
|
|
$
|
7.33
|
|
|
|
1/15/2012
|
|
|
|
|
11,820
|
|
|
|
|
|
|
$
|
12.45
|
|
|
|
1/21/2013
|
|
|
|
|
1,483
|
|
|
|
|
|
|
$
|
13.06
|
|
|
|
10/18/2015
|
|
|
|
|
14,368
|
|
|
|
|
|
|
$
|
1.65
|
|
|
|
11/15/2015
|
|
|
|
|
504
|
|
|
|
|
|
|
$
|
13.06
|
|
|
|
8/29/2016
|
|
|
|
|
|
|
|
|
20,000
|
|
|
$
|
1.75
|
|
|
|
9/16/2018
|
|
|
|
|
(1)
|
|
Options are fully vested.
|
|
(2)
|
|
Awards expiring in 2018 vest on September 16, 2011.
|
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
The Corporation and the Bank have entered into an employment agreement with Mr. Ross on June
20, 2003 that provides for his employment, compensation, benefits, termination, severance,
confidentiality and non-compete arrangements. The agreement includes provisions that provide
compensation and benefits to Mr. Ross in the event his employment is terminated voluntarily by Mr.
Ross for Good Reason or by the Corporation without Cause or due to the death or disability of Mr.
Ross. Termination without Cause or with Good Reason would include a cash amount equal to his
annual base salary times 2.9 plus a cash amount equal to the highest bonus awarded during the
previous three years times 2.9, outplacement costs up to $15,000, medical insurance for twelve
months and all other benefits for two years.
10
The Corporation has entered into change in control agreements with Messrs. Karafa, Musson and
Wolber on June 20, 2003 that provide for the payment of their compensation and certain benefits in
the event of a change in control of the Corporation. Termination without Cause or with Good Reason
would include an immediate lump sum payment of the highest annual base salary and a cash amount equal to the highest annual bonus
awarded during the previous three years, up to $15,000 for outplacement services, medical insurance
for a defined period of time and all other benefits for one year.
The employment and change in control agreements have an initial term of five years and
thereafter are automatically extended for one additional year on an annual basis. The terms
Cause and Good Reason are defined in the agreements. Cause includes certain acts of dishonesty
and intentional gross neglect, conviction of a felony, and certain intentional breaches of the
obligations of the executive officers in the agreements relating to confidentiality of our
information and not competing with us. Good Reason includes an assignment to the executive
officers of a title or duties that are materially inconsistent with his position, titles, duties or
responsibilities, and certain failure by the Corporation to comply in a material respect, even
after notice to us, with our obligations to the executive officers under the agreements.
DIRECTOR COMPENSATION DURING 2010
The following table sets forth information on non-employee director compensation. Mr. Ross
does not receive compensation for services as a director. Each director of the Corporation is also
a director of the Bank and is not compensated separately for service on the Corporations Board.
This information relates to compensation paid by the Bank, as the Corporation did not pay any
director compensation in 2010. The Bank Board held twelve meetings in 2010. Each non-employee
Bank director received a monthly retainer fee of $850.00. The Chairman of the Bank Board received
$1,200 per Bank Board meeting and all other non-employee directors received $800 per Bank Board
meeting attended. Also, all non-employee Bank directors received $400 for each committee meeting
attended and the Chairperson of the committee received $575 per committee meeting attended. Mr.
Dorian does not participate in the director compensation program, at his request.
|
|
|
|
|
|
|
Fees paid
|
Name
|
|
in cash ($)
|
Margaret I. Campbell
|
|
$
|
18,600.00
|
|
John E. Demmer
|
|
$
|
35,100.00
|
|
William J. Demmer
|
|
$
|
23,000.00
|
|
Michael V. Dorian, Jr.
|
|
$
|
|
|
David Himick
|
|
$
|
23,800.00
|
|
Donald G. Karcher
|
|
$
|
28,500.00
|
|
Bradley F. Keller
|
|
$
|
26,150.00
|
|
Jeffrey G. Longstreth
|
|
$
|
23,400.00
|
|
Robert C. Schwyn
|
|
$
|
25,000.00
|
|
RELATED TRANSACTIONS
Certain directors and officers of the Corporation, their associates and members of their
immediate families were customers of, and had transactions, including loans and commitments to
lend, with the Bank in the ordinary course of business during 2010. All such loans and commitments
were made by the Bank 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. Similar
transactions may be expected to take place in the ordinary course of business in the future.
11
The Corporation does not have a written policy or procedures for review, approval or
ratification of related party transactions. However, the Corporation does adhere to a Code of
Ethics under which all directors and officers are expected to make decisions and take actions based
upon the best interest of the Corporation and not based upon personal relationships or benefits.
Our Code of Ethics requires disclosure of potential related
transactions and prohibits directors
and executive officers from engaging in transactions that could give rise to a conflict of interest
or
the appearance of a conflict of interest. Our Chief Executive Officer reviews any significant
transaction a director or executive officer proposes to have with the Corporation, including any
transaction that would require disclosure under the rules of the Securities and Exchange
Commission. In reviewing the potential transaction, the CEO will consider the fairness of the
transaction to the Corporation, whether the transaction would or could compromise the interested
partys independence and judgment, the best interests of the Corporation, and such other factors
determined advisable by the Board of Directors.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Corporations directors and
officers to file reports of ownership and changes in ownership of Common Stock with the Securities
and Exchange Commission. Based upon written representations by each director and officer, the
Corporation believes all reports were timely filed by such persons during the last fiscal year
except for one late Form 4 for each of the following directors: Mr. Dorian and Mr. Longstreth.
INDEPENDENT PUBLIC ACCOUNTANTS
Selection of Independent Public Accountants
Our Audit Committee has selected BKD as our principal independent auditor for the year ended
December 31, 2010. Representatives of BKD plan to attend the Annual Meeting of Shareholders, will
have the opportunity to make a statement if they desire to do so, and will respond to appropriate
questions by shareholders.
Fees Paid to Independent Public Accountants
The following table sets forth the aggregate fees billed to the Corporation for the years
ended December 31, 2010 and 2009 by the Corporations principal accounting firm BKD LLP.
|
|
|
|
|
|
|
|
|
|
|
2010
|
|
|
2009
|
|
Audit Fees (1)
|
|
$
|
197,481
|
|
|
$
|
232,240
|
|
Audit Related Fees (2)
|
|
|
17,250
|
|
|
|
50,413
|
|
Tax Fees (3)
|
|
|
26,500
|
|
|
|
15,425
|
|
|
|
|
|
|
|
|
|
|
$
|
241,231
|
|
|
$
|
298,078
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
Includes fees for the integrated audit of the consolidated financial statements and
internal control over financial reporting and review of the unaudited condensed
consolidated financial statements included in quarterly reports on Form 10-Q.
|
|
(2)
|
|
Includes fees paid for the audit of the Corporations benefit plan for 2010 and
2009 and consulting on various accounting and auditing matters for 2009 only.
|
|
(3)
|
|
Includes fees billed for tax compliance/preparation and other tax services.
|
The Audit Committee has considered whether the provision of these services is compatible with
maintaining the principal accountants independence. The Audit Committee has determined such
services for 2010 and 2009 were compatible.
The Audit Committee is responsible for appointing, compensating and overseeing the work of the
independent auditor. The Audit Committee has established a policy regarding the pre-approval of
all audit and non-audit services provided by the independent auditor. This policy requires the
Audit Committee to receive advance approval for specific projects and categories of service. The
Audit Committee reviews these requests and advises management if the Committee approves the
engagement of the independent auditor. All services performed after the
establishment of the policy have been pre-approved pursuant to the policy.
12
SHAREHOLDER PROPOSALS
Pursuant to the General Rules under the Securities Exchange Act of 1934, proposals of
shareholders intended to be presented at the 2012 Annual Meeting of Shareholders must be received
by the Secretary of the Corporation at the corporate offices on or before December 1, 2011. The
proposal must comply with SEC regulations regarding the inclusion of shareholder proposals in
company-sponsored proxy materials.
MISCELLANEOUS
The annual report of the Corporation for the fiscal year ended December 31, 2010, including
financial statements, is being mailed to shareholders with this Proxy Statement.
The Corporation maintains an internet website at
http://www.fidbank.com
. The
Corporation makes available free of charge through its website various reports that it files with
the Securities and Exchange Commission, including the annual report on Form 10-K, quarterly reports
on Form 10-Q, current reports on Form 8-K, and amendments to these reports. From the home page at
http://
www.fidbank.com, go to Investor Relations to access the reports. The annual
report on Form 10-K for the year ended December 31, 2010, will be provided free to shareholders
upon written request. Write to Dearborn Bancorp, Inc., 4000 Allen Rd, Allen Park MI 48101-2756.
The management of the Corporation is not aware of any other matter to be presented for action
at the meeting. However, if any such other matter is properly presented for action, it is the
intention of the persons named in the accompanying form of proxy to vote thereon in accordance with
their best judgment.
The cost of soliciting proxies in the accompanying forms will be paid by the Corporation. The
Corporation may reimburse brokers and other persons holding stock in their names or in the names of
nominees for their expenses in sending proxy materials to the beneficial owners and obtaining their
proxies. In addition to solicitation by mail, proxies may be solicited in person, or by telephone
or electronic communication, by officers and employees of the Corporation and the Bank.
|
|
|
|
|
By Order of the Board of Directors,
|
|
|
|
|
|
Jeffrey L. Karafa
|
|
|
Secretary
|
April 15, 2011
Dearborn, Michigan
13
PROXY
DEARBORN BANCORP, INC.
PROXY - Solicited by Board of Directors
For Annual Meeting of Shareholders to Be Held May 17, 2011
The undersigned hereby appoints John E. Demmer and Michael J. Ross, or either of them, with power
of substitution in each, proxies to vote all Common Stock of the undersigned in Dearborn Bancorp,
Inc. at the Annual Meeting of Shareholders to be held on May 17, 2011 and all adjournments thereof,
upon the Election of Directors as listed on the reverse.
1. ELECTION OF DIRECTORS ___ FOR all nominees listed below ___WITHHOLD AUTHORITY
to
(except as indicated to the contrary below) vote for all nominees listed below
Nominees as Directors: William J. Demmer, Bradley F. Keller and Jeffrey G. Longstreth
INSTRUCTION: To withhold authority to vote for any individual nominee write that nominees name on
the space provided below.
|
|
|
|
|
|
|
|
Signature of Shareholder
|
|
|
|
|
|
|
|
|
Signature of Shareholder
|
|
|
|
|
|
Dated
, 2011
Please sign exactly as your name is
printed hereon. When signing as attorney,
executor, administrator, personal
representative, trustee, or guardian, please
give full title. If stock is held jointly,
each joint owner must sign.
|
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