United States
Securities and Exchange Commission
Washington, DC 20549
SCHEDULE 14A
SCHEDULE
14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE
ACT OF 1934
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Filed by the Registrant
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Filed by a Party other than the Registrant
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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
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CSB 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):
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Fee computed on table below per Exchange Act Rules
14a-6(i)(l)
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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(4)
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Proposed maximum aggregate value of transaction:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule
0-1l
(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.
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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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91 North Clay Street
Millersburg, Ohio 44654
March 15, 2019
Dear
Fellow Shareholders:
We cordially invite you to attend the 2019 Annual Meeting of Shareholders (the Meeting) of CSB Bancorp,
Inc. (CSB) to be held on Wednesday, April 24, 2019, at 7:00 p.m., local time, at the Carlisle Inn, located at 4949 Walnut Street, Walnut Creek, Ohio 44687.
The Meeting is being conducted for the following purposes:
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1.
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To elect the following directors for terms of three years each:
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Nominee
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Term Will Expire In
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Jeffery A. Robb, Sr.
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2022
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Cheryl M. Kirkbride
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2022
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To ratify the appointment of S.R. Snodgrass, P.C. as the independent registered public accounting firm for
CSB for the fiscal year ending December 31, 2019;
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3.
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To approve, in a
non-binding
advisory vote, the compensation of
CSBs named executive officers;
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4.
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To conduct an advisory vote on the frequency of future advisory votes on the compensation of CSBs
named executive officers; and
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5.
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To transact any other business that may properly come before the Meeting or any adjournments thereof.
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At the conclusion of the Meeting, we will review highlights of the past year, the Commercial and Savings Banks
140
th
consecutive year of existence doing business chartered by the State of Ohio. This was a momentous year for CSB. A number of the performance highlights and matters upon which we will report
are outlined on page 4.
We sincerely hope you will be able to attend the Meeting. Whether or not you plan to attend, it is important that
your shares be represented. Please execute and vote your shares promptly by telephone, by internet, or by completing, executing and returning the enclosed proxy by mail in the envelope provided. To vote by phone or by the internet, simply refer to
the enclosed proxy card for information on how to do so.
Thank you for your support of CSB.
Sincerely,
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Robert K. Baker
Chairman, Board of Directors
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Eddie L. Steiner
President & Chief Executive Officer
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This Proxy Summary provides general information about CSB Bancorp, Inc., referred to as CSB,
the Company, we, us, and our in this Proxy Statement, and highlights certain information contained elsewhere in this Proxy Statement. As it is only a summary, please refer to the entire Proxy Statement
and the 2018 Annual Report to Shareholders before you vote. This proxy statement and the proxy card were first mailed to shareholders entitled to vote their shares at the 2019 Annual Meeting on March 15, 2019
CSB does business primarily through its wholly-owned subsidiary community bank, The Commercial and Savings Bank of Millersburg, Ohio. Our
mission as an independent community bank is to provide high quality financial services through valued employees, thereby meeting the needs of customers and the diverse communities we serve, while generating profit and increasing value for our
shareholders. The six core values by which we operate include
Profit Responsibility;
Customer Service;
Valued Employees;
Honesty
and
Integrity
in all of our dealings;
Enjoyment
of
work, life and each
other; and
Growth
of the Company and each Employee.
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Key accomplishments during 2018 include:
Record Assets of $732 million
Record Deposits of $606 million
Record Net Loans of $543 million
Record Revenue of $31 million
Record Net Income of $9.4 million
Return on Average Assets of 1.31%
Return on Average Equity of 12.89%
Record $2.7 million in cash dividends to shareholders
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Total stock return of 19%, assuming reinvestment of dividends
Growth of deposit market share in all four primary counties served
Growth of loans, deposits, and assets under wealth management in Orrville during first full year of new banking center
Additionally:
Demonstrated board refreshment, diversity and expanded geographic coverage with two new directors added: Vikki Briggs
(from Wooster) and Cheryl Kirkbride (from Orrville). Both are excellent additions and contributors to the Board and the Companys performance in their first year of service.
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Statistics for the eight directors who served the past full year are as follows:
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Audit, Compensation and Nominating Committee are comprised solely of independent directors.
Audit Committee comprised of two financial experts, an attorney and a chief operations officer of a large area employer.
Continued rigorous evaluation and review process of Board, Committees, Directors standing for election, and the CEO.
Second consecutive year NorthCoast 99 Award for being 1 of 99 best places for Top Talent to work in northeast Ohio.
Continued dedication to significant contributions in the communities we serve. Eighteen of CSBs officers serve on boards of area
non-profit
organizations, with nine currently serving as Chair/President, Treasurer or Secretary of the board. Many additional CSB team members are involved in local school and church volunteer leadership roles.
Additionally, donated in excess of $200,000 to various civic, educational, and
not-for-profit
initiatives and causes within our specific four county area.
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NOTICE OF ANNUAL SHAREHOLDERS
MEETING
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DATE & TIME
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LOCATION
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RECORD DATE
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Wednesday, April 24, 2019
7:00 P.M. Eastern time
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Carlisle Inn
4949 Walnut Street,
Walnut Creek, Ohio 44687
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Record holders as of March 1,
2019 are entitled to notice of, and to vote at, the Annual Meeting
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SUMMARY OF MATTERS TO BE VOTED
UPON
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The following table provides a summary of the items, which will be voted upon by our shareholders at the
meeting, along with the Boards voting recommendations and required vote for approval.
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Proposal No.
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Description of Proposal
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Required Vote for
Approval
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Boards
Recommendation
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1
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Election Of Directors
For more information see page 23
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For each director, the two directors receiving the most votes will be elected.
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FOR
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2
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The ratification of S. R. Snodgrass, P.C., as our independent auditor for the 2019 fiscal year
For more information see page 24
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Majority of shares entitled to vote
and cast on this matter.
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FOR
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3
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Advisory vote on executive compensation
For more information see page 26
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Majority of shares entitled to vote and cast on this matter.
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FOR
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4
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Advisory vote on the frequency of
future non-binding resolutions to approve the compensation of our named executive officer
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Majority of shares entitled to vote and cast on this matter.
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FOR
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For more information see page 27
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THREE
YEAR
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FREQUENCY
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Will transact any other business that may properly come before the meeting or any
adjournment of the meeting.
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VOTING OF PROXY
MATERIALS
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Your vote is important!
A majority of shares must be represented in order to hold the Annual Meeting.
You must vote by no later than 11:59 P.M. EDT, on April 23, 2019 when voting electronically.
You may vote in one of the following ways:
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http://www.csb1.com
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Select:
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CSB BANCORP, INC.
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Call the number listed on
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1.
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Investor Relations
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91 North Clay Street
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your proxy by 11:59 P.M.
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2.
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Other Information
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Millersburg, Ohio 44654
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April 23, 2019
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3.
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Proxy Site
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Complete enclosed, sign & mail
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You will
need your
15-digit
control number shown on your proxy card.
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You will need your
15-digit
control number shown on your proxy card
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If your shares are held by a broker, it is important that you provide instructions to your broker so that your
vote is counted on all matters. If you wish to personally vote your broker-held shares, please obtain a legal proxy from the broker holder of record indicating that you are the beneficial owner of such shares.
You may vote, or revote and/or change your vote, at any time and as many times as you wish prior to 11:59 P.M. EDT on April 23, 2019. If
you vote more than once for any item, your most recent vote prior to 11:59 P.M. EDT on April 23, 2019 will be your vote of record prior to the Annual Meeting.
Voting in the above ways will not prevent you from attending or voting your shares at the meeting, but will ensure that your shares are
represented at the meeting. We encourage you to vote by Internet or telephone in order to reduce mailing and handling expenses.
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QUESTIONS AND ANSWERS ABOUT THE
ANNUAL MEETING AND VOTING
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When And Where Will The Annual Meeting Be Held?
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The Annual Meeting will be held on April 24, 2019, at Carlisle Inn, located at 4949 Walnut Street, Walnut
Creek, Ohio at 7:00 p.m., local time. To obtain directions to the Annual Meeting location, please contact Ms. Peggy L. Conn at (330)
674-9015.
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Why Did I Receive These Proxy Materials?
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You have received these proxy materials because CSBs Board of Directors is soliciting a proxy to vote
your shares at the Annual Meeting. This proxy statement contains information that CSB is required to provide to you under the rules of the Securities and Exchange Commission (the Commission) and is intended to assist you in voting your
shares.
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Who May Vote At The Annual Meeting?
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Only holders of common shares of record at the close of business on March 1, 2019 are entitled to receive
notice of, and to vote at, the Annual Meeting. At the close of business on March 1, 2019, there were 2,742,242 common shares, par value $6.25 per share, of the Company outstanding and entitled to vote.
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What Is The Difference Between Holding Shares As A Shareholder Of Record And As A Beneficial Owner?
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If your shares are registered directly in your name, you are considered the shareholder of record
of those shares. CSB has sent these proxy materials directly to all shareholders of record. Alternatively, if your shares are held in an account at a brokerage firm, bank, broker-dealer or other nominee, which is sometimes called
street name, then you are the beneficial owner of those shares, and these proxy materials were forwarded to you by your nominee. The organization holding your shares is the shareholder of record for purposes of voting the
shares at the Annual Meeting. As the beneficial owner, you have the right to direct your nominee how to vote the common shares held in your account by following the voting instructions they provide to you. If you hold your common shares in street
name, you may be eligible to appoint your proxy electronically via the Internet or by telephone and may incur costs associated with the electronic access or telephone usage.
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How Will My Common Shares Be Voted?
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Those common shares represented by a properly executed proxy received prior to the Annual Meeting and not
subsequently revoked will be voted as you direct. If you submit a valid proxy prior to the Annual Meeting but do not complete the voting instructions on the proxy, to the extent permitted by applicable law, your proxy will vote your common shares as
recommended by the Board of Directors, as follows:
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○
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FOR
the election of each of the director nominees listed below under
PROPOSAL ONE
ELECTION OF DIRECTORS;
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FOR
the ratification of S.R. Snodgrass, P.C. (Snodgrass) as CSBs
independent registered public accounting firm for the fiscal year ending December 31, 2019 under
PROPOSAL TWO RATIFICATION AND APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM;
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FOR
the
non-binding,
advisory resolution to approve
the compensation of CSBs named executive officers under
PROPOSAL THREE ADVISORY VOTE ON EXECUTIVE COMPENSATION;
and
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FOR
THREE YEARS
on the advisory resolution to set the frequency of
future advisory votes to approve the compensation of CSBs named executive officers on
PROPOSAL FOUR - ADVISORY VOTE ON THE FREQUENCY OF FUTURE
NON-BINDING
RESOLUTIONS TO APPROVE THE COMPENSATION
OF OUR NAMED EXECUTIVE OFFICERS.
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Will Other Matters Be Decided At The Annual Meeting?
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On the date that this proxy statement was printed, CSB did not know of any matters to be raised at the Annual
Meeting other than those included in this proxy statement. If you submit a valid proxy and other matters are properly presented for consideration at the Annual Meeting, then the individuals appointed as proxies will have the discretion to vote on
those matters for you.
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May I Revoke My Proxy?
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Yes, proxies may be revoked at any time before a vote is taken or the authority granted is otherwise
exercised. Revocation may be accomplished by:
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Executing and delivering a later dated proxy with regard to the same common shares;
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Giving notice in writing to Ms. Peggy L. Conn, Corporate Secretary, CSB Bancorp, Inc., 91 North Clay
Street, Millersburg, Ohio 44654, which must be received prior to the Annual Meeting; or
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Notifying the Corporate Secretary or voting in person at the Annual Meeting.
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If your shares are held in street name and you wish to revoke your proxy, you should follow the instructions
provided to you by the record holder of your shares. If you wish to revoke your proxy in person at the Annual Meeting, you must bring a legal proxy from the shareholder of record indicating that you were the beneficial owner of the shares on
March 1, 2019. Attending the Annual Meeting will not, by itself, revoke your proxy.
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What Constitutes A Quorum?
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Under CSBs Code of Regulations, as amended (the Regulations), a quorum for purposes of the
Annual Meeting shall consist of a majority of the voting capital stock of CSB then outstanding and entitled to vote at the Annual Meeting. The common shares outstanding are the only shares of CSBs capital stock entitled to vote at the Annual
Meeting. Common shares may be present in person or represented by proxy at the Annual Meeting. As of March 1, 2019, there were 2,742,242 common shares outstanding and entitled to vote. Consequently, at least 1,371,122 common shares must be
represented at the Annual Meeting in person or by proxy in order to constitute a quorum for the transaction of business.
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Abstentions are counted as present for purposes of determining a quorum. Street name holders generally cannot
vote their shares directly and must instead instruct the broker, bank or other shareholder of record how to vote their shares using the voting instructions provided by it. If a street name holder does not provide timely instructions, the broker or
other nominee may have the authority to vote on some proposals but not others. If the broker or other nominee does not vote on a proposal because the nominee does not have discretionary voting power and has not received instructions from the
beneficial owner, this results in a broker
non-vote.
Broker
non-votes
on a matter are counted as present for purposes of establishing a quorum for the Annual Meeting,
but are not considered entitled to vote on that particular matter. Consequently, broker
non-votes
generally have no effect on the matter.
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Who Pays The Cost Of Proxy Solicitation?
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The accompanying proxy is solicited by and on behalf of the Board of Directors of CSB, whose Notice of Annual
Meeting is attached to this proxy statement, and the entire cost of such solicitation will be borne by CSB. In addition to the use of the mail, proxies may be solicited by personal interview, telephone, facsimile and electronic mail by directors,
officers and employees of CSB. Arrangements will be made with brokerage houses and other custodians, nominees and fiduciaries for the forwarding of solicitation material to the beneficial owners of common shares held of record by such persons, and
CSB will reimburse them for reasonable
out-of-pocket
expenses incurred by them in connection therewith.
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What Are The Voting Requirements To Elect the Directors And To Approve the Other Proposals In
This Proxy Statement?
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Each holder of common shares is entitled to one vote for each common share held on March 1, 2019. At this
time, it is not known whether there will be cumulative voting for the election of directors at the Annual Meeting. The votes required to approve each of the proposals that are scheduled to be presented at the Annual Meeting are as follows:
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Proposal One Election Of Directors
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The two director nominees receiving the greatest number of votes will be elected. Broker
non-votes
and proxies marked
Withhold Authority
will not be counted toward the election of directors or toward the election of individual nominees and, thus, will have no effect other than that
they will be counted for establishing a quorum.
Cumulative voting is not available for the other proposals referenced and
described in this proxy statement. A shareholder wishing to exercise cumulative voting with respect to the election of directors must notify the President, a Vice President or the Secretary of CSB in writing before 7:00 p.m., Eastern Daylight Time
on April 22, 2019. If cumulative voting is requested and if an announcement of such request is made upon the convening of the Annual Meeting by the Chairman or the Secretary of the Annual Meeting on behalf of the shareholder requesting
cumulative voting, you will have a number of votes equal to the number of directors to be elected, multiplied by the number of common shares owned by you, and will be entitled to distribute your votes among the candidates as you see fit. If any
shareholder properly demands cumulative voting for the election of directors at the Annual Meeting, your proxy will give the individuals named on the proxy full discretion and authority to vote cumulatively, and in their sole discretion to allocate
votes among any or all of the nominees for director, unless authority to vote for any or all of the nominees is withheld.
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Proposal Two Ratification Of Independent Registered Public Accounting Firm
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The proposal to ratify the appointment of CSBs independent registered public
accounting firm requires the affirmative vote of the holders of a majority of the votes cast on the matter at the Annual Meeting. This Proposal is considered to be a routine matter and, therefore, CSB does not expect any broker
non-votes
on Proposal Two. Abstentions will be counted as a vote cast and, thus, will have the same effect as a vote against Proposal Two.
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Proposal Three Approval of the
Non-Binding
Advisory
Vote on the Compensation of CSBs Named Executive Officers
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The proposal to approve the compensation of CSBs named executive officers requires
the affirmative vote of the holders of the majority of the votes cast on the matter at the Annual Meeting. However, because the vote on this matter is advisory, the results will not be binding on the Board of Directors. The Board will review the
voting results and will take them into consideration when making future decisions regarding executive compensation. Abstentions will be counted as vote cast and, thus, will have the same effect as a vote against Proposal Three. Broker none-votes
will not be counted in determining whether the proposal has been approved.
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Proposal Four Advisory Vote on the Frequency of Future
Non-Binding
Resolutions to Approve the Compensation of Our Named Executive Officers
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The proposal to approve one of the selections as to the frequency of future shareholder
advisory votes on the compensation of CSBs named executive officers requires the affirmative vote of the holders of a majority of the votes cast on the matter at the Annual Meeting. However, because the vote on this matter is advisory, the
results will not be binding on the Board of Directors. The Board will review the voting results and will take them into consideration when making a determination as to how often the advisory vote on executive compensation will take place.
Abstentions will be counted as a vote cast and, thus, will have the same effect as a vote against Proposal Three. Broker
non-votes
will not be counted in determining whether the proposal has been approved.
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BENEFICIAL OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS
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The following table sets forth information as of March 1, 2019, regarding beneficial ownership of the
common shares by each director, each director nominee, each of the named executive officers of CSB appearing in the Summary Compensation Table, and all directors, and executive officers of the Company as a group. In addition, unless otherwise
indicated, all persons named below can be reached at CSB Bancorp, Inc., 91 North Clay Street, Millersburg, Ohio 44654.
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Number of Common Shares
(1)
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Name
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Sole Voting
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Shared Voting
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Total
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Percent of
Outstanding
(2)
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Robert K. Baker
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13,484
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18,268
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31,752
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1.16%
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Vikki G. Briggs
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1,000
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1,200
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2,200
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*
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Julian L. Coblentz
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2,486
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-
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2,486
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*
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Cheryl M. Kirkbride
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1,082
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100
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1,182
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*
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J. Thomas Lang
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1,947
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7,057
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9,004
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*
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Jeffery A. Robb, Sr
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6,250
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-
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6,250
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*
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Eddie L. Steiner
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30,489
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5,526
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36,015
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1.31%
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John R. Waltman
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16,665
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541
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17,206
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*
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Paula J. Meiler
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24,655
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-
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24,655
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*
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Brett A. Gallion
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408
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-
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408
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*
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All current directors and executive officers (10 persons)
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98,466
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32,692
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131,158
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4.78%
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*
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Indicates less than 1% beneficial ownership of the total of common shares outstanding as of March 1,
2019.
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(1)
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The amounts shown represent the total outstanding common shares beneficially owned by the individuals as of
March 1, 2019. Unless otherwise indicated, each individual has sole voting and dispositive power with respect to the common shares indicated.
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(2)
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None of the shares reported are pledged as security. For all directors and executive officers, the
percentage of common shares owned is based upon 2,742,242 common shares issued and outstanding on March 1, 2019.
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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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Section 16(a) of the Securities Exchange Act of 1934, as amended (the Exchange Act), requires
CSBs executive officers and directors, and persons who own more than ten percent of CSBs common shares, to file reports of ownership and changes in ownership on Forms 3, 4, and 5 with the Commission and to provide CSB with a copy of such
form. Based on CSBs review of the copies of such forms it has received, CSB believes that its executive officers and directors complied with all filing requirements applicable to them with respect to transactions during the fiscal year ended
December 31, 2018, with the exception of one late Form 4 reporting one
transaction filed by Ms. Briggs.
10
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NOMINEES FOR ELECTION AS
DIRECTORS
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Term Expiring in 2022
Jeffery A. Robb, Sr.
Age 69
Mr. Robb has served as a director of CSB since 2001. He is a Chairman of the Audit Commitee and a member of The
Commercial & Savings Banks (Bank or Banks) Executive/Loan and Asset Liability (ALCO) Committees. CSB has designated Mr. Robb as an audit committee financial expert. Mr. Robb is currently Chief
Executive Officer of Robb Companies, Inc., a real estate holding company, and has served in this capacity since 1978. He also serves as Chief Executive Officer of Robbco Marine/Ohio Yamaha, and Robbco, LLC, that are marine business serving Buckeye
Lake, which are all privately owned companies located in Hebron, Ohio. Mr. Robb has served in this capacity since 2007. Mr. Robb, who maintains an inactive certified public accounting license in the state of Ohio, is a former director of
the Federal Reserve Bank of Cleveland and former executive director of the Community Bankers Association of Ohio. Mr. Robb is the retired president and chief executive officer of Proctor, Robb and Company, CPA, an accounting firm that
specialized in providing audit, tax, management expertise and consulting services to community banks, thrifts and credit unions. Mr. Robbs prior military service includes serving in the United States Army as an Armor Officer and he is a
Vietnam Veteran. Mr. Robbs educational background in accounting and his professional experiences as an executive officer, director and bank service provider allow him to provide continued financial and bank specific expertise to the Board
of Directors, and accordingly the Board of Directors has nominated him for re-election.
Cheryl M. Kirkbride
Age 49
Ms. Kirkbride was elected as a director of CSB and the Bank on January 25, 2018. She serves on CSBs Audit Committee, as well
as the Banks ALCO and Executive/Loan Committees. Ms. Kirkbride is a Partner at the Kropf Wagner Law Firm, LLP, in Orrville, Ohio where she has worked since 1992. She also currently serves the City of Orrville as its Law Director and has
served in this capacity since 2012. Ms. Kirkbride and her husband also own The Inn at Walnut Creek in Walnut Creek, Ohio. She is currently a member of the Board of Directors of the Orrville Area Boys and Girls Club, Wayne County Community
Foundation and serves as President of the Wayne County Volunteer Guardianship Association as well as a member of the Board of the Amish Country Lodging Council. Ms. Kirkbride obtained a B.A. in English from John Carroll University, a teaching
certificate from the College of Wooster and graduated magna cum laude University of Akron School of Law. Cheryl previously served on the Board of Trustees for the Orrville Public library and the Orrville Area Development Foundation.
Ms. Kirkbrides experience as an attorney, business activities, and knowledge of the business community will enable her to provide continued legal and business insight to the Board of Directors, and accordingly the Board of Directors has
nominated her for
re-election.
11
|
DIRECTORS CONTINUING IN OFFICE
|
Term Expiring in 2020
Robert K. Baker
Age 64
Mr. Baker
has served as a director of CSB and the Bank since 2001, is Chairman of the Board, Chairman of the Nominating Committee, and is a member of the Audit Committee. The Company has designated Mr. Baker as an audit committee financial
expert. Mr. Baker also chairs the Executive/Loan Committee of the Bank. Mr. Baker served as Chairman of the Board of CSB from 2003 through April 2007 and since 2016. Mr. Baker is currently
Co-owner/Controller
of Bakerwell Inc. and associated companies with Bakerwell Service Rigs, Inc. and has served in this capacity since 1983. The Bakerwell companies are in the oil and gas development,
production and service industry. Mr. Baker maintains an inactive certified public accounting license in the state of Ohio. Mr. Baker currently serves as a director of the following boards: Holmes County Airport Authority, the Consumers Gas
Cooperative, and Foundation for Hospital Art. Mr. Baker has previously served the community as a member of the local school board, as a director of the Pomerene Hospital Foundation, and as Treasurer/director of the Historic Downtown Millersburg
Association. Mr. Bakers education and experience in the field of accounting and business ownership experiences in the north central Ohio business market, his leadership and governance experience in the region, as well as his experience as
a director of CSB, allow him to provide continued financial and regional business expertise to the Board of Directors.
J. Thomas Lang
Age 75
Mr. Lang has
served as a director of CSB since 1993 and is a member of the Compensation Committee, Nominating Committee and the Banks Executive/Loan Committee. Mr. Lang has served as a veterinarian and dairy farmer since 1967 and has served as
President and
co-owner
of Spring Hill Farm Inc. located in Big Prairie, Ohio since 1974. Mr. Lang has served on many agricultural related boards at the local, state, and national level.
Mr. Langs education and agricultural ownership business experiences in the local business market as well as his knowledge and experience as a director of CSB, allow him to provide continued regional agricultural, business, and leadership
expertise to the Board of Directors.
Vikki G. Briggs
Age 47
Ms. Briggs
was elected as a director of CSB and the Bank on January 25, 2018. She serves on the Nominating and Compensation Committees and the Banks ALCO and Trust Committees. Ms. Briggs has served as the Program Coordinator for the Applied Methods
and Research Experience (AMRE) for the College of Wooster, with responsibility for marketing the AMRE program to local and regional businesses since 2016. Previously, Ms. Briggs was associated with Sun Life Financial at its headquarters
located in Wellesley Hills, Massachusetts, and its Cleveland, Ohio, office over a sixteen year period with increasing responsibilities. Ms. Briggs obtained a Bachelor of Science in Civil Engineering degree from Tufts University located in
Medford, Massachusetts. Ms. Briggss education, community involvement, and marketing expertise allow her to provide continued business expertise to the Board of Directors.
12
|
DIRECTORS CONTINUING IN OFFICE
|
Term Expiring in 2021
Julian L. Coblentz
Age 40
Mr. Coblentz
has served as a director of CSB and the Bank since 2016 and Chairs the Compensation Committee. He is a member of the Audit and Nominating Committees, and is Chair of the Banks ALCO and Trust Committees. Mr. Coblentz has worked for
Coblentz Distributing, Inc. since 2002, where he currently serves as the Chief Operating Officer and Vice President of Distribution and Business Development. In his role, Mr. Coblentz has supported long-term planning and business strategy,
people development, and operational refinements throughout the organization. Mr. Coblentz has been the owner and operator of Ten Talents Investment Management LLC since 2007. From 2000 to 2002 Mr. Coblentz maintained his Series 7 and
Series 63 Securities Licenses while working as a financial advisor in the trust and brokerage department at the Bank. Mr. Coblentz is a lifelong resident of Holmes County. Mr. Coblentz holds a B.A. from Malone College (now University) with
a major in commercial Music Technology and a minor in Business Administration. Mr. Coblentzs education and experiences in the banking industry, leadership experiences in private business, and his knowledge of local business enable him to
provide continued expertise to the Board of Directors.
Eddie L. Steiner
Age 63
Mr. Steiner
has served as a director of CSB and the Bank since 2001. He is a member of the Banks Executive/Loan, ALCO and Trust Committees. Mr. Steiner has been President and Chief Executive Officer of CSB since 2006, Chairman of the Banks
board of directors since 2006, and President and Chief Executive Officer of the Bank since December 2011. Mr. Steiner serves as a Class A director of the Federal Reserve Bank of Cleveland. He also serves on the Board of Directors of the
Ohio Bankers League. Mr. Steiner is a director and chair of the Audit Committee of the Western Reserve Group, a property and casualty mutual insurance company, located in Wooster, Ohio. Mr. Steiner served on the Banking Commission for the
State of Ohio from May 2013 through December 2018. Mr. Steiner served as a member of the Community Depository Institutions Advisory Council for the Board of Governors of the Federal Reserve System from January 2013 through December 2016. He
also served as a member of the Community Depository Institutions Advisory Council for the Federal Reserve Bank of Cleveland beginning January 2011 through December 2015 and as chair of that council from 2013 through 2015. Mr. Steiner is a
licensed certified public accountant in the state of Ohio, a graduate of the ABA Stonier Graduate School of Banking, and was a member of senior management of Smith Dairy Products Company (nka SmithFoods) from 1989-2006. Mr. Steiner has served
on a number of
not-for-profit
boards, including in various board leadership positions, and currently serves on the boards of the Wayne Economic Development Council and
Main Street Wooster. Mr. Steiners education and experiences in the banking and financial services industries, as well as his business leadership experiences and skills, enable him to provide continued business and leadership insight to
the Board of Directors.
13
|
MEMBERSHIP AND MEETINGS OF THE
BOARD AND ITS COMMITTEES
|
In 2018, each director attended more than 75% of the total number of meetings of the board and the committees
on which they served. In addition, all board members are expected to attend the annual meetings of shareholders, and all attended the 2018 Annual Meeting of Shareholders. Current committee membership for both CSB and the Bank, and the number of
meetings of the full board and each committee in 2018, are shown in the table below.
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
CSB Bancorp, Inc.
Board
|
|
Nominating
|
|
Compensation
|
|
Audit
|
|
Bank Board
|
|
Bank
Executive/Loan
|
Mr. Baker
|
|
Chair
|
|
Chair
|
|
|
|
Member
|
|
Member
|
|
Chair
|
Mr. Coblentz
|
|
Member
|
|
Member
|
|
Chair
|
|
Member
|
|
Member
|
|
|
Mr. Lang
|
|
Member
|
|
Member
|
|
Member
|
|
|
|
Member
|
|
Member
|
Mr. Robb
|
|
Member
|
|
|
|
|
|
Chair
|
|
Member
|
|
Member
|
Mr. Steiner
|
|
Member
|
|
|
|
|
|
|
|
Chair
|
|
Member
|
Mr. Waltman*
|
|
Member
|
|
Member
|
|
Member
|
|
|
|
Member
|
|
Member
|
Ms. Kirkbride
|
|
Member
|
|
|
|
|
|
Member
|
|
Member
|
|
Member
|
Ms. Briggs
|
|
Member
|
|
Member
|
|
Member
|
|
|
|
Member
|
|
|
Number of 2018 meetings
|
|
12
|
|
3
|
|
2
|
|
6
|
|
12
|
|
22
|
*Mr. Waltman will retire at the 2019 Annual Meeting.
The Board of Directors has affirmatively determined that each of the following directors are independent directors under the rules
of The NASDAQ Stock Market LLC (the NASDAQ): Mr. Baker, Ms. Briggs, Mr. Coblentz, Ms. Kirkbride, Mr. Lang, Mr. Robb, and Mr. Waltman.
|
Board Leadership Structure and Role in Risk Oversight
|
Robert K. Baker is the Chairman of the Board of Directors of CSB. Mr. Baker chairs the meetings of the
board of directors and the annual meeting of shareholders. In his role, he has the authority to call meetings of the outside directors and lead executive sessions of the outside directors. Eddie L. Steiner is the Chairman of the Board of the Bank.
The Board of Directors believes Mr. Steiners role is to identify CSBs strategic priorities and lead Board discussions on the execution of Company strategy. The Board of Directors believes that it is beneficial to have an independent
Chairman with the sole job of leading the Board, while allowing the President/CEO to focus his efforts on the day to day management of the Company. The separation of the Chief Executive Officer and the Companys board chair position within its
leadership structure appropriately balances the promotion of CSBs strategic development with the Boards management oversight function. The Board of Directors also believes that its leadership structure has created an environment of open
and efficient communication between the Board and management, enabling the Board to maintain an active and informed role in governance of risk management by being able to monitor and provide direction on those matters that may present significant
risks to CSB.
The Board of Directors role in CSBs risk management process includes reviewing regular reports from senior
management on areas of material risk to the Company, including operational, financial, legal, regulatory and strategic risks. The Board of Directors reviews these reports to enable it to understand and assess CSBs risk environment, risk
management and risk mitigation strategies. While the Board of Directors has the ultimate oversight responsibility for the risk management process, various committees of both management and the Board also have responsibility for risk management. The
Audit Committee assists the Board of Directors in its oversight of CSBs accounting and financial reporting processes. The Compensation Committee oversees the management of risks relating to executive and
non-executive
compensation plans and arrangements. The Nominating Committee serves in a board governance role and annually reviews the constitution of the Board and its committees, the performance of the
Boards committees, and directors with expiring terms. Additionally, the Nominating Committee determines desired and requisite skills and attributes to be represented among directors and authorizes, oversees, and conducts any searches for
prospective board members. While each committee oversees certain risks and the management of such risks, the entire Board of Directors is regularly informed of such risks through committee reports and discussion in board meetings and executive
sessions of the board.
14
The
non-employee
directors of the Board meet periodically in executive
session to discuss issues related to management, personnel and any other matters deemed appropriate by the
non-employee
directors. During 2018, the
non-employee
directors meet in executive session four times.
Each director of CSB also serves as a director of the Bank. Outside directors of the Bank are compensated for
board and committee meetings. Directors receive no compensation from CSB. Directors who are employees receive no additional compensation for serving on the board or its committees. The Bank provides
non-employee
directors the following cash compensation:
|
●
|
|
A cash retainer of $15,000 per year, paid in quarterly installments
|
|
●
|
|
A cash payment of $700 for each board and committee meeting attended
|
|
●
|
|
Audit Committee Chairman receives $300 per quarter and the Chairman of the Board receives $2,000 per quarter
|
|
●
|
|
Reimbursement for customary and usual travel expenses (outside of board and committee meeting attendance)
|
The following table sets forth compensation information for each of the
non-employee
directors of CSB and the Bank during the year ended December 31, 2018:
|
|
|
|
|
Name
|
|
Fees Earned Or
Paid in Cash ($)
|
|
Total ($)
|
Mr. Baker
|
|
|
|
$54,500
|
Ms. Briggs
|
|
|
|
$33,200
|
Mr. Coblentz
|
|
|
|
$37,400
|
Ms. Kirkbride
|
|
|
|
$38,800
|
Mr. Lang
|
|
|
|
$42,300
|
Mr. Robb
|
|
|
|
$44,600
|
Mr. Waltman
|
|
|
|
$45,800
|
Mr. Holtman*
|
|
|
|
$13,280
|
*Mr. Holtman retired from the Board effective at the 2018 annual shareholders meeting.
|
Committees of the Board of Directors
|
The Board has three standing subcommittees, the Audit Committee, Nominating Committee, and the Compensation
Committee. Each of those committees has a charter with designated responsibilities and each committee functions as described in further detail below.
The Board meets as needed to attend to any business necessitating action between regularly scheduled meetings. Accordingly, the Board has not
designated any committee to act on its behalf between regularly scheduled meetings.
In addition to the Boards three standing
committees, the Bank has an Executive/Loan Committee, comprised solely of directors of the Company Board. This bank-level committees duties and activities are further described below.
The Audit Committee assists the Board of Directors in fulfilling its responsibility to oversee the accounting
and financial reporting processes of CSB. All of the members of the Audit Committee are independent directors, as defined by the NASDAQ listing requirements. Among other things, the Audit Committee is responsible for the engagement of independent
auditors, reviewing with the independent auditors the plans and results of the audit, and reviewing the adequacy of internal accounting controls. The Board of Directors has determined that Messrs. Baker and Robb meet the requirements of an
audit committee financial expert as defined by the Commission. Mr. Baker acquired these attributes through education and his experience as a certified public accountant and as a Controller within private industry. Mr. Robb
acquired these attributes through education and his experience in the banking industry and as a certified public accountant. The Audit Committee operates under a written charter, which is reviewed annually by the Committee and the Board and is
available on the Companys website at www.csb1.com, under the Investor Relations/Corporate Governance/Governance Documents tabs.
15
CSB has a Nominating Committee, which recommends to the board the nominees for election as directors. The
Nominating Committee will consider candidates for nomination as a director who are recommended by shareholders, directors and other sources. Under the terms of the Nominating Committee Charter, the Nominating Committee is responsible for ensuring
that the Board and its committees are appropriately constituted in order that the Board may effectively meet its fiduciary and other obligations to the shareholders and to the Company. The Nominating Committee develops and recommends to the Board
the Corporate Governance guidelines. The Committee is responsible for the selection of individuals for nomination to the Board of Directors and considering incumbent directors for nomination and
re-election.
In considering and evaluating potential candidates for positions on the CSB Board of Directors, and consistent with its charter, the
Nominating Committee considers, among other things: (i) the potential candidates knowledge of the communities in which CSB and the Bank operate; (ii) their experience and any special business, financial, or other expertise;
(iii) their reputation for honesty and integrity; and (iv) their ability to provide independent and objective oversight and supervision for matters which may impact CSB and the Bank. The Nominating Committee also considers applicable
requirements of CSBs Regulations and requirements of applicable law and regulations with respect to evaluating potential candidates, as well as other matters which the Nominating Committee deems appropriate in light of the specific
circumstances and the potential candidate. To that end, the Nominating Committee may conduct its own analysis and may also seek information from a variety of outside sources in order to ascertain whether a potential candidate meets the referenced
criteria.
The Nominating Committee utilizes the same standards and criteria in considering and evaluating potential candidates for
positions on the Board of Directors who are recommended by shareholders, when appropriate. The Nominating Committee currently does not have a diversity statement within its charter. Although CSB does not have a specific diversity policy for director
candidates, it is the policy of the Nominating Committee that nominees for director should have a diversity of viewpoints, background, experience and skills. Each of the members of the Nominating Committee are independent, as defined by
the NASDAQ listing requirements. The Nominating Committee operates under a written charter, which is reviewed annually by the Committee and the Board of Directors and is available on the Companys website at www.csb1.com, under the Investor
Relations/Corporate Governance/Governance Documents tabs.
The Compensation Committee is responsible for overseeing the administration of the Companys compensation
philosophy for appropriate levels of compensation and benefits for directors, officers and employees of CSB. All members of the Compensation Committee are considered independent for purposes of the NASDAQ listing requirements. The
Compensation Committee operates under a written charter, which is reviewed annually by the Committee and the Board of Directors and is available on the Companys website at www.csb1.com, under the Investor Relations/Corporate
Governance/Governance Documents tabs.
Pursuant to the terms of its charter, the Compensation Committee may, in its discretion, delegate
all or a portion of its duties and responsibilities to its chairperson or a subcommittee of at least two members of the Compensation Committee except such powers and authorities required by law or regulation to be exercised by the whole Committee.
The Compensation Committee may invite such members of management to its meetings as it may deem desirable or appropriate, consistent with the maintenance of the confidentiality of compensation discussions. Pursuant to its charter, the Compensation
Committee has the authority to select, retain, terminate and approve the fees and other retention terms of special counsel or other experts or consultants, as it deems appropriate, without seeking approval of the Board or management. Executive
sessions, excluding the chief executive officer, are held in conjunction with his annual performance and compensation review to ensure open dialogue and discussion.
Additional discussion of the Compensation Committees role is set forth in the Discussion of Executive Compensation Programs section of
this proxy statement beginning on page 18.
16
|
Bank Executive/Loan Committee
|
The Bank Boards Executive/Loan Committee meets throughout the year to monitor the lending activities of
the Bank and help ensure that such activities are conducted in a manner consistent with the Banks credit policy. As credit risk represents the major risk component within the Bank, the Executive/Loan Committee oversees managements
implementation and enforcement of the Banks credit risk management framework.
|
Additional
sub-committees
of the Bank Board
|
During 2018, the additional
sub-committees
of the Bank Board included
ALCO, responsible for monitoring balance sheet structures and performance, and Trust Committee, responsible for monitoring the Banks wealth management function. Director Coblentz served as chair of these committees.
|
SHAREHOLDER
RECOMMENDATIONS
|
The Nominating Committee of the Board of Directors will consider recommendations for nominations to serve as a
director received from shareholders in accordance with CSBs Regulations. Shareholder recommendations for nomination should be submitted in writing to Ms. Peggy L. Conn, Secretary, CSB Bancorp, Inc., 91 North Clay Street, Millersburg,
Ohio 44654. The recommendation must be provided to CSB in writing not less than 14 nor more than 50 days prior to the date of the Annual Meeting. The recommendation should also include the name, age, business address, residence address, principal
occupation and number of shares of CSB beneficially owned by the recommended candidate for nomination. Shareholder recommendations must also include the information that would be required to be disclosed in the solicitation of proxies for the
election of directors under the federal securities laws. CSB may also require any nominee to furnish additional information regarding the eligibility and qualifications of the candidate recommended.
The following are the executive officers of CSB, other than Mr. Steiner, all of whom are employed
full-time in service to the Company or The Commercial & Savings Bank. Each executive is appointed annually by, and serves at the pleasure of, the Board of Directors of CSB. This table lists each executive officers age as of
March 1, 2019.
|
|
|
|
|
Name
|
|
Age
|
|
Positions Held with CSB and The
Commercial & Savings Bank
|
|
|
|
Paula J. Meiler
|
|
64
|
|
Senior Vice President and Chief Financial Officer of CSB since 2004; Senior Vice President and Chief Financial Officer of The
Commercial & Savings Bank since 2004.
|
Brett A. Gallion
|
|
31
|
|
Senior Vice President, Chief Operating Officer and Chief Information Officer of The Commercial & Savings Bank
since October 2018; Senior Vice President and Senior Operations and Information Officer of the Bank since February 2016; joined the bank in 2004.
|
17
|
DISCUSSION OF EXECUTIVE
COMPENSATION PROGRAMS
|
The following discussion provides information regarding the compensation programs for CSBs named
executive officers, including: (i) the overall objectives of the Companys compensation programs; (ii) the material elements and factors of CSBs compensation programs; and (iii) a discussion of the Compensation
Committees determinations during 2018 regarding such individuals. For 2018, CSBs named executive officers were: Eddie L. Steiner, Paula J. Meiler, and Brett A. Gallion
The specific amounts paid or payable to the named executive officers are disclosed in the tables and narrative beginning on page 22 of this
proxy statement. The following discussion cross-references those specific tabular and narrative disclosures where appropriate.
|
Compensation Philosophy and Objectives
|
The Compensation Committee believes that in order to manage and grow a
well-run
financial services organization, it is necessary to establish compensation programs and related opportunities that are attractive, motivating and rewarding to high quality executives, managers and
staff. These programs and opportunities must be balanced with their cost to CSB and its shareholders. In order to arrive at the appropriate balance, CSB has established the following compensation philosophy and guidelines for its overall
compensation program:
|
1.
|
In order to attract and retain highly qualified management, CSB strives to provide target base salaries
close to the median of the market rate paid for comparable positions by similarly sized bank holding companies.
|
|
2.
|
Where practical, CSB establishes performance-based compensation focused on individual results, team results,
and contributions to CSBs overall performance.
|
|
Compensation Committee Decision-Making Process
|
The Compensation Committee oversees the compensation of CSBs named executive officers and establishes the
Companys overall compensation philosophy and objectives. In addition, the Compensation Committee evaluates and assesses the design of CSBs compensation and benefit programs and monitors external market pay levels and practices, in order
to determine appropriate compensation adjustments and future compensation decisions. The Compensation Committee also reviews and approves incentive award opportunities, actual bonus payments, award grants and reviews. The Committee recommends to the
Board of Directors approval and implementation of material changes to CSBs compensation programs. The Compensation Committee assesses such compensation programs within the context of applicable regulatory guidance, with the goal of
establishing appropriate incentives to attract, retain and align executives interests with established current and long-term objectives of CSB without incenting undue risk.
|
Outside Executive Compensation Consultants
|
Neither the Compensation Committee nor management engaged an outside executive compensation consultant in 2018.
18
Total compensation for the named executive officers is comprised of base salaries, annual cash incentive
awards, retirement plan contributions, severance protection, long-term equity awards and other benefits and perquisites. To determine compensation levels for the named executive officers, as well as other officers, the Compensation Committee reviews
compensation survey data from independent sources to ensure that the total compensation program is competitive. Specifically, during 2018, with the participation of CSBs management, including the Companys Chief Executive Officer, the
Compensation Committee evaluated its pay practices for both directors and the named executive officers including but not limited to comparison against the following similarly situated financial institutions.
|
|
|
INSTITUTION
|
|
LOCATION
|
Civista Bancshares, Inc.
|
|
Sandusky, Ohio
|
LCNB Corporation
|
|
Lebanon, Ohio
|
Farmers & Merchants Bancorp Inc.
|
|
Archbold, Ohio
|
Middlefield Banc Corp.
|
|
Middlefield, Ohio
|
Ohio Valley Bancorp
|
|
Gallipolis, Ohio
|
SB Financial Group
|
|
Defiance, Ohio
|
United Bancshares Inc.
|
|
Columbus Grove, Ohio
|
CSB Bancorp, Inc.
|
|
Millersburg, Ohio
|
Cortland Bancorp
|
|
Cortland, Ohio
|
United Bancorp, Inc.
|
|
Martins Ferry, Ohio
|
Consumers Bancorp Inc.
|
|
Minerva, Ohio
|
Each of the financial services institutions listed above are publicly-traded institutions ranging in size from
approximately $517 million in assets to $2.3 billion in assets, ROAA of 0.81% to 1.34%, ROAE of 6.50% to 14.36%, and are located and doing business primarily in Ohio.
|
2018 Named Executive Officer Compensation
|
Base Salary
The purpose of the base salary program is to pay for the qualifications, experience, and marketability of the position consistent with market
practices. A pay range for each position is established around the median of the market rate paid for comparable positions by
similarly-sized
financial institutions. Individual pay within the range is
determined by executive performance, job proficiency and contributions over a period of years. For 2018, the base salary levels for all CSB named executive officers were at or below the median of base salaries of peers in other
similar-sized
financial organizations.
Pay adjustments are tied directly to CSBs performance
appraisal process, which evaluates the employee on a series of performance criteria. This process is used for all CSB employees, including the named executive officers. Pay adjustments are typically made annually. In addition to these
performance-based base pay adjustments, it is periodically necessary to make additional market adjustments in those instances where market base salary levels move faster than anticipated or where additional duties and responsibilities are added to
the job.
Each outside director annually completes a survey of the Chief Executive Officers performance and objectives for the
coming year. The Compensation Committee reviews all director submissions and the Chairman of the Compensation Committee or CSBs board Chairman, or both in concert, then conduct a performance review meeting annually with the Chief Executive
Officer. The Chief Executive Officer follows a similar process in annually reviewing the performance of and establishing coming year objectives for each of the Chief Executive Officers direct reports.
The amount of a named executive officers base salary is the reference point for much of the other compensation. For example, the
relative ranges of potential annual incentive awards for executives are fairly proportionate to the named executive officers respective base salaries. In addition, base salary is one component of the contribution formula under CSBs
401(k) and profit sharing plan and the key component in the Companys severance and change in control agreement.
19
Annual Incentive
The purpose of the annual incentive program is to focus executives on achieving and possibly exceeding CSBs annual performance objectives
consistent with safe and sound operations of the Company and The Commercial & Savings Bank. In 2018, the performance expectations were established around the attainment of specific performance ratios, performance to current year financial
plan, and satisfactory compliance with regulatory and audit reviews as well as consideration of the potential impact of executives actions on safe and sound operations and appropriate risk management controls.
Each component of the annual incentive program has a separate measurement. Annual incentive opportunities are paid in cash after the
attainment of objectives are determined by the Compensation Committee. The Compensation Committee retains the flexibility to make discretionary adjustments to the bonus payout up or down based on performance that may be subjective. This discretion
is not used to change the targets under the plan.
The target annual incentive opportunity during 2018 was
20-30%
of actual base salary for each named executive officer. For 2018, the Companys specific performance ratio was tied to a return on assets at the bank level of 1.30%. The Banks actual 2018
return on average assets was 1.35%. CSBs budgeted net income was $9.0 million, budgeted return on average assets (ROAA) was 1.24%, budgeted return on average equity (ROAE) was 12.21% and the budgeted efficiency ratio was less than 60.87%.
The Companys actual results were as follows: net income $9.4 million, ROAA 1.31%, ROAE 12.89% and efficiency ratio 58.14%. The above actual results equaled
102-106%
of plan at CSB.
Retirement and Other Post-Employment Benefits
CSB maintains The Commercial & Savings Bank 401(k) Retirement Plan, (the 401(k) Plan), a qualified 401(k) and a profit
sharing plan. The 401(k) Plan provides a 100% company match of participant contributions up to a maximum of 4% of each participants annual qualified compensation. There is also a discretionary profit sharing contribution and the amount may
vary directly with CSB profits. The 401(k) Plan provides investment alternatives in the following categories: CSB stock, and the following categories of mutual funds: large, small and mid cap, indexed, growth, bond and money market funds.
Other Benefits and Perquisites
All CSB employees, including the named executive officers, are eligible to participate in a comprehensive benefits program, which includes
health and welfare, disability, and vacation benefits that are not required to be reported in the tables that follow. Additionally, certain consumer and mortgage loans granted by the Bank to directors, officers and all employees receive a 1%
reduction to the standard loan interest rate during the period of service to CSB or the Bank.
Employment Contracts and Other
Arrangements
An employment agreement dated August 9, 2004, was entered into with Paula J. Meiler providing, among other things,
for employment of Ms. Meiler as Senior Vice President and Chief Financial Officer of CSB and The Commercial & Savings Bank pursuant to the terms of the agreement. The agreement was for a
two-year
term with annual renewals commencing at the second anniversary, and provides for compensation to Ms. Meiler consisting of an annual base salary of $100,000, a bonus to be paid at the discretion of the Board of Directors, vacation, benefits and
certain stock options. On August 9, 2007, an amendment to the agreement provided that the agreement be for a
two-year
term with annual renewals commencing August 9, 2008. In the event that Ms.
Meilers employment is terminated without cause (as defined in the agreement), the agreement entitles her to a severance payment equal to the unpaid amount otherwise due under the agreement plus six months of the base salary in
effect on the date of termination and limited continued benefits for a six month period. The agreement also contains a
non-compete
provision, prohibiting Ms. Meiler from competing under terms
defined by the agreement for a period of one year following the date of termination of the agreement, as well as a change in control provision, which provides Ms. Meiler with certain benefits, including continuation of compensation,
stock options, and certain health benefits for stated periods following a change in control as defined therein and termination of employment within a
90-day
period before or after such change
in control. Such change in control benefits are subject to being reduced so that no excess parachute payment (as defined in Section 280G (b)(l) of the Internal Revenue Code of 1986, as amended) is received by Ms.
Meiler.
20
Potential Payments upon Termination or Change in Control
The following sets forth the benefits that could be paid to Ms. Meiler upon various termination events, which would only be known at the
time that the benefits become payable.
If Ms. Meilers employment had been terminated following a change in control as of
December 31, 2018, Ms. Meiler would have been entitled to a cash severance of $307,600 (2x base salary) and medical benefits of $3,865 (1 year). If Ms. Meilers employment had been terminated without cause as of
December 31, 2018, Ms. Meiler would have been entitled to a cash severance of $324,924 (base salary unpaid under the agreement plus 6 months) and medical benefits of $1,933 (6 months).
Ms. Meilers employment agreement does not provide for any additional payments or benefits for death, disability, voluntary
termination of employment by the executive or involuntary termination by the Company for cause. Under those scenarios, Ms. Meiler is only entitled to her accrued and unpaid obligations, such as salary and unused vacation.
CEO Pay Ratio
Our CEO to
median employee pay ratio is calculated in accordance with Item 402(u) of Regulation
S-K.
We identified the median employee by examining the 2018 total compensation for all individuals, excluding our CEO, who
were employed by us on December 28, 2018, the last day of our payroll year. We included all employees, whether employed on a full-time, part-time, or seasonal basis. We did not make any assumptions, adjustments, or estimates with respect to
total compensation, and we did not annualize the compensation for any employees that were not employed by us for all of 2018.
After
identifying the median employee based on total compensation, we calculated annual total compensation for such employee using cash compensation reported on the employees
W-2
for 2018, 401(k) profit
sharing, and the 401(k) match.
The annual total compensation for fiscal year 2018 for our CEO was $329,106 and for our median employee it
was $35,806. The resulting ratio of our CEOs pay to the pay of our median employee for 2018 is 9 to 1.
Oversight and Risk
Management of Compensation Programs
The Compensation Committee oversees the implementation and enforcement of the policies, procedures
and practices related to the various compensation programs as part of its duties. The Compensation Committee monitors the compensation policies to ensure that the compensation packages offered to its employees and executive officers do not present
such individuals with the potential to engage in excessive or inappropriate risk taking activities.
The Compensation Committee believes
that the current compensation structure for employees and executive officers does not encourage unnecessary or excessive risk taking to the extent that it would be reasonably likely to lead to a material adverse effect. It is the opinion of the
Compensation Committee that the current compensation program appropriately balances risk and the desire to focus on the short-term and the long-term goals of CSB and does not encourage unnecessary or excessive risk taking
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THE COMPENSATION COMMITTEE
REPORT
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The Compensation Committee has reviewed and discussed the foregoing Executive Compensation Programs with
CSBs management. Based on this review and discussion, the Compensation Committee has recommended to the Board of Directors that the Discussion of Executive Compensation Programs be included in CSBs proxy statement and Annual Report on
Form
10-K
for the year ended December 31, 2018.
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The Compensation Committee:
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Julian L. Coblentz, Chairman
Vikki G. Briggs,
J. Thomas Lang
John R. Waltman
21
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EXECUTIVE COMPENSATION AND OTHER
INFORMATION
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The following table provides certain summary information concerning the compensation paid or accrued by CSB and
its subsidiaries to or on behalf of its named executive officers. The table shows the compensation attributable to CSBs named executive officers during 2018 and 2017.
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Summary Compensation Table
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Name and Principal Position
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Year
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Salary
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Bonus
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All Other
Compensation
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Total
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Eddie L. Steiner, President and CEO; Chairman, CEO
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2018
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$ 250,000
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$ 60,000
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$ 19,106
(1)
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$ 329,106
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and President of The Commercial & Savings Bank
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2017
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250,000
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60,000
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14,417
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324,417
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Paula J. Meiler, Senior VP and CFO
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2018
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$ 153,800
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$ 46,140
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$ 16,835
(2)
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$ 216,775
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2017
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148,800
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45,000
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12,508
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206,308
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Brett A. Gallion, Senior VP and COO and CIO of The Commercial & Savings Bank
(3)
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2018
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$ 136,885
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$ 34,250
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$ 12,612
(3)
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$ 183,747
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(1)
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Includes $18,189 and $13,500 of qualified plan matching and profit sharing contributions and $917 of Group
Term Life Insurance for 2018 and 2017.
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(2)
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Includes $12,733 and $9,607 of qualified plan matching and profit sharing contributions, $903 and $893 of
Group Term Life Insurance for 2018 and 2017, and $3,199 and $2,008 mortgage interest rate reduction of 1% in 2018 and 2017.
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(3)
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Effective October 2018. Includes $11,787 of qualified plan matching and profit sharing contributions and $825
of Group Term Life Insurance for 2018.
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REPORT OF THE AUDIT
COMMITTEE
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The following Audit Committee Report is provided in accordance with the rules and regulations of the
Commission. The Audit Committee has reviewed and discussed the audited consolidated financial statements with management and the Board of Directors of CSB. Management of CSB is responsible for CSBs reporting process, including its system of
internal control, and for the preparation of consolidated financial statements in accordance with U.S. generally accepted accounting principles. CSBs auditors are responsible for auditing those financial statements. The Audit Committees
responsibility is to monitor and review these processes.
The Audit Committee has reviewed and discussed with S.R.Snodgrass, P.C.
(Snodgrass), CSBs independent registered public accounting firm for the year ended December 31, 2018, the matters required to be discussed by the Statement on Auditing Standards No. 1301,
Communications with Audit
Committees
, as amended. The Audit Committee also has received the written disclosures and the letter from the independent accountants, as required by the applicable requirements of the Public Company Accounting Oversight Board regarding the
independent accountants communications with the audit committee concerning independence, and has discussed with Snodgrass its independence. Based on the foregoing discussions, the Audit Committee recommended to the Board of Directors that the
audited consolidated financial statements be included in CSBs Annual Report on Form
10-K
for the fiscal year ended December 31, 2018 filed with the Commission.
Jeffery A. Robb, Sr., Chairman
Robert K.
Baker
Julian L. Coblentz
Cheryl M. Kirkbride
22
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PROPOSAL ONE ELECTION OF
DIRECTORS
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CSBs Regulations provide that its business shall be managed by a board of directors of not less than
three and not more than twenty-five persons, and that such directors shall be divided into three classes, as nearly equal in number as possible, and have set terms of three years. In accordance with CSBs Regulations, the Board of Directors has
currently established the number of directors at eight.
The Board of Directors has nominated Jeffery A. Robb, Sr. and Cheryl M. Kirkbride
to serve until the 2022 Annual Meeting of Shareholders, and until their respective successors are elected and qualified. Mr. Robb and Ms. Kirkbride are each incumbent directors whose present terms expire at the Annual Meeting.
Mr. Waltman has reached mandatory retirement age and cannot stand for
re-election
at the Annual
Meeting. As a result, there will be a vacancy in this class of directors following the Annual Meeting. We thank Mr. Waltman for his eighteen years of dedicated service to CSB and we wish him the best.
Assuming that at least a majority of the issued and outstanding common shares are present at the Annual Meeting so that a quorum exists, the
two nominees for director of CSB receiving the most votes will be elected. Shareholders have the right to vote cumulatively in the election of directors. In order to exercise the right to vote cumulatively, a shareholder must give written notice to
the President, a Vice President or the Secretary of CSB not less than forty-eight hours before the time fixed for the Annual Meeting, and the shareholders demand for cumulative voting must be announced at the commencement of the Annual Meeting
by or on behalf of the shareholder. If cumulative voting is elected, a shareholder may cast as many votes in the election of directors as the number of directors to be elected, multiplied by the number of shares held. If cumulative voting is
exercised, the proxies named in the proxy card will cast the votes they hold as proxy in a manner to elect as many of the Boards nominees as possible. If one or more of the nominees should, at the time of the Annual Meeting, be unavailable or
unable to serve as a director, the common shares represented by proxy will be voted to elect the remaining nominees and any substitute nominees designated by the Board of Directors. As of the date of this proxy statement, the Board of Directors
knows of no reason why any of the nominees will be unavailable or unable to serve.
On pages 11 through 13 of this proxy statement, is a
brief statement, as of March 1, 2019, for each nominee for election as a director and for each director whose term will continue after the Annual Meeting, regarding the age, principal occupation or employment, other affiliations and business
experience at least during the last five years for such persons. In addition, the following information provides the Nominating Committees evaluation regarding
re-nomination
of each of the director
nominees and the key attributes, skills, and qualifications presented by each director nominee and the continuing directors.
The
Board Of Directors Recommends That Shareholders Vote For The Election Of The Nominees.
23
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PROPOSAL TWO RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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The Audit Committee of the Board of Directors has selected Snodgrass to act as the independent registered
public accounting firm to examine the books, records and accounts of CSB and its subsidiaries for the fiscal year ending December 31, 2019. This appointment is being presented to shareholders for ratification or rejection at the Annual Meeting.
Snodgrass was CSBs independent registered public accounting firm for the fiscal year ended December 31, 2018, and is
considered by the Audit Committee and the Board of Directors to be well qualified. By NASDAQ and Commission rules and regulations, selection of the Companys independent registered public accounting firm is the direct responsibility of the
Audit Committee. The Board of Directors has determined, however, to seek shareholder ratification of this selection as both a good corporate practice and to provide shareholders an avenue to express their views on this important matter.
If shareholders fail to ratify the appointment, the Audit Committee will seek to understand the reasons for such failure and will take those
views into account in this and future appointments of CSBs independent registered public accounting firm. Even if the current selection is ratified by shareholders, the Audit Committee reserves the right to terminate the engagement of
Snodgrass and appoint a different independent accounting firm at any time during the year if the Audit Committee determines that such change would be in the best interests of CSB and its shareholders.
Representatives of Snodgrass are expected to be present at the Annual Meeting, will have the opportunity to make a statement if they desire to
do so, and are expected to be available to respond to appropriate questions.
The Audit Committee and the Board of Directors each
recommend a vote FOR ratification of the selection of S.R. Snodgrass, P.C. as the independent registered public accounting firm of CSB for the current year.
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INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES
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Fees for professional services rendered by Snodgrass for fiscal 2018 and 2017 were as follows
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2018
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2017
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Audit Fees
(1)
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$
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137,088
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132,346
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Audit-Related Fees
(2)
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11,315
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10,976
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Tax Fees
(3)
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11,871
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11,600
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All Other Fees
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-
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-
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(1)
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Audit fees are fees for professional services rendered for the audit of the Companys annual financial
statements, the review of financial statements included in Form
10-Q
filings and for services normally provided by the independent auditor in connection with statutory and regulatory filings or engagements.
Beginning in 2017 the Company was subject to an internal controls audit by an independent registered public accountant, as it had attained market capital of $75 million on June 30, 2017.
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(2)
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Audit-related fees generally include fees for the audit of the Companys employee benefit plan.
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(3)
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Tax service fees consist of compliance fees for the preparation of original tax returns.
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All of the above-mentioned services and fees were
pre-approved
by the Audit
Committee. During CSBs most recent fiscal year ended December 31, 2018, there were no disagreements with Snodgrass on any matter of accounting principles or practices, financial disclosure, or auditing scope or procedure.
24
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Audit Committee Procedures for
Pre-Approval
of Services by the Independent Public Accounting Firm
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●
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The Audit Committee will annually approve the scope of, and fees payable for, the
year-end
audit to be performed by CSBs independent accountants for the next fiscal year.
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●
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Management may not engage the independent accountants for any services unless the service contracts are
approved by the Audit Committee in advance of the engagement.
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●
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If management wishes to engage the independent accountants for any services, Management will define and
present to the Audit Committee specific projects and categories of service, and fee estimates, for which the advance approval of the Audit Committee is required. The Audit Committee will review these requests and determine whether to approve the
engagement of the independent accountants for the specific projects and categories of service.
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●
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Management will report to the Audit Committee regarding the actual spending for these projects and services,
compared to the approved amounts on a quarterly basis.
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●
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The Audit Committee chairperson will report to the Committee at each regularly scheduled meeting the nature
and amount of any
non-audit
services that the Chairperson has approved.
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25
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PROPOSAL THREE ADVISORY VOTE ON EXECUTIVE COMPENSATION
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The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the Dodd-Frank Act) and
Section 14A of the Exchange Act enable the shareholders of CSB to vote to approve, on an advisory and
non-binding
basis, the compensation of CSBs named executive officers as disclosed in this proxy
statement in accordance with SEC rules (this is commonly called a Say-on-Pay vote). Accordingly, the following advisory resolution will be submitted for shareholders approval at the Annual Meeting:
RESOLVED, that the shareholders of CSB Bancorp, Inc. (CSB) approve, on an advisory basis,
the compensation of CSBs Named Executive Officers as disclosed in CSBs proxy statement for its 2019 Annual Meeting of Shareholders pursuant to Item 402 of SEC Regulation
S-K,
including in the
Discussion of Executive Compensation Programs, the Summary Compensation Table, and the related executive compensation tables, notes and narratives.
The Board of Directors believes that CSBs compensation policies and procedures, which are reviewed and approved by the Compensation
Committee, are effective in aligning the compensation of CSBs executive officers with CSBs short-term and long-term goals, and that such compensation and incentives are designed to attract, retain and motivate CSBs executive
officers who are directly responsible for CSBs continued success. CSB believes that its compensation policies link the interests of its executive officers with the interests of the shareholders and that such policies do not threaten the value
of CSB or the investments of CSBs shareholders. Additionally, CSB believes that its executive compensation is reasonable and similar to the executive compensation of financial institutions of similar size and position.
Shareholders are encouraged to carefully review the information provided in this proxy statement regarding the compensation of CSBs
named executive officers in the section captioned Discussion of Executive Compensation Programs beginning on page 18 of this proxy statement and the related information on pages 19 through 22.
Because your vote is
non-binding
and advisory, the outcome of the vote will not be binding on the
Board of Directors. However, the Board of Directors and the Compensation Committee will review and consider the voting results when making decisions regarding executive compensation in the future.
The Compensation Committee and the Board of Directors recommend that you vote FOR approval of the advisory resolution set forth
above.
26
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PROPOSAL FOUR ADVISORY
VOTE ON THE FREQUENCY OF FUTURE
NON-BINDING
RESOLUTIONS TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
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The Dodd-Frank Act and Section 14A of the Exchange Act require that, not less frequently than once every
six-years,
a proxy statement for the annual meeting of shareholders for which the solicitation rules of the Commission require compensation disclosure must also include a separate proposal subject to a shareholder
vote to determine whether the advisory shareholder vote to approve the compensation of the named executive officers will occur every one, two or three years. Currently, shareholder votes to approve the compensation of the named executive officers
occur every three years. As a result, we are seeking a
non-binding,
advisory shareholder vote regarding the frequency of Say-on-Pay advisory votes by shareholders. Accordingly, the following advisory
resolution will be submitted for shareholder approval at the Annual Meeting:
RESOLVED, that the
shareholders of CSB Bancorp, Inc., approve, on an advisory basis, that an advisory resolution with respect to executive compensation should be presented every year, every two years or every three years, as reflected by their vote for each of these
alternatives in connection with this resolution.
When casting your vote on this resolution, you should mark your proxy for every
year, every two years, or every three years based on your preference as to the frequency with which an advisory vote on executive compensation should be held.
The optimal frequency of the vote is based on a judgment about the relative benefits and burdens of each of the options. Some believe that a
less frequent vote would (i) permit shareholders to focus on the overall design of the executive compensation program rather than on the details of individual decisions, (ii) align with the goals of CSBs compensation arrangements
which are designed to reward performance that promotes long-term shareholder value, and (iii) avoid the burdens that annual votes may impose on shareholders required to evaluate the compensation program each year.
Others believe that an annual vote (i) affords shareholders the opportunity to react promptly to emerging trends in compensation and to
provide feedback before such trends become pronounced over time and (ii) gives the Compensation Committee and Board of Directors the opportunity to evaluate individual compensation decisions each year in light of shareholder feedback.
The Board of Directors has carefully considered the various alternatives, and has determined that having a shareholder vote on an advisory
resolution regarding executive compensation every
three years
is in CSBs best interest. Setting the vote for every three years will be the most effective time frame for CSB to respond to shareholder feedback and will provide CSB with
sufficient time to engage with shareholders and respond to the results of the advisory vote.
Because your vote is
non-binding
and advisory, the outcome of the vote will not be binding on the Board of Directors. However, the Board of Directors and the Compensation Committee will review and consider the voting results when making
decisions regarding executive compensation in the future.
The Compensation Committee and the Board of Directors recommend an advisory
vote for a frequency of THREE YEARS for future
non-binding
resolutions to approve the compensation of the named executive officers of CSB.
27
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
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CSB has engaged, and intends to continue to engage, in the lending of money through The Commercial &
Savings Bank to various directors and officers of CSB and the Bank and their related interests. These loans were made in accordance with applicable law and regulation and in the ordinary course of business on substantially the same terms, including
interest rates and collateral, as prevailing at the time for comparable transactions with persons not related to The Commercial & Savings Bank and did not involve more than a normal risk of collectability or present other unfavorable
features.
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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
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During 2018, none of CSBs named executive officers or directors was a member of the Board of Directors
of any other company where the relationship would be construed to constitute a committee interlock within the meaning of the rules of the Commission.
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PROPOSALS BY SHAREHOLDERS FOR
2020 ANNUAL MEETING
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In order to be eligible for inclusion in CSBs proxy materials for the 2020 Annual Meeting of
Shareholders, any shareholders proposal to take action at such meeting must be received at CSBs main office at 91 North Clay Street, Millersburg, Ohio 44654, no later than November 16, 2019. Any such proposal shall be subject to the
requirements of the proxy rules adopted under the Securities Exchange Act of 1934, as amended.
If a shareholder intends to present a
proposal at the 2020 Annual Meeting of Shareholders without including the proposal in the proxy solicitation materials relating to that meeting, and the proposal is not received by CSB prior to January 30, 2020, then the proxies designated by
the Board of Directors for the 2020 Annual Meeting of Shareholders may vote the proxies in their discretion on any such proposal without mention of such matter in the proxy solicitation materials or on the proxy card for such meeting.
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SHAREHOLDER COMMUNICATION WITH
BOARD OF DIRECTORS
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Shareholders interested in communicating directly with the Board of Directors may do so by writing to
Ms. Peggy L. Conn, Secretary, CSB Bancorp, Inc., 91 North Clay Street, Millersburg, Ohio 44654. The mailing envelope and letter must contain a clear notation indicating that the enclosed letter is a Shareholder-Board of Directors
Communication.
The Corporate Secretary will review all such correspondence and regularly forward to the Board of Directors a log
and summary of all such correspondence and copies of all correspondence that, in the opinion of the Secretary, deals with the functions of the Board or committees of the Board or that the Corporate Secretary otherwise determines requires their
attention. Directors may at any time review a log of all correspondence received by CSB that is addressed to members of the Board of Directors and request copies of any such correspondence. Concerns relating to accounting, internal controls or
auditing matters are immediately brought to the attention of CSBs internal audit department and handled in accordance with procedures established by the Audit Committee for such matters.
The Board of Directors is not aware of any business to be addressed at the Annual Meeting other than those
matters described in this proxy statement. However, if any business other than that set forth in the Notice of Annual Meeting should be properly presented at the Annual Meeting, it is intended that the common shares represented by proxies will be
voted with respect thereto in accordance with the judgment of the person voting them.
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By order of the Board of Directors,
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March 15, 2019
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Millersburg, Ohio
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Eddie L. Steiner
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President and Chief Executive Officer
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28
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Your vote matters heres how to vote!
You may vote online or by phone instead of mailing this card.
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Votes submitted electronically must be received by 11:59 pm, (Eastern Daylight time), on April, 23, 2019
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Online
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Go to
www.investorvote.com/csbb
or scan the QR code login details are located in the shaded bar below.
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Phone
Call toll free 1-800-652-VOTE (8683) within the
USA, US territories and Canada
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Using a
black ink
pen, mark your votes with an X as shown in this example. Please do not write outside the
designated areas.
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Save paper, time and money! Sign up for electronic delivery at
www.investorvote.com/csbb
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2019 Annual Meeting Proxy
Card
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q
IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
q
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A
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Proposals The Board of Directors recommends a vote FOR all the nominees listed
in Proposal 1, FOR Proposals 2 3, and the Selection of Every 3 Years for Proposal 4.
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1.
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Election of Directors:
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For
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Withhold
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For
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Withhold
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01 - Cheryl M. Kirkbride
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☐
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☐
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02 - Jeffery A. Robb, Sr.
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☐
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☐
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For
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Against
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Abstain
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2.
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To ratify the appointment of S.R. Snodgrass, P.C. as the independent registered public accounting firm for CSB for the fiscal year ending December 31, 2019
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☐
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☐
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☐
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For
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Against
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Abstain
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3.
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To approve, in a non-binding advisory vote, the compensation of CSBs named executive officers as disclosed in the Proxy Statement for the 2019 Annual Meeting of Shareholders.
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☐
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☐
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☐
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3 Years
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2 Years
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1 Year
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Abstain
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4.
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To determine in a non-binding advisory vote on the frequency of future shareholder advisory votes on the compensation of CSBs named executive officers will occur every 1, 2, or 3 years.
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☐
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☐
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☐
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☐
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B
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Authorized Signatures This section must be completed for your vote to count. Please date and sign
below.
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Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate
officer, trustee, guardian, or custodian, please give full title.
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Date (mm/dd/yyyy) Please print date below.
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Signature 1 Please keep signature within the box.
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Signature 2 Please keep signature within the box.
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1 U P X
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030HMC
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Small steps make an impact.
Help the environment by consenting to receive electronic
delivery, sign up at www.investorvote.com/csbb
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q
IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.
q
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CSB Bancorp, Inc.
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Notice of 2019 Annual Meeting of Shareholders
Proxy Solicited by Board of Directors for Annual Meeting April 24, 2019
Vikki G. Briggs and J. Thomas Lang, or any of them, each with the power of substitution, are hereby authorized to represent and vote the shares of the
undersigned, with all the powers which the undersigned would possess if personally present, at the Annual Meeting of Shareholders of CSB Bancorp, Inc. to be held on April 24, 2019 or at any postponement or adjournment thereof.
Shares represented by this proxy will be voted by the stockholder. If no such directions are indicated, the Proxies will have authority to vote FOR
the election of the Board of Directors and FOR Proposals
2-3,
and every three years on Proposal 4.
In
their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting.
(Items to be voted appear
on reverse side)
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Change of Address
Please print new address below.
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Comments
Please print your comments below.
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CSB Bancorp (GM) (USOTC:CBMI)
과거 데이터 주식 차트
부터 5월(5) 2024 으로 6월(6) 2024
CSB Bancorp (GM) (USOTC:CBMI)
과거 데이터 주식 차트
부터 6월(6) 2023 으로 6월(6) 2024