SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
(Amendment No. __)
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule
14a-12
[ ] Confidential, for use of the Commission only (as permitted
by Rule 14a-6(e)(2))
FIRSTBANK CORPORATION
___________________________________________________________________________
(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):
[X] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2),
or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
___________________________________________________________________________
(2) Aggregate number of securities to which transaction applies:
___________________________________________________________________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
file fee is calculated and state how it was determined):
___________________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
___________________________________________________________________________
(5) Total fee paid:
___________________________________________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date
of its filing.
(1) Amount previously paid:
___________________________________________________________________________
(2) Form, Schedule or Registration Statement No.:
___________________________________________________________________________
(3) Filing party:
___________________________________________________________________________
(4) Date filed:
___________________________________________________________________________
[FIRSTBANK CORPORATION NOTICE OF ANNUAL MEETING
LOGO] OF SHAREHOLDERS
FIRSTBANK CORPORATION
311 WOODWORTH AVENUE
P.O. BOX 1029
ALMA, MICHIGAN 48801
The annual meeting of the shareholders of Firstbank Corporation will
be held at the Comfort Inn Conference Center at 3130 West Monroe (M-46),
Alma, Michigan 48801, on April 22, 1996, at 5 p.m. (Alma time) to consider
and vote upon:
1. Election of directors.
2. Any other business that may properly come before the meeting or
any adjournment of the meeting.
Shareholders of record at the close of business on March 8, 1996, will
be entitled to vote at the annual meeting and any adjournment of the
meeting.
BY ORDER OF THE BOARD OF DIRECTORS,
/S/ MARY D. DECI
Mary D. Deci, Vice President, Secretary
and Treasurer
Alma, Michigan
March 20, 1996
___________________________________________________________________________
IMPORTANT
ALL SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING. WHETHER OR
NOT YOU PLAN TO ATTEND IN PERSON, YOU ARE URGED TO DATE AND SIGN THE
ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENVELOPE PROVIDED. THIS WILL
ASSURE YOUR REPRESENTATION AND A QUORUM FOR THE TRANSACTION OF BUSINESS AT
THE MEETING. IF YOU DO ATTEND THE MEETING IN PERSON, THE PROXY WILL NOT BE
USED IF YOU CHOOSE TO VOTE IN PERSON.
___________________________________________________________________________
FIRSTBANK CORPORATION
311 Woodworth Avenue
P.O. Box 1029
Alma, Michigan 48801
Telephone: (517) 463-3131
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
This proxy statement is furnished in connection with the
solicitation of proxies by the Board of Directors of Firstbank Corporation
(the "Corporation") to be voted at the annual meeting of its shareholders
to be held at the Comfort Inn Conference Center at 3130 West Monroe (M-46),
Alma, Michigan 48801, on Monday, April 22, 1996, at 5 p.m., Alma time, and
at any adjournment of the meeting, for the purposes set forth in the
accompanying Notice of Annual Meeting of Shareholders. This proxy
statement and form of proxy are first being sent to shareholders on or
about March 20, 1996.
If a proxy in the accompanying form is properly executed, duly
returned to the Corporation, and not revoked, the shares represented by the
proxy will be voted at the annual meeting of the Corporation's shareholders
and at any adjournment of that meeting. Where a shareholder specifies a
choice, a proxy will be voted as specified. If no choice is specified, the
shares represented by the proxy will be voted for election of all nominees
of the Board of Directors. The Corporation's management does not know of
any other matters to be presented at the annual meeting. If other matters
are presented, the shares represented by proxy will be voted at the
discretion of the persons designated as proxies, who will take into
consideration the recommendations of the Corporation's management.
Any shareholder executing a proxy in the enclosed form has the
power to revoke it by notifying the Secretary of the Corporation in writing
at the address indicated above at any time before it is exercised or by
appearing at the meeting and voting in person.
Solicitation of proxies is being made by mail. Directors,
officers, and regular employees of the Corporation and its subsidiaries may
also solicit proxies in person or by telephone without additional
compensation. In addition, banks, brokerage firms, and other custodians,
nominees, and fiduciaries may solicit proxies from the beneficial owners of
shares they hold and may be reimbursed by the Corporation for reasonable
expenses incurred in sending proxy material to beneficial owners of the
Corporation's stock. The Corporation will pay all expenses of soliciting
proxies.
ELECTION OF DIRECTORS
The Board of Directors has nominated Edward B. Grant and Phillip
G. Peasley for reelection to the Board of Directors at the annual meeting
to serve 3-year terms that will expire in 1999.
The proposed nominees are willing to be elected and to serve. In
the event that any nominee is unable to serve or is otherwise unavailable
for election, which is not now contemplated, the incumbent Board of
Directors may or may not select a substitute nominee. If a substitute
nominee is selected, all proxies will be voted for the person so selected.
If a substitute nominee is not so selected, all proxies will be voted for
the election of the remaining nominee. Proxies will not be voted for a
greater number of persons than the number of nominees named.
A vote of shareholders holding a plurality of shares voting is
required to elect directors. For the purpose of counting votes on this
proposal abstentions, broker non-votes, and other shares not voted will not
be counted as shares voted.
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE
FOR ELECTION OF ALL NOMINEES AS DIRECTORS
VOTING SECURITIES
At the close of business on March 8, 1996, the record date for
determination of the shareholders entitled to vote at the annual meeting,
the Corporation had issued and outstanding 1,542,844 shares of its Common
Stock, the only class of voting securities presently outstanding. Each
share entitles its holder to one vote on each matter to be voted upon at
the meeting.
The following table shows certain information concerning the
number of shares of Common Stock held by the only shareholder who is known
to management of the Corporation to be the beneficial owner of more than 5
percent of the outstanding shares of Common Stock of the Corporation as of
December 31, 1995.
-2-
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP<F1>
SOLE SHARED
VOTING AND VOTING OR TOTAL
NAME AND ADDRESS OF INVESTMENT INVESTMENT BENEFICIAL PERCENT
BENEFICIAL OWNER POWER POWER<F2> OWNERSHIP OF CLASS
<S> <C> <C> <C> <C>
Firstbank Corporation
Employee Stock Ownership
Plan ("ESOP")
311 Woodworth
Avenue, Alma,
Michigan 48801<F3> 0 140,680 140,680 9.12%
</TABLE>
The following table shows certain information concerning the
shares of the Corporation beneficially owned by each of the Corporation's
directors and nominees for director, by the executive officers named in the
summary compensation table below, and by all directors and executive
officers as a group as of December 31, 1995.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP<F1>
SOLE SHARED
VOTING AND VOTING OR TOTAL
NAME OF INVESTMENT INVESTMENT BENEFICIAL PERCENT
BENEFICIAL OWNER POWER POWER<F2> OWNERSHIP OF CLASS
<S> <C> <C> <C> <C>
William E. Goggin 3,432 1,089 4,521 <F*>
Edward B. Grant 0 880 880 <F*>
Charles W. Jennings 0 594 594 <F*>
John A. McCormack 17,714<F4><F5> 23 17,737<F4><F5> 1.15%
Phillip G. Peasley 4,092 0 4,092 <F*>
David D. Roslund 2,760 86 2,846 <F*>
Thomas R. Sullivan 3,018<F4><F5> 0 3,018<F4><F5> <F*>
James E. Wheeler II 2,064<F4><F5> 4,017 6,081<F4><F5> <F*>
All directors and executive
officers as a group 41,299<F4><F5> 7,298 48,597<F4><F5> 3.15%
<FN>
<F*>Represents less than 1 percent of the outstanding shares.
<F1> The numbers of shares stated are based on information furnished by
each person listed and include shares personally owned of record by
that person and shares which under applicable regulations are deemed
to be otherwise beneficially owned by that person. Under these
regulations, a beneficial owner of a security includes any person who,
directly or indirectly, through any contract, arrangement,
understanding, relationship, or otherwise, has or shares voting power
-3-
or investment power with respect to the security. Voting power
includes the power to vote or to direct the voting of the security.
Investment power includes the power to dispose or to direct the
disposition of the security. A person will also be considered the
beneficial owner of a security if the person has a right to acquire
beneficial ownership of the security within 60 days.
<F2> Includes shares as to which the indicated person is legally entitled
to share voting or investment power by reason of joint ownership,
trust, or other contract or property right, and shares held by spouses
and children over whom the indicated person may have substantial
influence by reason of the relationship.
<F3> John A. McCormack, Dale A. Peters, and Thomas R. Sullivan, all
officers of the Corporation, and Nancy A. Stark, Human Resources
Officer for Bank of Alma, a subsidiary of the Corporation, are the
members of the Pension Committee of the Corporation. Bank of Alma is
the trustee of the ESOP Trust, which holds shares of the Corporation
for the ESOP. The trustee has voting and limited investment power
over the shares held by the ESOP Trust which have not been allocated
to an individual account, if any, and limited investment power over
shares which have been allocated to an individual account. The
Pension Committee has the power to direct the trustee as to the voting
of the shares held by the ESOP Trust that have not been allocated to
an individual account, if any. Each of the members of the Pension
Committee disclaims beneficial ownership of shares held by the ESOP
(except shares allocated to the person's individual account under the
ESOP), and the ESOP shares are not reported as beneficially owned by
the members of the Pension Committee as individuals unless the shares
have been allocated to the person's individual account under the ESOP.
<F4> Includes shares allocated to individual accounts under the ESOP.
<F5> Shares that may be acquired pursuant to stock options are included in
the table for stock options that are exercisable within 60 days. The
number of shares subject to such options for (a) Mr. McCormack is
2,175 shares (b) Mr. Sullivan is 1,450, (c) Mr. Wheeler is 1,450, and
(d) all directors and executive officers as a group is 8,483 shares.
No other listed person owns options that may be exercised within
60 days.
</FN>
</TABLE>
BOARD OF DIRECTORS
The Articles of Incorporation of the Corporation provide that the
Board of Directors will be divided into three classes, as nearly equal in
number as possible, with the term of office of one class expiring each
year. The present Board of Directors consists of five persons who were
-4-
elected to the Board of Directors for terms of three years each by the
Corporation's shareholders and one person who was appointed by the Board of
Directors to fill a vacancy. The term of office of one class of directors
consisting of two directors expires in 1996.
Biographical information concerning the current directors and the
nominees who are nominated for election to the Board of Directors at the
annual meeting is presented below. Except as otherwise indicated, all
directors and nominees have had the same principal employment for over
five years.
NOMINEES FOR 3 YEAR TERMS EXPIRING IN 1999
EDWARD B. GRANT (age 46) has been a director of Firstbank, a
wholly owned subsidiary of the Corporation, since 1988, and of the
Corporation since 1990. He has served as Chairman of the Board of
Firstbank since 1989. Mr. Grant is Director, Graduate Business
Studies, at Central Michigan University.
PHILLIP G. PEASLEY (age 62) has been a director of Bank of Alma,
a wholly owned subsidiary of the Corporation, since 1973, and of the
Corporation since 1985. He is the owner and President of Peasley's
Hardware & Furniture, Inc., a retail hardware and furniture store.
DIRECTORS WITH TERMS EXPIRING IN 1998
WILLIAM E. GOGGIN (age 50) has been a director of Bank of Alma
since 1974, and of the Corporation since 1985. Mr. Goggin has served
as Chairman of the Board of the Corporation since 1986. He is an
attorney with the law firm of Goggin & Baker.
CHARLES W. JENNINGS (age 59) has been a director of 1st Bank, a
wholly owned subsidiary of the Corporation, since 1987, and a director
of the Corporation since 1989. Mr. Jennings is an attorney with the
law firm of Jennings & Ellias, P.C.
DIRECTORS WITH TERMS EXPIRING IN 1997
JOHN A. MCCORMACK (age 59) has been President and Chief Executive
Officer and a director of the Corporation since 1986. He has also
been President and Chief Executive Officer and a director of Bank of
Alma since 1986. Previously, he served Bank of Alma in other
capacities. Mr. McCormack was a director of Firstbank from 1987 to
1994.
DAVID D. ROSLUND (age 55) was appointed to the Board of Directors
of the Corporation in 1995 and has been a director of Bank of Alma
since 1990. Mr. Roslund, a certified public accountant, is the
Administrator of Wilcox Health Care Center, a nursing home located in
-5-
Alma. He also is an investor in and manager of several local small
businesses.
The Board of Directors of the Corporation has a standing audit
committee. It is the duty of the audit committee to cause a suitable
examination of the Corporation's financial records and operations, and
those of its subsidiaries, to be made by the internal auditor through a
program of continuous internal audits; to recommend to the Board of
Directors the appointment of independent auditors to audit the consolidated
financial statements of the Corporation and its subsidiaries and make such
additional examinations as the committee deems advisable; to review reports
of examination of the Corporation and its subsidiaries received from
regulatory authorities; and to report to the Board of Directors at least
once each calendar year on the results of examinations made and offer such
conclusions and recommendations as the committee deems appropriate.
Messrs. Goggin, Grant, and Roslund served on this committee. During 1995,
the audit committee held five meetings.
The Board of Directors of the Corporation does not have standing
nominating or compensation committees. The entire Board of Directors
performs the functions of those committees. In making nominations for
election to the Board of Directors, the Board of Directors will consider
recommendations of shareholders. Shareholders who wish to recommend
nominees should submit their recommendations in writing, delivered or
mailed to the Secretary of the Corporation.
The Board of Directors of the Corporation held 19 regularly
scheduled and special meetings during 1995. All incumbent directors
attended at least 75 percent of all meetings of the Board of Directors and
any committees on which they served.
The Securities Exchange Act of 1934 requires the Corporation's
directors, officers, and persons who own more than 10% of the Corporation's
Common Stock to file reports of ownership and changes in ownership with the
Securities and Exchange Commission. SEC regulations require such reporting
persons to furnish the Corporation with copies of all such reports they
file. Based solely on its review of the copies of such forms received by
it, or written representations from certain reporting persons that no
filings were required for those persons, the Corporation believes that,
from January 1, 1995, through December 31, 1995, its directors, officers,
and greater than 10% shareholders complied with all applicable filing
requirements, except that one report covering a transfer of 25 shares of
Common Stock to David D. Roslund was not filed. A report on Form 5 was
filed to correct the omission when the error was discovered.
REPORT ON EXECUTIVE COMPENSATION
All of the executive officers of the Corporation are also
officers of one or more of the Corporation's subsidiary banks. They serve
-6-
as officers of the Corporation as an incident to their primary service as
an officer and employee of a subsidiary bank, and receive no compensation
directly from the Corporation. Although there is a great deal of
communication between the Board of Directors of the Corporation and the
Boards of Directors of the banks, the Boards of Directors of the banks
retain authority and responsibility for setting compensation for their own
officers, including those officers who also serve as officers of the
Corporation.
The entire Board of Directors of the Corporation serves as a
compensation committee, with Mr. McCormack excluded from decisions with
respect to his own compensation. The entire Board of Directors of the
Corporation, except Mr. McCormack, serves as a committee to administer the
Stock Option and Restricted Stock Plan of 1993 (the "Stock Option and
Restricted Stock Plan"). The Corporation's Board of Directors has
responsibility for establishing the formal employee benefit plans which are
available to the employees of all of the subsidiary banks. These plans
currently include a qualified employee stock ownership and 401(k) plan, a
non-qualified deferred compensation plan, and the Stock Option and
Restricted Stock Plan. The Board of Directors of the Corporation reviews
the compensation to be paid to the chief executive officers of the
subsidiary banks, each of whom is also an officer of the Corporation.
Recommendation and formal authorization of the compensation of the
subsidiary bank chief executive officers is, however, the role of the
Boards of Directors of the subsidiary banks.
All executive officers receive a salary and, if net income is
satisfactory, an annual cash bonus. It is the policy of the Corporation
and the banks to set salaries at levels which will be competitive with
other comparable financial institutions in order to enable them to retain
and, when needed, attract qualified executive officers. Information on
compensation levels of other institutions is obtained from compensation
surveys published by the Michigan Banker's Association, the Bank
Administration Institute and from other similar sources. In setting
salaries, the Corporation and the banks also seek to assure relative
fairness in the compensation of officers and to recognize the value of the
contribution that each makes to the Corporation's success. Annual cash
bonuses are based on a discretionary evaluation of the performance of the
Corporation and the bank served by the officer. Bonuses also take into
account recognition of specific personal achievements of the individual
officers.
During 1995, stock options were awarded under the Stock Option
and Restricted Stock Plan to all full-time benefit eligible employees as of
January 1, 1996. The number of shares subject to each option was based on
the position and a discretionary assessment of the performance of each
grantee. All options awarded in 1995 vest in even annual increments over a
period of 10 years. The Stock Option and Restricted Stock Plan also allows
-7-
the Corporation to issue restricted stock to officers and employees of the
Corporation and its subsidiaries. However, no shares of restricted stock
were awarded in 1995.
The Corporation generally maintains a conservative level of
perquisites and personal benefits. The dollar value of perquisites and
personal benefits provided to executive officers does not exceed 10% of
each executive officer's respective annual salary and bonus.
Section 162(m) of the Internal Revenue Code provides that
publicly held corporations may not deduct compensation paid to certain
executive officers in excess of $1 million annually, with certain
exemptions. The Corporation's Board of Directors has examined its
executive compensation policies in light of Section 162(m) and the
regulations issued by the Internal Revenue Service to implement that
section. It is not expected that any portion of the Corporation's
deduction for employee remuneration will be disallowed in 1996 or in future
years by reason of actions expected to be taken in 1996.
The salary and bonus of John A. McCormack, President and Chief
Executive Officer of the Corporation and Bank of Alma, was recommended by
the Compensation Committee of Bank of Alma and approved by the Boards of
Directors of the Corporation and Bank of Alma. In recommending and
approving Mr. McCormack's salary, the committee and the boards considered a
survey of compensation paid to executive officers by Michigan financial
institutions of more or less comparable size. Mr. McCormack's salary,
bonus, and stock option awards were also based on a discretionary
evaluation of Mr. McCormack's personal performance and the operating
results of the Corporation and Bank of Alma. For this purpose, the
committee and the Boards of Directors focused on the earnings of the
Corporation and Bank of Alma in the year just completed, the quality and
productivity of the management team, reductions in administrative staffing,
and continuing improvements made in loan quality, loan and loan allowance
management, and loan documentation and procedure.
Respectfully submitted,
William E. Goggin
Edward B. Grant
Charles W. Jennings
John A. McCormack
Phillip G. Peasley
David D. Roslund
-8-
STOCK PERFORMANCE
The following graph compares the cumulative total shareholder
return on the common stock of the Corporation to the KBW 50 Index,
published by Keefe, Bruyette & Woods, Inc., and the Standard & Poor's 500
Stock Index assuming a $100 investment at the end of 1990. The Standard &
Poor's 500 Stock Index is a broad equity market index. The KBW 50 Index is
composed of 50 money center and regional bank holding companies.
Cumulative total return is measured by dividing (i) the sum of (A) the
cumulative amount of dividends for the measurement period, assuming
dividend reinvestment, and (B) the difference between the share price at
the end and the beginning of the measurement period; by (ii) the share
price at the beginning of the measurement period. The Standard & Poor's
500 Index and the KBW 50 Index assume dividend reinvestment.
[STOCK PERFORMANCE GRAPH]
The table below shows dollar values for cumulative total
shareholder return plotted in the graph above.
<TABLE>
<CAPTION>
1990 1991 1992 1993 1994 1995
<S> <C> <C> <C> <C> <C> <C>
Firstbank $100.0 $ 97.0 $156.8 $292.8 $308.5 $397.4
KBW 50 $100.0 $158.3 $201.7 $212.8 $201.9 $323.4
S&P 500 $100.0 $130.5 $140.4 $154.6 $156.6 $215.5
</TABLE>
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
Executive officers of the Corporation are compensated by Bank of
Alma, Firstbank, or 1st Bank, in accordance with their employment with the
applicable banks, and do not receive any compensation directly from the
Corporation. Presented below is the remuneration paid for the three years
ended December 31, 1995, by Bank of Alma to its President and Senior Vice
President and by Firstbank to its President, the only officers of the
Corporation whose annual salary and bonus exceeded $100,000 for the year
ended December 31, 1995.
-9-
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
LONG TERM
COMPENSATION
RESTRICTED SECURITIES ALL
NAME AND ANNUAL COMPENSATION STOCK UNDERLYING OTHER
PRINCIPAL POSITION YEAR SALARY<F1> BONUS<F1> AWARDS<F2> OPTIONS<F3> COMPENSATION<F4>
<S> <C> <C> <C> <C> <C> <C>
John A. McCormack
President, Chief Executive 1995 $125,758 $41,727 $0 1,575 $22,714
Officer and director of 1994 119,350 40,777 0 1,654 20,251
the Corporation and 1993 118,230 34,277 15,750 1,736 18,717
Bank of Alma
Thomas R. Sullivan
Vice President of the 1995 93,742 12,500 0 1,050 5,146
Corporation and 1994 90,000 8,000 0 1,103 4,461
President, Chief Executive 1993 93,461 0 10,500 1,158 4,432
Officer and director of
Firstbank
James E. Wheeler II
Vice President of the 1995 78,285 22,100 0 1,050 3,997
Corporation and Senior 1994 75,500 21,800 0 1,103 3,921
Vice President and Chief 1993 76,431 17,800 10,500 1,158 4,231
Loan Officer of Bank
of Alma
<FN>
___________________________
<F1> Includes directors fees paid by the subsidiary banks and compensation
voluntarily deferred under the ESOP and under the Firstbank
Corporation Nonqualified Deferred Compensation Plan.
<F2> Amounts reported in the Summary Compensation Table as restricted stock
awards are calculated by multiplying the market price of the
Corporation's unrestricted stock on the date of grant by the number of
shares awarded. Recipients of restricted stock have rights as
shareholders including the right to receive dividends paid with
respect to the restricted stock. As of December 31, 1995, the number
and value of the aggregate restricted stock holdings after adjusting
for a five percent stock dividend distributed on December 28, 1995,
for the named executive officers is as follows:
NUMBER VALUE AS OF
OF SHARES DECEMBER 31, 1995
John A. McCormack 868 $21,700
Thomas R. Sullivan 579 14,475
James E. Wheeler II 579 14,475
-10-
<F3> The numbers of shares subject to stock options have been adjusted to
reflect the five percent stock dividends distributed on November 29,
1993, December 29, 1994, and December 28, 1995.
<F4> All other compensation for the year ended December 31, 1995, includes
(a) matching contributions under the ESOP, (b) other allocations under
the ESOP, and (c) insurance premiums paid on life insurance for the
benefit of the named executive officers. The officers have not and
will not receive any interest in any cash surrender value of the life
insurance obtained for the benefit of the officers. The amounts
included for each such category are:
(A) (B) (C)
John A. McCormack $5,483 $16,079 $1,152
Thomas R. Sullivan 4,063 0 1,083
James E. Wheeler II 3,091 0 906
</FN>
</TABLE>
Stock options are believed to help align the interests of
employees with the interests of shareholders by promoting stock ownership
by employees and by rewarding them for appreciation in the price of the
Corporation's stock. Stock options which were granted or outstanding
during 1995 were granted under the Stock Option and Restricted Stock Plan.
The following tables set forth information concerning stock
options granted to and exercised or retained by the named executive
officers of the Corporation during 1995.
<TABLE>
OPTION GRANTS IN LAST FISCAL YEAR
<CAPTION>
% OF
TOTAL POTENTIAL REALIZABLE VALUE AT
NUMBER OF OPTIONS ASSUMED ANNUAL RATES OF
SHARES GRANTED TO STOCK PRICE APPRECIATION
UNDERLYING EMPLOYEES FOR OPTION TERM
OPTIONS IN FISCAL EXERCISE EXPIRATION
NAME GRANTED <F2> YEAR PRICE <F2> DATE 0% 5% 10%
<S> <C> <C> <C> <C> <C> <C> <C>
John A. McCormack 1,575 6.6% $24.29 12/20/05 $0 $24,060 $60,971
Thomas R. Sullivan 1,050 4.4% 24.29 12/20/05 0 16,040 40,648
James E. Wheeler II 1,050 4.4% 24.29 12/20/05 0 16,040 40,648
</TABLE>
-11-
<TABLE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND YEAR END OPTION VALUES
<CAPTION>
NUMBER OF VALUE OF
SHARES UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
NUMBER OF YEAR END YEAR END
SHARES ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE REALIZED UNEXERCISABLE UNEXERCISABLE
<S> <C> <C> <C> <C>
John A. McCormack 0 $0 2,175/2,790 $11,956/7,547
Thomas R. Sullivan 0 0 1,450/1,861 7,971/5,038
James E. Wheeler II 0 0 1,450/1,861 7,971/5,038
<FN>
_______________________
<F1> The per share exercise price of each option is equal to the market
value of the Common Stock on the date each option was granted. All
outstanding options were granted for a term of 10 years. Options
terminate, subject to certain limited exercise provisions, in the
event of death, retirement, or other termination of employment. No
option is exercisable until 6 months after the date of grant. Except
for options granted in 1994 which became fully vested 6 months after
the date of grant, the right to exercise options vests over 10 years
in equal annual increments.
<F2> The numbers have been adjusted in accordance with the Stock Option and
Restricted Stock Plan to reflect a five percent stock dividend
distributed to all shareholders on December 28, 1995.
</FN>
</TABLE>
The Corporation pays the Chairman of its Board a retainer of
$2,500 per year and pays each of its directors who is not compensated as an
officer of the Corporation a fee of $400 for each regular Board of
Directors meeting attended and $700 for each full day and $500 for each
half day special Board of Directors meeting attended. In addition,
directors who serve on the Corporation's audit committee are paid $150 for
each committee meeting attended.
Each director or nominee of the Corporation is also a director of
Bank of Alma, Firstbank, or 1st Bank. Bank of Alma pays the Chairman of
its Board a retainer of $3,000 per year and pays each of its directors who
is not compensated as an officer of Bank of Alma a fee for each regular
Board of Directors meeting attended based on years served as a director.
For each regular meeting, directors that have served zero through five
years receive $300, six through ten years receive $400, and over ten years
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receive $500. Each director attending a special full day Board of
Directors meeting receives $600, and for each half day meeting, $350. In
addition, directors of Bank of Alma who serve on committees are paid $200
for each executive committee meeting attended and $100 for each other
committee meeting attended.
Firstbank pays the Chairman of its Board a retainer of $1,200 per
year and pays each of its directors who is not compensated as an officer of
Firstbank a retainer of $1,200 plus a fee of $100 for each regular Board of
Directors meeting attended and $250 for each special Board of Directors
meeting attended. In addition, directors who serve on committees are paid
$100 for each committee meeting attended.
1st Bank pays each of its directors who is not compensated as an
officer of 1st Bank a fee of $250 for each regular Board of Directors
meeting attended and $400 for each special Board of Directors meeting
attended. In addition, directors who serve on committees are paid $100 for
each committee meeting attended.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The entire Board of Directors of the Corporation serves as a
compensation committee. As a director of the Corporation, Mr. McCormack
serves on the Board of Directors and participates in deliberations
concerning compensation of other executive officers. Mr. McCormack,
however, is excluded from decisions with respect to his own compensation.
The entire Board of Directors, except Mr. McCormack, serves as a committee
to administer the Stock Option and Restricted Stock Plan.
Mr. Goggin is the owner of Goggin & Baker, a law firm which Bank
of Alma has retained in prior years and proposes to retain in the current
fiscal year. Fees paid by the Corporation and its subsidiaries represented
less than 5% of the gross revenues of the law firm during 1995.
Bank of Alma leases space to Goggin & Baker. Lease payments for
the space occupied by Goggin & Baker equal $561 per month. The Goggin &
Baker lease is for a term of 5 years ending March 30, 1999.
Charles W. Jennings is an attorney with, and President and 50
percent shareholder of, Jennings & Ellias, P.C., a law firm which has
performed services for 1st Bank in prior years and which 1st Bank may
continue to use for legal matters in the future. Fees paid by the
Corporation and its subsidiaries represented less than 5% of the gross
revenues of the law firm during 1995.
Directors and officers of the Corporation and their associates
were customers of, and had transactions with, the Corporation's subsidiary
banks in the ordinary course of business between January 1, 1995, and
December 31, 1995. All loans and commitments included in such transactions
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were made on substantially the same terms, including interest rates and
collateral, as those prevailing at the time for comparable transactions
with other persons and did not involve more than the normal risk of
collectibility or present other unfavorable features. All loans to
directors, officers, and their associates were current as of December 31,
1995.
INDEPENDENT AUDITORS
The Board of Directors of the Corporation has appointed the firm
of Crowe, Chizek and Company LLP, certified public accountants, as
independent auditors of the Corporation for the 1996 fiscal year. Crowe,
Chizek and Company LLP also examined and reported on the Corporation's
financial statements as of, and for the year ended, December 31, 1995. A
representative of Crowe, Chizek and Company LLP is expected to be present
at the annual shareholders' meeting and have an opportunity to make a
statement if the representative desires to do so. The Crowe, Chizek and
Company LLP representative is also expected to be available to respond to
appropriate questions.
SHAREHOLDER PROPOSALS
Shareholder proposals intended to be presented at the next annual
meeting must be received by the Corporation for inclusion in its proxy
statement and form of proxy relating to that meeting by November 20, 1996.
Shareholder proposals should be made in accordance with Rule 14a-8
promulgated under the Securities Exchange Act of 1934, as amended, and
should be addressed to Mary D. Deci, Secretary, Firstbank Corporation,
311 Woodworth Avenue, Alma, Michigan 48801.
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PROXY FIRSTBANK CORPORATION
ANNUAL MEETING OF SHAREHOLDERS - APRIL 22, 1996
The undersigned shareholder acknowledges receipt of a Notice of
Annual Meeting and a Proxy Statement for the annual meeting referred to
above, and appoints JOHN A. McCORMACK and MARY D. DECI, or either of them,
each with full power of substitution, attorneys and proxies to represent
the shareholder, and to vote and act with respect to all shares that the
shareholder would be entitled to vote, at the annual meeting of
shareholders of Firstbank Corporation referred to above and at any
adjournment of that meeting, on all matters which come before the meeting.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. IF
THIS PROXY IS PROPERLY EXECUTED AND DELIVERED, THE SHARES REPRESENTED BY
THIS PROXY WILL BE VOTED AS SPECIFIED ON THE OTHER SIDE OF THIS PROXY. IF
NO SPECIFICATION IS GIVEN, THE SHARES WILL BE VOTED FOR ELECTION OF ALL
NOMINEES NAMED ON THIS PROXY AS DIRECTORS. THE SHARES REPRESENTED BY THIS
PROXY WILL BE VOTED IN THE DISCRETION OF THE PROXIES ON ANY OTHER MATTER
WHICH MAY COME BEFORE THE MEETING.
Signatures should be identical to
the name(s) on your stock certificate
(which are on the address label of the
envelope in which this proxy material
was delivered). Joint owners should
each sign personally. Persons signing
as attorney, executor, administrator,
trustee, or guardian should give full
title as such. If a corporation, please
sign in full corporate name by president
or other authorized officer. If a
partnership, please sign in partnership
name by authorized person.
Signature X_____________________________
Signature X_____________________________
Date _____________________________, 1996
1. Election of Directors
[ ] VOTE FOR ALL nominees listed below [ ] WITHHOLD AUTHORITY to vote
(except as marked to the contrary for all nominees listed
below) below
YOUR BOARD OF DIRECTORS RECOMMENDS AUTHORIZATION TO VOTE FOR ALL
NOMINEES LISTED BELOW
EDWARD B. GRANT PHILLIP G. PEASLEY
(INSTRUCTION: To withhold authority to vote for any individual
nominee, write that nominee's name in the space below.)
2. In their discretion, upon all other matters that may be presented at
the meeting.
PLEASE SIGN AND DATE THE OTHER SIDE. RETURN THIS PROXY PROMPTLY
USING THE ENCLOSED ENVELOPE.
