SCHEDULE 14A
(Rule 14a-101)
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 [ ] Soliciting Material pursuant to
[ ] Confidential, for use of the ss.240.14a-11(c) or ss.240.14a-12
Commission Only (as permitted
by Rule 14a 6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
Emclaire Financial Corp.
- --------------------------------------------------------------------------------
(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] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
________________________________________________________________________________
(1) Title of each class of securities to which transaction applies:
________________________________________________________________________________
(2) Aggregate number of securities to which transaction applies:
________________________________________________________________________________
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11. (set forth the amount on which the filing fee is
calculated and state how it was determined):
________________________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
________________________________________________________________________________
(5) Total fee paid:
________________________________________________________________________________
[ ] 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:
________________________________________________________________________________
<PAGE>
EMCLAIRE FINANCIAL CORP.
EMLENTON, PENNSYLVANIA 16373
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO THE SHAREHOLDERS OF EMCLAIRE FINANCIAL CORP.:
Notice is hereby given that the Annual Meeting of Shareholders
of Emclaire Financial Corp. (the "Corporation") will be held at 7:00 p.m.,
prevailing time, on Tuesday, May 16, 2000, at the Holiday Inn, I-80 and Route
68, Clarion, PA 16214, for the following purposes:
1. To elect four (4) Class C directors to serve for 3-year
terms and until their successors are duly elected and qualified;
2. To ratify the selection of S. R. Snodgrass, A.C., Certified
Public Accountants, of Wexford, Pennsylvania, as the independent auditors of the
Corporation for the fiscal year ending December 31, 2000; and
3. To transact such other business as may properly come before
the Annual Meeting and any adjournment or postponement thereof.
Only those shareholders of record at the close of business, at
5:00 p.m., on Monday, April 3, 2000, will be entitled to notice of and to vote
at the Annual Meeting.
A copy of the Corporation's Annual Report for the fiscal year
ended December 31, 1999, is being mailed with this notice.
You are urged to mark, sign, date and promptly return your
proxy in the enclosed envelope so that your shares may be voted in accordance
with your wishes and in order that the presence of a quorum may be assured. The
prompt return of your signed proxy, regardless of the number of shares you hold,
will aid the Corporation in reducing the expense of additional proxy
solicitation. The giving of such proxy does not affect your right to vote in
person if you attend the meeting.
By Order of the Board of Directors,
/s/ David L. Cox
David L. Cox
Chairman, President and Chief Executive Officer
April 20, 2000
<PAGE>
PROXY STATEMENT FOR THE ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD MAY 16, 2000
GENERAL
Introduction, Date, Place and Time of Meeting
This Proxy Statement is being furnished for the solicitation
by the Board of Directors of Emclaire Financial Corp. (the "Corporation"), a
Pennsylvania business corporation, of proxies to be voted at the Annual Meeting
of Shareholders of the Corporation ("Annual Meeting") to be held at the Holiday
Inn, I-80 and Route 68, Clarion, PA 16214, on Tuesday, May 16, 2000, at 7:00
p.m. prevailing time, or at any adjournment or postponement of the Annual
Meeting.
The main office of the Corporation is located at The Farmers
National Bank of Emlenton (the "Bank"), 612 Main Street, Emlenton, Pennsylvania
16373. The telephone number for the Corporation is (724) 867-2311. All inquiries
should be directed to David L. Cox, President. This Proxy Statement and the
enclosed form of proxy (the "Proxy") are first being sent to shareholders of the
Corporation on April 20, 2000.
Solicitation
Shares represented by proxies on the accompanying Proxy, if
properly signed and returned, will be voted in accordance with the
specifications made thereon by the shareholders. Any Proxy not specifying to the
contrary will be voted for the election of the four (4) nominees for Class C
Director named below and for the approval of S. R. Snodgrass, A.C., Certified
Public Accountants as the independent auditors for the fiscal year ending
December 31, 2000. Execution and return of the enclosed Proxy will not affect a
shareholder's right to attend the Annual Meeting and vote in person.
The cost of preparing, assembling, mailing and soliciting
proxies will be borne by the Corporation. In addition to the use of the mails,
certain directors, officers and employees of the Corporation intend to solicit
proxies personally, by telephone and by telefacsimile. Arrangements will be made
with brokerage houses and other custodians, nominees and fiduciaries to forward
proxy solicitation material to the beneficial owners of stock held of record by
these persons, and, upon request therefor, the Corporation will reimburse them
for their reasonable forwarding expenses.
Right of Revocation
A shareholder who returns a Proxy may revoke it at any time
before it is voted by: (1) delivering written notice of revocation to John J.
Boczar, Secretary/Treasurer, Emclaire Financial Corp., 612 Main Street, Post
Office Box D, Emlenton, Pennsylvania 16373, telephone: (724) 867-2311; (2)
executing a later-dated Proxy and giving written notice thereof to the Secretary
of the Corporation or (3) voting in person after giving written notice to the
Secretary of the Corporation.
1
<PAGE>
Voting Securities and Quorum
At the close of business on April 3, 2000, (the "Voting Record
Date") the Corporation had outstanding 1,353,540 shares of common stock, $1.25
par value. A majority of the outstanding shares in person or by proxy will
constitute a quorum at the Annual Meeting.
Only holders of common stock, of record, at the close of
business on the Voting Record Date will be entitled to notice of and to vote at
the Annual Meeting. On all matters to come before the Annual Meeting, each share
of common stock is entitled to one (1) vote.
As to the election of directors, the proxy being provided by
the Board enables a stockholder to vote for the election of the nominees
proposed by the Board, or to withhold authority to vote for one or more of the
nominees being proposed. Directors are elected by a plurality of votes of the
shares present in person or represented by proxy at a meeting and entitled to
vote in the election of directors.
As to the ratification of independent auditors and all other
matters that may properly come before the Meeting, by checking the appropriate
box, a stockholder may: vote "FOR" the item or vote "AGAINST" the item. Unless
otherwise required by law, all other matters shall be determined by a majority
of votes cast affirmatively or negatively without regard to Broker Non-Votes as
to that matter.
PRINCIPAL BENEFICIAL OWNERS OF THE CORPORATION'S STOCK
Principal Owners
Persons and groups owning in excess of 5% of the common Stock
are required to file certain reports regarding such ownership pursuant to the
Securities Exchange Act of 1934, as amended (the "1934 Act"). The following
table sets forth, as of the Voting Record Date, persons or groups who own more
that 5% of the Common Stock and the ownership of all executive officers, and
directors of the Corporation as a group. Other than as noted below, management
knows of no person or group that owns more than 5% of the outstanding shares of
Common Stock at the Voting Record Date:
Percent of Outstanding
Shares Beneficially Common Stock
Name and Address Owned (1) Beneficially Owned
- ---------------- --------- ------------------
Bernadette H. Crooks 86,982 (2) 6.43%
Clarion, PA 16214
Mary E. Dascombe 90,574 (3) 6.69%
Raleigh, NC 27609
George W. Freeman 80,640 (4) 5.96%
Knox, PA 16232
FINABA Co. 94,668 6.99%
Hermitage, PA 16148
- -------------------
(1) See footnote (1) under the following caption entitled "Beneficial
Ownership by Officers, Directors and Nominees" for the definition of
"beneficial ownership."
(2) Of the 86,982 shares beneficially owned by Mrs. Crooks, 76,902 shares are
owned individually and 10,080 shares are owned individually by her
spouse.
2
<PAGE>
(3) Of the 90,574 shares beneficially owned by Mrs. Dascombe, 64,386 shares
are owned individually, 2,677 shares are owned jointly with her spouse,
and 23,511 shares are owned individually by her spouse.
(4) Of the 80,640 shares beneficially owned by Mr. Freeman, 78,435 shares are
owned individually and 2,205 shares are owned individually by his spouse.
Section 16(2) Beneficial Ownership Reporting Compliance
The Common Stock is registered pursuant to Section 12(g) of
the 1934 Act. The officers and directors of the Corporation and beneficial
owners of greater than 10% of the Common Stock ("10% beneficial owners") are
required to file reports on Forms 3, 4, and 5 with the Securities and Exchange
Commission ("SEC") disclosing changes in beneficial ownership of the Common
Stock. Based on the Corporation's review of such ownership reports, to the
Corporation's knowledge, no executive officer, director, or 10% beneficial owner
of the Corporation failed to file such ownership reports on a timely basis for
the fiscal year ended December 31, 1999.
Beneficial Ownership by Officers, Directors and Nominees
The following table sets forth as of the Voting Record Date,
the amount and percentage of the Common Stock of the Corporation beneficially
owned by each director, each nominee and all officers and directors of the
Corporation as a group.
Name of Individual Amount and Nature of Percent
or Identity of Group Beneficial Ownership (1) (2) of Class
- -------------------- ---------------------------- --------
George W. Freeman (5) 80,640 5.96%
Ronald L. Ashbaugh (4) 10,500 (3)
Elizabeth C. Smith (6) 39,459 2.92%
Brian C. McCarrier (11) 1,011 (3)
Robert L. Hunter (7) 8,977 (3)
John B. Mason (8) 5,125 (3)
Bernadette H. Crooks (9) 86,982 6.43%
J. Michael King (4) 5,250 (3)
Rodney C. Heeter (10) 5,250 (3)
David L. Cox (12) 10,580 (3)
All Officer and Directors 256,897 18.98%
as a Group (11 persons)
- ------------------------------
(1) The securities "beneficially owned" by an individual are determined in
accordance with the definitions of "beneficial ownership" set forth in
the General Rules and Regulations of the Securities and Exchange
Commission and may include securities owned by or for the individual's
spouse and minor children and any other relative who has the same home,
as well as securities to which the individual has or shares voting or
investment power or has the right to acquire beneficial ownership within
60 days after the Voting Record Date. Beneficial ownership may be
disclaimed as to certain of the securities.
(2) Information furnished by the Directors and the Corporation.
(3) Less than one percent (1%).
(4) All Shares are owned individually.
(5) See footnote (4) above under the caption entitled "Principal Beneficial
Owners of the Corporation's Stock."
(6) Of the 39,459 shares beneficially owned by Mrs. Smith, 29,179 are owned
individually and 10,280 are held as custodian for her grandchildren.
(7) Of the 8,977 shares beneficially owned by Mr. Hunter, 5,040 shares are
owned individually and 3,937 shares are owned individually by his spouse.
(8) Of the 5,125 shares beneficially owned by Mr. Mason, 4,715 shares are
owned individually and 410 shares are held as custodian for his daughter.
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<PAGE>
(9) See footnote (2) above under the caption entitled "Principal Beneficial
Owners of the Corporation's Stock."
(10) Of the 5,250 shares beneficially owned by Mr. Heeter, 2,625 shares are
owned individually and 2,625 shares are owned individually by his spouse.
(11) All shares owned jointly with spouse
(12) Of the 10,580 shares beneficially owned by Mr. Cox, 10,080 are owned
individually and 500 are held jointly with his spouse.
ELECTION OF DIRECTORS
The Corporation has a classified Board of Directors with
staggered 3-year terms of office. In a classified board, the directors are
generally divided into separate classes of equal number. The terms of the
separate classes expire in successive years. Thus, at each Annual Meeting of
Shareholders, successors to the class of directors whose term shall then expire
shall be elected to hold office for a term of three years, so that the office of
one class shall expire each year.
Unless otherwise instructed, the Board of Directors of the
Corporation or its designee, the proxy holder, will have the right to cast their
votes for the nominees, unless the shareholder indicates on his or her Proxy how
he or she desires the votes to be cast. If any nominee should become unavailable
for any reason, proxies will be voted in favor of a substitute nominee as the
Board of Directors of the Corporation shall determine. The Board of Directors
has no reason to believe the nominees named will be unable to serve if elected.
Any vacancy occurring on the Board of Directors of the Corporation for any
reason may be filled by a majority of the directors then in office until the
expiration of the term of the vacancy. The Board of Directors recommends that
its nominees be elected as Directors.
INFORMATION AS TO NOMINEES,
DIRECTORS AND EXECUTIVE OFFICERS
The following table contains certain information with respect
to the directors, executive officers and nominees:
<TABLE>
<CAPTION>
Age as of Principal Occupation Director Since
Name 12/31/99 for Past Five Years Bank/Corporation
---- -------- ------------------- ----------------
Class C Directors Whose Term Expires in 2000 and Nominees for Class C Directors whose term
- ------------------------------------------------------------------------------------------
expires in 2003
- ---------------
<S> <C> <C> <C>
Ronald L. Ashbaugh 64 Retired, former President of the Bank and 1971/1989
(1) (4) (5) Corporation
George W. Freeman 69 Owner of Freeman's Tree Farm 1964/1989
(3) (4) (5)
Elizabeth C. Smith 68 Retired, former Owner of The 1995/1995
(2) (3) Inn at Oakmont
Brian C. McCarrier 36 President, Interstate Pipe and Supply 1997/1997
(1) (2) (5) Company. Prior to 1995 Controller Interstate
Pipe and Supply Company
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
Class A Directors Whose Term Expires in 2001
- --------------------------------------------
<S> <C> <C> <C>
Rodney C. Heeter 62 Owner of Heeter Lumber Co. 1988/1989
(1) (2)
J. Michael King 52 Senior Partner of Lynn, King & Schreffler, 1988/1989
(1) (3) (4) (5) Attorneys at Law
David L. Cox 49 Chairman, President and Chief Executive 1991/1991
(1) (4) (5) Officer of the Bank and Corporation. Prior to
1997 Senior Vice President
<CAPTION>
Class B Directors Whose Term Expires in 2002
- --------------------------------------------
<S> <C> <C> <C>
Bernadette H. Crooks 77 Retired 1985/1989
(1) (2)
Robert L. Hunter 58 Truck Dealer, Vice President of Hunter Truck 1974/1989
(2) (3) Sales and Service, Inc., President, Hunter
Keystone Peterbilt, Inc., Director of Idealease
of North America, Inc.
John B. Mason 51 Insurance Broker for H. B. Beels & Son, Inc. 1985/1989
(3) (4) (5)
</TABLE>
- -------------------------------
(1) Member of the Investment and Funds Management Committee. This Committee
is appointed by the Chairman of the Board and determines investment
policy and funds management policy. This committee also recommends
investment purchases for the bank portfolio.
(2) Member of the Audit Committee. This committee is appointed by the
Chairman of the Board and meets with the independent auditors to review
their audit of the financial reports of the Corporation.
(3) Member of the Human Resource Committee. This committee is appointed by
the Chairman of the Board and reviews salary and personnel policy and
recommends changes to the Board.
(4) Member of the Loan and Discount Committee. This committee is appointed by
the Chairman of the Board and is responsible to review and approve loans,
which exceed the loan officer's lending limits.
(5) Member of the Planning Committee. This committee is appointed by the
Chairman of the Board and examines and recommends expansion and business
opportunities to the Board of Directors.
During 1999, Directors received four hundred dollars ($400)
per month for their services as Director of the Bank. No additional compensation
is paid for service as Directors of the Corporation. During 1999, the Board of
Directors of the Corporation held five regular meetings and one special meeting
and the Board of Directors of the Bank held thirteen (13) regular meetings. In
1999, each Director was paid a retainer of $4,800 for service as a Board Member.
In addition, outside Directors received $100 for each committee meeting that
they attended. During 1999, total fees paid to all Directors were $58,200.
Each of the Directors attended at least seventy-five percent
(75%) of the combined total number of meetings of the Corporation's and Bank's
Board of Directors and of the committees on which they serve.
The Corporation's full Board of Directors acts as the
nominating committee. A shareholder who desires to propose an individual for
consideration by the Board of Directors as a nominee for director should submit
a proposal in writing to the Secretary/Treasurer of the Corporation in
accordance with Section 10.1 of the Corporation's Bylaws.
5
<PAGE>
Remuneration of Officers and Directors
The following table sets forth all cash compensation for
services in all capacities paid by the Bank during 1999 to the chief executive
officer. No officer's compensation exceeded $100,000. The Corporation pays no
salaries or benefits.
SUMMARY COMPENSATION TABLE
--------------------------
Name and Principal All Other Annual
Position Year Salary Bonus Compensation (2)
-------- ---- ------ ----- ----------------
David L. Cox (1) 1999 $95,000 $ -- $4,800
President, Chairman 1998 86,000 3,068 4,800
and CEO 1997 76,122 2,914 4,800
- -------------------------------
(1) Mr. Cox became President, Chairman and Chief Executive Officer January
1,1997.
(2) Does not include the value of certain other benefits, which do not exceed
$50,000 or 10% of the total salary and bonus of the individual.
Pension Plan
The Bank maintains a defined benefit pension plan (the
"Plan"). The Plan is intended to provide retirement and certain other benefits
to eligible employees and their beneficiaries. An individual is eligible to
participate in the Plan if he or she is an employee of the Bank and has
completed five (5) years of service or reached fifty-five (55) years of age
unless (1) the employee is covered under another plan to which the Bank
contributes; or (2) the employee is covered under a collective bargaining
agreement with the Bank that does not provide for coverage under the Plan.
An employee's expected monthly pension payable is based upon a
formula. Full vesting occurs after the completion of five (5) years of service.
In 1999, the Bank made no contribution to the Plan.
As of December 31, 1999, Mr. Cox had 26 years of credited
service under the Plan; and Mr. Boczar had 3 years of credited service under the
Plan.
Certain Transactions
There have been no material transactions, proposed or
consummated, between the Corporation and the Bank with any director or executive
officer of the Corporation or the Bank, or any associate of the foregoing
persons. The Bank, like many financial institutions, has followed a policy of
granting various types of loans to officers, directors, and employees. With the
exception of the loans presented in the following table, all loans to executive
officers and directors of the Corporation and the Bank have been made in the
ordinary course of business and on substantially the same terms and conditions,
including interest rates and collateral, as those prevailing at the time for
comparable transactions with the Bank's other customers, and do not involve more
than the normal risk of collectibility nor present other unfavorable features.
The Board of Directors maintains a policy granting a discount of 100 basis
points on loans extended to employees including executive officers. The
following table presents a summary of loans outstanding to named officers that
were extended, or amended, under this policy:
6
<PAGE>
<TABLE>
<CAPTION>
Highest
Principal
Year Balance Balance Interest Market
Name and Position Type Made During Year 12/31/99 Rate Rate
- --------------------------- -------------------- --------- ------------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
David L. Cox
President and Chairman Residential Mortgage 1997 $ 90,869 $ 87,293 6.75% 7.75%
Personal Demand 1992 2,350 2,350 7.50% 8.50%
John J. Boczar
Treasurer Residential Mortgage 1998 73,424 68,266 6.25% 7.25%
</TABLE>
Principal Officers of the Corporation
The following table sets forth selected information about the
principal officers of the Corporation, each of whom is selected by the Board of
Directors and each of whom holds office at the discretion of the Board of
Directors:
Bank
Held Employee Age as of
Name Since Since December 31, 1999
---- ----- ----- -----------------
David L. Cox, (1) 1997 1973 49
Chairman, President
and Chief Executive
Officer
John J. Boczar, CPA (2) 1996 1996 41
Secretary/Treasurer
- ---------------------
(1) Prior to January 1997, Mr. Cox served as Vice President of the
Corporation from 1996, and Treasurer prior to May 1996.
(2) Prior to May 1996, Mr. Boczar was employed by S. R. Snodgrass, A.C.,
Certified Public Accountants.
RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
Unless instructed to the contrary, it is intended that votes
will be cast pursuant to the proxies for the ratification of the selection of S.
R. Snodgrass, A.C., Certified Public Accountants, of Wexford, Pennsylvania
("Snodgrass"), as the Corporation's independent public accountants for its
fiscal year ending December 31, 2000. The Corporation has been advised by
Snodgrass that none of its members has any financial interest in the
Corporation. Ratification of Snodgrass will require an affirmative vote of a
majority of the shares of Common Stock represented at the Annual Meeting.
Snodgrass served as the Corporation's independent public accountants for the
Corporation's 1999 fiscal year.
In addition to performing customary audit services, Snodgrass
assisted the Corporation with the preparation of its federal and state tax
returns, provided assistance in connection with regulatory matters and provided
other internal audit outsourcing services, charging the Corporation for such
services at its customary hourly billing rates. These non-audit services were
approved by the Corporation's and the Bank's Board of Directors, after due
consideration of the effect of the performance thereof on the independence of
the accountants and after the conclusion by the Corporation's and the Bank's
Board of Directors that there was no effect on the independence of the
accountants.
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<PAGE>
In the event that the shareholders do not ratify the selection
of Snodgrass as the Corporation's independent public accountants for the 2000
fiscal year, another accounting firm will be chosen to provide independent
public accountant audit services for the 2000 fiscal year. The Board of
Directors recommends that the shareholders vote FOR the ratification of the
selection of Snodgrass as the auditors for the Corporation for the year ending
December 31, 2000.
It is understood that even if the selection of Snodgrass is
ratified, the Board of Directors, in its discretion, may direct the appointment
of a new independent auditing firm at any time during the year if the Board of
Directors determines that such a change would be in the best interests of the
Corporation and its shareholders.
ANNUAL REPORT
A copy of the Corporation's Annual Report for its fiscal year
ended December 31, 1999, is being mailed with this Proxy Statement. Such Annual
Report is not to be treated as part of the proxy solicitation material or having
been incorporated herein by reference. A representative of Snodgrass, the
accounting firm which examined the financial statements in the Annual Report,
will not attend the Annual Meeting.
SHAREHOLDER PROPOSALS
Any shareholder who, in accordance with and subject to the
provisions of the proxy rules of the Securities and Exchange Commission, wishes
to submit a proposal for inclusion in the Corporation's proxy statement for its
2001 Annual Meeting of Shareholders must deliver such proposal in writing to the
Secretary of Emclaire Financial Corp. at the principal executive offices of the
Corporation at 612 Main Street, Post Office Box D, Emlenton, Pennsylvania 16373,
not later than Thursday, December 21, 2000.
In the event the Company received notice of a stockholder
proposal to take action at next year's annual meeting of stockholders that is
not submitted for inclusion in the Company's proxy material, or is submitted for
inclusion but is properly excluded from the proxy material, the persons named in
the proxy sent by the Company to its stockholders intend to exercise their
discretion to vote on the stockholder proposal in accordance with their best
judgment.
OTHER MATTERS
The Board of Directors does not know of any matters to be
presented for consideration other than the matters described in the Notice of
Meeting, but if any matters are properly presented, it is the intention of the
persons named in the accompanying Proxy to vote on such matters in accordance
with their judgment.
ADDITIONAL INFORMATION
Upon written request, a copy of the Annual Report on Form
10-KSB of Emclaire Financial Corp. may be obtained, without charge from John J.
Boczar, Secretary/Treasurer, Emclaire Financial Corp., 612 Main Street, Post
Office Box D, Emlenton, Pennsylvania 16373.
8
<PAGE>
EMCLAIRE FINANCIAL CORP.
PROXY
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD MAY 16, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby constitutes and appoints the Board of Directors of
Emclaire Financial Corp. (the "Corporation"), or its designee, proxy of the
undersigned, with full power of substitution, to vote all of the shares the
Corporation that the undersigned may be entitled to vote at the Annual Meeting
of Shareholders of the Corporation to be held on Tuesday, May 16, at the Holiday
Inn, I-80 and Route 68, Clarion, PA 16214, at 7:00 p.m., prevailing time, and at
any adjournment or postponement thereof as follows:
1. ELECTION OF CLASS C DIRECTORS
FOR WITHHELD
Ronald L. Ashbaugh [ ] [ ]
George W. Freeman [ ] [ ]
Elizabeth C. Smith [ ] [ ]
Brian C. McCarrier [ ] [ ]
2. Ratification of the selection of S. R. Snodgrass, A.C., Certified
Public Accountants, as auditors of the Corporation for the year ending
December 31, 2000.
[ ] FOR [ ] AGAINST
3. In its discretion, the proxy is authorization to vote upon such other
business as may properly come before the meeting and any adjournment or
postponement thereof.
THIS PROXY, WHEN PROPERLY SIGNED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR ALL NOMINEES LISTED ABOVE AND FOR PROPOSAL NO. 2.
The undersigned acknowledges receipt from the Corporation prior to the
execution of this proxy of a Notice of Annual Meeting of Stockholders, a Proxy
Statement dated April 20, 2000 and an Annual Report to Stockholders.
Dated: ___________________, 2000 [ ] Please check here if you plan to
attend the Annual Meeting
Number attending ___________________
___________________________________ _____________________________________
SIGNATURE OF SHAREHOLDER SIGNATURE OF SHAREHOLDER
___________________________________ _____________________________________
PRINT NAME OF SHAREHOLDER PRINT NAME OF SHAREHOLDER
THIS PROXY MUST BE DATED, SIGNED BY THE SHAREHOLDER AND RETURNED
PROMPTLY TO THE CORPORATION IN THE ENCLOSED ENVELOPE. WHEN SIGNING AS ATTORNEY,
EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE. IF MORE
THAN ONE TRUSTEE, ALL SHOULD SIGN. IF STOCK IS HELD JOINTLY, EACH OWNER SHOULD
SIGN.
