<PAGE> 1
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:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
WILSON BANK HOLDING COMPANY
- --------------------------------------------------------------------------------
(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> 2
WILSON BANK HOLDING COMPANY
LEBANON, TENNESSEE
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To the Shareholders of Wilson Bank Holding Company:
The Annual Meeting of Shareholders (the "Annual Meeting") of Wilson
Bank Holding Company will be held on Tuesday, April 15, 1997 at 7:00 p.m.,
(CDT), at the main office of the Company, located at 623 West Main Street,
Lebanon, Tennessee 37087, for the following purposes:
(1) To elect twelve (12) directors to hold office until the next
Annual Meeting and until their successors are duly elected and
qualified;
(2) To ratify the appointment of Maggart & Associates, P.C. as
auditors for the Company for 1997; and
(3) To transact such other business as may properly come before
the Annual Meeting or any adjournment(s) thereof.
Only shareholders of record at the close of business on March 15, 1997
will be entitled to vote at the Annual Meeting or any adjournment(s) thereof.
Your attention is directed to the Proxy Statement accompanying this
Notice for a more complete statement regarding the matters proposed to be acted
upon at the Annual Meeting.
By Order of the Board of Directors
/s/ Jerry L. Franklin
----------------------------------------
Jerry L. Franklin, Secretary
March 15, 1997
YOUR REPRESENTATION AT THE ANNUAL MEETING IS IMPORTANT. TO ENSURE YOUR
REPRESENTATION, WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE
COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY. SHOULD YOU SUBSEQUENTLY
DESIRE TO REVOKE YOUR PROXY, YOU MAY DO SO AS PROVIDED IN THE ACCOMPANYING
PROXY STATEMENT AT ANY TIME BEFORE IT IS VOTED.
<PAGE> 3
WILSON BANK HOLDING COMPANY
LEBANON, TENNESSEE
PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
This Proxy Statement is furnished in connection with the solicitation
by the Board of Directors of Wilson Bank Holding Company (the "Company") of
proxies for the Annual Meeting of Shareholders of the Company to be held on
Tuesday, April 15, 1997, at the Company's main office, 623 West Main Street,
Lebanon, Tennessee 37087, at 7:00 p.m. (CDT). This proxy material was first
mailed to shareholders on or about March 15, 1997.
All valid proxies which are received will be voted in accordance with
the recommendations of the Board of Directors unless otherwise specified
thereon. A proxy may be revoked by a shareholder at any time prior to its use
by filing with the Secretary of the Company a written revocation or a duly
executed proxy bearing a later date, or by attending the Annual Meeting and
voting in person.
Only holders of record of the Company's Common Stock at the close of
business on March 15, 1997 (the "Record Date") are entitled to notice of and
vote at the Annual Meeting. As of the Record Date, the Company had 1,392,182
shares of Common Stock issued and outstanding, the holders of which are
entitled to one vote for each share held on each of the matters to be voted
upon at the Annual Meeting. The representation in person or by proxy of at
least a majority of the outstanding shares entitled to vote is necessary to
provide a quorum at the meeting. The directors shall be elected by a plurality
of the votes cast in the election by the holders of Common Stock represented
and entitled to vote at the Annual Meeting. Any other matters submitted to the
shareholders shall be approved by the affirmative vote of a majority of the
votes cast by the holders of Common Stock represented and entitled to vote at
the Annual Meeting. The Board of Directors of the Company does not know of any
other matters which will be presented for action at the Annual Meeting, but the
persons named in the proxy (who are directors of the Company) intend to vote or
act with respect to any other proposal which may be presented for action
according to their best judgment. Abstentions and "non-votes" are accounted as
"present" in determining whether a quorum is present. A "non-vote" occurs when
a nominee holding shares for a beneficial owner votes on one proposal, but does
not vote on another proposal because the nominee does not have discretionary
voting power and has not received instructions from the beneficial owner.
The cost of solicitation of proxies will be borne by the Company,
including expenses in connection with preparing, assembling, and mailing this
Proxy Statement. Such solicitation will be made by mail, and may also be made
by the Company's regular officers or employees personally or by telephone or
telegram. The
<PAGE> 4
Company may reimburse brokers, custodians and nominees for their expenses in
sending proxies and proxy materials to beneficial owners.
Wilson Bank and Trust (the "Bank") is located in Lebanon, Tennessee
and is a wholly-owned subsidiary of the Company. The Bank has a wholly-owned
subsidiary, Hometown Finance, Inc., a finance company organized under The
Tennessee Industrial Loan and Thrift Companies Act (the "Finance Company").
The Company also owns 50% of DeKalb Community Bank ("DCB"), located in
Smithville, Tennessee and 50% of Community Bank of Smith County ("CBSC"),
located in Carthage, Tennessee. DCB opened for business on April 18, 1996 and
CBSC opened for business on December 16, 1996. Except as otherwise stated, or
as the context otherwise requires, the information contained herein relates to
the Company and the Bank.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
There are no persons who are the beneficial owners of more than 5% of
the Company's Common Stock, its only class of voting securities.
The following table shows the beneficial ownership of the Company's
Common Stock by all directors, each of the named executive officers set forth
herein and the directors and executive officers of the Company as a group (a
total of 16 persons) on March 1, 1997.
<TABLE>
<CAPTION>
Amount and Nature
Name and Address of of Beneficial Percent of
Beneficial Owner (1) Owner (2) Class
- ------------------------ ------------------------ -------------------
<S> <C> <C>
Charles Bell 16,773(4) 1.20%
Jack W. Bell 16,397(3) 1.18%
Mackey Bentley 15,886(3)(4) 1.14%
J. Randall Clemons 19,244(3)(4)(5) 1.38%
James F. Comer 9,612 0.69%
Jerry L. Franklin 18,376(3)(4) 1.32%
John B. Freeman 16,310(4)(5) 1.17%
Marshall Griffith 12,000(4) 0.86%
Harold R. Patton 13,155(4)(5) 0.94%
James Anthony Patton 10,941 0.79%
John R. Trice 20,052(3)(4) 1.44%
</TABLE>
2
<PAGE> 5
<TABLE>
<S> <C> <C>
Robert T. VanHooser 1,140(4) 0.08%
Officers and
directors as a group 186,946(3)(4)(5) 13.43%
(17 persons)
</TABLE>
- ---------------
(1) The address for each of the directors and executive officers set forth
in the table above is 623 West Main Street, Lebanon, Tennessee 37087.
(2) Each person has sole voting and investment power with respect to the
shares listed unless otherwise indicated.
(3) Includes shares held by or on behalf of the named individual's
children and/or other dependents.
(4) Includes shares held jointly with named individual's spouse.
(5) Includes shares held in an Individual Retirement Account.
PROPOSAL NO.1: ELECTION OF DIRECTORS
Directors are elected each year to hold office until the next Annual
Meeting and until their successors are duly elected and qualified. The
Company's by-laws provide for a minimum of five and maximum of fifteen
directors, the exact number to be set by the Board of Directors. The exact
number is currently set at twelve and the Board of Directors has nominated
twelve individuals to stand for election at the 1997 Annual Meeting. Proxies
may not be voted for a greater number of directors than twelve.
Unless contrary instructions are received, the enclosed proxy will be
voted in favor of the election as directors of the nominees listed below. Each
nominee has consented to be a candidate and to serve, if elected. All the
nominees currently are serving as directors of the Company. While the Board
has no reason to believe that any nominee will be unable to accept nomination
or election as a director, if such event should occur, proxies will be voted
with discretionary authority for a substitute or substitutes who will be
designated by the current Board of Directors.
The following table contains certain information concerning the
nominees, which information has been furnished to the Company by the
individuals named.
<TABLE>
<CAPTION>
Current Position; Business
Director Experience During
Nominee Age Since Past Five Years (1)
------- --- -------- --------------------------
<S> <C> <C> <C>
Charles Bell (2)(4) 58 1993 Director; President - Lebanon Aluminum
Products, Inc. (until 1995)
Jack W. Bell (2)(5) 38 1987 Director; Owner - Jack W. Bell Builders, Inc.;
Vice President of Operations - Lebanon Aluminum
Products, Inc. (until 1995)
</TABLE>
3
<PAGE> 6
<TABLE>
<S> <C> <C> <C>
Mackey Bentley 52 1987 Director; President - Bentley's Electric
Company, Inc.
J. Randall Clemons(4)(5) 44 1987 President; Chief Executive Officer and Director
of the Company (since 1992); President, Chief
Executive Officer and Director of the Bank
James F. Comer(4) 38 1996 Director; Owner - Comer Farms; Vice-President -
Lending and Account Executive of Farm Credit
Services of America (1980-1995)
Jerry L. Franklin 58 1987 Director; Owner as franchisee of Ponderosa
Restaurants
John B. Freeman 57 1987 Director; Chairman - Auto Parts and Service
Company, Inc.
Marshall Griffith 58 1987 Director; Owner - Dixieland Ranch and Cattle;
Senior Vice President - Fidelity Federal
Savings and Loan of Tennessee, Nashville,
Tennessee prior thereto
Harold R. Patton (3) 61 1987 Director; General Manager - Wilson Farmers'
Cooperative
James Anthony Patton (3) 36 1987 Director; Salesman - Custom Packaging,
Incorporated
John R. Trice(5) 64 1991 Director; Owner - Trice Bookkeeping, Appraisal
and Accounting Services
Robert T. VanHooser, Jr.(5) 67 1991 Director; Retired Business Development Officer
- Wilson Bank and Trust 1991 - 96;
</TABLE>
- --------------
(1) All directors serve on the Boards of Directors of the Company, the
Bank and the Finance Company.
(2) Charles Bell is the father of Jack W. Bell.
(3) Harold R. Patton is the father of James Anthony Patton.
(4) Messrs. Clemons, Comer and Charles Bell serve on the Board of
Directors of CBSC.
(5) Messrs. Clemons, Trice, VanHooser and J. Bell serve on the Board of
Directors of DCB.
DESCRIPTION OF THE BOARD AND COMMITTEES OF THE BOARD
Each of the Company's directors is elected at the Annual Meeting and
serves until the next Annual Meeting and until his successor has been elected
and qualified. The Board of Directors of the Company also serves as the Board
of Directors of the Bank. Each director receives a maximum of $950 per month
for his service as a director of the Company and receives $335 for each meeting
of a committee of the Bank attended, with total compensation for director
service as a director of the Bank not to exceed $1,525 per month, per director.
The directors of DCB and CBSC receive no compensation.
The Company does not have an executive compensation or nominating
committee. The respective Board of Directors of the Company and the Bank
establish general compensation policies and
4
<PAGE> 7
programs for the Company and the Bank and determine annually the compensation
to be paid to Company and Bank employees, including executive officers. The
Board of Directors of the Company and the Bank also acts as a nominating
committee for directors and officers for the Company and the Bank by developing
general criteria concerning the qualifications and selection of Board members
and officers, (including recommendations made by securityholders of the
Company) and recommends candidates for such positions. The Company does not
have an Audit Committee. The Bank, however, has an Audit Committee, composed
of Messrs. Trice, Griffith, H. Patton, Comer VanHooser, Clemons, and Freeman.
The Audit Committee reviews annual and interim reports of the independent
auditors and provides advice and assistance regarding the accounting auditing,
and financial reporting practices of the Company and the Bank. The Audit
Committee held six meetings during 1996.
In addition to the Audit Committee the Board of Directors of the Bank
has ten standing committees consisting of the Executive, Personnel, Finance,
Marketing, Building, Investment, Future Development, Data Processing, Trust and
Capital Planning Committees. The Chairman of the Board of Directors of the
Bank (Mr. Comer) and the President of the Bank (Mr. Clemons) are members of all
committees with the exception of the Personnel Committee.
The Executive Committee is composed of Messrs. Franklin, T. Patton and
Trice with Mr. VanHooser serving as chairman. The Executive Committee reviews
corporate activities, makes recommendations to the Board on policy matters and
makes executive decisions on matters that do not require a meeting of the full
Board of Directors. This committee held eight meetings during 1996.
The Personnel Committee, composed of Messrs. Bentley, H. Patton and
VanHooser with Mr. J. Bell serving as chairman, considers and recommends to the
Board of Directors the salaries of all Bank personnel. This committee held six
meetings during 1996.
The Finance Committee, a seven-member committee, is the credit review
board of the Bank. This committee reviews loan applications meeting certain
criteria and approves those found creditworthy. In addition, this committee
reviews all loans that are funded. The committee is comprised of six permanent
members, Messrs. C. Bell, J. Bell, Bentley, Freeman, Griffith, with H. Patton
serving as Chairman and one "temporary" member, who serves for two quarters.
During 1996, Messrs. VanHooser and Trice each served as the temporary member
for two quarters. The Finance Committee held twenty meetings during 1996.
The Marketing Committee is composed of Messrs. H. Patton, Bentley,
Freeman, Griffith, and H. Patton with Mr. T. Patton serving as chairman. The
Marketing Committee recommends the
5
<PAGE> 8
direction of the marketing efforts of the Company and the Bank. This committee
held three meetings during 1996.
The Building Committee is composed of Messrs. C. Bell, J. Bell, T.
Patton and VanHooser with Mr. Bentley serving as chairman. This committee makes
recommendations to the Board on the immediate and future building needs of the
Company and the Bank. This committee held five meetings during 1996.
The Investment Committee is composed of Messrs. Freeman, Griffith, H.
Patton and VanHooser with Mr. C. Bell serving as chairman. The Investment
Committee reviews and directs the investment portfolio of the Bank. This
committee held twelve meetings during 1996.
The Long Range Planning Committee is composed of Messrs. C. Bell, J.
Bell and VanHooser with Mr. Trice serving as chairman. This committee explores
strategic opportunities available to the Company and recommends the direction
the Company should take on these matters. This committee held three meetings
in 1996.
The Data Processing Committee is composed of Mr. VanHooser with Mr.
Franklin serving as chairman. The Data Processing Committee reviews the
computer hardware and software needs of the Company and makes recommendations
regarding purchases thereof to the Board. This committee held four meetings
during 1996.
The Trust Committee, composed of Messrs. Franklin, Freeman and
VanHooser with Mr. Trice serving as chairman, is charged with the oversight of
the Bank's trust activities. This Committee held eleven meetings during 1996.
During the fiscal year ended December 31, 1996, the Board of Directors
of the Bank held fourteen meetings. The Board of Directors of the Company met
seventeen times. All incumbent directors attended more than 90% of the
aggregate number of meetings of both Boards and the committees on which they
served.
6
<PAGE> 9
EXECUTIVE COMPENSATION
The following table provides information as to annual, long-term or
other compensation during fiscal years 1996, 1995 and 1994 for the Company's
Chief Executive Officer:
SUMMARY COMPENSATION TABLE
Annual Compensation
<TABLE>
<CAPTION>
ALL OTHER
NAME AND PRINCIPAL COMPENSATION
Position Year Salary ($) Bonus ($) ($)(1)
-------- ---- ---------- --------- ------
<S> <C> <C> <C> <C>
J. Randall Clemons, 1996 138,072 43,500 11,496
President and Chief 1995 132,000 36,000 10,292
Executive Officer 1994 121,000 21,000 10,055
H. Elmer Richerson, 1996 89,355 20,500 8,358
Executive Vice 1995 84,225 16,275 6,896
President 1994 77,000 7,687 5,983
</TABLE>
(1) Represents the Company's matching grants under the Company's 401(k)
plan.
PERSONNEL COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During fiscal 1996, the Personnel Committee of the Board of Directors
was composed of Messrs. H. Patton, Trice and T. Patton. None of these persons
has at any time been an officer or employee of the Company or any of its
subsidiaries. In addition, there are no relationships among the Company's
executive officers, members of the Personnel Committee or entities whose
executives serve on the Board of Directors or the Personnel Committee that
require disclosure under applicable SEC regulations.
PERSONNEL COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Decisions with respect to compensation of the Company's Executive
Officers, including the Chief Executive Officer, for fiscal 1996 were made by
the Personnel Committee of the Board of Directors, which was composed of
Messrs. Bentley, H. Patton and VanHooser with Mr. J. Bell serving as chairman.
None of these person served an officer or employee of the Company or any of its
subsidiaries during 1996. The Personnel Committee approves compensation for
the Executive Officers and other key employees of the Company, and reviews and
administers the Company's 401(k) Plan.
The overall objectives of the Company's executive compensation program for
fiscal 1996 were to:
7
<PAGE> 10
- Attract and retain the highest quality talent to lead the
Company
- Reward key executives based on business performance
- Assure that objectives for corporate and individual
performance are measured
The philosophy upon which these objectives were based is to provide
incentive to the Company's officers to enhance the profitability of the
Company. The compensation levels for fiscal 1996 for members of senior
management were established by the Personnel Committee based upon the
recommendation of the Company's Chief Executive Officer, J. Randall Clemons.
The Personnel Committee set annual salaries for the Executive Officers
within competitive levels but relies to a significant degree on annual cash
bonuses to attract and retain senior management of outstanding abilities and to
motivate them to perform to the full extent of their abilities. In
establishing compensation levels, the Personnel Committee considers
compensation levels of executives in other financial institutions of similar
size in similar markets as well as the overall performance of the Company.
Jack W. Bell, Chairman
William Mackey Bentley
Harold Patton
Robert T. VanHooser, Jr.
8
<PAGE> 11
SHAREHOLDER RETURN PERFORMANCE GRAPH
The following graph compares the percentage change in the unaudited
total return on the Company's Common Stock against the cumulative total return
of the NASDAQ Index and The Carson Medlin Company's Independent Bank Index
between December 31, 1992 (the date the Company's Common Stock was registered
under the Securities Exchange Act of 1934, as amended and December 31, 1996.
The graph assumes the value of the investment in the Company's Common Stock and
each index was $100 at December 31, 1992 and that all dividends were
reinvested.
[WILSON BANK HOLDING COMPANY GRAPH]
<TABLE>
<CAPTION>
1992 1993 1994 1995 1996
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
WILSON BANK HOLDING COMPANY 100 157 174 193 216
INDEPENDENT BANK INDEX 100 125 152 203 241
NASDAQ INDEX 100 115 112 159 195
</TABLE>
9
<PAGE> 12
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Some directors and principal officers of the Company at present, as in
the past, are customers of the Bank and have had and expect to have loan
transactions with the Bank in the ordinary course of business. In addition,
some of the directors and officers of the Bank are at present, as in the past,
affiliated with businesses which are customers of the Bank and which have had
and expect to have loan transactions with the Bank in the ordinary course of
business. These loans were made in the ordinary course of business and were
made on substantially the same terms, including interest rates and collateral,
as those prevailing at the time for comparable transactions with other parties.
In the opinion of the Board of Directors, these loans do not involve more than
a normal risk of collectibility or present other unfavorable features.
During 1996, John R. Trice Appraisals, Inc. was paid an aggregate of
$245,594 for 1,138 appraisals, inspections, etc. performed in connection with
loans originated by the Bank. This company is owned by John R. Trice, a
director of the Company and Bank. The payments made by the Bank were
reimbursed in full by the persons and/or entities whose properties were
appraised.
Based solely upon review of the United States Securities and Exchange
Commission ("SEC") Forms 3 and 4 furnished to the Company under Rule 16a-3(d)
promulgated by the SEC during the fiscal year ended December 31, 1996 and SEC
Form 5 furnished to the Company with respect to the fiscal year ended December
31, 1996, there were no untimely filings made during 1996.
PROPOSAL NO. 2: RATIFICATION OF INDEPENDENT AUDITORS
The Board of Directors of the Company has selected Maggart and
Associates, P.C. to serve as independent auditors for the current fiscal year
upon the recommendation of the Audit Committee and considers it desirable that
the selection of Maggart & Associates, P.C. be ratified by the shareholders.
Maggart and Associates, P.C. has served in this capacity for the Company since
1987. A representative from the independent auditors is expected to be present
at the Annual Meeting and will have an opportunity to make a statement if he
desires to do so. The representative is also expected to be available to
respond to appropriate questions.
SHAREHOLDERS' PROPOSALS AND OTHER MATTERS
Shareholders intending to submit proposals for presentation at the
next Annual Meeting and inclusion in the Proxy Statement and form of proxy for
such meeting should forward such proposals to J.
10
<PAGE> 13
Randall Clemons, Wilson Bank Holding Company, 623 West Main Street, Lebanon,
Tennessee 37087. Proposals must be in writing and must be received by the
Company prior to November 15, 1997 in order to be included in the Company's
Proxy Statement and form of proxy relating to the 1997 Annual Meeting of
Shareholders. Proposals should be sent to the Company by certified mail,
return receipt requested.
The Board of Directors is not aware of any other matters which may be
brought before the Annual Meeting. However, if any matter other than the
proposed matters properly comes before the meeting for action, proxies will be
voted for such matters in accordance with the best judgment of the persons
named as proxies.
In addition to solicitation by mail, certain directors, officers and
regular employees of the Company and the Bank may solicit proxies by telephone,
telegram or personal interview for which they will receive no compensation
other than their regular salaries. The Company may request brokerage houses
and custodians, nominees and fiduciaries to forward soliciting material to the
beneficial owners of the Company's Common Stock held of record by such persons
and may reimburse them for their reasonable out-of-pocket expenses in
connection therewith.
The Annual Report of the Company is mailed herewith. A copy of the
Company's Annual Report to the Securities and Exchange Commission on Form 10-K
for the year ended December 31, 1996, is available without charge to any
shareholder upon request.
By order of the Board of
Directors
/s/ Jerry L. Franklin
--------------------------------
Lebanon, Tennessee Jerry L. Franklin
March 15, 1997 Secretary
11
<PAGE> 14
Appendix A
WILSON BANK HOLDING COMPANY
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
NAME AND ADDRESS
LABEL
This proxy is solicited upon behalf of the Board of Directors. The undersigned
hereby appoint Harold R. Patton and Mackey Bentley, or either of them, with
full power of substitution, as proxies, and hereby authorize them to vote, as
designated, all shares of common stock of Wilson Bank Holding Company, held by
the undersigned on March 15, 1997 at the Annual Meeting of Shareholders to be
held Tuesday, April 15, 1997 at 7:00 p.m., (CST), at the main office of Wilson
Bank and Trust, located at 623 West Main Street, Lebanon, Tennessee 37087 and
any adjournment(s) thereof.
1. ELECTION OF DIRECTORS
____ FOR all nominees (except as marked to the contrary below)
Charles Bell James F. Comer Harold R. Patton
Jack W. Bell Jerry L. Franklin James Anthony Patton
Mackey Bentley John B. Freeman John R. Trice
Randall Clemons Marshall Griffith Robert T. VanHooser, Jr.
____ Withhold authority to vote for all twelve nominees;
____ Withhold authority to vote for the following nominee(s), write that
nominee's name in the space below:
___________________________________________________________
2. RATIFICATION OF MAGGART AND ASSOCIATES, P.C. AS INDEPENDENT AUDITORS FOR
THE CURRENT FISCAL YEAR.
____ FOR ____ AGAINST ____ ABSTAIN
In their discretion, the proxies are authorized to vote upon such business as
may properly come before this meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED SHAREHOLDER(S). IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSALS 1 AND 2.
________________________________ __________________
Signature Date
________________________________ __________________
Signature (if held jointly) Date
Please sign exactly as your name appears on your share certificates. Each joint
owner must sign. When signing as attorney, executor, administrator, trustee or
guardian, please give full title as such. If a corporation, please sign in full
corporate name as authorized. If a partnership, please sign in partnership name
by an authorized person.
BE SURE TO MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY
IN THE ADDRESSED POSTAGE PAID ENVELOPE PROVIDED.
