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
[ ] 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 section 240.14a-11(c) or section
240.14a-12
DENMARK BANCSHARES, INC.
(Name of Registrant as Specified in its Charter)
------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchanged 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 Exchanged 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>
DENMARK BANCSHARES, INC.
PO BOX 130
DENMARK, WI 54208-0130
920-863-2161
(LETTERHEAD)
March 30, 2000
To our shareholders:
It is our pleasure to invite you to attend the Annual Meeting of Shareholders
of Denmark Bancshares, Inc. Our meeting will be held at 2:00 p.m. on Tuesday,
April 25, 2000, at Eddie Whipp's Supper Club, 5073 Highway 29, Green Bay,
Wisconsin.
The attached Notice of Annual Meeting and Proxy Statement describes the
business matters to be acted upon at the meeting.
Information concerning our results of operations and financial condition is
contained in the enclosed Annual Report.
Please complete, sign and return the enclosed proxy card whether or not you
expect to attend the meeting. This will not prevent you from voting in
person at the meeting if you prefer. The Board of Directors encourages you
to attend the meeting and to return your proxy card.
Sincerely,
(Signature of Darrell R. Lemmens)
Darrell R. Lemmens
Chairman of the Board and President
<PAGE>
DENMARK BANCSHARES, INC.
103 E. MAIN ST.
P.O. BOX 130
DENMARK, WI 54208
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
April 25, 2000
The Annual Meeting of Shareholders of Denmark Bancshares, Inc. will be held
at Eddie Whipp's Supper Club, 5073 Highway 29, Green Bay, Wisconsin, on
Tuesday, April 25, 2000, at 2:00 p.m.
The purpose of the Meeting is to consider and vote on:
1. The election of two directors as named in the attached Proxy Statement.
2. The ratification of the appointment of Williams Young, LLC as
independent auditors for Denmark Bancshares, Inc. for the year ending
December 31, 2000.
3. Such other business as may properly come before the meeting or any
adjournment thereof. The Board of Directors is not aware of any other
business to come before the meeting.
Shareholders of record at the close of business on March 1, 2000, are entitled
to notice of and to vote at the Annual Meeting and any adjournments thereof.
You are urged to complete, date, sign and promptly return the enclosed proxy
card, so that the presence of a quorum will be assured. Return of the proxy
card does not affect your right to vote in person at the Annual Meeting.
BY ORDER OF THE BOARD OF DIRECTORS
(Signature of Darrell R. Lemmens)
Darrell R. Lemmens
Chairman of the Board and President
March 30, 2000
<PAGE>
PROXY STATEMENT
DENMARK BANCSHARES, INC.
103 E. MAIN ST.
P.O. BOX 130
DENMARK, WI 54208
ANNUAL MEETING OF SHAREHOLDERS
April 25, 2000
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Denmark Bancshares, Inc., hereinafter
referred to as the "Company", to be voted at the Annual Meeting of
Shareholders on Tuesday, April 25, 2000, at 2:00 p.m., at Eddie Whipp's
Supper Club, 5073 Highway 29, Green Bay, Wisconsin, and all adjournments
thereof. The solicitation of proxies begins on or about March 30, 2000.
REVOCABILITY OF PROXIES
- -----------------------
Execution of a proxy given in response to this solicitation will not affect a
shareholder's right to attend the Annual Meeting and to vote in person.
Presence at the Annual Meeting of a shareholder who has signed a proxy does
not in itself revoke a proxy. Any shareholder giving a proxy may revoke it
any time before it is exercised by giving notice thereof to the Company in
writing or in person at the Annual Meeting.
Proxies that are properly executed, duly returned to the Company and not
revoked, will be voted in accordance with the instructions contained therein.
The shares represented by executed but unmarked proxies will be voted in
favor of the proposals set forth in this Proxy Statement for consideration at
the Annual Meeting and on such other business or matters that may properly
come before the meeting in accordance with the best judgment of the persons
named as proxies.
VOTING SECURITIES AND SECURITY OWNERSHIP
OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
- --------------------------------------------
Shareholders of record of the Company's common stock as of the close of
business on March 1, 2000, will be entitled to one vote for each share of
common stock then held. As of March 1, 2000, the Company had 54,997 shares
of common stock issued and outstanding.
Management knows of no person who was the beneficial owner of more than 5% of
the outstanding shares of common stock of the Company as of March 1, 2000.
<PAGE>
The following table sets forth, as of March 1, 2000, information concerning
beneficial ownership of common stock of the Company by each director and
nominee for directorship, by each executive officer named in the Summary
Compensation Table and by all directors and executive officers as a group.
Name of Amount of
Beneficial Beneficial Percent of
Owner Ownership (1) Class
- ------------------------------------ ------------- ------------
Terese M. Deprey (2) 1,456 2.7%
Dennis J. Heim (3) 324 *
Darrell R. Lemmens (4) 1,768 3.2%
Mark E. Looker (5) 1,628 3.0%
B.E. Mleziva, DVM (6) 1,480 2.7%
John P. Olsen (7) 363 *
Edward Q. Opichka, DDS 304 *
James E. Renier (8) 426 *
C. J. Stodola 440 *
Norman F. Tauber (9) 520 *
Thomas F. Wall (10) 1,399 2.5%
All directors and executive officers
as a group (14 persons) (11) 10,644 19.4%
* Less than 1% of shares outstanding.
______________________________________
(1) Unless otherwise indicated, the beneficial owners exercise sole voting
and investment powers.
(2) Includes 116 shares for which voting and investment powers are shared.
(3) Includes 288 shares for which voting and investment powers are shared.
(4) Includes 308 shares for which voting and investment powers are shared.
(5) Includes 112 shares for which he disclaims beneficial ownership.
(6) Includes 960 shares for which voting and investment powers are shared.
(7) Includes 11 shares for which voting and investment powers are shared.
(8) Includes 426 shares for which voting and investment powers are shared.
(9) Includes 112 shares for which voting and investment powers are shared.
(10) Includes 1,399 shares for which voting and investment powers areshared.
(11) Includes 4,038 shares for which voting and investment powers are shared.
PROPOSAL I
ELECTION OF DIRECTORS
Pursuant to Amended Article VII of the Articles of Incorporation of the
Company, the Board of Directors is divided into three classes as nearly equal
in number as possible. The term of office of only one class of directors
expires in each year, and their successors are elected for terms of three
years. The classes are designated as Class I, Class II and Class III. Dr.
Edward Q. Opichka, DDS and Mr. Thomas F. Wall, a present member, are
nominated as Class I directors. Class I directors will serve for a term of
three years to expire in April 2003.
The two nominees have consented to serve, if elected. Unless the
shareholders otherwise specify, the shares represented by the proxies
received will be voted in favor of the Board's nominees. The Board has no
reason to believe that any of the listed nominees will be unable or unwilling
to serve as a director if elected. However, in the event that any of the
nominees should be unable or unwilling to serve, the shares represented by
the proxies received will be voted for any other nominees selected by the
Board.
<PAGE>
The following table sets forth certain information with respect to the Board
of Directors' nominees for election as directors and those directors
continuing in office. Hereinafter, the Company's subsidiaries are referred
to as follows: Denmark State Bank as "the Bank", Denmark Agricultural Credit
Corp. as "DACC" and McDonald-Zeamer Insurance Agency, Inc. as "McDonald".
BOARD NOMINEES
NOMINEES FOR CLASS I, THREE-YEAR TERM EXPIRING APRIL 2003
---------------------------------------------------------
Edward Q. Opichka, DDS Edward Q. Opichka, DDS, age 64, has served
as a director of the Bank since 1994. Dr.
Opichka has owned and operated a private
dental practice since 1962.
Thomas F. Wall Thomas F. Wall, age 59, has served as a
director of the Company since 1988 and as a
director of the Bank since 1986. Mr. Wall
has been the Sales Account Manager of
Natural Beauty Growers, formerly known as
Greiling Farms, Inc., a wholesale
greenhouse company, since 1973.
DIRECTORS CONTINUING IN OFFICE
CLASS I DIRECTORS WITH TERMS EXPIRING APRIL 2001
------------------------------------------------
Terese M. Deprey Terese M. Deprey, age 36, has served as a
director of the Company since 1994 and
Secretary since 1996. Mrs. Deprey has been
a Vice President of the Bank since 1996.
Prior to 1996, she was an Assistant Vice
President of the Bank since 1993 and prior
to that an Administrative Assistant of the
Bank for more than five years.
Mark E. Looker Mark E. Looker, age 51, has served as a
director and as Vice President of the
Company since 1983. He formerly served as
Secretary of the Company. Mr. Looker has
been an Assistant Vice President of the
Bank since 1996 and has held other
positions with the Bank since 1981. He
formerly served as a director and Secretary
of DACC from 1985 to 1996.
B. E. Mleziva, DVM B. E. Mleziva, DVM, age 73, has served as a
director of the Company since 1983 and as a
director of the Bank since 1969. Prior to
1998, Dr. Mleziva was the President of
Denmark Animal Hospital, S.C. since 1985.
He has been a director of DACC since 1985.
CLASS III DIRECTORS WITH TERM EXPIRING APRIL 2002
-------------------------------------------------
Darrell R. Lemmens Darrell R. Lemmens, age 56, has served as a
director and as Chairman of the Board and
President of the Company since 1983. He
formerly served as Treasurer of the
Company. Mr. Lemmens has been a director
of the Bank since 1980 and President since
1981 and has been a director of DACC and
McDonald since 1985.
C. J. Stodola C. J. Stodola, age 69, has served as a
director of the Company since 1983 and as a
director of McDonald since 1985. Mr.
Stodola has practiced law as a sole
practitioner for the past thirty-two years.
Norman F. Tauber Norman F. Tauber, age 83, has served as a
director of the Company since 1983 and as a
director of the Bank since 1957. Mr.
Tauber, prior to his retirement in 1970,
was the owner and operator of an auto
service station and a used car dealership.
He has been a director of DACC since 1985.
The two persons properly nominated who receive the greatest number of the
votes cast at the meeting will be elected Class I directors. THE BOARD
RECOMMENDS THE NOMINEES FOR ELECTION AS DIRECTORS AND URGES EACH SHAREHOLDER
TO VOTE FOR ALL NOMINEES.
<PAGE>
COMMITTEES, MEETINGS AND COMPENSATION OF DIRECTORS
- --------------------------------------------------
The Board of Directors held five meetings during 1999. No director attended
fewer than 75 percent of the total meetings of the Board of Directors and
committee meetings on which such director served.
The Company does not have standing nominating or compensation committees.
However, the Bank's Board of Directors has a Compensation Committee. The
Compensation Committee met twice during 1999 to review and approve
compensation paid to all employees of the Company. The Committee reports
semi-annually to the full Board of Directors of the Bank. Members of the
Committee included Messrs. Lemmens, Mleziva, Tauber and Wall. Other
Committee members include Mr. Thomas N. Hartman, Dr. Edward Q. Opichka and
Mr. Allen M. Peters, who are members of the Bank's Board of Directors.
Members were paid $440 for each meeting attended.
The Company has an Audit Committee whose members consist of Messrs. Mleziva,
Tauber and Wall. The responsibilities of the Audit Committee include
reviewing the annual financial statement audit, evaluating the financial
reporting process and overseeing ongoing audit procedures. The findings of
the Audit Committee are reported to the full Board of Directors. During 1999
the Audit Committee did not meet.
Directors of the Company were paid $420 for two of the Board of Directors'
meetings attended in 1999 and $440 for the other three Board of Directors'
meetings. Additionally, Mrs. Terese M. Deprey, Mr. C. J. Stodola and Mr.
Mark E. Looker received an annual fee of $3,000. All other directors of the
Company also serve as directors of the Bank and they were paid an annual fee
of $3,000 by the Bank.
EXECUTIVE COMPENSATION
- ----------------------
The following table lists information on compensation received for services
by the Chief Executive Officer and the other two most highly compensated
executive officers of the Company during the year ended December 31, 1999.
No other executive officers of the Company had total annual salary and
bonuses in excess of $100,000 during the year ended December 31, 1999.
Summary Compensation Table
Annual Compensation
----------------------------------------------------
Other Annual All
Name and Principal Position Year Salary Bonus Compensation(1) Other(2)
- --------------------------- ---- -------- ------- -------------- ------------
Darrell R. Lemmens 1999 $152,646 $29,500 $19,260 $19,496
Chairman of the Board 1998 136,932 29,000 18,460 19,664
of the Company, the Bank, 1997 129,180 28,500 18,060 19,459
DACC and McDonald, President
of the Company and the Bank
Dennis J. Heim 1999 $93,396 $13,250 $9,020 $12,026
Sr. Vice President of the 1998 85,278 13,000 6,320 11,023
Bank and Vice President 1997 80,448 12,750 5,760 10,432
of the Company
John P. Olsen 1999 $88,080 $12,000 $4,260 $11,107
Sr. Vice President of the 1998 76,986 11,750 4,180 9,687
Bank and President 1997 71,280 11,500 4,100 8,973
of DACC
____________________________________________________________________________
(1) Consists of directors' and committee fees paid by the Company and its
subsidiaries.
(2) Consists of contributions to the Bank's Master Money Purchase Trust Plan
and 401(k) Profit Sharing Plan.
<PAGE>
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
- -------------------------------------------------------------
The Compensation Committee of the Board of Directors of the Bank is
responsible for determining the annual salary and bonus of the Chief
Executive Officer and approving the annual salary and bonus paid to all other
personnel, including the executive officers. The Compensation Committee
believes that the compensation for executive officers should be at a market
level in order to attract and retain qualified individuals. As a result of
this practice, the Company has experienced low turnover among its executive
officers.
Individual executive compensation is reviewed on an annual basis. In
approving the executive officers' salaries and bonuses and determining the
salary and bonus of the Chief Executive Officer, the Committee compares the
base salaries and bonuses paid or proposed to be paid by the Company with
ranges of salaries and bonuses paid by commercial banks of similar size
relative to the Company. The Committee utilized the Wisconsin Bankers
Association Salary Survey for comparison purposes when approving and
determining the 1999 annual salaries and bonuses. For 1999 the comparable
peer group of commercial banks included those with assets between $100 and
$250 million in assets. Base salaries and bonuses for 1999 were generally
set at about the 75th percentile or upper quartile of the comparative survey
data based on the total asset size of the Bank relative to the range of asset
sizes of the peer group.
In approving annual bonuses of the executive officers and determining the
annual bonus of the Chief Executive Officer, the Committee compares the
operating results and performance ratios of the Bank to operating results and
performance ratios of commercial banks of similar asset size relative to the
Bank. The Committee used the Uniform Bank Performance Report for comparison
purposes when approving and determining the 1999 bonuses. The peer group
used for comparison purposes consisted of commercial banks having total
assets between $100 million and $300 million with three or more banking
offices.
The Committee relies on recommendations from Mr. Lemmens, the Company's Chief
Executive Officer, concerning salary adjustments and annual bonuses for the
executive officers (other than his own). The recommendations are based on
the comparable survey results, the level of responsibility of each officer,
the expertise and skills offered by each officer and the officer's individual
job performance. The Compensation Committee reviewed the recommendations
made by Mr. Lemmens and then made final decisions on the base salaries and
annual bonuses to be paid by the Company. Based on similar criteria, the
Compensation Committee, excluding Mr. Lemmens, determined the annual salary
and bonus paid to the Chief Executive Officer.
The Company's policy with respect to other employee benefit plans is to
provide competitive benefits to the Company's employees to encourage their
continued service with the Company and to attract new employees when needed.
Compensation Committee Members:
Darrell R. Lemmens
Thomas N. Hartman B. E. Mleziva, DVM Edward Q. Opichka, DDS
Allen M. Peters Norman F. Tauber Thomas F. Wall
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
- -----------------------------------------------------------
The current members of the Compensation Committee are identified above. Mr.
Lemmens, the Company's Chief Executive Officer and member of the Committee,
made recommendations for salaries and bonuses (other than his own) of the
executive officers. Mr. Lemmens and Dr. Opichka had loans outstanding from
the Bank during 1999. See "Certain Relationships and Related Transactions"
for further information.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- ----------------------------------------------
C. J. Stodola Law Office, Green Bay, Wisconsin has served as counsel to the
Bank and Company since 1967 and will continue to serve in 2000. C. J.
Stodola is a director of the Company. Fees paid to C. J. Stodola Law Office,
during 1999 amounted to $17,182.
From time to time the Company has made loans to executive officers and
directors of the Company, their family members and related entities. Such
loans were made in the ordinary course of business, 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. It is expected that similar transactions will
occur in the future.
<PAGE>
STOCK PERFORMANCE GRAPH
- -----------------------
The following line graph shows a comparison of the yearly percentage change
in the cumulative total shareholder return on Denmark Bancshares, Inc. Common
Stock with the cumulative total returns of the Nasdaq Bank Composite Index
and the Nasdaq Composite Stock Market Index. Cumulative total shareholder
return includes the change in year-end stock price and assumes reinvestment
of dividends. The graph assumes $100 was invested in Denmark Bancshares,
Inc. Common Stock and for each index on December 31, 1994.
(Tabular representation of graphs for electronic filing)
Stock/Index 12/31/94 12/31/95 12/31/96 12/31/97 12/31/98 12/31/99
- ----------------- -------- -------- -------- -------- -------- --------
Denmark Bancshares $100 $122 $145 $183 $246 $301
Nasdaq Banks 100 149 197 329 327 314
Nasdaq Stocks 100 141 174 213 300 542
<PAGE>
PROPOSAL II
RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
Williams Young, LLC served as the Company's independent public accountants
for the year ended December 31, 1999. Subject to ratification by
shareholders at the Annual Meeting, the Company has selected Williams Young,
LLC to audit the Company's financial statements for the year ending December
31, 2000. No representatives of Williams Young, LLC are expected to attend
the Annual Meeting. THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR"
THE APPROVAL OF THE APPOINTMENT OF WILLIAMS YOUNG, LLC AS INDEPENDENT PUBLIC
ACCOUNTANTS FOR THE YEAR ENDING DECEMBER 31, 2000.
OTHER MATTERS
- -------------
As of March 30, 2000, the Board of Directors is not aware of any business to
be presented for action at the Annual Meeting other than those matters
described in this Proxy Statement. However, if any other matters should
properly come before the Annual Meeting, the executed and returned proxies
will be voted by the persons named as proxies with their best judgment.
SHAREHOLDER PROPOSALS
- ---------------------
Any shareholder proposals intended to be included with the proxy materials
for next year's Annual Meeting must be submitted in writing. Any such
proposal must be received at the Company's corporate office at 103 E. Main
St., P.O. Box 130, Denmark, Wisconsin 54208 no later than November 30, 2000,
and must comply with the proxy rules of the Securities and Exchange
Commission. Additionally, if the Company receives notice of a shareholder
proposal after February 14, 2001, the persons named in proxies solicited by
the Board of Directors of the Company for its 2001 Annual Meeting of
Shareholders may exercise discretionary voting power with respect to such
proposal.
FINANCIAL INFORMATION
- ---------------------
The Company's Annual Report to shareholders, for the year ended December 31,
1999, accompanies this Proxy Statement, but does not constitute a part of it.
BY ORDER OF THE BOARD OF DIRECTORS
(Signature of Darrell R. Lemmens)
Darrell R. Lemmens
Chairman of the Board and President
March 30, 2000
<PAGE>
FORM 10-K
A copy of the Company's annual report on Form 10-K as filed with the
Securities and Exchange Commission is available without charge to
shareholders of record on March 1, 2000. To obtain a copy of Form 10-K send
your written request to Darrell R. Lemmens, Chairman of the Board and
President, Denmark Bancshares, Inc., 103 East Main St., P.O. Box 130,
Denmark, Wisconsin 54208.
<PAGE>
(FRONT)
DENMARK BANCSHARES, INC. PROXY CARD
Annual meeting of shareholders on April 25, 2000
The undersigned holder of Common Stock of Denmark Bancshares, Inc. (the
"Company") hereby appoints Darrell R. Lemmens, Norman F. Tauber and C. J.
Stodola, or any of them individually, with full power of substitution, to act
as proxy for and to vote all shares of Common Stock of the Company of the
undersigned at the Annual Meeting of Shareholders, to be held at Eddie
Whipp's Supper Club, 5073 Highway 29, Green Bay, Wisconsin, on April 25,
2000, or any adjournment thereof:
1. The election as directors of all nominees listed below
(EXCEPT AS MARKED TO THE CONTRARY BELOW)
[ ] FOR [ ] VOTE WITHHELD
CLASS I: Edward Q. Opichka, DDS and Thomas F. Wall
(INSTRUCTION: To withhold authority to vote for any individual nominee,
write that nominee's name on the line below.)
_____________________________________________________________________________
2. The ratification of the appointment of Williams Young, LLC as
independent public accountants for the Company for the year ending
December 31, 2000.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
The Board of Directors recommends a vote "FOR" each of the listed proposals.
this Proxy when properly executed will be voted in the manner directed herein
by the undersigned shareholder. If no direction is made, this Proxy will be
voted "FOR" each of the proposals listed. In their discretion, the proxies
are authorized to vote upon such other business as may properly come before
the Annual Meeting.
(BACK)
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY
FOR THE ANNUAL MEETING OF SHAREHOLDERS ON APRIL 25, 2000. THE BOARD OF
DIRECTORS RECOMMENDS A VOTE "FOR" THE NOMINEES FOR ELECTION AS DIRECTORS AND
URGES EACH SHAREHOLDER TO VOTE FOR ALL NOMINEES. THE BOARD ALSO RECOMMENDS A
VOTE "FOR" RATIFICATION OF WILLIAMS YOUNG, LLC AS ACCOUNTANTS FOR THE COMING
YEAR.
Dated ___________________________, 2000.
_________________________ _________________________
Print name of shareholder Print name of shareholder
_________________________ _________________________
Signature of shareholder Signature of shareholder
When shares are held by joint tenants, both should sign. When signing as
attorney, or as personal representative, executor, administrator, trustee, or
guardian, please give full title as such. If a corporation, please sign in
full corporate name by the President or other authorized officer.
PLEASE PROMPTLY COMPLETE, DATE, SIGN AND MAIL THIS PROXY IN THE ENCLOSED
POSTAGE PAID ENVELOPE.
