SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant
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Filed by a Party other than the Registrant
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to § 240.14a-12
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ASB Bancorp, Inc.
(Name of Registrant as Specified In Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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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.
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April 15, 2013
Dear Shareholder:
You are cordially invited to attend the annual meeting of
shareholders of ASB Bancorp, Inc. (the Company). The meeting will be held at Asheville Savings Banks Operations and Administration Center, located at 901 Smoky Park Highway, Candler, North Carolina on Thursday, May 23, 2013,
at 10:30 a.m., local time.
The notice of annual meeting and proxy statement appearing on the following pages describe the
formal business to be transacted at the meeting. Directors and officers of the Company, as well as representatives of Dixon Hughes Goodman LLP, the Companys independent registered public accounting firm, will be present to respond to questions
from shareholders.
It is important that your shares are represented at the meeting, whether or not you attend the meeting in
person and regardless of the number of shares you own. To make sure your shares are represented, we urge you to vote by returning a completed proxy card. If you attend the meeting, you may vote in person even if you have previously voted.
We look forward to seeing you at the meeting.
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Sincerely,
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/s/ SUZANNE S. DEFERIE
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Suzanne S. DeFerie
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President and Chief Executive Officer
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ASB BANCORP, INC.
11 Church Street
Asheville, North Carolina 28801
(828) 254-7411
NOTICE OF 2013 ANNUAL MEETING OF SHAREHOLDERS
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TIME AND DATE
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10:30 a.m., local time, on Thursday, May 23, 2013
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PLACE
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Asheville Savings Bank
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Operations and Administration Center
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901 Smoky Park Highway
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Candler, North Carolina
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ITEMS OF BUSINESS
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(1) To elect three directors to serve for a term of three years.
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(2) To ratify the selection of Dixon Hughes Goodman LLP as our independent registered public accounting
firm for the fiscal year ending December 31, 2013.
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(3) To approve, on a non-binding advisory basis, the compensation paid to the Companys named
executive officers, as disclosed in the accompanying proxy statement (say on pay).
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(4) To provide an advisory vote on the frequency of future shareholder say on pay advisory
votes.
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(5) To transact such other business as may properly come before the meeting and any adjournment or
postponement of the meeting.
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RECORD DATE
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To vote, you must have been a shareholder at the close of business on April 4, 2013.
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PROXY VOTING
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It is important that your shares be represented and voted at the meeting. You can vote your shares by completing and returning the proxy card or voting instruction card sent to you.
You can revoke a proxy at any time before its exercise at the meeting by following the instructions in the proxy statement.
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By Order of the Board of Directors,
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/s/ CINDY E. HAMRICK
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Cindy E. Hamrick
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Corporate Secretary
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Asheville, North Carolina
April 15, 2013
ASB BANCORP, INC.
PROXY STATEMENT
GENERAL INFORMATION
We are providing this proxy statement to you in connection with the solicitation of proxies by the Board of Directors of
ASB Bancorp, Inc. for the 2013 annual meeting of shareholders and for any adjournment or postponement of the meeting. In this proxy statement, we may also refer to ASB Bancorp as the Company, we, our or
us.
ASB Bancorp, Inc. is the holding company for Asheville Savings Bank, S.S.B. In this proxy statement, we may
also refer to Asheville Savings Bank, S.S.B. as the Bank.
We are holding the 2013 annual meeting of shareholders
at the Banks Operations and Administration Center, located at 901 Smoky Park Highway, Candler, North Carolina, on Thursday, May 23, 2013 at 10:30 a.m., local time.
We intend to mail this proxy statement and the enclosed proxy card to shareholders of record beginning on or about April 15, 2013.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE SHAREHOLDERS MEETING TO BE HELD ON MAY 23, 2013
This Proxy Statement and the Companys Annual Report on Form 10-K for the year ended December 31, 2012, as filed with the
Securities and Exchange Commission, are available at
http://AshevilleSavingsBank.com/AnnualMeeting
or
http://www.cfpproxy.com/7073
.
INFORMATION ABOUT VOTING
Who Can Vote at the Meeting
You are entitled to vote your shares of ASB Bancorp common stock that you owned as of April 4, 2013. As of the close of business on
April 4, 2013, ASB Bancorp had 5,305,323 shares of common stock outstanding. Each share of common stock has one vote.
The Companys articles of incorporation provide that record holders of the Companys common stock who beneficially own, either
directly or indirectly, in excess of 10% of the Companys outstanding shares are not entitled to any vote with respect to those shares held in excess of the 10% limit.
Ownership of Shares; Attending the Meeting
You may own shares of ASB
Bancorp in one or more of the following ways:
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Directly in your name as the shareholder of record;
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Indirectly through a broker, bank or other holder of record in street name;
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Indirectly through the Asheville Savings Bank Employee Stock Ownership Plan;
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Indirectly through the Asheville Savings Bank Retirement Savings Plan; or
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Indirectly through the ASB Bancorp, Inc. 2012 Equity Incentive Plan.
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If your shares are registered directly in your name, you are the holder of record of these shares and we are sending these proxy
materials directly to you. As the holder of record, you have the right to give your proxy directly to us or to vote in person at the meeting.
If you hold your shares in street name, your broker, bank or other holder of record is sending these proxy materials to you. As the beneficial owner, you have the right to direct your broker, bank or
other holder of record how to vote by filling out a voting instruction form that accompanies your proxy materials. Your broker, bank or other holder of record may allow you to provide voting instructions by telephone or by the Internet. Please see
the instruction form provided by your broker, bank or other holder of record that accompanies this proxy statement. If you hold your shares in street name, you will need proof of ownership to be admitted to the meeting. A recent brokerage statement
or a letter from a bank or broker are examples of proof of ownership. If you want to vote your shares of ASB Bancorp common stock held in street name in person at the meeting, you must obtain a written proxy in your name from the broker, bank or
other nominee who is the record holder of your shares.
If you own shares of Company common stock indirectly through the
Asheville Savings Bank Employee Stock Ownership Plan, the Asheville Savings Bank Retirement Savings Plan, or the ASB Bancorp 2012 Equity Incentive Plan, see
Participants in the ESOP, 401(k) Plan or 2012 Equity Incentive Plan
for
voting information.
Quorum and Vote Required
Quorum.
We will have a quorum and will be able to conduct the business of the annual meeting if the holders of a majority of the outstanding shares of common stock entitled to vote are
present at the meeting, either in person or by proxy.
Vote Required for Proposals.
At this years annual
meeting, shareholders will elect three directors for a term of three years. In voting on the election of directors, you may vote in favor of the nominees, withhold votes as to all nominees, or withhold votes as to specific nominees. There is no
cumulative voting for the election of directors. Directors must be elected by a plurality of the votes cast at the annual meeting. This means that the nominees receiving the greatest number of votes will be elected.
In voting on the ratification of the selection of Dixon Hughes Goodman LLP as the Companys independent registered public accounting
firm for the year ending December 31, 2013, you may vote in favor of the proposal, vote against the proposal or abstain from voting. To ratify the selection of Dixon Hughes Goodman LLP as our independent registered public accounting firm for
2013, the affirmative vote of a majority of the votes cast at the annual meeting is required.
In voting on the non-binding
resolution to approve the compensation of the Companys named executive officers, you may vote in favor of the proposal, vote against the proposal or abstain from voting. To approve, on a non-binding advisory basis, the resolution to approve
the compensation of the named executive officers, the affirmative vote of a majority of the votes cast at the annual meeting is required.
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In voting on the advisory vote on the frequency of future shareholder say on pay
advisory votes, you may vote in favor of every year, every two years, every three years, or abstain from voting. A plurality of the votes cast will determine the result of the advisory vote on the frequency of
future shareholder say on pay advisory votes.
Routine and Non-Routine Proposals.
Applicable stock
exchange rules determine whether proposals presented at shareholder meetings are routine or non-routine. If a proposal is routine, a broker or other entity holding shares for an owner in street name may vote on the proposal without receiving voting
instructions from the owner. If a proposal is non-routine, the broker or other entity may vote on the proposal only if the owner has provided voting instructions. A broker non-vote occurs when a broker or other entity is unable to vote on a
particular proposal and the broker or other entity has not received voting instructions from the beneficial owner. The election of directors and the two advisory proposals regarding executive compensation are considered non-routine proposals. The
proposal to ratify the selection of Dixon Hughes Goodman LLP as the Companys independent registered public accounting firm is considered a routine proposal.
How We Count Votes.
If you return valid proxy instructions or attend the meeting in person, we will count your shares to determine whether there is quorum, even if you abstain from voting.
Broker non-votes also will be counted to determine the existence of a quorum.
In the election of directors, votes that are
withheld and broker non-votes will have no effect on the outcome of the election.
In counting votes on the proposal to ratify
the selection of the independent registered public accounting firm, abstentions and broker non-votes will have no effect on the outcome of the proposal.
In counting votes on the proposal to approve the non-binding resolution to approve the compensation of the named executive officers, abstentions and broker non-votes will have no effect on the outcome of
the proposal.
In counting votes on the proposal regarding the frequency of future shareholder say on pay advisory
votes, abstentions and broker non-votes will have no effect on the outcome of the proposal.
Voting by Proxy
The Companys Board of Directors is sending you this proxy statement to request that you allow your shares of Company common stock to
be represented at the annual meeting by the persons named in the enclosed proxy card. All shares of Company common stock represented at the meeting by properly executed and dated proxies will be voted according to the instructions indicated on the
proxy card. If you sign, date and return a proxy card without giving voting instructions, your shares will be voted as recommended by the Companys Board of Directors. The Board of Directors recommends that you vote:
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FOR
the election of each of the nominees for director;
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FOR
the ratification of the selection of Dixon Hughes Goodman LLP as the Companys independent registered public accounting
firm.
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FOR
the proposal to approve, on a non-binding advisory basis, the compensation paid to the Companys named executive officers,
as disclosed in this proxy statement (say on pay); and
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EVERY YEAR
with respect to the proposal to provide an advisory vote on the frequency of future shareholder say on pay
advisory votes.
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If any matters not described in this proxy statement are properly presented at the annual
meeting, the persons named in the proxy card will use their judgment to determine how to vote your shares. This includes a motion to adjourn or postpone the annual meeting to solicit additional proxies. If the annual meeting is postponed or
adjourned, your shares of Company common stock may be voted by the persons named in the proxy card on the new meeting date, provided that the new meeting occurs within 30 days of the annual meeting and you have not revoked your proxy. The Company
does not currently know of any other matters to be presented at the meeting.
You may revoke your proxy at any time before the
vote is taken at the meeting. To revoke your proxy, you must (i) advise the Corporate Secretary of the Company in writing before your shares have been voted at the annual meeting, (ii) deliver a later-dated and properly executed proxy, or
(iii) attend the meeting and vote your shares in person. Attendance at the annual meeting will not in itself constitute revocation of your proxy.
Participants in the ESOP, 401(k) Plan or 2012 Equity Incentive Plan
If you participate in the Asheville Savings Bank Employee Stock Ownership Plan (the ESOP), invest in Company common
stock through the ASB Bancorp Stock Fund in the Asheville Savings Bank Retirement Savings Plan (the 401(k) Plan), or participate in the ASB Bancorp 2012 Equity Incentive Plan, you will receive a voting instruction form for each plan that
reflects all shares you may direct the trustees to vote on your behalf under the plan. Under the terms of the ESOP, all allocated shares of Company common stock held by the ESOP are voted by the ESOP trustee, as directed by plan participants. All
unallocated shares of Company common stock held by the ESOP and allocated shares for which no timely voting instructions are received are generally voted by the ESOP trustee in the same proportion as shares for which the trustee has received timely
voting instructions, subject to the exercise of its fiduciary duties. Under the terms of the 401(k) Plan, a participant may direct the stock fund trustees of the 401(k) Plan how to vote the shares in the ASB Bancorp Stock Fund credited to his or her
account. The stock fund trustees will vote all shares for which timely voting instructions are not received in the same proportion as shares for which the trustees received voting instructions. Under the 2012 Equity Incentive Plan, all restricted
stock awards are voted by the Equity Incentive Plan Trustee as directed by the award recipients. All shares of ASB Bancorp, Inc. common stock subject to a restricted stock award for which timely instructions are not provided will be voted by the
Equity Incentive Plan Trustee as directed by the Company.
The deadline for returning your voting instruction forms is May 16, 2013.
CORPORATE GOVERNANCE
Director Independence
The Companys Board of Directors currently consists of eight members, all of whom are independent under the listing requirements of
the NASDAQ Stock Market, Inc., except for Suzanne S. DeFerie, who serves as President and Chief Executive Officer of the Company and the Bank. In determining the independence of directors, the Board of Directors considered the various deposit, loan
and other relationships that each director has with the Bank, including loans and lines of credit made to Directors John B. Gould, Leslie D. Green and Kenneth E. Hornowski, in addition to the transactions disclosed under
Other Information
Relating to Directors and Executive OfficersTransactions with Related Persons
below, but determined in each case that these relationships did not interfere with their exercise of independent judgment in carrying out their
responsibilities as a director.
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Board Leadership Structure and Boards Role in Risk Oversight
The Companys Board of Directors has determined that the separation of the offices of Chairman of the Board and President and Chief
Executive Officer will enhance Board independence and oversight. Moreover, the separation of the Chairman of the Board and President and Chief Executive Officer will allow the President and Chief Executive Officer to better focus on her growing
responsibilities of running the Company, enhancing shareholder value and expanding and strengthening our franchise while allowing the Chairman of the Board to lead the Board in its fundamental role of providing advice to and independent oversight of
management. Consistent with this determination, Patricia S. Smith serves as Chairman of the Board of the Company and Suzanne S. DeFerie serves as President and Chief Executive Officer of the Company. Ms. Smith is independent under the listing
requirements of the NASDAQ Stock Market, Inc.
Risk is inherent with every business, and how well a business manages risk can
ultimately determine its success. We face a number of risks, including credit risk, interest rate risk, liquidity risk, operational risk, strategic risk and reputation risk. Management is responsible for the day-to-day management of risks the
Company faces, while the Board, as a whole and through its committees, has responsibility for the oversight of risk management. In its risk oversight role, the Board of Directors has the responsibility to satisfy itself that the risk management
processes designed and implemented by management are adequate and functioning as designed. To do this, the Chairman of the Board meets regularly with management to discuss strategy and the risks facing the Company. Senior management attends Board
meetings and is available to address any questions or concerns raised by the Board on risk management and any other matters. The Chairman of the Board and the independent members of the Board of Directors work together to provide strong, independent
oversight of the Companys management and affairs through its standing committees and regular meetings of independent directors.
Corporate Governance Policy
The Board of Directors has adopted a corporate governance policy to govern certain activities, including: the duties and responsibilities of directors; the composition, responsibilities and operations of
the Board of Directors; the establishment and operation of Board committees; succession planning; convening executive sessions of independent directors; the Board of Directors interaction with management and third parties; and the evaluation
of the performance of the Board of Directors and of the President and Chief Executive Officer.
Committees of the Board of Directors
The following table identifies our standing committees and their members. All members of each committee are independent in
accordance with the listing requirements of the NASDAQ Stock Market, Inc. Each committee operates under a written charter that is approved by the Board of Directors and that governs its composition, responsibilities and operation. Each committee
reviews and reassesses the adequacy of its charter at least annually. The charters of all three committees are available in the Investor Relations section of our website (
http://ir.ashevillesavingsbank.com/govdocs.aspx?iid=4289733
).
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Director
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Audit
Committee
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Compensation
Committee
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Nominating and
Corporate
Governance
Committee
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John B. Dickson
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Suzanne S. DeFerie
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John B. Gould
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X
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Leslie D. Green
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X
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Kenneth E. Hornowski
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X
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Stephen P. Miller
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X
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Patricia S. Smith
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X
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X
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Wyatt S. Stevens
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X
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Number of Meetings in 2012
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6
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6
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Audit Committee
.
The Board of Directors has a separately-designated standing Audit Committee established in
accordance with the Securities Exchange Act of 1934, as amended. The Audit Committee is responsible for providing oversight relating to our consolidated financial statements and financial reporting process, systems of internal accounting and
financial controls, internal audit function, annual independent audit and the compliance and ethics programs established by management and the Board. The Audit Committee is also responsible for engaging the Companys independent registered
public accounting firm and monitoring its conduct and independence. The Companys Board of Directors has designated John B. Dickson and Patricia S. Smith as audit committee financial experts under the rules of the Securities and Exchange
Commission.
Compensation Committee
.
The Compensation Committee approves the compensation objectives for
the Company and the Bank, establishes the compensation for the Companys and Banks senior management and conducts the performance review of the President and Chief Executive Officer. The Compensation Committee reviews all components of
compensation, including salaries, cash incentive plans, long-term incentive plans and various employee benefit matters. Decisions by the Compensation Committee with respect to the compensation of executive officers are approved by the full Board of
Directors. The Committee also assists the Board of Directors in evaluating potential candidates for executive positions.
Nominating and Corporate Governance Committee.
The Nominating and Corporate Governance Committee assists the Board of
Directors in: (1) identifying individuals qualified to become Board members, consistent with criteria approved by the Board; (2) recommending to the Board the director nominees for the next annual meeting; (3) implementing policies
and practices relating to corporate governance, including implementation of and monitoring adherence to corporate governance guidelines; (4) leading the Board in its annual review of the Boards performance; and (5) recommending
director nominees for each committee.
Minimum Qualifications for Director Nominees.
The Nominating and Corporate
Governance Committee has adopted a set of criteria that it considers when it selects individuals to be nominated for election to the Board of Directors. A candidate must meet the eligibility requirements set forth in the Companys Bylaws, which
include an age limitation and a requirement that the candidate not have been subject to certain criminal or regulatory actions. A candidate also must meet any qualification requirements set forth in any Board of Directors or committee governing
documents.
6
If a candidate is deemed eligible for election to the Board of Directors, the Nominating and
Corporate Governance Committee will then evaluate the following criteria in selecting nominees:
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contributions to the range of talent, skill and expertise of the Board of Directors;
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financial, regulatory and business experience, knowledge of the banking and financial service industries, familiarity with the operations of public
companies and ability to read and understand financial statements;
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familiarity with the Companys market area and participation in and ties to local businesses and local civic, charitable and religious
organizations;
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personal and professional integrity, honesty and reputation;
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the ability to represent the best interests of the shareholders of the Company and the best interests of the institution;
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the ability to devote sufficient time and energy to the performance of his or her duties;
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independence as that term is defined under applicable Securities and Exchange Commission and stock exchange listing criteria; and
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current equity holdings in the Company.
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The Nominating and Corporate Governance Committee also will consider any other factors it deems relevant, including diversity, competition, size of the Board of Directors and regulatory disclosure
obligations.
With respect to nominating an existing director for re-election to the Board of Directors, the Nominating and
Corporate Governance Committee will consider and review an existing directors attendance and performance at Board meetings and at meetings of committees on which he or she serves; length of Board service; the experience, skills and
contributions that the existing director brings to the Board; and independence.
Director Nomination Process.
The process that the Nominating and Corporate Governance Committee follows to identify and evaluate individuals to be nominated for election to the Board of Directors is as follows:
For purposes of identifying nominees for the Board of Directors, the Nominating and Corporate Governance Committee relies on personal
contacts of the committee members and other members of the Board of Directors, as well as its knowledge of members of the communities served by the Bank. The Nominating and Corporate Governance Committee will also consider director candidates
recommended by shareholders according to the policy and procedures set forth below.
In evaluating potential nominees, the
Nominating and Corporate Governance Committee determines whether the candidate is eligible and qualified for service on the Board of Directors by evaluating the candidate under the criteria set forth above. If such individual fulfills these
criteria, the Nominating and Corporate Governance Committee will conduct a check of the individuals background and interview the candidate to further assess the qualities of the prospective nominee and the contributions he or she would make to
the Board.
7
Considerations of Recommendations by Shareholders.
The policy of the
Nominating and Corporate Governance Committee is to consider director candidates recommended by shareholders who appear to be qualified to serve on the Companys Board of Directors. The Nominating and Corporate Governance Committee may choose
not to consider an unsolicited recommendation if no vacancy exists on the Board of Directors and the Nominating and Corporate Governance Committee does not perceive a need to increase the size of the Board of Directors. To avoid the unnecessary use
of the Nominating and Corporate Governance Committees resources, the Nominating and Corporate Governance Committee will consider only those director candidates recommended in accordance with the procedures set forth below.
Procedures to be Followed by Shareholders.
To submit a recommendation of a director candidate to the Nominating and Corporate
Governance Committee, a shareholder should submit the following information in writing, addressed to the Chairman of the Nominating and Corporate Governance Committee, care of the Corporate Secretary, at the main office of the Company:
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The name of the person recommended as a director candidate;
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All information relating to such person that is required to be disclosed in solicitations of proxies for election of directors pursuant to Regulation 14A under the
Securities Exchange Act of 1934;
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The written consent of the person being recommended as a director candidate to being named in the proxy statement as a nominee and to serving as a director if elected;
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As to the shareholder making the recommendation, the name and address of such shareholder as they appear on the Companys books; provided, however, that if the
shareholder is not a registered holder of the Companys common stock, the shareholder should submit his or her name and address along with a current written statement from the record holder of the shares that reflects ownership of the
Companys common stock; and
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A statement disclosing whether such shareholder is acting with or on behalf of any other person and, if applicable, the identity of such person.
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In order for a director candidate to be considered for nomination at the Companys annual meeting of
shareholders, the recommendation must be received by the Nominating and Corporate Governance Committee at least 120 calendar days before the date the Companys proxy statement was released to shareholders in connection with the previous
years annual meeting, advanced by one year.
Board and Committee Meetings
During the fiscal year ended December 31, 2012, the Board of Directors of the Company held thirteen meetings, and the Board of the
Directors of the Bank held twelve meetings. No director attended fewer than 75% of the total meetings of the Companys or the Banks Board of Directors and the respective committees on which such director served during fiscal 2012.
Director Attendance at the Annual Meeting of Shareholders
The Board of Directors encourages each director to attend the Companys annual meeting of shareholders and all of the Companys directors attended the Companys 2012 annual meeting of
shareholders.
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Code of Ethics and Business Conduct
The Company has adopted a code of ethics and business conduct which applies to all of the Companys and the Banks directors,
officers and employees. A copy of the code of ethics and business conduct is available to shareholders in the Investor Relations portion of our website (
http://ir.ashevillesavingsbank.com/govdocs.aspx?iid=4289733
).
REPORT OF THE AUDIT COMMITTEE
The Companys management is responsible for the Companys internal controls and financial reporting process. The Companys independent registered public accounting firm for 2012 is
responsible for expressing opinions on the conformity of the Companys financial statements with generally accepted accounting principles and on the Companys internal control over financial reporting. The Audit Committee oversees the
Companys internal controls and financial reporting process on behalf of the Board of Directors.
In this context, the
Audit Committee has met and held discussions with management and the independent registered public accounting firm. Management represented to the Audit Committee that the Companys consolidated financial statements were prepared in accordance
with generally accepted accounting principles and the Audit Committee has reviewed and discussed the consolidated financial statements with management and the independent registered public accounting firm. The Audit Committee discussed with the
independent registered public accounting firm matters required to be discussed pursuant to Statement on Auditing Standards No. 61, as amended (AICPA Professional Standards, Vol. 1 AU Section 380), as adopted by the Public Company
Accounting Oversight Board in Rule 3200T as well as other relevant standards, including the quality, and not just the acceptability, of the accounting principles, the reasonableness of significant judgments and the clarity of the disclosures in the
financial statements.
In addition, the Audit Committee has received the written disclosures and the letter from the
independent registered public accounting firm required by the applicable requirements of the Public Company Accounting Oversight Board and has discussed with the independent registered public accounting firm the Firms independence from the
Company and its management. In concluding that the registered public accounting firm is independent, the Audit Committee considered, among other factors, whether the non-audit services provided by the firm were compatible with its independence.
The Audit Committee discussed with the Companys independent registered public accounting firm the overall scope and
plans for their audit. The Audit Committee meets with the independent registered public accounting firm, with and without management present, to discuss the results of their examination, their evaluation of the Companys internal controls, and
the overall quality of the Companys financial reporting.
In performing all of these functions, the Audit Committee acts
only in an oversight capacity. In its oversight role, the Audit Committee relies on the work and assurances of the Companys management, which has the primary responsibility for financial statements and reports, and of the independent
registered public accounting firm who, in its reports, expressed unqualified opinions on the conformity of the Companys consolidated financial statements to generally accepted accounting principles and on the Companys internal control
over financial reporting. The Audit Committees oversight does not provide it with an independent basis to determine that management has maintained appropriate accounting and financial reporting principles or policies, or appropriate internal
controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. Furthermore, the Audit Committees considerations and discussions with management and the independent registered
9
public accounting firm do not assure that the Companys consolidated financial statements are presented in accordance with generally accepted accounting principles, that the audit of the
Companys consolidated financial statements has been carried out in accordance with generally accepted auditing standards or that the Companys independent registered public accounting firm is independent.
In reliance on the reviews and discussions referred to above, the Audit Committee has recommended to the Board of Directors, and the
Board has approved, that the audited consolidated financial statements be included in the Companys Annual Report on Form 10-K for the year ended December 31, 2012 for filing with the Securities and Exchange Commission. The Audit Committee
also has approved, subject to shareholder ratification, the selection of the Companys independent registered public accounting firm for the fiscal year ending December 31, 2013.
Audit Committee of the Board of Directors
John B. Dickson, Chairperson
John B. Gould
Patricia S. Smith
Wyatt S. Stevens
DIRECTOR COMPENSATION
The following table provides the compensation received by individuals who served as directors, and who were not also named executive officers, of ASB Bancorp during the 2012 fiscal year.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fees Earned or
Paid in
Cash
|
|
|
All
Other
Compensation
(1)
|
|
|
Total
|
|
|
|
|
|
John B. Dickson
|
|
$
|
23,750
|
|
|
$
|
10,228
|
|
|
$
|
33,978
|
|
John B. Gould
|
|
|
40,337
|
|
|
|
4,789
|
|
|
|
45,126
|
|
Leslie D. Green
|
|
|
22,350
|
|
|
|
5,926
|
|
|
|
28,276
|
|
Kenneth E. Hornowski
|
|
|
23,750
|
|
|
|
3,795
|
|
|
|
27,545
|
|
Stephen P. Miller
|
|
|
22,025
|
|
|
|
6,076
|
|
|
|
28,101
|
|
Patricia S. Smith
|
|
|
50,375
|
|
|
|
10,076
|
|
|
|
60,451
|
|
Wyatt S. Stevens
|
|
|
23,750
|
|
|
|
3,266
|
|
|
|
27,016
|
|
(1)
|
Represents long-term care insurance premium payments.
|
Director Deferred Compensation Plans
The Bank and the Company maintain two
(2) non-qualified deferred compensation plans that provide members of the Board of Directors and certain eligible officers with the opportunity to defer compensation earned for services to the Company and the Bank until separation of service or
a fixed date. The Officers and Directors Deferred Compensation Plan allows participants to invest their deferrals in a variety of mutual fund investments and the Stock-Based Deferral Plan invests participant deferrals in Company common stock. All
non-employee directors currently participate in the Officers and Directors Deferred Compensation Plan and all of our non-employee directors, except Messrs. Dickson and Miller, participate in the Stock-Based Deferral Plan.
10
Cash Retainer and Meeting Fees for Non-Employee Directors
The following table sets forth the applicable retainers and fees that will be paid to our directors for their service on the Board of
Directors of the Bank during the fiscal year ending December 31, 2013. Directors do not receive any additional fees for their service on the Board of Directors of the Company.
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|
|
|
|
Annual Retainer for Chairman of the Board
|
|
$
|
22,200
|
|
Annual Retainer for Vice Chairman of the Board
|
|
|
16,650
|
|
Annual Retainer of All Other Board Members
|
|
|
11,100
|
|
|
|
Board Meeting Fee for Chairman of the Board
|
|
|
1,300
|
|
Board Meeting Fee for Vice Chairman of the Board
|
|
|
975
|
|
Board Meeting Fee for All Other Board Members
|
|
|
650
|
|
Committee Meeting Fee for All Directors
|
|
|
350
|
|
11
STOCK OWNERSHIP
The following table provides information as of April 4, 2013 about the persons, other than directors and executive officers, known
to the Company to be the beneficial owners of more than 5% of the Companys outstanding common stock. A person may be considered to beneficially own any shares of common stock over which he or she has, directly or indirectly, sole or shared
voting or investment power.
|
|
|
|
|
|
|
|
|
Name and Address
|
|
Number of
Shares
Owned
|
|
|
Percent
of
Common Stock
Outstanding
(1)
|
|
|
|
|
Wellington Management Company, LLP
280 Congress Street
Boston, Massachusetts 02210
|
|
|
514,570
|
(2)
|
|
|
9.7
|
%
|
|
|
|
Stilwell Value LLC
Joseph Stilwell
Stilwell Value Partners II, L.P.
Stilwell Value Partners
V, L.P.
Stilwell Value Partners VII, L.P.
Stilwell Partners, L.P.
Stilwell Associates, L.P.
Stilwell Associates Insurance Fund of the S.A.L.I. Multi-Series Fund L.P.
Stilwell Advisors LLC
111 Broadway, 12th Floor
New York, New York 10006
|
|
|
497,500
|
(3)
|
|
|
9.4
|
%
|
|
|
|
Firefly Value Partners, LP
Ryan Heslop
Ariel Warszawski
FVP GP, LLC
Firefly Management Company GP, LLC
FVP Master Fund, L.P.
551 Fifth Avenue, 36th Floor
New York, New York 10176
|
|
|
481,770
|
(4)
|
|
|
9.1
|
%
|
|
|
|
Asheville Savings Bank, S.S.B.
Employee Stock Ownership Plan Trust
11 Church Street
Asheville, North Carolina 28801
|
|
|
446,764
|
(5)
|
|
|
8.4
|
%
|
(1)
|
Based on 5,305,323 shares of the Companys common stock outstanding and entitled to vote as of April 4, 2013.
|
(2)
|
Based on a Schedule 13G/A filed with the U.S. Securities and Exchange Commission on February 14, 2013.
|
(3)
|
Based on a Schedule 13F filed with the U.S. Securities and Exchange Commission on February 14, 2013.
|
(4)
|
Based on notification from the beneficial owners received on April 2, 2013.
|
(5)
|
As of April 4, 2013, 38,737 shares have been allocated to participants ESOP accounts.
|
12
The following table provides information about the shares of Company common stock that may
be considered to be owned by each director or nominee for director of the Company, by the executive officers and by all directors, nominees for director and executive officers of the Company as a group as of April 4, 2013. A person may be
considered to own any shares of common stock over which he or she has, directly or indirectly, sole or shared voting or investment power. Unless otherwise indicated, each of the named individuals has sole voting and investment power with respect to
the shares shown and none of the named individuals has pledged his or her shares.
|
|
|
|
|
|
|
|
|
Name
|
|
Number
of
Shares Owned
(1)(2)(3)(4)
|
|
|
Percentage of
Common
Stock
Outstanding
|
|
|
|
|
Directors:
|
|
|
|
|
|
|
|
|
John B. Dickson
|
|
|
19,000
|
(5)
|
|
|
|
*
|
Suzanne S. DeFerie
|
|
|
83,844
|
(6)
|
|
|
1.6
|
%
|
John B. Gould
|
|
|
35,002
|
(7)
|
|
|
|
*
|
Leslie D. Green
|
|
|
24,000
|
(8)
|
|
|
|
*
|
Kenneth E. Hornowski
|
|
|
19,450
|
|
|
|
|
*
|
Stephen P. Miller
|
|
|
27,500
|
(9)
|
|
|
|
*
|
Patricia S. Smith
|
|
|
36,191
|
|
|
|
|
*
|
Wyatt S. Stevens
|
|
|
14,167
|
|
|
|
|
*
|
|
|
|
Executive Officers Who Are Not Directors:
|
|
|
|
|
|
|
|
|
Kirby A. Tyndall
|
|
|
37,086
|
|
|
|
|
*
|
David A. Kozak
|
|
|
32,005
|
|
|
|
|
*
|
Fred A. Martin
|
|
|
26,951
|
|
|
|
|
*
|
Vikki D. Bailey
|
|
|
15,937
|
|
|
|
|
*
|
|
|
|
All Directors and Executive Officers as a Group (12 persons)
|
|
|
371,133
|
|
|
|
7.0
|
%
|
*
|
Represents less than 1.0% of the 5,305,323 common shares outstanding as of the April 4, 2013 record date.
|
(1)
|
Includes shares held under the Asheville Savings Bank Retirement Savings Plan as follows: Ms. DeFerie 25,903 shares; Mr. Kozak 3,386 shares; and
Ms. Bailey 178 shares.
|
(2)
|
Includes shares allocated under the Banks employee stock ownership plan as follows: Ms. DeFerie 1,559 shares; Mr. Tyndall 1,086 shares;
Mr. Kozak 1,119 shares; Mr. Martin 951 shares; and Ms. Bailey 759 shares.
|
(3)
|
Includes shares allocated under the Companys stock-based deferral plan as follows: Mr. Gould 8,860 shares; Ms. Green 7,500 shares;
Dr. Hornowski 10,450 shares; Ms. Smith 2,241 shares; and Mr. Stevens 5,167 shares.
|
(4)
|
Includes unvested shares of restricted stock held under the Companys 2012 Equity Incentive Plan as follows: Mr. Dickson 9,000 shares; Ms. DeFerie
51,382 shares; Mr. Gould 10,000 shares; Ms. Green 9,000 shares; Dr. Hornowski 9,000 shares; Mr. Miller 9,000 shares; Ms. Smith 11,000 shares; Mr. Stevens 9,000 shares;
Mr. Tyndall 26,000 shares; Mr. Kozak 26,000 shares; Mr. Martin 21,000 shares; Ms. Bailey 15,000 shares.
|
(5)
|
Includes 5,000 shares held by Mr. Dicksons spouse.
|
(6)
|
Includes 5,000 shares held by Ms. DeFeries spouse.
|
(7)
|
Includes 1,598 shares held by Mr. Goulds spouses individual retirement account.
|
(8)
|
Includes 7,500 shares held by Ms. Greens spouse.
|
(9)
|
Includes 17,500 shares held in trust by Mr. Millers spouse.
|
13
ITEMS OF BUSINESS TO BE VOTED ON BY SHAREHOLDERS
Item 1 Election of Directors
The Companys Board of Directors consists of eight members. The Board is divided into three classes with three-year staggered terms, with one-third of the directors elected each year. Three directors
will be elected at the annual meeting to serve for a three-year term or until their respective successors have been elected and qualified. The nominees for election are Suzanne S. DeFerie, Leslie D. Green and Wyatt S. Stevens. All of the nominees
are currently directors of the Company and the Bank.
Unless you indicate on the proxy card that your shares should not be
voted for certain nominees, the Board of Directors intends that the proxies solicited by it will be voted for the election of each of the Boards nominees. If any nominee is unable to serve, the persons named in the proxy card would vote your
shares to approve the election of any substitute proposed by the Board of Directors. At this time, we know of no reason why any nominee might be unable to serve.
The Board of Directors recommends that shareholders vote FOR the election of all of the nominees.
Information regarding the directors is provided below. Unless otherwise stated, each person has held his or her current occupation for the last five years. Ages presented are as of December 31, 2012.
The starting year of service as director relates to service on the Board of Directors of the Bank.
Board Nominees for Terms
Ending in 2016
Suzanne S. DeFerie
has served as President and Chief Executive Officer of the Bank since January
2008 and has served as President and Chief Executive Officer of the Company since its formation in May 2011. Prior to that, Ms. DeFerie was Executive Vice President and Chief Financial Officer of the Bank from October 1991 to December 2007. Age
56. Director since 2008.
Ms. DeFeries extensive experience in the local banking industry and involvement in
business and civic organizations in the communities in which the Bank serves affords the Board of Directors with valuable insight regarding the business and operations of the Company and the Bank. Ms. DeFeries knowledge of all aspects of
the Companys and the Banks business and history, combined with her success and strategic vision, support her service as our President and Chief Executive Officer.
Leslie D. Green
is a community volunteer. Age 55. Director since 1998.
As
a result of her extensive contributions to community organizations such as the Mission Hospital Ambassador Program, Leadership Asheville and the Asheville Junior League, Ms. Green provides the Board of Directors with numerous opportunities to
continue to serve the local community. She is also is a strong advocate of the Company and the Bank through her widespread civic and community involvement.
Wyatt S. Stevens
is an attorney and shareholder with the law firm of Roberts & Stevens, P.A. Age 43. Director since 2004.
As a practicing attorney, Mr. Stevens effectively provides the Board of Directors with important knowledge and insight necessary to
assess the legal issues inherent to the business of the Company and the Bank. Mr. Stevens also serves in extensive leadership roles in community organizations.
14
Directors Continuing in Office
The following directors have terms ending in 2014:
Patricia S. Smith
serves as chairman of the Companys and the Banks Board of Directors and is the retired President and Executive Director of the Community Foundation of Western North
Carolina, a nonprofit organization that promotes philanthropy in western North Carolina. Age 66. Director since 1996.
Ms. Smiths strong ties to the community, through her former role as President and Executive Director of the Community
Foundation of Western North Carolina, provide the Board of Directors with opportunities to continue to serve the local community. She is also is a strong advocate of the Company and the Bank through her current involvement with local civic and
community organizations.
Stephen P. Miller
is President of GenSpan, Inc. Mr. Miller served as Executive Vice
President of The Biltmore Company, a company designed to promote tourism in Western North Carolina, from 1977 until his retirement in June 2011. Age 58. Director since 1999.
Mr. Millers strong ties to the community, through his work with The Biltmore Company, provide the Board of Directors with valuable insight regarding the local business and consumer environment.
He also is a strong advocate of the Company and the Bank through his civic and community involvement.
The following directors
have terms ending in 2015:
John B. Dickson
served as President and Chief Executive Officer of the Bank from 1990 until
his retirement in December 2007. Age 68. Director since 1990.
Mr. Dicksons extensive knowledge of the Banks
operations, along with his former experience in the local banking industry and involvement in business and civic organizations in the communities that we serve, affords the Board of Directors with valuable insight regarding the business and
operations of the Company and the Bank.
John B. Gould
is Vice Chairman of the Companys and Banks
Board of Directors and has served as the President of Cason Companies, Inc., a petroleum and building supplies company, since 1976. In addition, Mr. Gould has been the managing member of Gould Properties, LLC, a real estate leasing company,
since 2008. Age 60. Director since 1997.
Mr. Goulds background offers the Board of Directors substantial small
company management experience, specifically within the region in which the Bank conducts its business, and provides the Board of Directors with valuable insight regarding the local business and consumer environment. In addition,
Mr. Goulds background provides the Board of Directors with critical experience in certain real estate matters, which are essential to the business of the Bank.
Dr. Kenneth E. Hornowski
is a retired local dentist and has served as an adjunct professor of dentistry at the University of North Carolina at Chapel Hill since 2001. Age 61. Director
since 1998.
Dr. Hornowskis strong ties to the community, through his former dental practice and his academic
contributions to the University of North Carolina at Chapel Hill, provide the Board of Directors with opportunities to continue to serve the local community. He also is a strong advocate of the Company and the Bank through his civic and community
involvement.
15
Item 2 Ratification of the Independent Registered Public Accounting Firm
The Audit Committee of the Board of Directors selected Dixon Hughes Goodman LLP to be the Companys independent registered public
accounting firm for fiscal 2013, subject to ratification by stockholders. A representative of Dixon Hughes Goodman LLP is expected to be present at the annual meeting to respond to appropriate questions from stockholders and will have the
opportunity to make a statement should he or she desire to do so.
If the ratification of the selection of the independent
registered public accounting firm is not approved by a majority of the votes cast, the Audit Committee of the Board of Directors will consider other independent registered public accounting firms.
The Board of Directors recommends that shareholders vote FOR the ratification of the selection of the independent
registered public accounting firm.
Audit Fees.
The following table sets forth the fees paid by the Company
and the Bank to Dixon Hughes Goodman LLP for the fiscal years ended December 31, 2012 and 2011.
|
|
|
|
|
|
|
|
|
|
|
2012
|
|
|
2011
|
|
Audit fees (1)
|
|
$
|
215,472
|
|
|
$
|
144,900
|
|
Audit related fees (2)
|
|
|
58,866
|
|
|
|
161,995
|
|
Tax fees (3)
|
|
|
21,470
|
|
|
|
22,828
|
|
All other fees
|
|
|
|
|
|
|
|
|
(1)
|
Includes fees for the audit of the consolidated financial statements, accounting research related to the audit, and review of the interim financial information
contained in the Companys Quarterly Reports on Form 10-Q and the Companys and Banks other regulatory reports.
|
(2)
|
Includes fees for the audits of employee benefit plans. For 2011, audit related fees also included fees for audit related services performed in connection with the
Banks 2011 mutual to stock conversion and the Companys related initial public offering.
|
(3)
|
Includes fees for tax compliance services, including preparation of federal and state income tax returns and tax payment and planning advice.
|
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of the Independent Registered Public Accounting
Firm.
The Companys Audit Committee has adopted a policy for approval of audit and permitted non-audit services by the Companys independent registered public accounting firm. The Audit Committee will consider annually and approve
the provision of audit services by the independent registered public accounting firm and, if appropriate, approve the provision of certain defined audit and non-audit services. The Audit Committee also will consider on a case-by-case basis and, if
appropriate, approve specific engagements.
Any proposed specific engagement may be presented to the Audit Committee for
consideration at its next regular meeting or, if earlier consideration is required, to the Audit Committee or one or more of its members. The member or members to whom such authority is delegated shall report any specific approval of services at its
next regular meeting. The Audit Committee will regularly review summary reports detailing all services being provided to the Company by its independent registered public accounting firm. During the year ended December 31, 2012, the audit
related fees, tax fees and all other fees set forth above were approved by the Audit Committee.
16
Item 3 Advisory Vote on the Approval of Compensation of the Named Executive Officers
The Dodd-Frank Wall Street Reform and Consumer Protection Act (the Dodd-Frank Act) requires, among other
things, that the Company permit a non-binding advisory vote on the compensation of its named executive officers, as described in the tabular disclosure regarding named executive officer compensation and the accompanying narrative disclosure in this
proxy statement.
We believe that our executive compensation policies and procedures are strongly aligned with the long-term
interests of our shareholders. We also believe that levels of compensation received by our senior executive officers are fair, reasonable and within the ranges of compensation paid by comparable financial institutions to similarly situated
executives.
This proposal, commonly known as a say-on-pay proposal, gives the Companys stockholders the
opportunity to endorse or not endorse the Companys executive compensation program and policies through the following resolution:
Resolved, that the Companys stockholders approve the compensation paid to the Companys named executive officers, as described in the Compensation Discussion and Analysis and compensation
tables and narrative disclosure in this proxy statement.
Because the vote is advisory, it will not be binding upon the
Company or its Board of Directors. However, the Compensation Committee will take into account the outcome of the vote when considering future executive compensation arrangements.
The Board of Directors recommends that shareholders vote FOR approval of the compensation of the named executive officers.
Item 4 Advisory Vote on the Frequency of Say on Pay Votes
The Dodd-Frank Act requires that the Company provide shareholders with the opportunity to cast a non-binding, advisory vote on their
preference as to how frequently the Company should conduct an advisory say on pay vote in its proxy materials for future annual shareholder meetings (or any special shareholder meeting for which the Company must include executive
compensation information in the proxy statement for that meeting).
Under this proposal, you may vote to have a say on
pay vote take place every year, every two years or every three years. You may also choose to abstain. Item 3 above is a say on pay vote that is being voted on at this years annual shareholder meeting. Under Item 4,
if you vote every year, a say on pay vote similar to Item 3 above will be included in the proxy statement every year as opposed to the other alternatives of having such a vote every two years or every three years.
The board of directors believes it is important to give shareholders the opportunity to vote every year on the Companys
executive compensation program, and therefore recommends that shareholders vote for every year.
The Board of
Directors recommends that shareholders vote to hold an advisory vote on the compensation of the Companys named executive officers Every Year.
17
COMPENSATION DISCUSSION AND ANALYSIS
The following discussion provides a description of our decision making process and philosophy for compensating our named executive
officers in 2012. This discussion also describes the material components of each named executive officers 2012 total compensation packages and details the reasoning behind the decisions made. This discussion should be read together with the
compensation tables for our named executive officers located in the
Executive Compensation
section of this proxy statement.
Our 2012 named executive officers were:
Suzanne S. DeFerie,
President and
Chief Executive Officer
Kirby A. Tyndall,
Executive Vice President and Chief Financial Officer
David A. Kozak,
Executive Vice President and Chief Lending Officer
Fred A. Martin,
Executive Vice President and Chief Information Officer
Vikki D. Bailey,
Executive Vice President and Chief Retail Officer
Executive Summary
It is the intent of the Compensation Committee to
provide our named executive officers with a total compensation package that is market competitive, promotes the achievement of our strategic objectives and is aligned with operating and other performance metrics to support long-term stockholder
value. Consistent with the terms of its charter, the Compensation Committee reviews our executive compensation program annually to ensure that the program incorporates features that mitigate potential for risk taking. In addition to providing our
named executive officers with competitive benefits, we also encourage stock ownership.
Compensation Philosophy
Our compensation philosophy starts from the premise that our success depends, in large part, on the dedication and commitment of the
people we place in key operating positions to drive our business strategy. We strive to satisfy the demands of our business model by providing our management team with incentives tied to the successful implementation of our business objectives.
However, we recognize that we operate in a competitive environment for talent. Therefore, our approach to compensation considers the full range of compensation techniques that enable us to compare favorably with our peers as we seek to attract and
retain key personnel.
We base our compensation decisions on the following principles:
|
|
|
Meeting the Demands of the Market
Our goal is to compensate our employees at competitive levels that position us as the employer of
choice among our peers who provide similar financial services in the markets we serve.
|
|
|
|
Driving Performance
We structure our short-term and long-term incentive compensation plans around the attainment of corporate performance
goals that return positive results to our bottom line.
|
|
|
|
Reflecting our Business Philosophy
Our approach to compensation reflects our values and the way we do business in the communities we
serve.
|
18
|
|
|
Aligning with Stockholders
With the adoption of our 2012 Equity Incentive Plan, we will use equity compensation as a key component of our
compensation mix to develop a culture of ownership among our key personnel and to align their individual financial interest with the interests of our stockholders.
|
Role of Compensation Committee
Our Compensation Committee has been charged
with the responsibility for establishing, implementing and monitoring adherence to our compensation philosophy and assuring the named executive officers are effectively compensated in a manner which is internally equitable and externally
competitive. See
Peer Group
for a list of peer institutions.
The Compensation Committee reviews all of the
elements of compensation for our named executive officers annually to ensure that the mix of benefits accurately reflects our compensation philosophy. The Compensation Committee operates under a written charter that establishes its responsibilities.
The Compensation Committee reviews the charter annually to ensure that the scope of the charter is consistent with the Compensation Committees role. A copy of our Compensation Committee Charter can be found on our web site
(
http://ir.ashevillesavingsbank.com/govdocs.aspx?iid=4289733
).
Role of Management
Our Chief Executive Officer and Human Resources Manager develop recommendations, with the assistance of outside compensation consultants,
regarding the appropriate mix and level of compensation that should be provided to our named executive officers and directors. The Chief Executive Officer develops recommendations for the other named executive officers and the Compensation
Committee, with Board approval, determines our Chief Executive Officers compensation package. The management recommendations consider the objectives of our compensation philosophy and the range of compensation programs authorized by the
Compensation Committee. The Chief Executive Officer meets with the Compensation Committee to discuss the recommendations and also reviews with the Committee her recommendations concerning the compensation of our named executive officers. Our Chief
Executive Officer does not participate in Committee discussions relating to her compensation.
Role of the Compensation Consultant
In 2012, the Compensation Committee retained the services of ChaseCompGroup, LLC, an independent compensation consulting
firm, to conduct the annual executive compensation review for its named executive officers. The review provided the compensation committee with compensation information that allowed the Committee to view our executive compensation program in light
of the compensation programs provided by our peers. See
Peer Group
for a list of our peer institutions.
A representative from ChaseCompGroup, LLC attended one Compensation Committee meeting during the 2012 fiscal year. While the Compensation Committee considers input from ChaseCompGroup, LLC when making
compensation decisions, the Committees final decisions reflect many factors and considerations.
19
Peer Group
For 2012, ChaseCompGroup, LLC, with the assistance of Asheville Savings Banks Chief Executive Officer and Human Resources Manager, selected the following financial institutions as a peer group to
benchmark compensation levels for our named executive officers. This peer group was presented to the Compensation Committee for approval.
Below is a list of the institutions that made up our peer group for 2011 (used to set 2012 pay) and 2012 (used to assess competitiveness of 2012 pay and set 2013 pay). As noted below, ten banks were added
to our peer group from 2011 to 2012. In addition, six banks were deleted from the peer group from 2011 to 2012 due to acquisitions and mergers.
|
|
|
1st Financial Services Corporation *
|
|
Jefferson Bancshares, Inc. *
|
American National Bankshares, Inc.
|
|
National Bankshares, Inc.
|
Carolina Bank Holdings, Inc.
|
|
New Century Bancorp, Inc.
|
Crescent Financial Corporation
|
|
New Peoples Bankshares, Inc. *
|
ECB Bancorp, Inc.
|
|
North State Bancorp
|
First Capital Bancorp, Inc. *
|
|
Palmetto Bancshares, Inc.
|
First Community Corporation *
|
|
Peoples Bancorp of North Carolina, Inc.
|
First Farmers and Merchants Corporation *
|
|
Southern First Bancshares, Inc.
|
First Security Group, Inc. *
|
|
Uwharrie Capital Corp. *
|
First South Bancorp, Inc.
|
|
Valley Financial Corporation
|
Four Oaks Fincorp, Inc. *
|
|
Village Bank and Trust Financial Corp. *
|
Franklin Financial Corporation
|
|
|
*
|
Added to peer group in 2012.
|
In our total compensation analysis for 2012, we used a peer group of 23 publicly traded banks. Our compensation consultant focused on banks with assets between $520 million and $1.3 billion as of
December 31, 2011 located in medium-sized metropolitan areas in non-coastal North Carolina, South Carolina, and central Virginia, positioning us at approximately the 55
th
percentile of our peer group.
20
Compensation Elements
The following elements made up the fiscal 2012 compensation program for our named executive officers.
|
|
|
|
|
|
|
Element
|
|
Form of Compensation
|
|
Purpose
|
|
Performance Criteria
|
Base salary
|
|
Cash
|
|
Provides a competitive level of fixed compensation that attracts and retains skilled management
|
|
Each individual officers performance and contribution to Asheville Savings Bank
|
Incentive compensation
(Management Incentive Plan)
|
|
Cash
|
|
Provides additional compensation to enhance the Banks performance and to attract and retain skilled management
|
|
On an annual basis, Asheville Savings Bank sets aside a pool of funds and distributes the funds based on each participants achievement
of individual performance goals
|
Health and welfare plans
|
|
|
|
Provides eligibility to receive available health and other welfare benefits paid for, in whole or in part, by Asheville Savings Bank, S.S.B.,
including broad-based medical, dental, life insurance, long-term care and disability plans
|
|
Not performance-based
|
Non-qualified deferral plan
(Officers and Directors Deferral Plan) (1)
|
|
Cash deferral plan
|
|
Provides management with a mechanism to defer income
|
|
Not performance-based
|
Qualified and non-qualified retirement plans
|
|
Cash for pension and 401(k) plan related benefits and Company stock for ESOP
|
|
Provides competitive retirement-planning benefits to attract and retain skilled management
|
|
Not performance-based
|
(1)
|
Currently, no named executive officers participate in this plan. With the implementation of our 2012 Equity Incentive Plan, equity compensation will have a role in our
executive compensation program in 2013.
|
Base Salary
. Our Compensation Committee sets base
salaries for our named executive officers based primarily on:
|
(1)
|
each individual officers performance and contribution to our Company;
|
|
(2)
|
the Banks financial performance for the prior year; and
|
|
(3)
|
base salaries paid to executive officers at comparable companies.
|
For 2012, the Committees information on base salaries at comparable companies comes from a variety of sources including, but not limited to, an external analysis prepared by ChaseCompGroup, LLC. See
Peer Group
for information on the peer financial institutions that were used by the Compensation Committee to benchmark base salaries for fiscal 2012.
See
Executive Compensation Summary Compensation Table
for the base salaries paid to our named executive officers in fiscal 2012.
Incentive Compensation Program
Management Incentive Plan (MIP).
The MIP is intended to provide participants with an incentive to enhance the profitability of Asheville Savings Bank within the constraints of safe,
sound banking practices by providing participants with a cash payment if Asheville Savings Bank attains certain
21
corporate performance goals. The Chief Executive Officer of Asheville Savings Bank administers the plan with the consent and approval of the board of directors or its designated committee.
Subject to the provisions of the plan, the board of directors has the authority to determine the levels for performance factors and award triggers, to approve incentive awards, interpret the plan and prescribe all rules relating to the plan. The
Chief Executive Officer recommends the employees who should participate in the plan each year and the board of directors of Asheville Savings Bank approves their participation in the plan.
The MIP provides for annual payouts. The Compensation Committee, in conjunction with the board of directors, in 2012 established the
performance goals for each of our named executive officers on an annual basis, focusing on performance measures that are critical to our growth and profitability. The 2012 MIP targeted four performance measures: (1) corporate net income,
(2) asset quality, (3) ending loan balances, and (4) average core deposit balances. The Compensation Committee assigns a weighting to each performance measure. In 2012, the highest weighting was assigned to corporate net income (40%).
See the individual scorecards below for the weighting given to each of the performance goals.
The minimum, target and maximum
levels are then linked to an incentive opportunity that is calculated based on each executives base salary and position in Asheville Savings Bank. Based on the economic environment, reduced earnings, and consistent with management
recommendations for the 2011 MIP, management recommended a 50% reduction in the payout percentages of salary for all MIP participants during 2012. For example, Ms. DeFeries incentive opportunities ranged from 11.3% of base pay at the
minimum level, 22.5% of base pay at the target level and 33.8% of base pay at the maximum level.
To be eligible to receive an
MIP payout, plan participants must be employed by Asheville Savings Bank on the last day of the plan year. However, the Compensation Committee, in its sole discretion, may pay awards on a pro rata basis if the named executive officers are not
employed as of the payment date due to retirement or disability. Before MIP awards are distributed, our board of directors, or its designated committee, must approve the awards and our external auditors must confirm that all of the corporate goals,
as set forth in the tables below, have been satisfied.
2012 Management Incentive Plan Awards
The following tables set forth the performance measures and the weight given to each measure for each named executive officer. The tables
also illustrate the threshold, target and maximum levels of incentive compensation each named executive was eligible to earn upon the achievement of each of the noted goals. The board of directors can also exercise negative discretion and make no
payments under the Plan despite the satisfaction of the noted performance goals. All of the named executive officers participated in the 2012 MIP. See
Executive CompensationSummary Compensation Table
for details on MIP
awards earned in 2012.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Suzanne S. DeFerie,
President and
Chief Executive Officer
|
|
|
|
|
Payment Range as a
Percentage of Base
Salary
|
|
|
2012
|
|
|
Bank Performance Goals
($ in
thousands)
|
|
Bank Objective:
|
|
Weight
|
|
|
Minimum
(11.3%)
|
|
|
Target
(22.5%)
|
|
|
Maximum
(33.8%)
|
|
|
Actual
Payout
|
|
|
Minimum
|
|
|
Target
|
|
|
Maximum
|
|
Net income before incentive
|
|
|
40
|
%
|
|
$
|
13,685
|
|
|
$
|
27,249
|
|
|
$
|
40,934
|
|
|
$
|
|
|
|
$
|
2,200
|
|
|
$
|
2,200
|
|
|
$
|
3,299
|
|
Asset quality
|
|
|
35
|
%
|
|
|
11,975
|
|
|
|
23,843
|
|
|
|
35,818
|
|
|
|
21,882
|
|
|
|
5.87
|
%
|
|
|
4.89
|
%
|
|
|
3.91
|
%
|
Ending loan balances
|
|
|
15
|
%
|
|
|
5,132
|
|
|
|
10,218
|
|
|
|
15,350
|
|
|
|
|
|
|
$
|
297,782
|
|
|
$
|
297,782
|
|
|
$
|
446,672
|
|
Average core deposit balances
|
|
|
10
|
%
|
|
|
3,421
|
|
|
|
6,812
|
|
|
|
10,234
|
|
|
|
6,864
|
|
|
|
356,670
|
|
|
|
361,543
|
|
|
|
542,314
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Totals
|
|
|
100
|
%
|
|
$
|
34,213
|
|
|
$
|
68,122
|
|
|
$
|
102,336
|
|
|
$
|
28,746
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kirby A. Tyndall,
Executive Vice President and
Chief Financial
Officer
|
|
|
|
|
Payment Range as a
Percentage of Base
Salary
|
|
|
2012
|
|
|
Bank Performance Goals
($ in
thousands)
|
|
Bank Objective:
|
|
Weight
|
|
|
Minimum
(8.8%)
|
|
|
Target
(17.5%)
|
|
|
Maximum
(26.3%)
|
|
|
Actual
Payout
|
|
|
Minimum
|
|
|
Target
|
|
|
Maximum
|
|
Net income before incentive
|
|
|
40
|
%
|
|
$
|
6,054
|
|
|
$
|
12,040
|
|
|
$
|
18,094
|
|
|
$
|
|
|
|
$
|
2,200
|
|
|
$
|
2,200
|
|
|
$
|
3,299
|
|
Asset quality
|
|
|
35
|
%
|
|
|
5,298
|
|
|
|
10,535
|
|
|
|
15,833
|
|
|
|
9,670
|
|
|
|
5.87
|
%
|
|
|
4.89
|
%
|
|
|
3.91
|
%
|
Ending loan balances
|
|
|
15
|
%
|
|
|
2,270
|
|
|
|
4,515
|
|
|
|
6,785
|
|
|
|
|
|
|
$
|
297,782
|
|
|
$
|
297,782
|
|
|
$
|
446,672
|
|
Average core deposit balances
|
|
|
10
|
%
|
|
|
1,514
|
|
|
|
3,010
|
|
|
|
4,524
|
|
|
|
3,033
|
|
|
|
356,670
|
|
|
|
361,543
|
|
|
|
542,314
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Totals
|
|
|
100
|
%
|
|
$
|
15,136
|
|
|
$
|
30,100
|
|
|
$
|
45,236
|
|
|
$
|
12,703
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David A. Kozak,
Executive Vice President and
Chief Lending Officer
|
|
|
|
|
Payment Range as a
Percentage of Base
Salary
|
|
|
2012
|
|
|
Bank Performance Goals
($ in
thousands)
|
|
Bank Objective:
|
|
Weight
|
|
|
Minimum
(8.8%)
|
|
|
Target
(17.5%)
|
|
|
Maximum
(26.3%)
|
|
|
Actual
Payout
|
|
|
Minimum
|
|
|
Target
|
|
|
Maximum
|
|
Net income before incentive
|
|
|
40
|
%
|
|
$
|
6,054
|
|
|
$
|
12,040
|
|
|
$
|
18,094
|
|
|
$
|
|
|
|
$
|
2,200
|
|
|
$
|
2,200
|
|
|
$
|
3,299
|
|
Asset quality
|
|
|
35
|
%
|
|
|
5,298
|
|
|
|
10,535
|
|
|
|
15,833
|
|
|
|
9,670
|
|
|
|
5.87
|
%
|
|
|
4.89
|
%
|
|
|
3.91
|
%
|
Ending loan balances
|
|
|
15
|
%
|
|
|
2,270
|
|
|
|
4,515
|
|
|
|
6,785
|
|
|
|
|
|
|
$
|
297,782
|
|
|
$
|
297,782
|
|
|
$
|
446,672
|
|
Average core deposit balances
|
|
|
10
|
%
|
|
|
1,514
|
|
|
|
3,010
|
|
|
|
4,524
|
|
|
|
3,033
|
|
|
|
356,670
|
|
|
|
361,543
|
|
|
|
542,314
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Totals
|
|
|
100
|
%
|
|
$
|
15,136
|
|
|
$
|
30,100
|
|
|
$
|
45,236
|
|
|
$
|
12,703
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fred A. Martin,
Executive Vice President and
Chief Information Officer
|
|
|
|
|
Payment Range as a
Percentage of Base
Salary
|
|
|
2012
|
|
|
Bank Performance Goals
($ in
thousands)
|
|
Bank Objective:
|
|
Weight
|
|
|
Minimum
(8.8%)
|
|
|
Target
(17.5%)
|
|
|
Maximum
(26.3%)
|
|
|
Actual
Payout
|
|
|
Minimum
|
|
|
Target
|
|
|
Maximum
|
|
Net income before incentive
|
|
|
40
|
%
|
|
$
|
5,104
|
|
|
$
|
10,150
|
|
|
$
|
15,254
|
|
|
$
|
|
|
|
$
|
2,200
|
|
|
$
|
2,200
|
|
|
$
|
3,299
|
|
Asset quality
|
|
|
35
|
%
|
|
|
4,466
|
|
|
|
8,881
|
|
|
|
13,347
|
|
|
|
8,152
|
|
|
|
5.87
|
%
|
|
|
4.89
|
%
|
|
|
3.91
|
%
|
Ending loan balances
|
|
|
15
|
%
|
|
|
1,914
|
|
|
|
3,806
|
|
|
|
5,720
|
|
|
|
|
|
|
$
|
297,782
|
|
|
$
|
297,782
|
|
|
$
|
446,672
|
|
Average core deposit balances
|
|
|
10
|
%
|
|
|
1,276
|
|
|
|
2,538
|
|
|
|
3,814
|
|
|
|
2,557
|
|
|
|
356,670
|
|
|
|
361,543
|
|
|
|
542,314
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Totals
|
|
|
100
|
%
|
|
$
|
12,760
|
|
|
$
|
25,375
|
|
|
$
|
38,135
|
|
|
$
|
10,709
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vikki D. Bailey,
Executive Vice President and
Chief Retail
Officer
|
|
|
|
|
Payment Range as a
Percentage of Base
Salary
|
|
|
2012
|
|
|
Bank Performance Goals
($ in
thousands)
|
|
Bank Objective:
|
|
Weight
|
|
|
Minimum
(6.3%)
|
|
|
Target
(12.5%)
|
|
|
Maximum
(18.8%)
|
|
|
Actual
Payout
|
|
|
Minimum
|
|
|
Target
|
|
|
Maximum
|
|
Net income before incentive
|
|
|
40
|
%
|
|
$
|
2,863
|
|
|
$
|
5,681
|
|
|
$
|
8,545
|
|
|
$
|
|
|
|
$
|
2,200
|
|
|
$
|
2,200
|
|
|
$
|
3,299
|
|
Asset quality, branches
|
|
|
10
|
%
|
|
|
716
|
|
|
|
1,420
|
|
|
|
2,136
|
|
|
|
2,136
|
|
|
|
1.81
|
%
|
|
|
1.51
|
%
|
|
|
1.20
|
%
|
Ending loan balances, branches
|
|
|
25
|
%
|
|
|
1,790
|
|
|
|
3,551
|
|
|
|
5,340
|
|
|
|
|
|
|
$
|
68,414
|
|
|
$
|
68,414
|
|
|
$
|
102,621
|
|
Average core deposit balances
|
|
|
25
|
%
|
|
|
1,790
|
|
|
|
3,551
|
|
|
|
5,340
|
|
|
|
3,578
|
|
|
|
356,670
|
|
|
|
361,543
|
|
|
|
542,314
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Totals
|
|
|
100
|
%
|
|
$
|
7,159
|
|
|
$
|
14,203
|
|
|
$
|
21,361
|
|
|
$
|
5,714
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23
Health and Welfare Plans
Our health and welfare benefit plans are open to all full-time employees. Generally, under each plan, our named executive officers receive
either the same benefit as all other salaried employees or a benefit that is exactly proportional, as a percentage of salary, to the benefits that others receive. In addition, Asheville Savings Bank also provides a long-term disability income
replacement benefit to all employees equal to 60% of base salary. Our named executive officers are entitled to an additional 15% which results in providing our officers with a 75% income replacement benefit in the event of a disability. A bank-paid
long-term care insurance policy is provided to named executive officers, Ms. DeFerie, Mr. Tyndall, Mr. Kozak and Mr. Martin. As of 2012, this plan has been frozen to new participants.
Retirement Plans
401(k) Plan
. Participation in our tax-qualified 401(k) plan is available to all of our employees who meet minimum eligibility requirements. This plan allows our employees to save money for
retirement in a tax-advantaged manner. Asheville Savings Bank matches 100% of the first 3% a participant defers into the plan and 50% of the next 2%. All of the named executive officers have elected to participate in the 401(k) plan, except for
Mr. Martin.
Employee Stock Ownership Plan (ESOP).
Participation in our tax qualified ESOP is available to all of
our employees over the age of 21 with at least one year of service and 1,000 hours of service per year. The plan provides our employees with the opportunity to accumulate a retirement benefit in our common stock at no cost to the employees. All of
the named executive officers participate in the ESOP.
Defined Benefit Plan
. Participants in Asheville Savings
Banks defined benefit pension plan receive retirement benefits based on a participants years of service and average compensation over all years of service with Asheville Savings Bank. Participants are 100% vested in their pension plan
benefits after five years of service. The Pension Plan was frozen to new participation effective January 1, 2010 and the plans benefit accruals for future services were frozen effective March 31, 2013. The decision to freeze the
Pension Plan for eligibility and future accruals was based on an analysis of the total costs associated with the Banks retirement program, including the implementation of the ESOP in connection with the Banks mutual to stock conversion.
Non-Qualified Defined Benefit Pension Plan
. Our non-qualified defined benefit pension plan (the Excess
Plan) is intended to provide supplemental retirement benefits to a select group of management or highly compensated employees. The plan is intended to comply with the requirements of Section 409A of the Internal Revenue Code and is to be
construed and interpreted in accordance with the requirements of Section 409A and the regulations and guidance issued thereunder. Participants are entitled to an accrued benefit under the Excess Plan equal to the difference between the accrued
benefit under our tax-qualified Defined Benefit Pension Plan without regard to the limits imposed by Sections 401(a)(17) and 415 of the Internal Revenue Code on compensation and the actual accrued benefit under the Defined Benefit Pension Plan.
Participants vest in their Excess Plan benefit in accordance with the vesting schedule in the Defined Benefit Pension Plan. Generally, participants may elect the form of annuity payment under the Excess Plan. As of December 31, 2012,
Ms. DeFerie was the only active named executive officer participating in the Excess Plan. The Non-qualified Pension Plan was frozen to new participation effective January 1, 2010 and the plans benefit accruals for future services was
frozen effective March 31, 2013. The decision to freeze the Pension Plan for eligibility and future accruals was based on an analysis of the total costs associated with the Banks retirement program, including the implementation of the
ESOP in connection with the Banks mutual to stock conversion.
24
Our retirement plans and arrangements are consistent with the arrangements provided to
senior executive officers in the banking industry and assist us in attracting and retaining top talent by providing executives with financial security in retirement.
Equity Incentive Plan
In 2012, our shareholders approved the ASB
Bancorp, Inc. Equity Incentive Plan. The plan provides for the grant of restricted stock and stock options to eligible employees and members of our Board of Directors. Our Compensation Committee has developed a long-term incentive program that uses
our equity incentive plan to align the interests of our directors and named executive officers with our stockholders and focuses our executives on long-term sustained performance through the grant of stock options and restricted stock. Consistent
with our compensation philosophy, in February 2013, our Compensation Committee awarded each of our named executive officers stock options and restricted stock under our 2012 Equity Incentive Plan. These awards vest ratably over a five-year period.
Stock Compensation Grant and Award Practices; Timing Issues
The Compensation Committee considers whether to make stock option grants and/or award other forms of equity on an annual basis based on
the shares available under the Companys Equity Incentive Plan and the regulatory limits imposed on equity awards. The Compensation Committees process with respect to the determination of grant dates or the stock option exercise prices is
made after carefully considering our timing of earnings releases and/or other material nonpublic information to ensure that there is no manipulation of the market to the executives benefit. The Compensation Committees decisions are
reviewed and ratified by the full Board of Directors. ASB Bancorp never times the release of material nonpublic information to affect the value of executive compensation. In general, the release of such information reflects established timetables
for the disclosure of material nonpublic information such as earnings reports or, with respect to other events reportable under federal securities laws, the applicable requirements of such laws with respect to timing of disclosure. In accordance
with the Companys Equity Incentive Plan, options are granted at an exercise price equal to the closing price of our common stock on NASDAQ Stock Market on the date of grant.
Stock Ownership Guidelines
The Board of Directors of ASB Bancorp, Inc.
(the Company) believes that it is in the best interest of the Company and its shareholders to align the personal financial interests of the Companys directors and officers with those of shareholders of the Company. As such, the
Board of Directors implemented stock ownership guidelines in the first quarter of 2013 for our directors and named executive officers that allow our directors and named executive officers to satisfy the guidelines within a three year period. The
guidelines are based on multiples of annual compensation and all directors and named executive officers currently meet the guidelines, with the exception of Ms. Bailey, who was recently promoted and subjected to these guidelines.
25
REPORT OF THE COMPENSATION COMMITTEE
The Compensation Committee has reviewed the Compensation Discussion and Analysis that is required by the rules established by the
Securities and Exchange Commission. Based on such review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement. See
Compensation
Discussion and Analysis.
Compensation Committee of the Board of Directors
John B. Gould, Chairperson
Leslie D. Green
Kenneth E. Hornowski
Stephen P. Miller
Patricia S. Smith
26
EXECUTIVE COMPENSATION
Summary Compensation Table
The following information is furnished for the
principal executive officer, the principal financial officer and the next three most highly compensated executive officers of the Company whose total compensation for the year ended December 31, 2012 exceeded $100,000. These individuals are
referred to in this proxy statement as the Companys named executive officers.
|
|
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|
|
|
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|
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|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
Name and Principal Position
|
|
Year
|
|
|
Salary
|
|
|
Bonus
(1)
|
|
|
Non-Equity
Incentive
Compensation
Plan
|
|
|
Change
in
Pension
Value
And
Nonqualified
Deferred
Compensation
Earnings
(2)
|
|
|
All
Other
Compensation
(3)
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
Suzanne S. DeFerie
President and Chief Executive Officer
|
|
|
2012
2011
2010
|
|
|
$
|
302,769
285,631
265,631
|
|
|
$
|
|
|
|
$
|
28,746
|
|
|
$
|
203,202
117,468
139,433
|
|
|
$
|
43,081
24,278
21,603
|
|
|
$
|
577,798
427,377
426,667
|
|
|
|
|
|
|
|
|
|
Kirby A. Tyndall (4)
Executive Vice President and Chief Financial Officer
|
|
|
2012
2011
2010
|
|
|
|
172,000
163,000
110,000
|
|
|
|
|
|
|
|
12,703
|
|
|
|
|
|
|
|
38,324
19,739
1,054
|
|
|
|
223,027
182,739
111,054
|
|
|
|
|
|
|
|
|
|
David A. Kozak (5)
Executive Vice President and Chief Lending Officer
|
|
|
2012
2011
2010
|
|
|
|
172,000
165,000
160,000
|
|
|
|
|
|
|
|
12,703
|
|
|
|
15,923
10,131
8,727
|
|
|
|
38,650
17,348
14,577
|
|
|
|
239,276
192,479
183,304
|
|
|
|
|
|
|
|
|
|
Fred A. Martin
Executive Vice President and Chief Information Officer
|
|
|
2012
2011
2010
|
|
|
|
145,000
140,000
120,000
|
|
|
|
|
|
|
|
10,709
|
|
|
|
16,906
9,399
8,922
|
|
|
|
27,759
7,256
7,256
|
|
|
|
200,374
156,655
136,178
|
|
|
|
|
|
|
|
|
|
Vikki D. Bailey (6)
Executive Vice President and Chief Retail Officer
|
|
|
2012
2011
2010
|
|
|
|
117,184
113,317
110,397
|
|
|
|
|
|
|
|
5,714
8,261
|
|
|
|
84,675
50,893
60,298
|
|
|
|
17,627
9,278
7,103
|
|
|
|
225,200
173,488
186,059
|
|
(1)
|
Bonus amounts earned in 2012 were made under our Management Incentive Plan and are reported in the Non-Equity Incentive Compensation column.
|
(2)
|
Represents the aggregate year over year change in the actuarial present value of the accumulated benefit under all defined benefit plans, including supplemental plans,
as of December 31, 2012. For 2012 and 2011, the most significant portion of the change in value is due to a decrease in the discount rate assumptions used in the tax-qualified defined benefit plans actuarial calculation. See footnote 2 to
the defined benefit plan table included in
Retirement Benefits
for additional information.
|
(3)
|
Includes 401(k) Plan matching contribution in the amount of $11,399 for Ms. DeFerie and executive long-term care insurance premiums in the amount of $10,507 for
Mr. Tyndall. Also includes the market value of the 2012 ESOP allocation in April 2013 as follows: Ms. DeFerie: $20,097; Mr. Tyndall: $14,119; Mr. Kozak: $14,460; and Mr. Martin: $12,282.
|
(4)
|
Mr. Tyndall was appointed Executive Vice President and Chief Financial Officer of the Bank effective September 1, 2010. From January 1, 2010 to
August 31, 2010, Mr. Tyndall served as Vice President and Finance Special Projects Coordinator of the Bank.
|
(5)
|
Mr. Kozak was appointed Executive Vice President and Chief Lending Officer of the Bank effective July 16, 2010. From January 1, 2010 to July 15,
2010, Mr. Kozak served as Executive Vice President and Senior Lending Officer of the Bank.
|
(6)
|
Ms. Bailey was appointed Executive Vice President and Chief Retail Officer of the Bank effective December 1, 2012. From September 1, 2011 to
November 30, 2012, Ms. Bailey served as Senior Vice President and Regional Manager of the Bank. From October 1, 2009 to August 31, 2011, Ms. Bailey served as Senior Vice President and Hendersonville Market Executive of the
Bank.
|
27
Employment Agreements
The Company and the Bank entered into employment agreements with each of Ms. DeFerie and Messrs. Tyndall, Kozak, and Martin effective October 18, 2011. Ms. DeFeries employment
agreement provides for a three-year term, each of Messrs. Tyndalls, Kozaks and Martins employment agreements provides for a two-year term with a three-year change in control provision. All of the employment agreements are subject
to annual renewal by the Board of Directors for an additional year beyond the then-current expiration date. Also, on December, 1, 2012, the Bank entered into a two-year employment agreement with a three-year change in control provision with
Ms. Bailey, who was named an executive officer effective December 1, 2012.
The agreements provide the named
executive officers with certain post-termination benefits. See
Potential Post-Termination Benefits Tables.
Upon termination of employment without cause or for good reason, other than termination in connection with a change
in control, each executive will be required to adhere to a one-year non-competition restriction.
Retirement Benefits
The following table sets forth the actuarial present value at December 31, 2012 of Ms. DeFeries, Mr. Kozaks,
Mr. Martins and Ms. Baileys accumulated benefit under our defined benefit plans, along with the number of years of credited service under the respective plans. The defined benefit pension plans were frozen to new participants
effective December 31, 2009. Therefore, Mr. Tyndall does not participate in our defined benefit pension plans. Ms. DeFerie is the only participant in our non-qualified pension plan.
|
|
|
|
|
|
|
|
|
Name
|
|
Plan Name
|
|
Number of
Years of
Credited
Service (1)
|
|
Present
Value of
Accumulated
Benefit (2)
|
|
|
|
|
|
Suzanne S. DeFerie
|
|
Asheville Savings Bank Employees Pension Plan
|
|
21
|
|
$
|
807,689
|
|
|
|
|
|
|
|
Asheville Savings Bank Non-Qualified Pension Plan
|
|
n/a
|
|
|
272,901
|
|
|
|
|
|
David A. Kozak
|
|
Asheville Savings Bank Employees Pension Plan
|
|
5
|
|
|
55,361
|
|
|
|
|
|
Fred A. Martin
|
|
Asheville Savings Bank Employees Pension Plan
|
|
7
|
|
|
57,565
|
|
|
|
|
|
Vikki D. Bailey
|
|
Asheville Savings Bank Employees Pension Plan
|
|
25
|
|
|
470,871
|
|
(1)
|
Represents the number of years of credited service used to determine the benefit under the pension plan.
|
(2)
|
The present value of each executives accumulated benefit assumes normal retirement at age 65, the election of a single life form of pension and is based on a
4.34% discount rate for the Employees Pension Plan and a 3.98% discount rate for the Non-Qualified Pension Plan.
|
Tax-Qualified Defined Benefit Pension Plan.
The Banks Employees Pension Plan is a defined benefit tax qualified retirement program that was frozen to new participants in December
2009. The plan provides benefits based on a formula that takes into account a portion of an employees earnings for each fiscal year, subject to applicable Internal Revenue Service limitations. If a participant elects to retire upon the
attainment of age 65, his or her normal retirement benefit will be determined using the following formula: 40% of average compensation as of December 31, 2009, reduced for years of service which are less than 25 years, plus 0.65% of average
compensation as of December 31, 2009 in excess of $10,000 multiplied by years of service as of December 31, 2009 (up to a maximum of 25 years), plus 0.5% of post-2009 average compensation multiplied by years of service on or after
January 1, 2010, when such years of service combined with years of service as of December 31, 2009 does not exceed 25 years.
28
With respect to the pension plan, average compensation is defined as follows: (i) for years of service completed before January 1, 2009, pay received in 2008; and
(ii) for years of service completed after December 31, 2008, pay received during the year in which a participant retires. In no event will average compensation exceed the average of a participants final five consecutive calendar
years of actual compensation. The plan defines compensation as a participants Form W-2 compensation, including certain applicable pre-tax deductions, up to the Internal Revenue Service limits on compensation.
Non-Qualified Defined Benefit Pension Plan.
The Bank maintains a non-qualified defined benefit pension plan to provide
participants whose compensation under the Banks tax-qualified defined benefit pension plan exceeds the limitations established under the Internal Revenue Code to receive a restorative benefit under a non-qualified defined benefit pension plan.
Benefits payable under the non-qualified pension plan are equal to the excess of (i) the amount that would be payable in accordance with the terms of the tax-qualified defined benefit pension plan disregarding the limitations imposed pursuant
to Sections 401(a)(17) and 415 of the Internal Revenue Code over (ii) the pension benefit actually payable under the tax-qualified defined benefit pension plan taking the Section 401(a)(17) and 415 limitations into account.
Ms. DeFerie is the only named executive officer that is accruing a benefit under the non-qualified pension plan. All benefits are payable in the same time and manner as the benefits are paid under the Banks tax-qualified defined benefit
pension plan.
Potential Post-Termination Benefits
Payments Due Upon Disability
. Under the employment agreements, if an executive is terminated following a determination that he or she is totally and permanently disabled and unable to perform the
duties of his or her position on a full-time basis for a period of six consecutive months, or upon receiving long-term disability benefits under an employee benefit plan provided by the bank, the bank will pay the executive salary and benefits that
they are entitled to until the end of the payroll period in which the date of termination occurs. Under the terms of the Management Incentive Plan, prorated benefits are paid in the event of disability. Under the terms of the non-qualified defined
benefit pension plan, a participating executive is entitled to receive his or her vested benefits as prescribed by the plan in the event of a separation from service resulting from disability.
Payments Due Upon Resignation By Executive
. Upon thirty days prior notice, the executive may resign or voluntarily leave the
employ of company, other than under circumstances treated as resignation for good reason. If an executive resigns without good reason, he or she will be paid any accrued and unpaid salary and accrued and unused paid time off through his or her date
of resignation. Under the terms of the Management Incentive Plan, the Board of Directors, or if so delegated the Compensation Committee, will, in its sole discretion, determine if benefits are paid in the event of termination. Under the terms of the
non-qualified defined benefit pension plan, a participating executive is entitled to receive his or her vested benefits as prescribed by the plan in the event of a separation from service resulting from resignation.
Payments Due Upon Termination For Cause
. If the executives employment is terminated for cause, or the Company has cause for
termination and the executive voluntarily resigns, the executive will not be entitled to any further compensation or benefits, other than payment for any accrued and unused paid time off. Under the terms of the Management Incentive Plan, the Board
of Directors, or if so delegated the Compensation Committee, will, in its sole discretion, determine if benefits are paid in the event of termination. Under the terms of the non-qualified defined benefit pension plan, a participating executive is
entitled to receive his or her vested benefits as prescribed by the plan in the event of a separation from service resulting from termination for cause.
29
Payments Due Upon Death
. Under their employment agreements, an executives
estate is entitled to receive the executives base salary at the rate in effect at the time of executives death for a period of one month after the date of death and to receive the executives pay for any accrued and unused paid time
off. Under the terms of the Management Incentive Plan, prorated benefits are paid in the event of death. Under the terms of the non-qualified defined benefit pension plan, a participating executive is entitled to receive his or her vested benefits
as prescribed by the plan in the event of a separation from service resulting from death.
Payments Due Upon Resignation
For Good Reason
. If an executive resigns for good reason, as defined in the employment agreement, the bank will continue to pay the executive his or her base pay as of the date of resignation through the remaining term of the employment
agreement. In addition, the bank will pay the executives health and life insurance coverage through the remaining term of the employment agreement. Under the terms of the Management Incentive Plan, the Board of Directors, or if so delegated
the Compensation Committee, will, in its sole discretion, determine if benefits are paid in the event of resignation for good reason. Under the terms of the non-qualified defined benefit pension plan, a participating executive is entitled to receive
his or her vested benefits as prescribed by the plan in the event of a separation from service resulting from resignation for good reason.
Payments Due Upon Involuntary Termination Without Cause
. If an executives employment is terminated for reasons other than for cause, the executive will continue to be paid his or her base
salary as of the date he or she is terminated without cause through the expiration date of the employment agreement. In addition, the bank will continue to pay the executives health and life insurance coverage through the remaining term of the
employment agreement. Under the terms of the Management Incentive Plan, the Board of Directors, or if so delegated the Compensation Committee, will, in its sole discretion, determine if benefits are paid in the event of termination. Under the terms
of the non-qualified defined benefit pension plan, a participating executive is entitled to receive his or her vested benefits as prescribed by the plan in the event of a separation from service resulting from involuntary termination without cause.
Payments Due Upon a Change of Control
. The executives employment agreements provide that in the event of a
change of control followed by termination without cause or resignation for good reason, the bank will pay the executive a severance payment equal to three times the sum of his or her annual base salary at the rate then in effect, or if greater, the
amount in effect immediately preceding the change in control. In addition, the bank will pay the executive the average of cash bonuses paid or accrued on his or her behalf during the three prior years as well as continuation of the executives
health and life insurance coverage for thirty-six months. Under the terms of the non-qualified defined benefit pension plan, a participating executive is entitled to receive his or her vested benefits as prescribed by the plan in the event of a
separation from service resulting from a change of control followed by termination without cause or resignation for good reason.
Section 280G of the Internal Revenue Code provides that severance payments that equal or exceed three times the individuals base amount are deemed to be excess parachute payments if
they are contingent upon a change in control. Individuals receiving excess parachute payments are subject to a 20% excise tax on the amount of the payment in excess of the base amount, and we would not be entitled to deduct such amount. The
agreements provide for the reduction of change in control payments to the executives to the extent necessary to ensure that they will not receive excess parachute payments, which otherwise would result in the imposition of an excise tax,
if such reduction would result in a larger after-tax payment to the executive.
Potential Post-Termination Benefits
Tables
. The amount of compensation payable to each named executive officer upon disability, voluntary termination or termination for cause; death;
30
resignation for good reason or termination without cause; or change of control is shown below. The amounts shown are estimates that assume the executive officers termination was effective
as of December 31, 2012 and include amounts earned through December 31, 2012. The amounts do not include the executives account balances in Asheville Savings Banks tax-qualified retirement plans or paid time off to which each
executive has a non-forfeitable interest. The actual amounts to be paid out can only be determined at the time of an executive officers separation from service.
The following payment table provides the amount of compensation payable to our named executive officers for each of the situations listed below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payment Due Upon
|
|
|
|
|
|
Disability,
Resignation
or
Termination
For Cause
|
|
|
Death
|
|
|
Resignation
For Good
Reason or
Termination
Without
Cause
(1)
|
|
|
Change of
Control
With
Termination
of
Employment
|
|
|
|
|
|
|
|
Suzanne S. DeFerie
|
|
Cash severance
|
|
$
|
|
|
|
$
|
25,231
|
|
|
$
|
845,230
|
|
|
$
|
937,053
|
|
|
|
Health and welfare benefits (2)
|
|
|
|
|
|
|
|
|
|
|
21,009
|
|
|
|
22,577
|
|
|
|
Management Incentive Plan
|
|
|
28,746
|
|
|
|
28,746
|
|
|
|
28,746
|
|
|
|
|
|
|
|
Non-qualified defined benefit plan (3)
|
|
|
15,089
|
|
|
|
15,089
|
|
|
|
15,089
|
|
|
|
15,089
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
43,835
|
|
|
$
|
69,066
|
|
|
$
|
910,074
|
|
|
$
|
974,719
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kirby A. Tyndall
|
|
Cash severance
|
|
$
|
|
|
|
$
|
14,333
|
|
|
$
|
308,167
|
|
|
$
|
528,703
|
|
|
|
Health and welfare benefits (2)
|
|
|
|
|
|
|
|
|
|
|
10,810
|
|
|
|
18,102
|
|
|
|
Management Incentive Plan
|
|
|
12,703
|
|
|
|
12,703
|
|
|
|
12,703
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
12,703
|
|
|
$
|
27,036
|
|
|
$
|
331,680
|
|
|
$
|
546,805
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David A. Kozak
|
|
Cash severance
|
|
$
|
|
|
|
$
|
14,333
|
|
|
$
|
308,167
|
|
|
$
|
528,703
|
|
|
|
Health and welfare benefits (2)
|
|
|
|
|
|
|
|
|
|
|
13,393
|
|
|
|
22,426
|
|
|
|
Management Incentive Plan
|
|
|
12,703
|
|
|
|
12,703
|
|
|
|
12,703
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
12,703
|
|
|
$
|
27,036
|
|
|
$
|
334,263
|
|
|
$
|
551,129
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fred A. Martin
|
|
Cash severance
|
|
$
|
|
|
|
$
|
12,083
|
|
|
$
|
259,792
|
|
|
$
|
445,709
|
|
|
|
Health and welfare benefits (2)
|
|
|
|
|
|
|
|
|
|
|
10,648
|
|
|
|
17,829
|
|
|
|
Management Incentive Plan
|
|
|
10,709
|
|
|
|
10,709
|
|
|
|
10,709
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
10,709
|
|
|
$
|
22,792
|
|
|
$
|
281,149
|
|
|
$
|
463,538
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vikki D. Bailey
|
|
Cash severance
|
|
$
|
|
|
|
$
|
11,250
|
|
|
$
|
241,875
|
|
|
$
|
418,975
|
|
|
|
Health and welfare benefits (2)
|
|
|
|
|
|
|
|
|
|
|
13,041
|
|
|
|
21,836
|
|
|
|
Management Incentive Plan
|
|
|
5,714
|
|
|
|
5,714
|
|
|
|
5,714
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
5,714
|
|
|
$
|
16,964
|
|
|
$
|
260,630
|
|
|
$
|
440,811
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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(1)
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Good Reason means the material breach of the agreement by the Bank or Company, including: (i) a material change to the executives
responsibilities or authority; (ii) a liquidation or dissolution of the company or the bank, other than liquidations or dissolutions that are caused by reorganizations that do not affect the status of the executive; (iii) a reduction in
the executives base salary; or (iv) a relocation of executives principal place of employment by more than thirty-five miles from its location as of the effective date.
|
(2)
|
Represents the value of coverage under the Banks health and life insurance programs for a period of 33.5 months for Ms. DeFerie and 21.5 months for the other
executives upon resignation for good reason or termination without cause, or for a period of 36 months for all executives upon a change of control with termination of employment.
|
(3)
|
Represents the annual accrued benefit Ms. DeFerie is entitled to receive under the non-qualified defined benefit pension plan, as adjusted for separation from
service prior to her normal retirement age (65). Annual payments will commence following separation from service. Ms. DeFerie is the only current participant in the non-qualified defined benefit pension plan.
|
31
OTHER INFORMATION RELATING TO
DIRECTORS AND EXECUTIVE OFFICERS
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the Companys executive officers and directors, and persons who
own more than 10% of any registered class of the Companys equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission. These individuals are required by regulation to furnish the Company
with copies of all Section 16(a) reports they file.
Based solely on its review of the copies of the reports it has
received and written representations provided to the Company from the individuals required to file the reports, the Company believes that each of its executive officers and directors has complied with applicable reporting requirements for
transactions in the Companys common stock during the year ended December 31, 2012.
Transactions with Related Persons
Loans and Extensions of Credit.
The Sarbanes-Oxley Act of 2002 generally prohibits loans by the Company to
its executive officers and directors. However, the Sarbanes-Oxley Act contains a specific exemption from such prohibition for loans by the Bank to its executive officers and directors in compliance with federal banking regulations. Federal
regulations require that all loans or extensions of credit to executive officers and directors of insured institutions must be made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for
comparable transactions with other persons and must not involve more than the normal risk of repayment or present other unfavorable features. The Bank is therefore prohibited from making any new loans or extensions of credit to executive officers
and directors at different rates or terms than those offered to the general public. Notwithstanding this rule, federal regulations permit the Bank to make loans to executive officers and directors at reduced interest rates if the loan is made under
a benefit program generally available to all other employees and does not give preference to any executive officer or director over any other employee. All outstanding loans made by the Bank to its directors and executive officers, and members of
their immediate families, 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 loans with persons not related to the Bank,
and did not involve more than the normal risk of collectability or present other unfavorable features.
Pursuant to the
Companys Audit Committee Charter, the Audit Committee periodically reviews, no less frequently than quarterly, a summary of the Companys transactions with directors and executive officers of the Company and with firms that employ
directors, as well as any other related person transactions, to recommend to the disinterested members of the Board of Directors that the transactions are fair, reasonable and within Company policy and should be ratified and approved. Also, in
accordance with banking regulations and its policy, the Board of Directors reviews all loans made to a director or executive officer in an amount that, when aggregated with the amount of all other loans to such person and his or her related
interests, exceed the greater of $25,000 or 5% of the Companys capital and surplus (up to a maximum of $500,000) and such loan must be approved in advance by a majority of the disinterested members of the Board of Directors. Additionally,
pursuant to the Companys Code of Ethics and Business Conduct, all executive officers and directors of the Company must disclose any existing or potential conflicts of interest to the President and Chief Executive Officer of the Company. Such
potential conflicts of interest include, but are not limited to, the following: (1) the Company conducting business with or competing against an organization in which a family member of an executive officer or director has an ownership or
employment interest and (2) the ownership of more than 5% of the
32
outstanding securities or 5% of total assets of any business entity that does business with or is in competition with the Company.
The aggregate outstanding balance of loans extended by the Bank to its executive officers and directors and related parties was $4.8
million at December 31, 2012. These loans were performing according to their original terms at December 31, 2012. In addition, these loans were made in the ordinary course of business, on substantially the same terms, including interest
rates except for those made in accordance with employee benefits program discussed above and collateral, as those prevailing at the time for comparable loans with persons not related to the Bank, and did not involve more than the normal risk of
collectibility or present other unfavorable features when made.
Other Transactions.
Since January 1, 2012,
there have been no transactions and there are no currently proposed transactions in which we were or are to be a participant and the amount involved exceeds $120,000, and in which any of our executive officers and directors had or will have a direct
or indirect material interest.
SUBMISSION OF BUSINESS PROPOSALS AND SHAREHOLDER NOMINATIONS
The Company must receive proposals that shareholders seek to include in the proxy statement for the Companys next annual meeting no
later than December 16, 2013. If next years annual meeting is held on a date that is more than 30 calendar days from May 23, 2014, a shareholder proposal must be received by a reasonable time before the Company begins to print and
mail its proxy solicitation materials for such annual meeting. Any shareholder proposals will be subject to the requirements of the proxy rules adopted by the Securities and Exchange Commission.
The Companys Bylaws provide that, in order for a shareholder to make nominations for the election of directors or proposals for
business to be brought before the annual meeting, a shareholder must deliver notice of such nomination and/or proposals to the Companys Secretary not less than 90 days before the date of the annual meeting. However, if less than 100 days
notice or prior public disclosure of the annual meeting is given to shareholders, such notice must be delivered not later than the close of business on the tenth day following the day on which notice of the annual meeting was mailed to shareholders
or public disclosure of the meeting date was made. A copy of the Bylaws may be obtained from the Company.
SHAREHOLDER
COMMUNICATIONS
The Company encourages shareholder communications to the Board of Directors and/or individual directors.
All communications from shareholders should be addressed to ASB Bancorp, Inc., 11 Church Street, Asheville, North Carolina 28801. Communications to the Board of Directors should be sent to the attention of Cindy Hamrick, Corporate Secretary.
Communications to individual directors should be sent to such director at the Companys address. Shareholders who wish to communicate with a committee of the Board of Directors should send their communications to the attention of the Chairman
of the particular committee, with a copy to Kenneth E. Hornowski, the Chairman of the Nominating and Corporate Governance Committee. It is in the discretion of the Nominating and Corporate Governance Committee as to whether a communication sent to
the full Board should be brought before the full Board.
MISCELLANEOUS
The Company will pay the cost of this proxy solicitation. The Company does not plan to engage a proxy solicitation firm for its 2013
Annual Meeting. The Company will reimburse brokerage firms and other custodians, nominees and fiduciaries for reasonable expenses incurred by them in sending proxy
33
materials to the beneficial owners of the Company. Additionally, directors, officers and other employees of the Company may solicit proxies personally or by telephone. None of these persons will
receive additional compensation for these activities.
The Companys Annual Report on Form 10-K has been included with
this proxy statement. Any shareholder who has not received a copy of the Annual Report on Form 10-K may obtain a copy by writing to the Corporate Secretary of the Company. The Annual Report is not to be treated as part of the proxy solicitation
material or as having been incorporated by reference into this proxy statement.
If you and others who share your address own
your shares in street name, your broker or other holder of record may be sending only one annual report and proxy statement to your address. This practice, known as householding, is designed to reduce our printing and postage
costs. However, if a shareholder residing at such an address wishes to receive a separate annual report or proxy statement in the future, he or she should contact the broker or other holder of record. If you own your shares in street
name and are receiving multiple copies of our annual report and proxy statement, you can request householding by contacting your broker or other holder of record.
Whether or not you plan to attend the annual meeting, please vote by marking, signing, dating and promptly returning the enclosed proxy card in the enclosed envelope.
|
By Order of the Board of Directors,
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/s/ CINDY E. HAMRICK
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Cindy E. Hamrick
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Corporate Secretary
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Asheville, North Carolina
April 15, 2013
34
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z
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REVOCABLE PROXY
ASB BANCORP, INC.
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|
{
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ANNUAL MEETING OF SHAREHOLDERS
MAY 23, 2013
10:30 A.M., LOCAL TIME
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS.
The undersigned hereby appoints the official proxy
committee of the Board of Directors of ASB Bancorp, Inc. (the Company), consisting of Patricia S. Smith and Stephen P. Miller, and each of them, with full power of substitution in each, to act as proxy for the undersigned, and to vote
all shares of common stock of the Company which the undersigned is entitled to vote only at the annual Meeting of Shareholders to be held on May 23, 2013 at 10:30 a.m., local time, at Asheville Savings Banks operations and administration
Center, located at 901 Smoky Park Highway, Candler, North Carolina, and at any adjournments thereof, with all of the powers the undersigned would possess if personally present at such meeting as follows:
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Mark here for address change.
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¨
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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDERS MEETING TO BE
HELD ON MAY 23, 2013
This Proxy Statement and the
Companys annual report on form 10-K, as filed with the Securities and Exchange Commission, are available at http://www.cfpproxy.com/7073.
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FOLD HERE PLEASE DO NOT DETACH PLEASE ACT PROMPTLY
PLEASE
COMPLETE, DATE, SIGN, AND MAIL THIS PROXY CARD IN THE ENCLOSED POSTAGE-PAID ENVELOPE
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x
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PLEASE MARK VOTES
AS IN THIS EXAMPLE
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For
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With- hold
|
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For All Except
|
1.
|
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The election as directors of all nominees listed for a term of three years (unless the For All Except box is marked and the instructions below are complied
with).
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¨
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¨
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¨
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(01) Suzanne S. DeFerie (02) Leslie D. Green (03) Wyatt S. Stevens
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INSTRUCTION: To withhold authority to vote for any nominee(s), mark For All Except and write that nominee(s) name(s) or number(s) in the space
provided below.
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Please be sure to date and sign this proxy card in the box below.
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Date
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Sign above
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Co-holder (if any) sign above
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Please sign exactly as your name appears on this card.
When signing as attorney, executor, administrator, trustee or guardian, please give your full title. If shares are held jointly, each holder may sign but only one signature is required.
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For
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Against
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Abstain
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2.
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The ratification of the selection of Dixon Hughes Goodman LLP as the independent registered public accounting firm of ASB Bancorp, Inc. for the fiscal year ending
December 31, 2013.
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¨
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¨
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¨
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For
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Against
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Abstain
|
3.
|
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The approval, on a non-binding advisory basis, of the compensation of the named executive officers.
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¨
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¨
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¨
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Every
Year
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Every
Two
Years
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Every
Three
Years
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Abstain
|
4.
|
|
The approval, on a non-binding advisory basis, of the frequency of future shareholder say on pay advisory votes.
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¨
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¨
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¨
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¨
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THE BOARD OF DIRECTORS RECOMMENDS
A VOTE FOR ALL OF THE LISTED NOMINEES AND PROPOSALS SET FORTH IN PROPOSALS 1 THROUGH 3 ABOVE; AND FOR EVERY YEAR WITH RESPECT TO PROPOSAL 4 ABOVE.
This proxy, properly signed and dated, will be
voted as directed, but if no instructions are specified, this proxy, properly signed and dated, will be voted FOR each of the nominees and proposals listed in 1, 2 and 3 above and for EVERY YEAR with respect to proposal 4
above. If any other business is presented at the Annual Meeting, including whether or not to adjourn the meeting, this proxy will be voted by the proxies in their judgment. At the present time, the Board of Directors knows of no other business to be
presented at the Annual Meeting. This proxy also confers discretionary authority on the Proxy Committee of the Board of Directors to vote (1) with respect to the election of any person as director, where the nominees are unable to serve or for good
cause will not serve and (2) matters incident to the conduct of the Annual Meeting.
The above signed acknowledges receipt from ASB Bancorp, Inc., before the execution of this proxy, of a proxy statement for the annual meeting of shareholders and an Annual Report to Shareholders for the
year ended December 31, 2012.
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z
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REVOCABLE PROXY
ASB BANCORP, INC.
|
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{
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YOUR VOTE IS IMPORTANT!
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PROXY VOTING INSTRUCTIONS
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Shareholders of record have three ways to vote:
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1. By Telephone (using a Touch-Tone Phone); or
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2. By Internet; or
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3. By Mail.
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To Vote by Telephone:
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Call 1-877-265-4030 Toll-Free on a Touch-Tone
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Phone anytime prior to 3 a.m., May 23, 2013.
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To Vote by Internet:
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Go to http://www.rtcoproxy.com/asbb prior to 3 a.m., May 23, 2013.
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Please note that the last vote received from a shareholder, whether by telephone, by Internet or by mail, will be the vote counted.
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Mark here if you plan to attend the meeting.
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¨
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Mark here for address change.
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¨
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Annual Meeting Materials are available at:
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http://www.cfpproxy.com/7073
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FOLD HERE IF YOU ARE VOTING BY MAIL
PLEASE DO NOT DETACH
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x
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PLEASE MARK VOTES
AS IN THIS EXAMPLE
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For
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With-
hold
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For All
Except
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For
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Against
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Abstain
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1.
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The election as directors of all nominees listed for a term of three years (unless the For All Except box is marked and the instructions below are complied
with).
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¨
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¨
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¨
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2.
|
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The ratification of the selection of Dixon Hughes Goodman LLP as the independent registered public accounting firm of ASB Bancorp, Inc. for the fiscal year ending
December 31, 2013.
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¨
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¨
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¨
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For
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Against
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Abstain
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(01) Suzanne S. DeFerie (02) Leslie D. Green (03) Wyatt S. Stevens
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3.
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The approval, on a non-binding advisory basis, of the compensation of the named executive officers.
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¨
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¨
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¨
|
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INSTRUCTION: To withhold authority to vote for any nominee(s),
mark For All Except and write that nominee(s) name(s) or
number(s) in the
space provided below.
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Every
Year
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Every
Two
Years
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Every
Three
Years
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Abstain
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|
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4.
|
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The approval, on a non-binding advisory basis, of the frequency of future shareholder say on pay advisory votes.
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¨
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¨
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¨
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¨
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THE BOARD OF DIRECTORS RECOMMENDS A
VOTE FOR ALL OF THE LISTED NOMINEES AND PROPOSALS SET FORTH IN PROPOSALS 1 THROUGH 3 ABOVE; AND FOR EVERY YEAR WITH RESPECT TO PROPOSAL 4 ABOVE.
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This proxy, properly signed and dated, will be voted as directed, but if no instructions are specified, this proxy,
properly signed and dated, will be voted FOR each of the nominees and proposals listed in 1, 2 and 3 above and for EVERY YEAR with respect to proposal 4 above. If any other business is presented at the Annual Meeting,
including whether or not to adjourn the meeting, this proxy will be voted by the proxies in their judgment. At the present time, the Board of Directors knows of no other business to be presented at the Annual Meeting. This proxy also confers
discretionary authority on the Proxy Committee of the Board of Directors to vote (1) with respect to the election of any person as director, where the nominees are unable to serve or for good cause will not serve and (2) matters incident to the
conduct of the Annual Meeting.
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Please be sure to date and sign this proxy card in the box below.
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Date
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Sign above
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Co-holder (if any) sign above
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Please sign exactly as your name appears on this card. When signing as attorney, executor, administrator, trustee or guardian, please give your full title. If shares
are held jointly, each holder may sign but only one signature is required.
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ASB BANCORP, INC. ANNUAL MEETING, MAY 23, 2013
YOUR VOTE IS IMPORTANT!
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE
SHAREHOLDERS MEETING TO BE HELD ON MAY 23, 2013
This Proxy Statement and the Companys annual report on form
10-K, as filed with
the Securities and Exchange Commission, are available
at http://www.cfpproxy.com/7073.
You can vote in one of three ways:
|
1.
|
Call
toll free 1-877-265-4030
on a Touch-Tone Phone. There is
NO CHARGE
to you for this call.
|
or
|
2.
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Via the Internet at
http://www.rtcoproxy.com/asbb
and follow the instructions.
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or
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3.
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Mark, sign and date your proxy card and return it promptly in the enclosed envelope.
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PLEASE SEE REVERSE SIDE FOR VOTING INSTRUCTIONS
(Continued, and to be marked, dated and signed, on the other side)
REVOCABLE PROXY
ASB BANCORP, INC.
ANNUAL MEETING OF SHAREHOLDERS
MAY 23, 2013
10:30 A.M., LOCAL TIME
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The
undersigned hereby appoints the official proxy committee of the Board of Directors of ASB Bancorp, Inc. (the Company), consisting of Patricia S. Smith and Stephen P. Miller, and each of them, with full power of substitution in each, to
act as proxy for the undersigned, and to vote all shares of common stock of the Company which the undersigned is entitled to vote only at the annual Meeting of Shareholders to be held on May 23, 2013 at 10:30 a.m., local time, at Asheville
Savings Banks operations and administration Center, located at 901 Smoky Park Highway, Candler, North Carolina, and at any adjournments thereof, with all of the powers the undersigned would possess if personally present at such meeting as
follows:
The above signed acknowledges receipt from ASB Bancorp, Inc., before the execution of this proxy, of a proxy
statement for the annual meeting of shareholders and an Annual Report to Shareholders for the year ended December 31, 2012.
PLEASE PROVIDE YOUR INSTRUCTIONS TO VOTE BY TELEPHONE OR THE INTERNET OR
COMPLETE, DATE, SIGN, AND MAIL THIS PROXY CARD PROMPTLY
IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
7073
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z
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Asheville Savings Bank, S.S.B. Employee Stock
Ownership Plan
VOTING INSTRUCTION CARD
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{
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YOUR VOTE IS IMPORTANT!
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VOTING INSTRUCTIONS
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Shareholders of record have three ways to vote:
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1. By Telephone (using a Touch-Tone Phone); or
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2. By Internet; or
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3. By Mail.
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To Vote by Telephone:
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Call 1-877-265-4030 Toll-Free on a Touch-Tone
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Phone anytime prior to 3 a.m., May 16, 2013.
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To Vote by Internet:
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Go to http://www.rtcoproxy.com/asbb prior to 3 a.m., May 16, 2013.
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Please note that the last vote received from a shareholder, whether by telephone, by Internet or by mail, will be the vote counted.
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Annual Meeting Materials are available at:
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http://www.cfpproxy.com/7073
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FOLD HERE IF YOU ARE VOTING BY MAIL
PLEASE DO NOT DETACH
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x
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PLEASE MARK VOTES
AS IN THIS EXAMPLE
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For
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With-
hold
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For All
Except
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For
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Against
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Abstain
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1.
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The election as directors of all nominees listed for a term of three years (unless the For All Except box is marked and the instructions below are complied
with).
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¨
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¨
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¨
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2.
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The ratification of the selection of Dixon Hughes Goodman LLP as the independent registered public accounting firm of ASB Bancorp, Inc. for the fiscal year ending
December 31, 2013.
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¨
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¨
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¨
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For
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Against
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Abstain
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(01) Suzanne S. DeFerie (02) Leslie D. Green (03) Wyatt S. Stevens
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3.
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The approval, on a non-binding advisory basis, of the compensation of the named executive officers.
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¨
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¨
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¨
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INSTRUCTION: To withhold authority to vote for any nominee(s),
mark For All Except and write that nominee(s) name(s) or
number(s) in the
space provided below.
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Every
Year
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Every
Two
Years
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Every
Three
Years
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Abstain
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4.
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The approval, on a non-binding advisory basis, of the frequency of future shareholder say on pay advisory votes.
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¨
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¨
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¨
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¨
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THE BOARD OF DIRECTORS RECOMMENDS A
VOTE FOR ALL OF THE LISTED NOMINEES AND PROPOSALS SET FORTH IN PROPOSALS 1 THROUGH 3 ABOVE; AND FOR EVERY YEAR WITH RESPECT TO PROPOSAL 4 ABOVE.
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The ESOP Trustee is hereby authorized
to vote any shares allocated
to me in its trust capacity as indicated above.
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Please date, sign and return this
form in the enclosed
postage-paid envelope no later than May 16, 2013.
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Please be sure to date and sign this card in the box below.
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Date
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Sign above
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Co-holder (if any) sign above
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Please sign exactly as your name appears on this card. .
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ASB BANCORP, INC. ANNUAL MEETING, MAY 23, 2013
YOUR VOTE IS IMPORTANT!
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE
SHAREHOLDERS MEETING TO BE HELD ON MAY 23, 2013
This Proxy Statement and the Companys annual report on form
10-K, as filed with
the Securities and Exchange Commission, are available at
http://www.cfpproxy.com/7073.
You can vote in one of three ways:
|
1.
|
Call
toll free 1-877-265-4030
on a Touch-Tone Phone. There is
NO CHARGE
to you for this call.
|
or
|
2.
|
Via the Internet at
http://www.rtcoproxy.com/asbb
and follow the instructions.
|
or
|
3.
|
Mark, sign and date your voting instruction card and return it promptly in the enclosed envelope.
|
PLEASE SEE REVERSE SIDE FOR VOTING INSTRUCTIONS
(Continued, and to be marked, dated and signed, on the other side)
Asheville Savings Bank, S.S.B. Employee Stock Ownership Plan
VOTING INSTRUCTION CARD
ASB BANCORP, INC.
ANNUAL MEETING OF SHAREHOLDERS
MAY 23, 2013
10:30 A.M., LOCAL TIME
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
I understand
that Pentegra Trust Company, the ESOP Trustee, is the holder of record and custodian of all shares of ASB Bancorp, Inc. (the Company) common stock allocated to me under the ESOP. I understand that my voting instructions are solicited on
behalf of the Companys Board of Directors for the Annual Meeting of Shareholders to be held on May 23, 2013. Accordingly, you are to vote my shares as follows (please check one):
PLEASE PROVIDE YOUR INSTRUCTIONS TO VOTE BY TELEPHONE OR THE INTERNET OR
COMPLETE, DATE, SIGN, AND MAIL THIS VOTING INSTRUCTION CARD PROMPTLY
IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
7289
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|
z
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Asheville Savings Bank, S.S.B. Retirement Savings Plan
VOTING INSTRUCTION CARD
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{
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YOUR VOTE IS IMPORTANT!
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|
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VOTING INSTRUCTIONS
|
|
|
|
|
|
|
|
Shareholders of record have three ways to vote:
|
|
|
|
|
1. By Telephone (using a Touch-Tone Phone); or
|
|
|
|
|
2. By Internet; or
|
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|
|
|
3. By Mail.
|
|
|
|
|
|
|
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To Vote by Telephone:
|
|
|
|
|
|
|
|
Call 1-877-265-4030 Toll-Free on a Touch-Tone
|
|
|
|
|
Phone anytime prior to 3 a.m., May 16, 2013.
|
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|
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To Vote by Internet:
|
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Go to http://www.rtcoproxy.com/asbb prior to 3 a.m., May 16, 2013.
|
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|
|
|
|
|
|
Please note that the last vote received from a shareholder, whether
by telephone, by Internet or by mail, will be the vote counted.
|
|
|
Annual Meeting Materials are available at:
http://www.cfpproxy.com/7073
|
|
|
FOLD HERE IF YOU ARE VOTING BY MAIL
PLEASE DO NOT DETACH
|
|
|
x
|
|
PLEASE MARK VOTES
AS IN THIS EXAMPLE
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For
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With-
hold
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For All
Except
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For
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Against
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Abstain
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|
|
|
1.
|
|
The election as directors of all nominees listed for a term of three years (unless the For All Except box is marked and the instructions below are complied
with).
|
|
¨
|
|
¨
|
|
¨
|
|
|
|
|
|
2.
|
|
The ratification of the selection of Dixon Hughes Goodman LLP as the independent registered public accounting firm of ASB Bancorp, Inc. for the fiscal year ending
December 31, 2013.
|
|
¨
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¨
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¨
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For
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Against
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Abstain
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(01) Suzanne S. DeFerie (02) Leslie D. Green (03) Wyatt S. Stevens
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|
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3.
|
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The approval, on a non-binding advisory basis, of the compensation of the named executive officers.
|
|
¨
|
|
¨
|
|
¨
|
|
|
|
|
|
|
INSTRUCTION: To withhold authority to vote for any nominee(s),
mark For All Except and write that nominee(s) name(s) or
number(s) in the
space provided below.
|
|
|
|
|
|
|
|
Every
Year
|
|
Every
Two
Years
|
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Every
Three
Years
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Abstain
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|
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|
|
|
|
|
|
|
4.
|
|
The approval, on a non-binding advisory basis, of the frequency of future shareholder say on pay advisory votes.
|
|
¨
|
|
¨
|
|
¨
|
|
¨
|
|
|
|
|
|
|
|
|
|
|
THE BOARD OF DIRECTORS RECOMMENDS A
VOTE FOR ALL OF THE LISTED NOMINEES AND PROPOSALS SET FORTH IN PROPOSALS 1 THROUGH 3 ABOVE; AND FOR EVERY YEAR WITH RESPECT TO PROPOSAL 4 ABOVE.
|
|
|
|
|
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The 401(k) Plan Trustee is hereby
authorized to vote any shares allocated
to me in its trust capacity as indicated above.
|
|
|
|
|
|
|
|
|
|
|
Please date, sign and return this
form in the enclosed
postage-paid envelope no later than May 16, 2013.
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Please be sure to date and sign this card in the box below.
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Date
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Sign above
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Co-holder (if any) sign above
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Please sign exactly as your name appears on this card.
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|
ASB BANCORP, INC. ANNUAL MEETING, MAY 23, 2013
YOUR VOTE IS IMPORTANT!
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE
SHAREHOLDERS MEETING TO BE HELD ON MAY 23, 2013
This Proxy Statement and the Companys annual report on form
10-K, as filed with
the Securities and Exchange Commission, are available at
http://www.cfpproxy.com/7073.
You can vote in one of three ways:
|
1.
|
Call
toll free 1-877-265-4030
on a Touch-Tone Phone. There is
NO CHARGE
to you for this call.
|
or
|
2.
|
Via the Internet at
http://www.rtcoproxy.com/asbb
and follow the instructions.
|
or
|
3.
|
Mark, sign and date your voting instruction card and return it promptly in the enclosed envelope.
|
PLEASE SEE REVERSE SIDE FOR VOTING INSTRUCTIONS
(Continued, and to be marked, dated and signed, on the other side)
Asheville Savings Bank, S.S.B. Retirement Savings Plan
VOTING INSTRUCTION CARD
ASB BANCORP, INC.
ANNUAL MEETING OF SHAREHOLDERS
MAY 23, 2013
10:30 A.M., LOCAL TIME
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
I understand that Pentegra Trust Company, the 401(k) Plan Trustee, is the holder of record and custodian of all shares of ASB Bancorp,
Inc. (the Company) common stock credited to my account under the Asheville Savings Bank, S.S.B. Retirement Savings Plan. I understand that my voting instructions are solicited on behalf of the Companys Board of Directors for the
Annual Meeting of Shareholders to be held on May 23, 2013. Accordingly, you are to vote my shares as follows (please check one):
PLEASE PROVIDE YOUR INSTRUCTIONS TO VOTE BY TELEPHONE OR THE INTERNET OR
COMPLETE, DATE, SIGN, AND MAIL THIS VOTING INSTRUCTION CARD PROMPTLY
IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
7288
|
|
|
|
|
|
|
z
|
|
ASB Bancorp, Inc. 2012 Equity Incentive Plan
VOTING INSTRUCTION CARD
|
|
{
|
|
|
|
|
|
|
|
YOUR VOTE IS IMPORTANT!
PLEASE VOTE BY MAY 16, 2013
VOTING INSTRUCTIONS
|
|
|
|
|
Stockholders of record have three ways to vote:
1. By Mail; or
2. By Fax; or
3. By Email.
|
|
|
|
|
To Vote by Fax:
Send to First Bankers Trust Services at 217-228-6815
Attn: Dane Jansen
To Vote by Email:
Scan
completed voting card
Send to dane.jansen@fbtservices.com
Type ASB Bancorp, Inc. Proxy Vote in the subject line.
Please note that the last vote received from a shareholder, whether by mail, by fax or by email, will be the vote counted.
|
|
|
|
|
|
Annual Meeting Materials are available at:
http://www.cfpproxy.com/7073
|
|
|
FOLD HERE IF YOU ARE VOTING BY MAIL
PLEASE DO NOT DETACH
|
|
|
x
|
|
PLEASE MARK VOTES
AS IN THIS EXAMPLE
|
|
|
|
|
|
|
|
|
|
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For
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|
With-
hold
|
|
For All Except
|
|
|
|
|
|
|
|
For
|
|
Against
|
|
Abstain
|
|
|
1. The election as directors of all nominees listed for a term of three years (unless the For
All Except box is marked and the instructions below are complied with).
|
|
¨
|
|
¨
|
|
¨
|
|
|
|
|
2. The ratification of the selection of Dixon Hughes Goodman LLP as the independent registered public accounting
firm of ASB Bancorp, Inc. for the fiscal year ending December 31, 2013.
|
|
¨
|
|
¨
|
|
¨
|
|
|
(01) Suzanne S. DeFerie
|
|
(02) Leslie D. Green
|
|
(03) Wyatt S. Stevens
|
|
|
|
|
|
|
|
For
|
|
Against
|
|
Abstain
|
|
|
INSTRUCTION: To withhold authority to vote for
any nominee(s), mark For All Except and write that nominee(s) name(s) or number(s) in the space provided below.
|
|
|
|
|
|
3. The approval, on a non-binding advisory basis, of the compensation of the named executive
officers.
|
|
¨
|
|
¨
|
|
¨
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4. The approval, on a non-binding advisory basis, of the frequency of future shareholder
say on pay advisory votes.
|
|
Every Year
|
|
Every
Two Years
|
|
Every Three Years
|
|
Abstain
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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¨
|
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¨
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¨
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¨
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL OF THE LISTED NOMINEES AND PROPOSALS SET
FORTH IN PROPOSALS 1 THROUGH 3 ABOVE; AND FOR EVERY YEAR WITH RESPECT TO PROPOSAL 4 ABOVE.
The ASB Bancorp, Inc. 2012 Equity Incentive Plan Trustee is hereby authorized to
vote any shares allocated to me in its trust capacity as indicated.
Please date, sign and return this card in the
enclosed
postage-paid envelope no later than May 16, 2013.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Please be sure to date and sign this card in the box below.
|
|
Date
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Sign above
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Please sign exactly as your name appears on this card.
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x
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y
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ASB BANCORP, INC. ANNUAL MEETING, MAY 23, 2013
YOUR VOTE IS IMPORTANT!
PLEASE VOTE BY MAY 16, 2013
IMPORTANT NOTICE REGARDING THE AVAILABILITY
OF PROXY MATERIALS FOR THE
SHAREHOLDERS MEETING TO BE HELD ON MAY 23, 2013
This Proxy Statement and the Companys annual report on form 10-K, as filed with the
Securities and Exchange Commission, are available at
http://www.cfpproxy.com/7073.
You can vote in one of three ways:
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1.
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Mark, sign and date your voting instruction card and return it promptly in the enclosed envelope.
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2.
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Send your voting instruction card via fax to First Bankers Trust Services at (217) 228-6815. Attn: Dane Jansen
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3.
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Scan your voting instruction card and email it to dane.jansen@fbtservices.com with ASB Bancorp, Inc. Proxy Vote in the subject line.
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PLEASE SEE REVERSE SIDE FOR VOTING INSTRUCTIONS
(Continued, and to be marked, dated and signed, on the other side)
ASB Bancorp, Inc. 2012 Equity Incentive Plan
VOTING INSTRUCTION CARD
ASB BANCORP, INC.
ANNUAL MEETING OF SHAREHOLDERS
MAY 23, 2013
10:30 A.M., LOCAL TIME
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
I understand that First Bankers Trust Services, the 2012 Equity Incentive Plan Trustee, is the holder of record and custodian of all
shares of ASB Bancorp, Inc. (the Company) common stock credited to my account under the ASB Bancorp, Inc. 2012 Equity Incentive Plan. I understand that my voting instructions are solicited on behalf of the Companys Board of
Directors for the Annual Meeting of Shareholders to be held on May 23, 2013. Accordingly, you are to vote my shares as follows (please check one):
PLEASE PROVIDE YOUR INSTRUCTIONS TO VOTE BY FAX OR BY EMAIL, OR
COMPLETE, DATE, SIGN, AND MAIL THIS VOTING INSTRUCTION CARD
PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
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