SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of
the
Securities Exchange Act of 1934
Filed
by
the Registrant
x
Filed
by
a Party other than the Registrant
o
Check
the
appropriate box:
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o
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Preliminary
Proxy Statement
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o
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Confidential,
for Use of the Commission Only
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x
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Definitive
Proxy Statement
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(as
permitted by Rule 14a-6(e)(2))
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o
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Definitive
Additional Materials
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o
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Soliciting Material Pursuant to Rule 14a-11(c)
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or
Rule 14a-12
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FIRST
ROBINSON FINANCIAL CORPORATION
(Name
of
Registrant as Specified In Its Charter)
(Name
of
Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
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x
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No
fee required.
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o
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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(1)
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Title
of each class of securities to which transaction applies:
N/A
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(2)
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Aggregate
number of securities to which transaction applies:
N/A
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(3)
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Per
unit price or other underlying value of transaction computed pursuant
to
Exchange Act Rule 0-11 (Set forth the amount on which the filing
fee is
calculated and state how it was determined):
N/A
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(4)
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Proposed
maximum aggregate value of transaction:
N/A
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o
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Fee
paid previously with preliminary materials: N/A
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o
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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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(1)
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Amount
Previously Paid:
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(2)
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Form,
Schedule or Registration Statement
No.:
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[FIRST
ROBINSON FINANCIAL CORPORATION LETTERHEAD]
June
23,
2008
Dear
Fellow Stockholder:
On
behalf
of the Board of Directors and management of First Robinson Financial
Corporation, I cordially invite you to attend the annual meeting of
stockholders. The meeting will be held at 9:00 a.m. on July 24, 2008 at the
Company’s office located at 501 East Main Street, Robinson, Illinois.
An
important aspect of the meeting process is the stockholder vote on corporate
business items. I urge you to exercise your rights as a stockholder to vote
and
participate in this process. This year stockholders are being asked to vote
on
the election of two directors and the ratification of the appointment of
independent auditors for the fiscal year ending March 31, 2009. The Board of
Directors unanimously recommends that you cast your vote
“FOR”
with
respect to these two matters.
In
addition to the annual stockholder vote on corporate business items, the meeting
will include management’s report to you on the First Robinson Financial
Corporation’s 2008 financial and operating performance.
I
encourage you to attend the meeting in person. Whether or not you attend the
meeting,
please
read the enclosed proxy statement and then complete, sign and date the enclosed
proxy card and return it in the postage prepaid envelope
provided
.
This
will save First Robinson Financial Corporation additional expense in soliciting
proxies and will ensure that your shares are represented. You may vote in person
at the meeting even if you have previously returned a proxy.
Thank
you
for your attention to this important matter.
Sincerely,
RICK
L.
CATT
President
and Chief Executive Officer
First
Robinson Financial Corporation
501
East
Main Street
Robinson,
Illinois 62454
(618)
544-8621
NOTICE
OF
ANNUAL MEETING OF STOCKHOLDERS
To
be
Held on July 24, 2008
Notice
is
hereby given that the annual meeting of stockholders (the “Meeting”) of First
Robinson Financial Corporation (the “Company”) will be held at the Company’s
office located at 501 East Main Street, Robinson, Illinois at 9:00 a.m.,
Robinson, Illinois time, on July 24, 2008.
A
proxy card and a proxy statement for the Meeting are
enclosed.
The
Meeting is for the purpose of considering and acting upon:
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1.
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The
election of two (2) directors of the Company;
and
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2.
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The
ratification of the appointment of BKD, LLP as auditors of the Company
for
the fiscal year ending March 31,
2009;
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and
such
other matters as may properly come before the Meeting, or any adjournments
or
postponements thereof. The Board of Directors is not aware of any other business
to come before the Meeting.
As
set
forth in the Company’s bylaws, action may be taken on the foregoing proposals at
the Meeting on the date specified above, or on any date or dates to which the
Meeting may be adjourned or postponed. Stockholders of record at the close
of
business on June 6, 2008 are the stockholders entitled to vote at the Meeting
and any adjournments or postponements thereof. A complete list of stockholders
entitled to vote at the Meeting will be available at the main office of the
Company during the ten days prior to the Meeting, as well as at the
Meeting.
Please
complete and sign the enclosed form of proxy, which is solicited on behalf
of
the Board of Directors, and mail it promptly in the enclosed envelope. The
proxy
will not be used if you attend and vote at the Meeting in person.
BY
ORDER
OF THE BOARD OF DIRECTORS
Rick
L.
Catt
President
and Chief Executive Officer
Robinson,
Illinois
June
23,
2008
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IMPORTANT:
THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE
EXPENSE
OF
FURTHER REQUESTS FOR PROXIES TO ENSURE A QUORUM AT THE
MEETING.
A
SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR
CONVENIENCE.
NO
POSTAGE IS REQUIRED IF MAILED WITHIN THE UNITED
STATES.
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First
Robinson Financial Corporation
501
East
Main Street
Robinson,
Illinois 62454
(618)
544-8621
PROXY
STATEMENT
ANNUAL
MEETING OF STOCKHOLDERS
To
be
held on July 24, 2008
This
proxy statement is furnished in connection with the solicitation, on behalf
of
the Board of Directors of First Robinson Financial Corporation (the “Company”),
the parent company of First Robinson Savings Bank, National Association (the
“Bank”), of proxies to be used at the annual meeting of stockholders of the
Company (the “Meeting”) which will be held at the Company’s office located at
501 East Main Street, Robinson, Illinois on July 24, 2008, at 9:00 a.m.,
Robinson, Illinois time, and all adjournments or postponements of the Meeting.
The accompanying Notice of Annual Meeting of Stockholders and this proxy
statement are first being mailed to stockholders on or about June 23, 2008.
At
the
Meeting, stockholders of the Company are being asked to consider and vote upon
the election of two directors and the ratification of the appointment of BKD,
LLP (“BKD”) as independent auditors for the Company for the fiscal year ending
March 31, 2009.
Your
Voting Rights
We
have
fixed the close of business on June 6, 2008 as the record date for the Meeting.
Only stockholders of record of Company common stock on that date are entitled
to
notice of and to vote at the Meeting. You are entitled to one vote for each
share of the Company’s common stock you own. On June 6, 2008, 460,656 shares of
the Company’s common stock were outstanding and entitled to vote at the annual
meeting.
If
you
are the beneficial owner of shares held in “street name” by a broker, bank or
other nominee, your nominee, as the record holder of the shares, is required
to
vote the shares in accordance with your instructions. If you do not give
instructions to your nominee, your nominee will nevertheless be entitled to
vote
the shares with respect to “discretionary” items, but will not be permitted to
vote your shares with respect to “non-discretionary” items. In the case of
non-discretionary items, the shares will be treated as “broker non-votes.” Both
the election of directors and the ratification of auditors are considered
“discretionary” items and, therefore, your broker may vote your shares without
instructions from you.
We
maintain an Employee Stock Ownership Plan (“ESOP”) which, as of June 6, 2008,
owned approximately 13.8% percent of the Company’s outstanding common stock. We
also maintain a 401(k) plan (the “401(k)”) which, as of June 6, 2008, owned
approximately 5.3% percent of the Company’s outstanding common stock. We refer
to the ESOP and the 401(k) in this proxy statement collectively as the “Plans.”
Employees of the Company and the Bank participate in the Plans. First Bankers
Trust Services, Inc. is the trustee of the Plans (“Trustee”). Each Plan
participant instructs the Trustee how to vote the shares of the Company’s common
stock allocated to his or her account(s) under the Plans. If a participant
in
one of the Plans properly executes the voting instruction card distributed
by
the Trustee, the Trustee will vote such participant’s shares in accordance with
the stockholder’s instructions. Where properly executed voting instruction cards
are returned to the Trustee with no specific instruction as how to vote at
the
Meeting, the Trustee will vote the shares “FOR” the election of each of
management’s director nominees and “FOR” the ratification of the appointment of
BKD as independent auditors for the fiscal year ending March 31, 2009. In the
event a participant in the Plans fails to give timely voting instructions to
the
Trustee with respect to the voting of the common stock that is allocated to
his
or her accounts in the Plans, the Trustee shall vote such shares “FOR” each of
management’s director nominees and “FOR” the ratification of the appointment of
BKD. The Trustee will vote the shares of common stock held in the ESOP but
not
allocated to any participant’s account in the same proportion as directed by the
ESOP participants who directed the trustee as to the manner of voting their
allocated shares in the ESOP with respect to each such proposal.
Votes
Required to Approve the Proposals
Directors
are elected by a plurality of the votes present in person or represented by
proxy at the Meeting and entitled to vote on the election of directors. The
two
director nominees with the most affirmative votes will be elected to fill the
two available director positions. If you vote “Withheld” with respect to the
election of one or more director nominees, your shares will not be voted with
respect to the person or persons indicated, although they will be counted for
purposes of determining whether there is a quorum.
Ratification
of the appointment of BKD as our independent auditors for the fiscal year ending
March 31, 2009 requires the affirmative vote of the majority of shares cast,
in
person or by proxy, at the Meeting. Stockholder abstentions on the proposal
to
ratify the appointment of BKD as our independent auditors will have the same
effect as a vote against the proposal, while broker non-votes will have no
effect on the outcome of the vote. One-third of the shares of the common stock,
present in person or represented by proxy, shall constitute a quorum for
purposes of the Meeting. Abstentions and broker non-votes are counted for
purposes of determining a quorum.
The
Board of Directors unanimously recommends that you vote “FOR” the election of
each of management’s director nominees and “FOR” the proposal to ratify BKD as
our independent auditors for the fiscal year ending March 31, 2009.
How
to Vote
You
may
vote in person at the Meeting or by proxy. To ensure your representation at
the
Meeting, we recommend you vote as soon as possible by proxy even if you plan
to
attend the Meeting. If you plan to attend the Meeting and wish to vote in
person, we will give you a ballot at the Meeting. However, if your shares are
held in the name of your broker, bank or other nominee, you must bring a letter
from the nominee indicating that you were the beneficial owner of the Company’s
common stock on June 6, 2008, the record date for voting at the Meeting. See
“-
How to Revoke Your Proxy and Change Your Vote” below.
Shares
of
the Company’s common stock represented by properly executed proxies will be
voted by the individuals named in such proxy in accordance with the
stockholder’s instructions. Where properly executed proxies are returned to the
Company with no specific instruction as how to vote at the Meeting, the persons
named in the proxy will vote the shares “FOR” the election of each of
management’s director nominees and “FOR” the proposal to ratify the appointment
of BKD as our independent auditors for the fiscal year ending March 31, 2009.
Voting instructions are included on your proxy card. If your shares are
registered in the name of a broker, bank or other nominee, you should follow
the
instructions set forth on the voting instruction form provided to
you.
In
accordance with the Company’s bylaws, the persons named in the proxy will have
the discretion to vote on any other business properly presented for
consideration at the Meeting in accordance with their best judgment. We are
not
aware of any other matters to be presented at the Meeting other than those
described in the Notice of Annual Meeting of Stockholders accompanying this
document.
You
may
receive more than one proxy card depending on how your shares are held. For
example, you may hold some of your shares individually, some jointly with your
spouse and some in trust for your children -- in which case you will receive
three separate proxy cards to vote.
How
to Revoke Your Proxy and Change Your Vote
If
you
are a registered stockholder, you may revoke your proxy and change your vote
at
any time before your proxy is voted at the Meeting by: (i) filing with the
Secretary of the Company at or before the Meeting a written notice of revocation
bearing a later date than the proxy, (ii) duly executing a subsequent proxy
relating to the same shares and delivering it to the Secretary of the Company
at
or before the Meeting, or (iii) attending the Meeting and voting in person
(although attendance at the Meeting will not in and of itself constitute
revocation of a proxy). Any written notice revoking a proxy should be delivered
to the Secretary, First Robinson Financial Corporation, 501 East Main Street,
Robinson, Illinois, 62454. If your shares are registered in the name of a
broker, bank or other nominee, you should follow the instructions set forth
on
the voting instruction form provided to you.
Proxy
Solicitation Costs
We
will
pay our own costs of soliciting proxies. In addition to this mailing, our
directors, officers and employees may also solicit proxies personally,
electronically or by telephone; they will receive no additional compensation
for
such efforts. We will also reimburse brokers and other nominees for their
expenses in sending these materials to you and obtaining your voting
instructions.
Voting
Securities and Certain Holders Thereof
The
following table presents information regarding the beneficial ownership of
the
Company’s common stock as of June 6, 2008, by:
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•
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those
persons or entities (or group of affiliated persons or entities)
known by
management to beneficially own more than five percent (5%) of the
outstanding common stock of the
Company;
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•
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each
director and director nominee of the
Company;
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•
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each
executive officer of the Company named in the Summary Compensation
Table
appearing under “Executive Compensation” below;
and
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•
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all
of the executive officers and directors of the Company as a
group.
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The
persons named in this table have sole voting power for all shares of common
stock shown as beneficially owned by them, subject to community property laws
where applicable and except as indicated in the footnotes to this table. The
address of each of the beneficial owners is 501 East Main Street, Robinson,
Illinois 62454.
Beneficial
ownership is determined in accordance with the rules of the Securities and
Exchange Commission (the “SEC”). In computing the number of shares beneficially
owned by a person and the percentage ownership of that person, shares of common
stock subject to outstanding options held by that person that are currently
exercisable or exercisable within 60 days after June 6, 2008 are deemed
outstanding. Such shares, however, are not deemed outstanding for the purpose
of
computing the percentage ownership of any other person.
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Common
Shares
Beneficially
Owned
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Beneficial
Owner
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Number
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Percent
(%)
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First
Robinson Financial Corporation Employee Stock Ownership Plan
(1)
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63,694
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13.8
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%
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First
Robinson Savings Bank, NA 401(k) Retirement Savings Plan
(2)
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24,355
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5.3
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Rick
L. Catt, Director, President & Chief Executive Officer
(3)
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18,922
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4.1
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J.
Douglas Goodwine, Director
(4)
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8,365
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1.8
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Robin
E. Guyer, Director
(5)
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1,884
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*
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Steven
E. Neeley, Director
(6)
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41,134
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8.9
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Scott
F. Pulliam, Director
(7)
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21,073
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4.6
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William
K. Thomas, Director
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19,436
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4.2
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William
Holt, Vice President
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3,920
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*
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Directors
and executive officers of the Company and the Bank,
as
a group (10 persons)
(8)
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137,562
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30.0
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*
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Indicates
less than one percent (1%).
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(1)
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Represents
shares held by the Employee Stock Ownership Plan (“ESOP”), all of which
have been allocated to accounts of participants according to a Schedule
13G (Amendment No. 5) filed on February 14, 2008 (the “ESOP 13G”), by
First Bankers Trust Services, Inc., the trustee of the ESOP (the
“Trustee”). The number of shares reflected in the table above reflects
certain activity after the filing of ESOP 13G and was provided to
the
Company by the Trustee. The Trustee may be deemed beneficially to
own the
shares held by the ESOP; however the Trustee disclaims such beneficial
ownership.
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(2)
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Represents
shares held by the First Robinson Savings Bank, NA 401(k) Retirement
Savings Plan (“401(k)”) according to a Schedule 13G (Amendment No. 5)
filed on February 14, 2008 by First Bankers Trust Services, Inc.,
the
trustee of the 401(k).
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(3)
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Includes
92 shares as to which Mr. Catt has reported shared voting and dispositive
power.
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(4)
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Includes
2,980 shares as to which Mr. Goodwine has reported shared voting
and
dispositive power.
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(5)
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Includes
250 shares Mr. Guyer has reported no voting nor dispositive power
as they
are owned by his wife.
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(6)
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Includes
40,500 shares as to which Mr. Neeley has reported shared voting and
dispositive power.
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(7)
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Includes
1,466 shares as to which Mr. Pulliam has reported shared voting and
dispositive power. Also, includes 3,138 shares Mr. Pulliam has reported
no
voting nor dispositive power as the shares are held in his wife’s IRA.
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(8)
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Amount
includes shares held directly, as well as shares held jointly with
family
members, shares held in retirement accounts, shares allocated to
the ESOP
accounts of the group members, held in a fiduciary capacity or by
certain
family members, with respect to which shares the group members may
be
deemed to have sole voting and/or investment power.
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PROPOSAL
I - ELECTION OF DIRECTORS
The
Company’s Board of Directors is presently composed of six members, classified
into three groups, each of whom is also a director of the Bank. Directors of
the
Company are generally elected to serve for a three-year term or until their
respective successors shall have been elected and qualified. One-third of the
directors are elected annually. Prior to January 22, 2008, the Board was
composed of seven directors. After Mr. Inboden’s resignation from the Board in
January, 2008, the Board passed a resolution to change the Board’s composition
to six directors.
The
following table sets forth certain information regarding the composition of
the
Company’s Board of Directors, including their terms of office and the nominees
for election as directors. The nominating committee has recommended and approved
the nominees identified below. It is intended that the proxies solicited on
behalf of the Board of Directors (other than proxies in which the vote is
withheld as to the nominees) will be voted at the Meeting
“FOR”
the
election of the nominees identified in the following table. If such nominees
are
unable to serve, the shares represented by all such proxies will be voted for
the election of such substitutes as the Board of Directors may recommend. At
this time, the Board of Directors knows of no reason why any of the nominees
might be unable to serve, if elected. Except as described herein, there are
no
arrangements or understandings between any director or nominee and any other
person pursuant to which such director or nominee was selected.
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Name
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Age
(1)
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Position(s)
Held
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Director
Since
(2)
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Term
to
Expire
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NOMINEES
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Rick
L. Catt
Steven
E. Neeley
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55
54
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Director,
President and
Chief
Executive Officer
Director
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1989
2001
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2011
2011
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DIRECTORS
CONTINUING IN OFFICE
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J.
Douglas Goodwine
Robin
E. Guyer
Scott
F. Pulliam
William
K. Thomas
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46
60
51
63
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Director
Director
Director
Chairman
of the Board
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1993
2001
1985
1988
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2009
2009
2010
2010
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(1)
At
March 31, 2008.
(2)
Includes
service as a director of the Bank.
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The
business experience of each director and director nominee is set forth below.
All directors have held their present positions for at least the past five
years, except as otherwise indicated.
Scott
F. Pulliam.
Since
1983, Mr. Pulliam has practiced as a public accountant in the Robinson, Illinois
area.
William
K. Thomas.
Since
1976, Mr. Thomas has practiced as an attorney in the Robinson, Illinois
area.
J.
Douglas Goodwine.
Mr.
Goodwine is a funeral director and President of Goodwine Funeral Homes, Inc.,
positions he has held since 1986.
Robin
E. Guyer.
Since
1997, Mr. Guyer has served as the President of Bunker Hill Supply Co., an
agricultural services company located in Hutsonville, Illinois.
Rick
L. Catt.
Mr. Catt
is President and Chief Executive Officer of the Company and the Bank, positions
he has held with the Company since its inception in March 1997 and with the
Bank
since 1989.
Steven
E. Neeley.
Mr.
Neeley is the owner of Senco Construction, Inc., an industrial construction
company located in Robinson, Illinois.
COMMUNICATING
WITH OUR DIRECTORS
Although
the Company has not to date developed formal processes by which shareholders
may
communicate directly with directors, it believes that the informal process,
pursuant to which any communication addressed to the Board at the Company’s
offices at 501 East Main Street, Robinson, Illinois 62454, in care of Investor
Relations, the Chairman of the Board, President or other corporate officer
is
forwarded to the Board, has served the Board’s and shareholder’s needs. There
currently is no screening process, and all shareholder communications that
are
received by officers for the Board’s attention are forwarded to the Board. In
view of recently adopted SEC disclosure requirements relating to this issue,
the
Board may consider development of more specific procedures. Until any other
procedures are developed, any communications to the Board should be sent to
it
in care of Investor Relations.
Board
of Directors’ Meetings and Committees
Board
and Committee Meetings of the Company.
Meetings
of the Company’s Board of Directors are generally held on a monthly basis. The
Board of Directors met 14 times during the fiscal year ended March 31, 2008.
During fiscal 2008, no director of the Company attended fewer than 75% of the
aggregate of the total number of Board meetings and the total number of meetings
held by the committees of the Board of Directors on which he served.
The
Board
of Directors of the Company has standing Audit, Nominating and Compensation
Committees. The Company does not have a standing executive committee.
The
Audit
Committee of the Company operates under a written charter adopted by the full
Board of Directors. Each member of the Audit Committee is “independent” as such
term is defined by applicable SEC and NASDAQ Marketplace rules. This committee,
among other things, selects our independent auditors, determines the scope
of
the annual audits, determines fees to be paid to the auditors, oversees the
entire audit function for the Company, both internal and independent, and
overseas the Company’s accounting and internal control systems. The current
members of this committee are Directors Pulliam, Neeley, Guyer, and Goodwine.
In
addition, the Board of Directors has determined that Mr. Pulliam qualifies
as an
“audit committee financial expert.” The Board has determined that Scott Pulliam,
based upon his experience, training and education, qualifies as an audit
committee financial expert by virtue of the fact that he has (a) an
understanding of generally accepted accounting principles (“GAAP”) and financial
statements; (b) the ability to assess the general application of GAAP in
connection with accounting for estimates, accruals and reserves; (c) experience
preparing, auditing, analyzing or evaluating financial statements that present
a
breadth and level of complexity of accounting issues that are generally
comparable to the breadth and complexity of issues that can reasonably be
expected to be raised by the Company's financial statements as well as
experience actively supervising one or more persons engaged in such activities;
(d) an understanding of internal controls and procedures for financial
reporting; and (e) an understanding of audit committee functions. The Board
further determined that Mr. Pulliam is independent of management pursuant to
applicable SEC rules and NASDAQ listing standards regarding the independence
of
board and audit committee members. All of the current members of the Audit
Committee are non-employee directors who: (1) meet the criteria for independence
set forth in Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”) and Rule 4200 of the NASDAQ Marketplace Rules; (2)
have not participated in the preparation of the financial statements of the
Company or any of its current subsidiaries at any time during the past three
years; and (3) are able to read and understand fundamental financial statements,
including a company’s balance sheet, income statement and cash flow statement.
This committee met 5 times during fiscal year 2008.
Prior
to
June 15, 2004, the entire Board of Directors acted as the Nominating Committee
to nominate candidates for membership on the Board of Directors. On June 15,
2004, the Board of Directors established a Nominating Committee. For purposes
of
nominating the Director Nominees for the 2008 Annual Meeting, the Nominating
Committee consisted of Directors Pulliam, Goodwine, and Guyer. This Nominating
Committee met 1 time during the fiscal year ended March 31, 2008. The Nominating
Committee acts pursuant to a written charter adopted by the Board of Directors
on June 15, 2004.
The
Nominating Committee is responsible generally for ensuring that the Board of
Directors and its committees are appropriately constituted in order to conform
with applicable legal requirements. Responsibilities of the Nominating Committee
include selecting or recommending to the Board of Directors candidates for
the
Board of Directors and committees thereof. The Nominating Committee will
consider candidates who are recommended by qualifying shareholders in accordance
with the Company’s Bylaws. For consideration, candidates must meet the criteria
and qualifications specified by the Nominating Committee from time to time,
including strength of character, mature judgment, career specialization,
relevant technical skills, diversity, the extent to which the candidate would
fill a present need on the Board of Directors, and being eligible under
standards established by the SEC or relevant law. These criteria apply to all
nominees, whether recommended by a shareholder, management or search firm.
Recommendations must be in writing and addressed to the Nominating Committee
in
care of the Company at 501 East Main Street, P.O. Box 8598, Robinson, Illinois
62454. The current members of the Nominating Committee, who are Scott F.
Pulliam, J. Douglas Goodwine and Robin E. Guyer, are “independent” as such term
is defined in applicable SEC and NASDAQ Marketplace rules.
While
the
Nominating Committee will consider nominees recommended by stockholders, the
Nominating Committee has not actively solicited such nominations. Pursuant
to
the Company’s Bylaws, nominations for directors by stockholders must be made in
writing and delivered to the Secretary of the Company at least 30 days prior
to
the meeting date provided, however, that in the event that less than 40 days’
notice of the date of the meeting is given or made to stockholders, notice
to be
timely must be so received not later than the close of business on the tenth
day
following the day on which such notice of the date of the meeting was mailed
and
such written nomination must contain certain information specified in the
Company’s Bylaws.
The
Compensation Committee establishes the Company’s compensation policies and
reviews compensation matters. The current members of this committee are
Directors Pulliam, Goodwine and Thomas. No executive officers of the Company
are
members of the Compensation Committee although from time to time the Committee
may consult with such individuals as appropriate. This committee did not meet
during fiscal 2008 and did not use compensation consultants to determine or
recommend director or executive compensations. All members of our Compensation
Committee are “independent” as the term is defined by applicable SEC and NASDAQ
Marketplace rules.
Board
and Committee Meetings of the Bank.
The
Bank’s Board of Directors meets at least monthly. During the fiscal year ended
March 31, 2008, the Board of Directors held 17 meetings. No director attended
fewer than 75% of the total meetings of the Board of Directors and committees
on
which such Board member served during fiscal 2008.
The
Bank
has standing Loan, Building, Nominating, Audit, Personnel and
Investment/Asset-Liability Committees.
The
Loan
Committee is comprised of all directors. It meets on an as needed basis to
review loan requests generally in excess of $250,000. This committee met 11
times during fiscal 2008.
The
Building Committee is responsible for overseeing the Bank’s building, grounds,
maintenance, repairs and the like. It is composed of Directors Catt and Neeley.
This committee met 3 times during fiscal 2008.
The
entire Board of Directors acts as the Nominating Committee to nominate
individuals for election to the Bank’s Board of Directors. The committee met 1
time during fiscal 2008.
The
Audit
Committee, composed of Directors Pulliam, Neeley, Guyer and Goodwine, reviews
and receives audit findings from the Bank’s internal and external auditors. This
committee met 12 times in fiscal 2008.
The
Personnel Committee, composed of Directors Goodwine, Pulliam and Catt, reviews
personnel evaluations and recommends salary adjustments to the entire Board
of
Directors. This committee met 12 times in fiscal 2008.
The
Investment/Asset-Liability Committee, composed of Director Catt and Vice
Presidents Jamie E. McReynolds, William D. Sandiford and W. E. Holt, and
Assistant Vice President Stacie Ogle, oversees the Bank’s risk management and
liquidity/funds management position. They also review the purchases and sales
of
investments. This committee met 12 times in fiscal 2008.
The
Company is incorporated in Delaware and has held its annual meetings in Illinois
since its incorporation. Senior members of management have been present at
each
annual meeting to meet with shareholders and answer any questions. Historically,
shareholder attendance has been limited, which we attribute to our policy of
regular and detailed communications with our shareholders and investors through
meeting with management and other investor relations activities. Last year’s
annual meeting was attended by all directors. In view of the fact that
shareholders have not historically attended our annual meetings, and that a
high
percentage of directors generally are present at the annual meeting, we have
not
adopted a policy regarding the attendance of directors at the annual
meeting.
Code
of Ethics
The
Company has adopted a Code of Ethics and Business Conduct within the meaning
of
Item 406(b) of Regulation S-K, which is applicable to all employees and members
of the Board of Directors, including the Company’s principal executive officer,
principal financial officer, principal accounting officer and others performing
similar functions. A copy of the Code of Ethics and Business Conduct may be
obtained, without charge, from the Company by submitting a written request
to
“Secretary, First Robinson Financial Corporation, 501 East Main Street,
Robinson, Illinois 62454.” If we make substantive amendments to the Code of
Ethics and Business Conduct or grant any waiver, including any implicit waiver
of any provision of the code, we will timely disclose the nature of such
amendment or waiver in a report on Form 8-K.
Report
of the Audit Committee of the Board of Directors
Notwithstanding
anything to the contrary set forth in any of the Company’s previous or future
filings with the SEC that might incorporate this proxy statement, in whole
or in
part, the following report shall not be deemed to be incorporated by reference
into any filing under the Securities Act of 1933, as amended, or the Exchange
Act and shall not otherwise be deemed filed under such Acts.
The
Company’s Audit Committee has reviewed and discussed with management the audited
financial statements of the Company for the year ended March 31, 2008. In
addition, the Committee has discussed with BKD, the independent auditing firm
for the Company, the matters required by Statement on Auditing Standards No.
61,
Communications with Audit Committees.
The
Committee has also received the written disclosures from BKD required by
Independence Standard No. 1, and have discussed with BKD its independence from
the Company.
Based
on
the foregoing discussions and reviews, the Committee has recommended to the
Company’s Board of Directors that the audited financial statements be included
in the Company’s Annual Report on Form 10-KSB for the year ended March 31,
2008.
Respectfully
submitted,
The
Audit
Committee
Scott
F. Pulliam
J.
Douglas Goodwine
Robin
E. Guyer
Steven
E. Neeley
Director
Compensation
The
following table sets forth information concerning the compensation paid or
accrued by the Company for services rendered by its directors during the last
fiscal year.
|
Name
|
|
Fees
Earned
or
Paid in
Cash
($)
|
|
All
Other
Compensation
($)
|
|
Total
($)
|
|
|
J.
Douglas Goodwine
|
|
|
14,200
|
|
|
2,000
|
|
|
16,200
|
|
|
Robin
E. Guyer
|
|
|
14,600
|
|
|
2,000
|
|
|
16,600
|
|
|
Donald
K. Inboden*
|
|
|
10,525
|
|
|
2,000
|
|
|
12,525
|
|
|
Steven
E. Neeley
|
|
|
14,700
|
|
|
2,000
|
|
|
16,700
|
|
|
Scott
F. Pulliam
|
|
|
15,600
|
|
|
2,000
|
|
|
17,600
|
|
|
William
K. Thomas
|
|
|
13,500
|
|
|
2,000
|
|
|
15,500
|
|
|
Rick
L. Catt
|
|
|
8,700
|
|
|
2,000
|
|
|
10,700
|
|
Each
non-employee director is paid a monthly fee of $1,000 for attendance at all
regular, committee and special meetings of the Bank. The Chairman of the Board
receives $1,075 per month and Director Thomas receives $900 per month, as he
is
not a member of the Audit Committee. If a regular meeting is missed by a
director, $500 is deducted from the monthly fee. If a scheduled committee
meeting is missed, $100 is deducted from the monthly fee. Employee directors
receive a monthly fee of $500 for attendance at all regular meetings. Employee
directors do not receive fees for participation on any committees. Each
director, non-employee and employee, is also paid $225 monthly by the Company
in
addition to the fee paid by the Bank. Mr. Catt is paid $8,700 per year for
his
service on the Board of Directors.
*Mr.
Inboden resigned from the Board on January 11, 2008.
Executive
Officers Who are not Directors
The
business experience for at least the previous five years for the executive
officers who do not serve as directors is set forth below.
Jamie
E. McReynolds.
Ms.
McReynolds, age 44, currently serves as a Vice President, Chief Financial
Officer, Secretary and Treasurer of the Company and Bank. She has been employed
by the Bank in various capacities since 1986.
Leslie
Trotter, III.
Mr.
Trotter, age 53, currently serves as a Vice President of the Bank. Mr. Trotter
has been employed by the Bank since 1978.
W.
E. Holt.
Mr.
Holt, age 61, currently serves as Vice President and Senior Loan Officer for
the
Bank, a position he has held since April 1998. From 1974 to March 1998, Mr.
Holt
was employed at a national bank in Oblong, Illinois. In the later years at
the
national bank, he served as a Cashier and a Senior Vice President. He also
served on the board of a national bank from 1989 to 1998.
William
D. Sandiford.
Mr.
Sandiford, age 50, currently serves as a Vice President of the Bank, a position
he has held since 1995.
Executive
Compensation
The
following table sets forth information concerning the compensation paid or
accrued by the Company for services rendered by the Company’s and the Bank’s
Chief Executive Officer and one other executive officer. No other executive
officers of the Company or the Bank had aggregate compensation (salary plus
bonus) in excess of $100,000 for the fiscal year ended March 31, 2008.
Summary
Compensation Table
|
Name
and Principal
Position
|
|
Fiscal
Year
|
|
Salary
(1)
($)
|
|
Bonus
($)
|
|
Stock
Awards
($)
|
|
Option
Awards
($)
|
|
Non-Equity
Incentive Plan Compensation
($)
|
|
Nonqualified
Deferred Compensation Earnings
($)
|
|
All
Other Compensation
($)
|
|
Total
($)
|
|
|
Rick
L. Catt, President and Chief Executive Officer
|
|
|
2008
|
|
|
119,033
|
|
|
8,935
|
|
|
______
|
|
|
_____
|
|
|
_____
|
|
|
_____
|
|
|
24,421
|
(2)
|
|
152,389
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
114,012
|
|
|
355
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
31,383
|
(3)
|
|
145,750
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006
|
|
|
110,138
|
|
|
355
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
-
|
|
|
19,363
|
(4)
|
|
129,856
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
WE
Holt, Vice President and Senior Loan Officer
|
|
|
2008
|
|
|
88,088
|
|
|
12,987
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,774
|
(5)
|
|
108,849
|
|
|
(1)
|
Includes
salary and board fees in the amount of $8,7000.
|
|
(2)
|
Includes
$1,856 of disability and life premiums paid by the Bank. The Bank
made
$2,000 in contributions to Mr. Catt’s Director Retirement Plan account and
$1,387 in discretionary contributions pursuant to the Bank’s 401(k) Plan.
There was no contribution to the ESOP on behalf of Mr. Catt for
this
fiscal year as the ESOP was fully allocated as of December 31,
2006. Also
included in this amount is $17,237 for the value related to the
personal
use of a vehicle purchased by the Company for Mr. Catt’s use and $1,941
for membership dues paid by the
Bank.
|
|
(3)
|
Includes
$4,224 of disability, health and life premiums paid by the Bank.
The Bank
made $2,000 in contributions to Mr. Catt’s Director Retirement Plan
account and $1,070 in discretionary contributions pursuant to the
Bank’s
401(k) Plan. This amount also represents the Company’s contributions to
the ESOP on behalf of Mr. Catt. At March 31, 2007, the value of
the shares
of the Company’s common stock allocated to Mr. Catt under the ESOP was
$14,516. Also included in this amount is $9,573 for the value related
to
the personal use of a vehicle purchased by the Company for Mr.
Catt’s
use.
|
|
(4)
|
Includes
$5,221 of disability, health and life premiums paid by the Bank.
The Bank
made $2,000 in contributions to Mr. Catt’s Director Retirement Plan
account and $1,034 in discretionary contributions pursuant to the
Bank’s
401(k) Plan. This amount also represents the Company’s contributions to
the ESOP on behalf of Mr. Catt. At March 31, 2006, the value of
the shares
of the Company’s common stock allocated to Mr. Catt under the ESOP was
$11,108.
|
|
(5)
|
Includes
$5,969 of disability, health and life premiums paid by the Bank.
The Bank
made $1,241 in discretionary contributions pursuant to the Bank’s 401(k)
Plan. In addition, it includes $564 for membership
dues.
|
Bonuses
of $8,935 and $7,435 paid to Mr. Catt and Mr. Holt, respectively, as well as
all
full-time employees, were based on the performance of the bank compared to
budget and the increase in the market share of deposits. Mr. Holt also received
a bonus of $5,552 for the increase in loans receivable when comparing fiscal
year-ends March 31, 2008 to March 31, 2007.
The
Company did not grant any stock options or stock appreciation rights to Mr.
Catt
nor Mr. Holt in the fiscal year ended March 31, 2008. As of March 31, 2008,
neither Mr. Catt nor Mr. Holt had any unexercised options.
Equity
Compensation Plan Information
The
following table contains information about our Common Stock that may be issued
upon the exercise of options, warrants or rights under all of our equity
compensation plans as of March 31, 2008.
|
Plan
Category
|
|
Number of
Securities
to be Issued Upon
Exercise of
Outstanding
Options,
Warrants and Rights
(A)
|
|
Weighted
Average
Exercise Price
of
Outstanding
Options,
Warrants and
Rights
(B)
|
|
Number of Securities
Remaining Available for
Future Issuance Under
Equity
Compensation Plans
(excluding Securities
reflected in column (A))
(C)
|
|
|
Equity
Compensation Plans Approved by Stockholders(1)
|
|
|
10,190
|
|
$
|
17.25
|
|
|
13,583
|
|
|
Equity
Compensation Plans Not Approved by Stockholders(2)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
|
10,190
|
|
$
|
17.25
|
|
|
13,583
|
|
(1)
The
Company’s stock option plan has a term of ten years and was approved by
stockholders on July 29, 1998.
(2)
The
Company has no equity compensation plans that were not approved by
stockholders.
The
following table summarizes certain information concerning unexercised options,
stock that has not yet vested, and equity incentive plan awards for executive
officers outstanding as of March 31, 2008.
OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR-END
|
|
|
Option
Awards
|
|
Stock
Awards
|
|
|
Name
|
|
Number
of
Securities Underlying Unexercised Options
(#)
Exercisable
|
|
Number
Of
Securities
Underlying Unexercised Options
(#)
Unexercisable
|
|
Equity
Incentive
Plan
Awards:
Number
of
Securities
Underlying
Unexercised
Unearned
Options
(#)
|
|
Option
Exercise
Price
($)
|
|
Option
Expiration
Date
|
|
Number
of
Shares
or
Units
of
Stock
That
Have
Not
Vested
(#)
|
|
Market
Value
of Shares
or
Units
of
Stock
That
Have
Not
Vested
(#)
|
|
Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units
or Other
Rights
That
Have
Not
Vested
(#)
|
|
Equity
Incentive
Plan
Awards:
Market or Payout
Value
of
Unearned
Shares,
Units
or Other
Rights
That
Have
Not
Vested
($)
|
|
|
Rick
L. Catt
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17.25
|
|
|
07/29/08
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
W.E.
Holt
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17.25
|
|
|
07/29/98
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Leslie
Trotter III
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17.25
|
|
|
07/29/08
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
William
Sandiford
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17.25
|
|
|
07/29/08
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Jamie
McReynolds
|
|
|
1,500
|
|
|
—
|
|
|
—
|
|
|
17.25
|
|
|
07/29/08
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Report
of the Compensation Committee of the Board of Directors
This
report is submitted by the Compensation Committee, which is responsible for,
among other things, establishing and overseeing the Company’s 1998 Stock Option
Plan. The Compensation Committee currently is composed of Directors Pulliam,
Goodwine and Thomas, none of whom are employees of the Company and each of
whom
qualify as an “independent director” as such term is defined in the rules and
regulations of the NASDAQ Stock Market, Inc.
General
Compensation Policy.
The
Company’s compensation policy for executive officers is designed to achieve the
following objectives: (i) to reward executives consistent with the
Company’s annual and long-term
performance
goals; (ii) to recognize individual initiative, leadership and achievement;
and (iii) to provide competitive compensation that will attract and retain
qualified executives, all with a view to enhancing the profitability of the
Company and increasing stockholder value.
Executive
Officer Compensation.
The
executive officers of the Company are not compensated at the company level.
Instead, they are compensated in their capacities as executive officers of
the
Bank. Decisions regarding their salaries are made by the Bank’s board of
directors, based upon the recommendation of the Bank’s personnel
committee.
Chief
Executive Officer Compensation.
Rick
Catt, the Chief Executive Officer of the Company, does not receive a salary
from
the Company in his capacity as such. Instead, Mr. Catt receives a salary as
the
Chief Executive Officer of the Bank, which salary is approved by the Bank’s
board of directions upon the recommendation of the personnel committee of the
Bank. Mr. Catt also receives $8,700 per year for his service on the Company’s
Board of Directors.
Other
Reportable Compensation
.
W. E.
Holt, Vice President and Senior Loan Officer does not receive a salary from
the
Company in his managerial capacity. Instead, Mr. Holt receives a salary with
respect to the position he holds with the Bank, which salary is approved by
the
Bank’s board of directors upon the recommendation of the Personnel Committee of
the Bank. Mr. Holt is not on the board of directors of the Company.
Compensation.
Although
executive salaries are determined at the Bank level, the Compensation Committee
of the Company administers the Company’s equity compensation plans, including
the making of grants thereunder.
Certain
Tax Considerations.
The
Compensation Committee does not believe that Section 162(m) of the Internal
Revenue Code, as amended, which generally disallows a tax deduction for
compensation in excess of $1 million to any of the Company’s executive officers,
will have any effect on it for the fiscal year ended March 31, 2008. The
Compensation Committee has considered the requirements of Section 162(m) of
the Code and its related regulations. It is the Compensation Committee’s present
intention that, so long as it is consistent with its overall compensation
objectives, substantially all executive compensation will be deductible for
Federal income tax purposes.
Dated:
June 23, 2008
The
Compensation Committee
Scott
F.
Pulliam
J.
Douglas Goodwine
William
K. Thomas
Certain
Transactions
The
Bank
has followed a policy of granting loans to officers and directors. Loans to
directors and executive officers are made in the ordinary course of business
and
on the same terms and conditions as those of comparable transactions with the
general public prevailing at the time, in accordance with the Bank’s
underwriting guidelines, and do not involve more than the normal risk of
collectibility or present other unfavorable features.
All
loans
by the Bank to its directors and executive officers are subject to Office of
the
Comptroller of the Currency regulations restricting loan and other transactions
with affiliated persons of the Bank. Federal law currently requires that all
loans to directors and executive officers be made on terms and conditions
comparable to those for similar transactions with non-affiliates. Loans to
all
directors and executive officers and their associates totaled $2.9 million
at
March 31, 2008, which was 24.6% of the Bank’s equity capital at that date. There
were no loans outstanding to any director, executive officer or their affiliates
at preferential rates or terms which in the aggregate exceeded $60,000 during
the two years ended March 31, 2008. All loans to directors and officers were
performing in accordance with their terms at March 31, 2008.
PROPOSAL
II - RATIFICATION OF APPOINTMENT OF AUDITORS
The
Board
of Directors of the Company has appointed BKD, LLP (“BKD”) independent
accountants, to be the Company’s auditors for the fiscal year ending March 31,
2009. Representatives of BKD are not expected to be present at the Meeting
to
respond to questions.
The
fees
billed for professional accounting services rendered by BKD for the fiscal
year
ended March 31, 2008 are as follows:
|
|
|
Fiscal
Year Ended
|
|
|
|
|
March 31, 2008
|
|
March 31, 2007
|
|
|
Audit Fees
|
|
$
|
51,500
|
|
$
|
42,000
|
|
|
Audit
Related Fees
|
|
|
—
|
|
|
—
|
|
|
Tax
Fees
|
|
|
13,000
|
|
|
5,700
|
|
|
All
Other Fees
|
|
|
3,100
|
|
|
—
|
|
|
Total
Fees
|
|
$
|
67,600
|
|
$
|
47,700
|
|
In
the
above table, in accordance with the SEC definitions and rules, “audit fees” are
fees billed to the Company for professional services for the audit of the
Company’s consolidated financial statements included in the Annual Report on
Form 10-KSB and review of financial statements included in Quarterly Reports
on
Form 10-QSB; for the audit of the Company’s internal control over financial
reporting with the objective of obtaining reasonable assurance about whether
effective internal control over financial reporting was maintained in all
material respects; for the attestation of management’s report on the
effectiveness of internal control over financial reporting; and for services
that are normally provided by the accountant in connection with statutory and
regulatory filings or engagements. “Audit-related fees” are billed for assurance
and related services that are reasonably related to the performance of the
audit
or review of the Company’s financial statements and internal control over
financial reporting. “Tax fees” are fees for Federal and Local tax compliance,
tax advice, and tax planning and advisory services. “All other fees” are fees
incurred for a pro-forma on an additional branch of the Bank.
The
Audit
Committee of the Board of Directors has considered whether the provision of
services in respect of Audit-related Fees, Tax Fees and All Other Fees is
compatible with maintaining BKD’s independence prior to the incurrence of such
fees in accordance with the charter of the Audit Committee. All engagements
of
the auditors are approved in advance by the Audit Committee. At the beginning
of
the fiscal year, management presents for approval by the Audit Committee a
range
of services to be provided by the auditors and estimated fees for such services
for the current year. Any services to be provided by the auditors that are
not
included within such range of services are approved in advance on a case-by-case
basis by the Audit Committee. Management periodically reports to the Audit
Committee regarding the status of the services provided and the level of fees
incurred in respect of each service. The Company did not approve the incurrence
of any fees pursuant to the exceptions to the pre-approval requirements set
forth in 17 CFR 210.2-01(c)(7)(i)(C).
The
Board of Directors recommends that stockholders vote “FOR” the ratification of
the appointment of BKD, LLP as the Company’s independent auditors for the year
ending March 31, 2009.
STOCKHOLDER
PROPOSALS
In
order
to be eligible for inclusion in the Company’s proxy materials for next year’s
annual meeting of stockholders, any stockholder proposal to take action at
such
meeting must be received at the Company’s executive office at 501 East Main
Street, Robinson, Illinois 62454 no later than February 23, 2009. Any such
proposal shall be subject to the requirements of the proxy rules adopted under
the Exchange Act of 1934, as amended. Otherwise, to be timely, a stockholder’s
notice must be delivered or mailed to and received at the Company’s executive
office at 501 East Main Street, Robinson, Illinois 62454 not less than 30 days’
prior to the date of the annual meeting; provided, however, that in the event
that less than 40 days’ notice of the date of the meeting is given or made to
stockholders, notice by the stockholder to be timely must be received not later
than the close of business on the 10th day following the day on which such
notice of the date of the annual meeting was mailed. All stockholder proposals,
including those with respect to the nomination and election of directors, must
also comply with the Company’s Certificate of Incorporation and Bylaws, and
Delaware law.
SECTION
16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section
16(a) of the Exchange Act requires the Company’s directors and executive
officers, and persons who own more than 10% of a registered class of the
Company’s securities, to file with the SEC initial reports of ownership and
reports of changes in ownership. Officers, directors and greater than 10%
stockholders are required by SEC regulations to furnish the Company with copies
of all Section 16(a) forms they file.
To
the
Company’s knowledge, based solely on a review of the copies of such reports
furnished to the Company and written representations that no other reports
were
required during fiscal year ended March 31, 2008, all Section 16(a) filing
requirements applicable to its officers, directors and greater than 10%
beneficial owners were complied with.
ANNUAL
REPORTS
A
copy of
the Form 10-KSB for the Company’s fiscal year ended March 31, 2008, as filed
with the SEC, will be furnished without charge to stockholders as of the June
6,
2008 voting record date upon written request to Investor Relations, First
Robinson Financial Corporation, 501 East Main Street, Robinson, Illinois 62454.
OTHER
MATTERS
The
Board
of Directors is not aware of any business to come before the Meeting other
than
those matters described above in this proxy statement. However, if any other
matter should properly come before the Meeting, it is intended that holders
of
the proxies will act in accordance with their best judgment.
Robinson,
Illinois
June
23,
2008
FORM
OF
PROXY
REVOCABLE
PROXY
FIRST
ROBINSON FINANCIAL CORPORATION
ANNUAL
MEETING OF STOCKHOLDERS
JULY
24,
2008
The
undersigned hereby appoints the members of the Board of Directors of First
Robinson Financial Corporation (the “Company”), with full powers of
substitution, to act as attorneys and proxies for the undersigned to vote all
shares of common stock of the Company which the undersigned is entitled to
vote
at the annual meeting of stockholders (the “Meeting”) to be held at the
Company’s office located at 501 East Main Street, Robinson, Illinois, on July
24, 2008 at 9:00 a.m., and at any and all adjournments and postponements
thereof.
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I.
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The
election of the following nominees as directors for terms to expire
in the
year 2011:
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RICK
L. CATT
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STEVEN
E. NEELEY
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FOR
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WITHHOLD
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FOR
ALL EXCEPT
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o
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o
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INSTRUCTION:
TO
VOTE
FOR ALL NOMINEES, MARK THE BOX “FOR” WITH AN “X.” TO WITHHOLD YOUR VOTE FOR ALL
NOMINEES, MARK THE BOX “WITHHOLD” WITH AN “X.” TO WITHHOLD YOUR VOTE FOR AN
INDIVIDUAL NOMINEE, MARK “FOR ALL EXCEPT” WITH AN “X” AND WRITE THE NOMINEE’S
NAME IN THE SPACE PROVIDED BELOW FOR WHOM YOU WISH TO WITHHOLD YOUR
VOTE.
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II.
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The
ratification of the appointment of BKD, LLP as auditors of the Company
for
the fiscal year ending March 31,
2009.
|
In
their
discretion, the proxies are authorized to vote on any other business that may
properly come before the Meeting or any adjournment or postponement
thereof.
THIS
PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY WILL BE VOTED FOR THE PROPOSAL AND THE NOMINEES LISTED ABOVE. IF ANY
OTHER
BUSINESS IS PRESENTED AT THE MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED
IN
THIS PROXY IN THEIR BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF DIRECTORS
KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE MEETING.
THE
BOARD
OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF THE DIRECTOR NOMINEES
LISTED ABOVE AND “FOR” THE RATIFICATION OF THE AUDITORS.
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Stockholder
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Date
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Co-Stockholder,
if any
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Date
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DETACH
ABOVE CARD, SIGN, DATE AND MAIL IN POSTAGE PAID ENVELOPE PROVIDED
FIRST
ROBINSON FINANCIAL CORPORATION
THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Should
the above signed be present and choose to vote at the Meeting or at any
adjournments or postponements thereof, and after notification to the Secretary
of the Company at the Meeting of the stockholder’s decision to terminate this
proxy, then the power of such attorneys or proxies shall be deemed terminated
and of no further force and effect. This proxy may also be revoked by filing
a
written notice of revocation with the Secretary of the Company or by duly
executing a proxy bearing a later date.
The
above
signed acknowledges receipt from the Company, prior to the execution of this
proxy, of a Notice of Annual Meeting of Stockholders, a proxy statement and
an
annual report to stockholders.
Please
sign exactly as your name(s) appear(s) on this card. When signing as attorney,
executor, administrator, trustee or guardian, please give your full title.
If
shares are held jointly, each holder should sign.
PLEASE
COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED POSTAGE-PAID
ENVELOPE.
IF
YOUR
ADDRESS HAS CHANGED, PLEASE CORRECT THE ADDRESS IN THE SPACE PROVIDED BELOW
AND
RETURN THIS PORTION WITH THE PROXY IN THE ENVELOPE PROVIDED.
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