AMENDMENT NO. 1 TO
Exchange Act of 1934 (Amendment No. 1)
This Amendment No. 1 to Schedule 14A (this “Amendment”) is being filed solely to amend and replace the proxy statement included in the Definitive Proxy Statement filed by River Financial Corporation (the “Company”) with the Securities and Exchange Commission on March 27, 2019 (the “Proxy Statement”). After filing the Proxy Statement, the Company discovered that, due to a clerical error, an incorrect version of the proxy statement was inadvertently filed with the Proxy Statement.
Please note that no changes have been made to the sample proxy card included in the Definitive Proxy Statement and that the correct version of the proxy statement and proxy card has been included in the Proxy Statement being mailed to the Company’s stockholders.
PROXY STATEMENT
River Financial Corporation
Proxy Statement for the Annual Meeting of Shareholders
We are providing this Proxy Statement to you in connection with the solicitation of proxies for our Annual Meeting of Shareholders of River Financial Corporation (the “Company”) to be held on April 23, 2019, at 5:30 p.m. CST at The Legends Conference Center at 2500 Legends Circle, Prattville, Alabama. The matters to be considered and acted upon at the Annual Meeting are listed in the accompanying Notice of Meeting of Shareholders and are described herein.
At the Annual Meeting we will elect nine persons to serve on the Board of Directors for a term of one year; propose an amendment to River Financial’s articles of incorporation to provide for a variable range in board size; and propose to approve an additional 300,000 shares under River Financial’s 2015 Incentive Stock Compensation Plan.
We recommend you vote in favor of all proposals discussed in this Proxy Statement. This document gives you important information concerning the business to be addressed at the Annual Meeting, and we urge you to read it carefully.
This Proxy Statement is dated March 25, 2019.
THE MEETING
Date, Time and Place
We will hold the Annual Meeting of Shareholders at 5:30 p.m. CST on April 23, 2019 at The Legends Conference Center at 2500 Legends Circle, Prattville, Alabama.
Record Date; Stock Entitled to Vote; Quorum
Only holders of record of Company common stock as of February 21, 2019, will receive notice of the Annual Meeting, and only those shareholders will be entitled to vote at the Annual Meeting. As of February 21, 2019, there were 5,701,139 shares of Company common stock issued and outstanding held by approximately 783 holders of record.
A quorum requires the presence, in person or by Proxy, of shareholders entitled to cast at least a majority of the votes which all shareholders of the Company are entitled to cast on the record date.
We intend to count the following shares as present at the Annual Meeting for the purpose of determining a quorum:
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shares of Company common stock present in person at the Annual Meeting but not voting;
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shares of Company common stock represented by proxies on which the shareholder has abstained on any matter; and
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shares of Company common stock represented by proxies from a broker with no indication of how the shares of Company common st
ock are to be voted.
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Votes Required
The election of the persons who will serve on the Board of Directors for the Company requires a majority of the votes cast at the Annual Meeting.
You have one vote for each share of Company common stock that you hold of record on each matter to be considered at the Annual Meeting.
The Directors and Executive Officers of the Company and of River Bank and Trust, who as a group own beneficially approximately 28.15% of the Company common stock, have stated their intention to vote all shares of Company common stock that they own for approval and adoption of all proposals described in this Proxy Statement.
Voting of Proxies
We will vote shares represented by all properly executed proxies received in time for the Annual Meeting in the manner specified on each Proxy. We will vote properly executed proxies that do not contain voting instructions in
favor
of the proposed directors and other items set forth in the notice of meeting, and if any other business is properly brought before the shareholders of record at the Annual Meeting, the proxies will be voted in accordance with the recommendations of the Board of Directors unless the proxy is marked to withhold authority to cast such vote.
If you abstain from voting or withhold your vote on any proposal considered at the Annual Meeting, we will not count the abstention or withhold as a vote “for” or “against” any of the proposals for purposes of the Annual Meeting.
Revocability of Proxies
If you grant a proxy, you may revoke your proxy at any time until it is voted by:
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delivering a notice of revocation or delivering a later dated proxy on or before April 23, 2019 to the attention of Becky Hallman at the address stated above or by email at
InvestorRelations@river.bank
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submitting a properly executed proxy with a later date; or
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appearing at the Annual Meeting, revoking the proxy and voting in person.
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Attendance at the Annual Meeting will not in and of itself revoke a proxy that you submitted prior to the Annual Meeting.
Solicitation of Proxies
The Company will bear the cost of the solicitation of proxies from its shareholders.
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The Company will solicit proxies by mail. In addition, the directors, officers and employees of the Company may solicit proxies from shareholders by telephone, in person, email or by any other lawful means. The Company will make arrangements with brokerage
houses and other custodians, nominees and fiduciaries for forwarding proxy solicitation material to the beneficial owners of stock held of record by those persons, and the Company will reimburse them for reasonable out-of-pocket expenses.
PROPOSAL I – ELECTION OF DIRECTORS
The current number of directors of River Financial is seven. The Board of Directors unanimously voted to increase the size of the Board to nine members for purposes of electing directors at the annual meeting. Thus the Board recommends that the size of the board be set at nine and the following nine persons be elected as directors. Upon shareholder election, all nine directors will immediately begin their terms of service as indicated below.
If, prior to the voting at the Annual Meeting, any person to be elected a director is unable to serve or for good cause cannot serve, the shares represented by all valid proxies may be voted for the election of such substitute as the members of the Board of Directors may recommend. The Company knows of no reason why any person would be unable to serve as a director.
The following list provides certain biographical information about the director nominees to be elected at the annual meeting.
Name
Age
Position
Director Since
Larry Puckett
77Director and Chairman of the Board of Directors 2006
W. Murray Neighbors
69Director and Vice Chairman of the Board of Directors2015
James M Stubbs
56Director and Chief Executi
ve Officer
2006
Gerald R Smith, Jr
65Director and President2015
Vernon B. Taylor
54Director2006
Jimmy L Ridling
74Director2006
John A Freeman
71Director2015
Charles R Moore, III
39 Director
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Charles E Herron, Jr
62Director------
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Below is certain information regarding our executive officers’ and directors’ individual experience, qualifications, attributes, and skills and brief statements of those aspects of our directors’ backgrounds that led us to conclude that they should serve as directors or executive officers.
Larry Puckett
was one of the founding directors of River Bank & Trust in 2006, and was appointed as a Director and Chairman of the board of directors at that time. While Mr. Puckett currently remains as the Chairman of the board of directors, he is also the Dealer/Operator and President of Larry Puckett Chevrolet in Prattville, AL. Mr. Puckett serves on multiple business and non-profit boards, and is considered to be a valued member and successful business person in the automotive industry and his community.
W. Murray Neighbors
was appointed as a Director and Vice Chairman of the board of directors in 2015 as a result of the merger effective 12/31/2015. Prior to the merger, Mr. Neighbors was one of the original members and founders of the board of directors and served as Chairman of the board of directors of Keystone Bancshares, Inc. and Keystone Bank in 2007. Mr. Neighbors is retired from the US Treasury Department, but remains an active developer of commercial and residential properties in Auburn, AL. Mr. Neighbors is also very active in his community as a member of the City of Auburn’s Commercial Development Authority, has served on the Business Development Committee for the Auburn Chamber of Commerce and as the Treasurer of the Lee County Rotary Club.
James M Stubbs
was one of the founding directors, President and Chief Executive Officer of River Bank & Trust in 2006. Mr. Stubbs was appointed as the Chief Executive Officer of River Financial
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Corporation and River Bank & Trust, effective with the merger on 12/31
/2015. Mr. Stubbs has over thirty years of commercial banking experience. Specifically, Mr. Stubbs served as a Vice President in the Consumer and Commercial Lending Departments of Aliant Bank from June 1986 through June 1997. Subsequently, he served as
an Area President for Colonial Bank from June 1997 through February 2005, when he left to begin the formation of River Bank & Trust. Mr. Stubbs community involvement includes serving on numerous business and non-profit boards.
Gerald R Smith, Jr.
was appointed as a director of the board of directors in 2015 as a result of the merger effective 12/31/2015. Mr. Smith was also appointed as President of River Financial Corporation and River Bank & Trust effective 12/31/2015. Prior to the merger, Mr. Smith was one of the founding directors of Keystone Bank in 2007, and served as Chief Executive Officer. Mr. Smith also brings 45 years of banking experience and a long history of community involvement in Gadsden, AL. Prior to forming Keystone Bank, Mr. Smith served as the Area Executive for North Alabama for The Bank with overall responsibility for offices in several cities. He also served as a Senior Banking Officer with The Bank overseeing loan operations and central loan underwriting.
Vernon B. Taylor
was one of the founding directors of River Bank & Trust in 2006, and is currently serving as a Director of River Financial Corporation and River Bank & Trust. He has been in aviation for 28 years, and served as a pilot in the US Air Force. Mr. Taylor later founded and directed two aviation service companies based in the River Region. He is also an investor in local commercial real estate. Mr. Taylor is very active in the community while serving on several local boards.
Jimmy L Ridling
was one of the founding directors of River Bank & Trust in 2006, and was appointed as a director and Vice Chairman of the board of directors at that time through 2015. While currently serving as a director of River Financial Corporation and River Bank & Trust, Mr. Ridling has had a successful career in the insurance industry and brings a diverse background to the board while currently serving as Commissioner of the Alabama Department of Insurance. He was Executive Vice President of the U.S. Operations of Fireman’s Fund Insurance Companies, and then became President and Chief Executive Officer of Southern Guaranty Insurance Companies. Mr. Ridling also served as Chairman of the Board of Directors for Jackson Hospital and the River Region United Way, a board member of the Montgomery Airport Authority, the Montgomery Area Chamber of Commerce, and the Central Alabama Community Foundation.
John A Freeman
was appointed as a Director of the board of directors in 2015 as a result of the merger effective 12/31/2015. Mr. Freeman is the owner of Freeman Land Development, Inc., and has a long history as a community and civic leader in the Gadsden area. He also previously served as an advisory director of Superior Bank in Gadsden, AL.
Charles R Moore III
was appointed as a Director of the River Bank & Trust board of directors in 2018 as a result of the merger with Peoples Southern Bank effective 10/31/2018. Mr. Moore is a partner in the Birmingham office of the Bradley Arant Boult Cummings law firm, where he focuses on commercial lending and the representation of community banks. He is also a native of Clanton, Alabama, and served on the board of directors of Peoples Southern Bank for ten years leading up to the 2018 merger with River. Mr. Moore also serves on the executive Committee of Junior Achievement of Alabama, a nonprofit organization that teaches financial literacy, entrepreneurship, and workforce readiness in grades K-12. He is graduate of Vanderbilt University and the University of Virginia School of Law.
Charles E Herron, Jr.
was one of the founding directors of River Bank & Trust in 2006, and is currently serving as a Director of River Bank & Trust. Mr. Herron has worked in the land and timber business in Alabama for over 35 years. He is the owner and President of Rock Springs Land & Timber, Inc., and an ardent supporter of hunting and outdoor conservation efforts. Mr. Herron received the Governor’s Conservation Achievement Award for Conservation Educator of the Year in 2011. He has also supported the Alabama Loggers Council, the Alabama Forestry Association, and is a member of the Montgomery Area Chamber of Commerce Committee of 100.