SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
|_| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Under Rule 14a-12
CSB BANCORP, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:..........................................
(2) Aggregate number of securities to which transaction applies:.............................................
(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):.............................................................
(4) Proposed maximum aggregate value of transaction:.........................................................
(5) Total fee paid:..........................................................................................
|_| Fee paid previously with preliminary materials.
|_| Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:..................................................................................
(2) Form, Schedule or Registration Statement No.:............................................................
(3) Filing Party:............................................................................................
(4) Date Filed:..............................................................................................
CSB BANCORP, INC.
6 WEST JACKSON STREET
MILLERSBURG, OHIO 44654
NOTICE OF
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON
APRIL 21, 2004
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders (the
"Meeting") of CSB Bancorp, Inc. ("CSB") will be held at the Carlisle Village
Inn, 1357 Old Route 39, Sugarcreek, Ohio, on Wednesday, April 21, 2004, at 7:00
p.m. local time, for the following purposes:
- To elect three directors for three-year terms ending in 2007; and
- To transact any other business that may properly come before the Meeting or
any adjournments thereof.
Shareholders of record at the close of business on March 1, 2004 are
entitled to vote at the Meeting and at any adjournments thereof.
BY ORDER OF THE BOARD OF
DIRECTORS
/s/ John J. Limbert
-------------------------------------
John J. Limbert
President and Chief Executive Officer
Millersburg, Ohio
March 19, 2004
THE PROMPT RETURN OF PROXIES WILL SAVE CSB THE EXPENSE OF A FURTHER
REQUEST FOR PROXIES IN ORDER TO INSURE A QUORUM. PLEASE NOTE THAT YOUR VOTE
CANNOT BE COUNTED UNLESS YOU SIGN AND RETURN THE PROXY CARD OR ATTEND THE
MEETING AND VOTE IN PERSON.
CSB BANCORP, INC.
6 WEST JACKSON STREET
MILLERSBURG, OHIO 44654
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
APRIL 21, 2004
GENERAL
The enclosed proxy is solicited by the Board of Directors of CSB
Bancorp, Inc. ("CSB"), the principal executive offices of which are located at 6
West Jackson Street, Millersburg, Ohio 44654, in connection with the Annual
Meeting of Shareholders (the "Meeting") of CSB to be held on Wednesday, April
21, 2004, at the Carlisle Village Inn, 1357 Old Route 39, Sugarcreek, Ohio, at
7:00 p.m. local time. This proxy statement and the accompanying notice of
meeting are first being mailed to shareholders on or about March 19, 2004.
The Meeting has been called for the following purposes: (i) to elect
three directors, each for a three-year term; and (ii) to transact any other
business that may properly come before the Meeting or any adjournment thereof.
REVOCATION OF PROXIES, DISCRETIONARY AUTHORITY
AND CUMULATIVE VOTING
Shares of CSB's common stock, par value $6.25 per share (the "Common
Shares"), can be voted at the Meeting only if the shareholder is represented by
proxy or is present in person. Shareholders who execute proxies retain the right
to revoke them at any time. Unless so revoked, the shares represented by such
proxies will be voted at the Meeting and all adjournments thereof. Proxies may
be revoked by written notice to the Secretary of CSB (addressed to: CSB Bancorp,
Inc., 6 West Jackson Street, Millersburg, Ohio 44654, Attention: Ms. Margaret L.
Conn, Secretary) or by the filing of a later dated proxy prior to a vote being
taken on a particular proposal at the Meeting. A proxy will not be voted if a
shareholder attends the Meeting and votes in person. Proxies solicited by the
Board of Directors will be voted in accordance with the directions given
therein. Where no instructions are indicated, proxies will be voted for the
nominees for directors set forth below or as otherwise described herein in the
event cumulative voting for directors is properly requested. The proxy confers
discretionary authority on the persons named therein to vote with respect to (i)
the election of any person as a director where the nominee is unavailable or
unable to serve, (ii) matters incident to the conduct of the Meeting and (iii)
any other business that may properly come before the Meeting or any adjournment
thereof. At this time, it is not known whether there will be cumulative voting
for the election of
1
directors at the Meeting. If any shareholder demands cumulative voting for the
election of directors at the Meeting, your proxy will give the individuals named
on the proxy full discretion and authority to vote cumulatively, and in their
sole discretion to allocate votes among any or all of the nominees for director,
unless authority to vote for any or all of the nominees is withheld.
The enclosed proxy is being solicited by CSB and the cost of soliciting
proxies will be borne by CSB. In addition to use of the mails, proxies may be
solicited personally or by telephone, telegraph or telefax by directors,
officers and employees of CSB.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
Shareholders of record as of the close of business on March 1, 2004
(the "Record Date"), are entitled to (i) notice of the Meeting and (ii) one vote
on each matter to be considered at the Meeting for each Common Share held on
that date. As of the Record Date, there were 2,644,351 Common Shares issued and
outstanding. The presence at the Meeting in person or by proxy of at least a
majority of such shares will be required to constitute a quorum at the Meeting.
Common Shares held by holders who abstain from voting and all Common Shares held
by brokers who do not have the discretionary authority to vote on certain
matters will be included in determining the presence of a quorum. Consequently,
an abstention or a broker non-vote has the same effect as a vote against a
proposal or Director nominees, as each abstention or broker non-vote would be
one less vote in favor of a proposal or for a Director nominee. Shareholders
will not be entitled to dissenter's rights with respect to any matter to be
considered at the Meeting.
The following table sets forth the Common Shares beneficially owned by
each person, group or entity owning more than five percent of CSB's outstanding
Common Shares as of the Record Date. This information was obtained from a
Schedule 13D/A filed with the Securities Exchange Commission by the Committee of
Concerned CSB Shareholders for a Better Bank on January 3, 2002.
NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT OF COMMON SHARES
BENEFICIAL OWNER BENEFICIAL OWNERSHIP OUTSTANDING
The Committee of
Concerned CSB 231,836.5948 8.8% (2)
Shareholders for a Better
Bank, 1450 Fox Run Lane,
Canfield, Ohio 44406 (1)
---------------------
(1) The Committee consists of Richard G. Elliott, Ted W. DeHass, Don E.
Sprankle, Gloria L. Miller, Darwin L. Snyder and Victor R. Snyder. This
information is based on the January 3, 2002 Schedule 13D/A filing by the
Committee.
(2) The percent of Common Shares outstanding was determined based on the January
3, 2002 Schedule 13D/A filing evidencing ownership of the Committee, and the
number of CSB Common Shares outstanding on the Record Date.
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The following table sets forth, as of the Record Date, (i) the Common
Shares beneficially owned by each director, nominee for director and named
executive officer of CSB or any person who has acted in such capacity since the
beginning of the last fiscal year of CSB and (ii) the Common Shares beneficially
owned by all current executive officers and directors as a group.
NAME OF BENEFICIAL AMOUNT AND NATURE OF PERCENT OF COMMON SHARES
OWNER BENEFICIAL OWNERSHIP (1) OUTSTANDING DIRECTOR
Robert K. Baker (3) 2,201.6003 * Yes
Ronald E. Holtman (4) 1,000.0000 * Yes
J. Thomas Lang (5) 5,449.0556 * Yes
John J. Limbert (6) 25,044.0000 * Yes
Daniel J. Miller (7) 37,360.0000 1.4% Yes
Jeffrey A. Robb, Sr. (8) 1,249.8801 * Yes
Samuel M. Steimel (9) 11,148.0378 * Yes
Eddie L. Steiner (10) 1,056.0764 * Yes
John R. Waltman (11) 14,625.0845 * Yes
A. Lee Miller (12) 3,484.9395 * No
C. James Bess (2) 20,000.0000 * No
Total of current
Directors and
Executive Officers as a
Group (15 persons) 130,232.8919 4.89%
-------------------------
* Represents less than 1%
(1) The Securities and Exchange Commission has defined "beneficial owner" of a
security to include any person who has or shares voting power or investment
power with respect to any such security or who has the right to acquire
beneficial ownership of any such security within sixty days.
(2) C. James Bess served as a Director and as Chief Executive Officer until his
resignation effective July 31, 2003 and is included pursuant to SEC
requirements. Includes 20,000 stock options granted to Mr. Bess that are
currently exercisable.
(3) Includes 472.6596 shares owned by Bonnie L. or Robert K. Baker in joint
tenancy with right of survivorship, 450 shares owned by Bonnie L. Baker, 500
shares owned by the Robert K. Baker IRA, and 778.9407 shares owned by Bakerwell,
Inc., of which Mr. Baker is co-owner.
(4) These shares are owned by the Ronald E. Holtman IRA.
(5) Includes 131.7434 shares owned by J. Thomas Lang, 4,410.5722 shares owned by
Karen J. Lang, 246.3492 shares owned by Kendra S. Lang, 469.3691 shares owned by
the J. Thomas Lang IRA and 191.0217 shares owned by the Karen J. Lang IRA.
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(6) Includes 44 shares owned by John J. Limbert, 15,000 shares owned by Mr.
Limbert's IRA and 10,000 stock options granted to Mr. Limbert that are currently
exercisable.
(7) Includes 9,786 shares owned by Daniel J. Miller, 10,111 shares owned by Mary
F. Miller and 17,463 shares owned by the East Holmes Family Care Employees
Pension Plan.
(8) Includes 100 shares owned by Jeffrey A. Robb, Sr., and 1,149.8801 shares
owned by the Jeffrey A. Robb, Sr. IRA.
(9) Includes 100 shares owned by Samuel M. Steimel, 9,512 shares owned by Ronda
P. Steimel, 881 shares owned by the Samuel M. Steimel IRA, 115.9861 shares owned
by the Ronda P. Steimel IRA, 11.002 shares owned by Samuel M. Steimel, custodian
for Benjamin Steimel Ladrach and William Frederkick Ladrach, 501.0626 shares
owned by Ronda P. Steimel, custodian for Zaccary Allen Patterson, Cassandra Faye
Patterson, Skylar J. Patterson, and Brogan M. Steimel, and 26.9871 shares owned
by CATS, a partnership in which Mr. Steimel owns 25% interest.
(10) These shares are owned by Eddie L. Steiner or Jane M. Steiner in joint
tenancy with right of survivorship.
(11) Includes 14,305.5104 shares owned by John R. Waltman and 319.5741 shares
owned by Ruth A. Waltman.
(12) Includes 302 shares owned by A. Lee Miller, 217.1418 shares owned by the A.
Lee Miller IRA, 2,765.7977 shares owned by the A. Lee Miller 401(k), and 200
stock options granted to Mr. Miller that are currently exercisable.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires CSB's
officers, directors and persons who own more than ten percent of a registered
class of CSB's equity securities to file reports of ownership and changes in
ownership with the Securities and Exchange Commission. Officers, directors and
greater than ten percent shareholders are required to furnish CSB with copies of
all Section 16(a) forms they file. During 2003, Mr. Waltman filed a late Form 4
on October 28, 2003, Mr. Limbert filed late Forms 4 on August 25, 2003,
September 11, 2003 and September 22, 2003 and Mr. Paul Greig, Senior Vice
President, filed a late Form 3 on July 25, 2003. With the exception of the
foregoing inadvertently late filings and based solely on CSB's review of the
copies of such forms received by it and by statements of officers and directors
that they complied with all applicable filing requirements, CSB's officers,
directors and greater than ten percent beneficial owners have complied with all
filing requirements applicable to them.
PROPOSAL 1: ELECTION OF DIRECTORS
CSB's Regulations provide that its business shall be managed by a board
of directors of not less than three and not more than twenty-five persons. CSB's
Regulations divide such directors into three classes, as nearly equal in number
as possible, and set their terms at three years. The Board of Directors,
pursuant to CSB's Code of Regulations, has established the number of directors
at nine.
Assuming that at least a majority of the issued and outstanding Common
Shares are present at the Meeting so that a quorum exists, the three nominees
for director of CSB receiving the most votes will be elected as directors.
Shareholders have the right to vote cumulatively in the election of directors.
In order to exercise the right to vote cumulatively, a shareholder must
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give written notice to the President, a Vice President or the Secretary of CSB
not less than forty-eight hours before the time fixed for the meeting, and the
shareholder's demand for cumulative voting must be announced at the commencement
of the meeting by or on behalf of the shareholder. If cumulative voting is
elected, a shareholder may cast as many votes in an election of directors as the
number of directors to be elected multiplied by the number of shares held. The
Board of Directors has nominated Jeffery A. Robb, Sr., Samuel M. Steimel, and
John R. Waltman, to serve until the 2007 Annual Meeting of Shareholders, and
until their respective successors are elected and qualified. Messrs. Robb,
Steimel, and Waltman are incumbent directors whose present terms expire at the
Meeting.
If it is intended that Common Shares represented by the accompanying
form of proxy will be voted for the election of nominees, please so indicate on
the proxy card. (If you do not wish your shares to be voted for particular
nominees, please so indicate on the proxy card.) If one or more of the nominees
should, at the time of the Meeting, be unavailable or unable to serve as a
director, the shares represented by the proxies will be voted to elect the
remaining nominee and any substitute nominee designated by the Board of
Directors. The Board of Directors knows of no reason why any of the nominees
will be unavailable or unable to serve. At this time, it is not known whether
there will be cumulative voting for the election of directors at the Meeting. If
any shareholder properly demands cumulative voting for the election of directors
at the Meeting, your proxy will give the individuals named on the proxy full
discretion and authority to vote cumulatively and in their sole discretion to
allocate votes among any or all of the nominees, unless authority to vote for
any or all of the nominees is withheld.
The Board of Directors recommends that shareholders vote "FOR" the
election of the nominees.
The following table sets forth information concerning nominees for
director of CSB, including their principal occupation or employment during the
past five years. Each nominee, if elected, will serve for a term expiring at the
Annual Meeting of Shareholders in 2007.
NOMINEES FOR DIRECTOR
YEAR FIRST
POSITIONS ELECTED OR CURRENT
HELD WITH APPOINTED TERM TO
NAME AGE PRINCIPAL OCCUPATION (1) CSB DIRECTOR EXPIRE
Jeffery A. Robb, Sr. 55 President and Chairman, Robb Director 2001 2004
Companies, Inc. (2)
Samuel M. Steimel 46 Attorney, The Steimel Law Office Director 1989 2004
John R. Waltman 62 Attorney, Critchfield, Critchfield Director 2001 2004
& Johnston, LLC.
------------------------
(1) Unless otherwise noted herein, each of the Nominees for Director has been
engaged in the occupation and employment described above for the past five
years.
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(2) Mr. Robb held the position of Chairman and Manager of Robb, Dixon & Company
until 2000, and President and Chief Executive Officer of Robb Companies, Inc.
from 2000 to present. In 2002, he was named Interim President and Chief
Executive Officer of Exchange Bancshares, Inc. and The Exchange Bank. He held
that position until December 31, 2003.
The following table sets forth information concerning (i) incumbent
directors of CSB who are not nominees for election at the Meeting; and (ii) the
other current executive officers of CSB (including Mr. Bess who was CSB's Chief
Executive Officer until July 31, 2003). Included in the table is information
regarding each person's principal occupation or employment during the past five
years.
DIRECTORS AND EXECUTIVE OFFICERS
YEAR FIRST
ELECTED OR
APPOINTED
DIRECTOR OR CURRENT
POSITIONS HELD WITH OFFICER, AS TERM TO
NAME AGE PRINCIPAL OCCUPATION (1) CSB APPLICABLE EXPIRE
Robert K. Baker 49 Co-owner and Controller, Director 2001 2005
Bakerwell, Inc.
Ronald E. Holtman 61 Attorney, Logee, Hostetler, Director 2001 2006
Stutzman and Lehman
J. Thomas Lang 60 Veterinarian, Dairy Farmer, Director 1993 2005
Spring Hill Farm, Inc.
John J. Limbert (2) 56 President and Chief Executive President, Chief 2003 2005
Officer, CSB Bancorp, Inc. (2) Executive Officer
and Director
Daniel J. Miller 64 Physician, East Holmes Family Director 1979 2006
Care, Inc.
Eddie L. Steiner 48 Vice President, Production, Director 2001 2006
Smith Dairy Products
A. Lee Miller 45 Banker Senior Vice 1997 N/A
President and Chief
Financial Officer
C. James Bess (3) 66 Consultant Prior President and
Chief Executive
Officer
-------------------------
(1) Unless otherwise noted herein, each of the Directors has been engaged in the
occupations and employment described above for the past five years.
(2) Mr. Limbert was hired as President of the Commercial & Savings Bank and CSB
Bancorp, Inc. as of May 20, 2003. Mr. Limbert was appointed Chief Executive
Officer of the Commercial & Savings Bank and CSB Bancorp, Inc. effective August
1, 2003. Mr. Limbert held the position of Vice President of Heartland Mortgage
Company from 2001 to 2003 and the position of Executive Vice President of
CheckFree Corporation from 1998 to 2001. From 1977 to 1998, Mr. Limbert held
various positions with Bank One Corporation.
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(3) Mr. Bess held the position of President of PLB Associates, Inc. from 1997 to
2000, when he was elected President and Chief Executive Officer of CSB. He
served as President and Chief Executive Officer until his resignation on July
31, 2003. Information regarding Mr. Bess is provided pursuant to SEC
requirements.
The Board of Directors conducts its business through meetings of the
Board and its committees. Regular meetings of the Board of Directors are held on
a monthly basis. The Board of Directors held 12 regular, and 9 special, meetings
during the year ended December 31, 2003. No director except Mr. Robb attended
fewer than 75% of such meetings, and Mr. Robb attended 71% of such meetings.
Directors receive no compensation from CSB. In addition, each director of CSB
also serves as a director of The Commercial & Savings Bank, a wholly-owned
banking subsidiary of CSB (the "Bank"), for which outside directors were
compensated at a rate of $10,000 annually, plus $500 per Board Meeting attended
or reviewed, and $500 per Committee Meeting. Mr. Bess, an insider Director,
received $17,500 in director fees in 2003.
CSB has a Nominating Committee, which selects the nominees for election
as directors. The Nominating Committee currently consists of Mr. Baker, Mr. Lang
and Mr. Miller. The Nominating Committee met 2 times in 2003. The Nominating
Committee will consider nominees for election as directors submitted by
shareholders of CSB. No nominations for directors, except those made by the
Nominating Committee, shall be voted upon at the Meeting unless other
nominations are submitted by shareholders to the Secretary of CSB in writing not
less than fourteen nor more than fifty days prior to the date of the Meeting. On
March 5, 2004, the Nominating Committee adopted a Nominating Committee Charter,
which can be found on CSB's website at www.csb1.com.
In considering and evaluating potential candidates for positions on the
CSB Board of Directors, and consistent with its Charter, the Nominating
Committee considers, among other things, the potential candidates' knowledge of
the communities in which CSB and the Bank operate; their experience and any
special business, financial, or other expertise; their reputation for honesty
and integrity; and their ability to provide independent and objective oversight
and supervision for matters which may impact CSB and the Bank. The Nominating
Committee also considers applicable requirements of the CSB Code of Regulations
and requirements of applicable law and regulations with respect to evaluating
potential candidates, as well as other matters which the Nominating Committee
deems appropriate in light of the specific circumstances and the potential
candidate. To that end, the Nominating Committee may conduct its own analysis
and may also seek information from a variety of outside sources in order to
ascertain whether a potential candidate meets the referenced criteria.
The Nominating Committee utilizes the same standards and criteria in
considering and evaluating potential candidates for positions on the CSB Board
of Directors who are recommended by CSB shareholders, when appropriate.
Shareholders may nominate potential candidates for election to the Board of
Directors in the manner provided in the CSB Code of Regulations.
The Compensation Committee develops and recommends executive
compensation principles, policies and programs to the CSB Board of Directors.
The Compensation Committee currently consists of Mr. Baker, Mr. Lang, Mr.
Limbert, Mr. Steimel, Mr. Steiner, and Mr. Waltman. The Compensation Committee
met 2 times in 2003.
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CSB has an Audit Committee, the members of which currently consist of
Mr. Holtman, Mr. Robb and Mr. Steiner. All of the members of the Audit Committee
are independent directors. Among other things, the Audit Committee is
responsible for the engagement of independent auditors, reviewing with the
independent auditors the plans and results of the audit, and reviewing the
adequacy of internal accounting controls. The Audit Committee met a total of 11
times in 2003. The Board of Directors has determined that Mr. Robb and Mr.
Steiner meet the requirements of an "audit committee financial expert" as
defined by the Securities and Exchange Commission. On March 12, 2004, the Board
adopted a revised Audit Committee charter, which is attached to this proxy
statement as Appendix A.
SHAREHOLDER COMMUNICATION WITH BOARD OF DIRECTORS
Shareholders interested in communicating directly with the Board of
Directors may do so by writing to Margaret L. Conn, Secretary, CSB Bancorp,
Inc., 6 West Jackson Street, Millersburg, Ohio 44654. The mailing envelope and
letter must contain a clear notation indicating that the enclosed letter is a
"Shareholder-Board of Directors Communication."
The Secretary will review all such correspondence and regularly forward
to the Board of Directors a log and summary of all such correspondence and
copies of all correspondence that, in the opinion of the Secretary, deals with
the functions of the Board or Committees of the Board or that she otherwise
determines requires their attention. Directors may at any time review a log of
all correspondence received by CSB that is addressed to members of the Board and
request copies of any such correspondence. Concerns relating to accounting,
internal controls or auditing matters are immediately brought to the attention
of CSB's internal audit department and handled in accordance with procedures
established by the Audit Committee for such matters.
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REPORT OF THE COMPENSATION COMMITTEE OF THE
BOARD OF DIRECTORS ON EXECUTIVE COMPENSATION
The Compensation Committee is responsible for developing and
recommending CSB's executive compensation principles, policies and programs to
the Board of Directors. The Compensation Committee believes that in representing
the Board of Directors, it must act in the best interest of the shareholders as
it reviews and determines CSB's executive compensation principles, policies and
programs. The Compensation Committee's essential goal is to create a balance by
which CSB is able to attract and retain qualified management personnel, while at
the same time providing for maximization of CSB's financial performance and
safeguarding CSB's assets. In compensating CSB's executive officers, the
Committee seeks to achieve the following goals:
1. motivate executive officers to strive for and achieve outstanding
corporate performance which provides a direct benefit to shareholders;
2. attract highly-qualified key management personnel; and
3. reward superior performance in reaching corporate objectives with
aggressive compensation levels and provide that a significant portion
of compensation will be dependent on CSB's annual performance.
Base salaries for executive officers in 2003 were determined after
review of an analysis of salaries paid for comparable positions and
consideration of the competition for executive talent within CSB's industry.
CSB's review included a survey of public filings made by industry peers. CSB's
compensation philosophy is to target executive salaries close to the mean of the
market rate paid for comparable positions by similarly sized bank holding
companies. CSB's senior officers recommend to the Board of Directors an
aggregate amount of cash and options to purchase Common Shares to offer as
bonuses to employees each fiscal year, based upon the performance of CSB and the
Bank during the prior fiscal year, and an allocation of these bonuses among the
employees of CSB and the Bank. After consideration of this recommendation, the
Compensation Committee approves the issuance of bonuses each year. The Chief
Executive Officer only participates in the evaluation of compensation of the
other executive officers.
The existing employment agreement dated March 1, 2001, with former
Chief Executive Officer C. James Bess, continued into 2003, and provided for
payment of an annual base salary of $300,000 as well as vacation and certain
enumerated benefits. The agreement was amended in May, 2003, to provide for
resignation of Mr. Bess from all positions with CSB and the Bank effective July
31, 2003. In accordance with the terms of the amended agreement, Mr. Bess
received a severance payment of $200,000 as well as payment for all unused
vacation effective July 31, 2003, and was permitted to participate in certain
CSB employee benefit plans until July 31, 2004. The amended agreement also
provided for service by Mr. Bess as an independent consultant to the Bank during
the period beginning on August 1, 2003, through February 29, 2004, for a fee of
$50,000 paid on July 1, 2003, and $7,145 monthly thereafter through February 29,
2004. Mr. Bess' 2003 base salary, shown in the "Salary" column of the
Compensation Table below, was established under Mr. Bess' employment agreement,
which was approved by the Committee and the Board. Information on Mr. Bess is
included pursuant to SEC requirements.
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An employment agreement dated May 20, 2003, was entered into with John
J. Limbert, providing for employment of Mr. Limbert as President and Chief
Executive Officer of the Bank and CSB pursuant to the terms of the agreement.
The agreement is for a two-year term with annual renewals commencing at the
first anniversary, and provides for compensation to Mr. Limbert consisting of an
annual base salary of $150,000, a bonus to be paid at the discretion of the
Board of Directors, vacation, benefits, and certain stock options. The
compensation for the Chief Executive Officer is determined using the same
criteria discussed above for all other executives.
THE COMPENSATION COMMITTEE
J. Thomas Lang
Robert K. Baker
John J. Limbert
Samuel M. Steimel
Eddie L. Steiner
John R. Waltman
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REPORT OF THE AUDIT COMMITTEE OF THE
BOARD OF DIRECTORS
The following Audit Committee Report is provided in accordance with the
rules and regulations of the Securities and Exchange Commission. The Audit
Committee has reviewed and discussed the audited consolidated financial
statements with management and the Board of Directors of CSB. Management of CSB
is responsible for CSB's reporting process, including its system of internal
control, and for the preparation of consolidated financial statements in
accordance with U.S. generally accepted accounting principles. CSB's auditors
are responsible for auditing those financial statements. The Audit Committee's
responsibility is to monitor and review these processes.
Mr. Robb and Mr. Steiner are certified public accountants, and Mr.
Holtman is an attorney licensed to practice law in the State of Ohio. Mr. Robb
and Mr. Steiner have been designated as "financial experts" under Section 401(h)
of Regulation S-K.
The Audit Committee has reviewed and discussed with Clifton Gunderson
LLP ("Clifton Gunderson"), CSB's independent auditors for the year ended
December 31, 2003, the matters required to be discussed by Statement of
Accounting Standards 61, as may be modified or supplemented. The Audit Committee
also has received the written disclosures and the letter from the independent
accountants required by the Independence Standards Board Standard No. 1
(Independence Discussions with Audit Committees), as may be modified or
supplemented and, as required, has discussed with Clifton Gunderson its
independence. Based on the forgoing discussions, the Audit Committee recommended
to the Board of Directors that the audited consolidated financial statements be
included in CSB's Annual Report on Form 10-K for the fiscal year ended December
31, 2003.
THE AUDIT COMMITTEE
Ronald E. Holtman
Jeffery A. Robb, Sr.
Eddie L. Steiner
11
CERTIFIED PUBLIC ACCOUNTANTS
Clifton Gunderson, certified public accountants, acted as CSB's
auditors for the 2003 fiscal year and will act in such capacity for the 2004
fiscal year. During CSB's two most recent fiscal years (ended December 31, 2002
and 2003), there were no disagreements with CSB's auditors on any matter of
accounting principles or practices, financial disclosure, or auditing scope or
procedure. A representative of Clifton Gunderson is expected to be present at
the Meeting, will have the opportunity to make a statement if he or she desires
to do so and will be available to respond to appropriate questions.
Audit Fees. Fees for audit services totaled $61,100 in 2003 and $56,000 in 2002,
including fees associated with the annual audit and the reviews of CSB's
quarterly reports on Form 10-Q.
Audit-Related Fees. Fees for audit-related services totaled $6,450 in 2003 and
$0 in 2002. Audit-related services related to an audit of CSB's 401(k) Plan.
Tax Fees. Fees for tax services, including tax compliance, tax advice and tax
planning, totaled $16,850 in 2003 and $9,925 in 2002.
All Other Fees. There were no other fees paid to Clifton Gunderson in 2003 or
2002.
All of the above-mentioned services and fees were pre-approved by the Audit
Committee.
AUDIT COMMITTEE PROCEDURES FOR APPROVAL OF SERVICES BY INDEPENDENT ACCOUNTANTS
- The Audit Committee will annually approve the scope of, and fees
payable for, the year-end audit to be performed by CSB's independent
accountants for the next fiscal year.
- Management may not engage the independent accountants for any services
unless they are approved by the Audit Committee in advance of the
engagement.
- If Management wishes to engage the independent accountants for any
services, Management will define and present to the Audit Committee
specific projects and categories of service, and fee estimates, for
which the advance approval of the Audit Committee is required. The
Audit Committee will review these requests and determine whether to
pre-approve the engagement of the independent accountants for the
specific projects and categories of service.
- Management will report to the Audit Committee regarding the actual
spending for these projects and services, compared to the approved
amounts on a quarterly basis.
- The Audit Committee Chairperson will report to the Committee at each
regularly scheduled meeting the nature and amount of any non-audit
services that he has approved.
12
EXECUTIVE COMPENSATION
The following table sets forth the compensation received for the three
years ended December 31, 2003 by CSB's Chief Executive Officer and the persons
who were, at December 31, 2003, the four other most highly paid executive
officers.
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION LONG TERM COMPENSATION
------------------- ----------------------
OTHER OPTIONS/ ALL
ANNUAL SARs OTHER
NAME AND COMPEN- (# OF COMPEN-
PRINCIPAL POSITION YEAR SALARY($) BONUS($) SATION($) SHARES) SATION($)
------------------ ---- --------- -------- --------- ------- ---------
John J. Limbert................... 2003 92,308 30,000 -0- 10,000 35,688 (1)
President and Chief Executive.....
Officer...........................
A. Lee Miller..................... 2003 116,308 15,000 -0- -0- 5,815 (2)
Senior Vice President and......... 2002 112,000 10,000 600 (3) 1,000 6,126 (4)
Chief Financial Officer........... 2001 109,834 5,000 -0- -0- 5,817 (5)
C. James Bess..................... 2003 414,506 -0- 37,350 (6) -0- 85,725 (9)
President and Chief Executive..... 2002 309,524 -0- 42,600 (7) -0- 10,000 (10)
Officer until July 31, 2003....... 2001 250,000 -0- 44,055 (8) 20,000 62,609 (11)
-------------------------
(1) Includes the following amounts paid to Mr. Limbert: (i) $2,019.22
contributed to Mr. Limbert's 401(k) account by the Bank, (ii) $3,669.24
contributed to Mr. Limbert under the Bank's profit sharing plan, and (iii) a
$30,000 relocation bonus.
(2) Includes the following amounts paid to Mr. Miller: (i) $2,326.05 contributed
to Mr. Miller's 401(k) account by the Bank; and (ii) $3,489.24 contributed to
Mr. Miller under the Bank's profit sharing plan.
(3) Includes fees paid to Mr. Miller for a club membership.
(4) Includes the following amounts paid to Mr. Miller: (i) $2,450.37 contributed
to Mr. Miller's 401(k) account by the Bank; and (ii) $3,675.70 contributed to
Mr. Miller under the Bank's profit sharing plan.
(5) These amounts were contributed to Mr. Miller's 401(k) account by the Bank.
(6) Includes the following amounts paid to Mr. Bess: (i) $7,000 paid for travel
allowance; (ii) $850 paid for a club membership; (iii) $17,500 for director fees
and (iv) $12,000 as final payment of benefits under his amended employment
agreement. Information regarding Mr. Bess is provided pursuant to SEC
requirements.
(7) Includes the following amounts paid to Mr. Bess: (i) $12,000 paid for travel
allowance; (ii) $600 paid for a club membership; and (iii) $30,000 for director
fees.
(8) Includes the following amounts paid to Mr. Bess: (i) $11,000 paid for
automobile allowance; (ii) $12,000 paid for relocation allowance; (iii) $7,000
paid for housing allowance; (iv) $1,425 paid for a club membership; and (v)
$12,630 for director fees.
(9) Consulting fees for the period after Mr. Bess' employment with CSB, which
terminated on July 31, 2003.
13
(10) Includes the following amounts paid to Mr. Bess: (i) $4,000 contributed to
Mr. Bess' 401(k) account by the Bank; and (ii) $6,000 contributed to Mr. Bess
under the Bank's profit sharing plan.
(11) Includes the following amounts paid to Mr. Bess: (i) $8,529 contributed to
Mr. Bess' 401(k) account by the Bank; and (ii) $54,080 earned in consulting fees
for the period prior to Mr. Bess' employment with CSB, which began on March 1,
2001.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
GRANT DATE
INDIVIDUAL GRANTS PRESENT VALUE (2)
----------------- -------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS/
UNDERLYING GRANTED TO EXERCISE OR
OPTIONS/SARs EMPLOYEES IN BASE PRICE EXPIRATION
NAME GRANTED (#) (1) FISCAL YEAR ($/SH) DATE
---- --------------- ----------- ---------- ----------
John J. Limbert 10,000 83% $17.75 5/19/08 -0-
A. Lee Miller -0- N/A N/A N/A N/A
C. James Bess -0- N/A N/A N/A N/A
(1) The options were granted pursuant to Mr. Limbert's employment agreement. All
options granted in 2003 were qualified stock options. No stock appreciation
rights were granted under the Plan in 2003.
(2) The grant date present value of the options was estimated using an assumed
risk-free interest rate of 2.75% and a five year expected life.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION/SAR VALUES
VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARs OPTIONS/SARs
AT FY-END AT FY-END
SHARES ACQUIRED (# OF SHARES) ($)(1)
ON EXERCISE VALUE REALIZED EXERCISABLE/ EXERCISABLE/
NAME (# OF SHARES) ($) UNEXERCISABLE UNEXERCISABLE
---- ------------- -------------- ------------- -------------
John J. Limbert -0- -0- 10,000/-0- -0-/-0-
A. Lee Miller -0- -0- 200/800 $ 190/$760
C. James Bess -0- -0- 20,000/-0- $40,000/-0-
(1) Based on the closing price of a common share of CSB of $17.00 as reported by
the OTC Bulletin Board on December 31, 2003. The ultimate realization of profit,
if any, on the sale of common shares underlying the option is dependent upon the
market price of the shares on the date of sale.
14
EMPLOYMENT CONTRACTS AND
TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL ARRANGEMENTS
An employment agreement dated May 20, 2003, was entered into with John
J. Limbert, providing for employment of Mr. Limbert as President and Chief
Executive Officer of the Bank and CSB pursuant to the terms of the agreement.
The agreement is for a two-year term with annual renewals commencing at the
first anniversary, and provides for compensation to Mr. Limbert consisting of an
annual base salary of $150,000, a bonus to be paid at the discretion of the
Board of Directors, vacation, benefits, and certain stock options. In the event
that Mr. Limbert's employment is terminated without "cause" (as defined in the
agreement), the agreement entitles him to a severance payment equal to the
unpaid amount otherwise due under the agreement plus six months of the base
salary in effect on the date of termination and limited continued benefits for a
six month period. The agreement also contains a "non-compete" provision,
prohibiting Mr. Limbert from competing for a period of one year following the
date of termination of the agreement. The agreement provides that Mr. Limbert
receives no additional compensation for serving as a director (including service
on any committee) of the Bank or CSB.
The existing employment agreement dated March 1, 2001, with former
Chief Executive Officer C. James Bess, continued into 2003, and provided for
payment of an annual base salary of $300,000 as well as vacation and certain
enumerated benefits. The agreement was amended in May, 2003, to provide for
resignation of Mr. Bess from all positions with CSB and the Bank effective July
31, 2003. In accordance with the terms of the amended agreement, Mr. Bess
received a severance payment of $200,000 as well as payment for all unused
vacation effective July 31, 2003, and was permitted to participate in certain
CSB employee benefit plans until July 31, 2004. The amended agreement also
provides for service by Mr. Bess as an independent consultant to the Bank during
the period beginning on August 1, 2003, through February 29, 2004, for a fee of
$50,000 paid on July 1, 2003, and $7,145 monthly thereafter through February 29,
2004. (1)
---------------------
(1) Information regarding Mr. Bess is provided pursuant to SEC requirements.
15
PERFORMANCE GRAPH
The following graph compares the yearly stock change and the cumulative
total shareholder return on CSB's Common Shares during the five year period
ended December 31, 2003, with the cumulative total return on the NASDAQ Bank
Stock Index and the Standard and Poor's 500 Stock Index. The comparison assumes
$100 was invested on January 1, 1999 in CSB's Common Shares and in each of the
indicated indices and assumes reinvestment of dividends.
1998 1999 2000 2001 2002 2003
---- ---- ---- ---- ---- ----
CSB $100.00 $ 65.05 $ 31.03 $ 31.24 $ 34.00 $ 37.03
NASDAQ Bank $100.00 $ 96.15 $109.84 $118.92 $121.74 $156.62
S & P $100.00 $121.11 $110.34 $ 97.32 $ 75.75 $ 97.51
[PERFORMANCE GRAPH]
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
CSB has engaged and intends to continue to engage in the lending of
money through the Bank to various directors and officers of CSB. These loans to
such persons were made in the ordinary course of business on substantially the
same terms, including interest rates and collateral, as prevailing at the time
for comparable transactions with other persons and did not involve more than a
normal risk of collectibility or other unfavorable features.
In addition to those banking transactions conducted in the ordinary
course, the following related transactions were conducted. Each of these
transactions was made on terms similar to those that could have been negotiated
with an unaffiliated third party.
CSB and the Bank hired the Steimel Law Office and Holmes County Title
Co. from time to time during 2003 for legal services in connection with various
matters arising in the ordinary course of the business of CSB and the Bank.
Samuel M. Steimel is the owner of the Steimel Law Office and his wife is the
owner of Holmes County Title Co. CSB and the Bank
16
contemplate using the Steimel Law Office and Holmes County Title Co. in the
future on similar terms, as needed.
CSB and the Bank hired Critchfield, Critchfield & Johnston, Ltd. and
Heartland Title Agency from time to time during 2003 for legal services and real
estate closing services in connection with various matters arising in the
ordinary course of the business of CSB and the Bank. John R. Waltman is a
partner of both Critchfield, Critchfield & Johnston, Ltd. and Heartland Title
Agency. CSB and the Bank contemplate using both Critchfield, Critchfield &
Johnston, Ltd. and Heartland Title Agency in the future on similar terms, as
needed.
CSB and the Bank hired Logee, Hostetler, Stutzman & Lehman from time to
time during 2003 for legal services in connection with various matters arising
in the ordinary course of the business of CSB and the Bank. Ronald E. Holtman is
a partner of Logee, Hostetler, Stutzman & Lehman. CSB and the Bank contemplate
using Logee, Hostetler, Stutzman & Lehman in the future on similar terms, as
needed.
OTHER BUSINESS
The Board of Directors is not aware of any business to be addressed at
the Meeting other than those matters described above in this Proxy Statement.
However, if any business other than that set forth in the Notice of the Meeting
should be properly presented at the Meeting, it is intended that the Common
Shares represented by proxies will be voted with respect thereto in accordance
with the judgment of the person voting them.
PROPOSALS OF SECURITY HOLDERS
In order to be eligible for inclusion in CSB's proxy materials for the
2005 Annual Meeting of Shareholders, any shareholder's proposal to take action
at such meeting must be received at CSB's main office at 6 West Jackson Street,
Millersburg, Ohio 44654, no later than November 24, 2004. Any such proposal
shall be subject to the requirements of the proxy rules adopted under the
Securities Exchange Act of 1934, as amended.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ John J. Limbert
------------------------------------
John J. Limbert
President and Chief Executive Officer
Millersburg, Ohio
March 19, 2004
17
APPENDIX A
AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
CHARTER
I. PURPOSE
The primary function of the Audit Committee is to assist the Board of
Directors in fulfilling its oversight responsibilities by reviewing: the
financial reports and other financial information provided by the Corporation to
any governmental body or the public; the Corporation's systems of internal
controls regarding finance, accounting, legal compliance and ethics that
management and the Board have established; and the Corporation's auditing,
accounting and financial reporting processes generally. Consistent with this
function, the Audit Committee should encourage continuous improvement of, and
should foster adherence to, the Corporation's policies, procedures and practices
at all levels. The Audit Committee's primary duties and responsibilities are to:
- Serve as an independent and objective party to monitor the
Corporation's financial reporting process and internal control
systems.
- Review and appraise the audit efforts of the Corporation's
independent accountants and internal auditing function (or the
efforts of the out-sourced internal audit service provider, if
applicable).
- Provide an open avenue of communication among the independent
accountants, financial and senior management, the internal
auditing function, and the Board of Directors.
The Audit Committee will primarily fulfill these responsibilities by carrying
out the activities enumerated in Section IV of this Charter.
II. COMPOSITION
The Audit Committee shall be comprised of three or more independent
directors, free from any relationship that, in the opinion of the Board, would
interfere with the exercise of his or her independent judgment as a member of
the Committee. All members of the Committee shall have a working familiarity
with basic finance and accounting practices, and at least one member of the
Committee shall have accounting or related financial management expertise.
Committee members may enhance their familiarity with finance and accounting by
participating in educational programs conducted by the Corporation or an outside
consultant.
The members of the Committee shall be elected by the Board at the annual
organizational meeting of the Board or until their successors shall be duly
elected and qualified. Unless a chair is elected by the full Board, the members
of the committee may designate a Chair by majority vote of the full Committee
membership.
1
III. MEETINGS
The committee shall meet at least four times annually, or more
frequently as circumstances dictate. As part of its job to foster open
communication, the Committee should meet at least annual with management, the
director of the internal auditing function and the independent accountants in
separate executive sessions to discuss any matters that the Committee or each of
these groups believe should be discussed privately. In addition, the Committee
or at least its Chair should communicate with the independent accountants and
management quarterly to review the Corporation's financials consistent with IV.4
below. A majority of the whole authorized number of members of the Committee
shall be necessary to constitute a quorum for a meeting.
IV. RESPONSIBILITIES AND DUTIES
To fulfill its responsibilities and duties the Audit Committee shall:
Documents/Reports Review
1. Review and update this Charter and the Audit Department Policy
periodically, at least annually, as conditions dictate, and submit to
the Board of Directors for their approval the Audit Committee Charter
and Audit Policy Document.
2. Review the organization's annual financial statements and any reports
or other financial information submitted to any governmental body, or
the public, including any certification, report, opinion, or review
rendered by the independent accountants.
3. Review the regular internal reports prepared by the internal auditing
function and management's response.
4. Review with financial management and the independent accountants the
10-Q prior to its filing or prior to the release of earnings. The Chair
of the Committee may represent the entire Committee for purposes of
this review.
5. Review annually the department budget if one is deemed needed.
6. Review annually the scope of the audit plan and risk assessment to be
used for both the internal and external audits, including out-sourcing
and/or co-sourcing arrangements, as applicable.
7. Review the Internal Auditor's salary.
8. Review periodically (not less than quarterly) audit activity, including
adherence to the internal audit plan and review management's resolution
of audit findings.
9. Review with the Internal Auditor, as is appropriate, material
transactions originating from director, director-related enterprises,
and officer loans.
10. Review with management the extent and adequacy of property and
liability insurance coverage, and the security program.
2
11. On a timely basis, report to the full Board, on the effectiveness of
the Bank's overall control system and audit program and any matters
relating to policy which require their attention.
12. Review, at least annually the "structure, management, staffing and
audit quality of the internal audit function."
Independent Accountants
13. Recommend to the Board of Directors the selection of the independent
accountants, who are accountable to the Board and to the Audit
Committee as representatives of the shareholders, considering
independence and effectiveness and approve the fees and other
compensation to be paid to the independent accountants. On an annual
basis, the Committee should review and discuss with the accountants all
significant relationships the accountants have with the Corporation to
determine the accountants' independence.
14. Review the performance of the independent accountants and approve any
proposed discharge of the independent accountants when circumstances
warrant.
15. Periodically consult with the independent accountants out of the
presence of management about internal controls and the fullness and
accuracy of the organization's financial statements.
16. This Committee will actively engage the outside auditors in a dialogue
regarding independence.
17. Adhere to the following procedures for the approval of services by the
independent accountants:
a. The Audit Committee will annually approve the scope of, and
fees payable for, the year-end audit to be performed by CSB's
independent accountants for the next fiscal year.
b. Management may not engage the independent accountants for any
services unless they are approved by the Audit Committee in
advance of the engagement.
c. If Management wishes to engage the independent accountants for
any services, Management will define and present to the Audit
Committee specific projects and categories of service, and fee
estimates, for which the advance approval of the Audit
Committee is required. The Audit Committee will review these
requests and determine whether to pre-approve the engagement
of the independent accountants for the specific projects and
categories of service.
d. Management will report to the Audit Committee regarding the
actual spending for these projects and services, compared to
the approved amounts on a quarterly basis.
3
e. The Audit Committee Chairperson will report to the Committee
at each regularly scheduled meeting the nature and amount of
any non-audit services that he has approved.
Financial Reporting Processes
18. In consultation with the independent accountants and the internal
auditors, review the integrity of the organization's financial
reporting processes, both internal and external.
19. Consider the independent accountants' judgments about the quality and
appropriateness of the Corporation's accounting principles as applied
in its financial reporting.
20. Consider and approve, if appropriate, major changes to the
Corporation's auditing and accounting principles and practices as
suggested by the independent accountants, management, or the internal
auditing function.
Process Improvement
21. Establish regular and separate systems of reporting to the Audit
Committee by each of management, the independent accountants and the
internal auditors regarding any significant judgments made in
management's preparation of the financial statements and the view of
each as to appropriateness of such judgments.
22. Following the completion of the annual audit, review separately with
each of management, the independent accountants and the internal
auditing department any significant difficulties encountered during the
course of the audit, including any restrictions on the scope of work or
access to required information.
23. Review any significant disagreement among the management and the
independent accountants or the internal auditing function in connection
with the preparation of the financial statements.
24. Review with the independent accountants, the internal auditing function
and management the extent to which changes or improvements in financial
or accounting practices, as approved by the Audit Committee, have been
implemented. (This review should be conducted at an appropriate time
subsequent to implementation of changes or improvements, as decided by
the Committee.)
Ethical and Legal Compliance
25. Review management's monitoring of the Corporation's compliance with the
organization's Ethical Code, and ensure that management has the proper
review system in place to ensure that Corporation's financial
statements, reports and other financial information disseminated to
governmental organization, and the public satisfy legal requirements.
26. Review activities, risk based audit policy and plan, organizational
structure, and qualifications of the internal audit department.
4
27. Review, with the organization's counsel, legal compliance matters
including corporate securities trading policies.
28. Review, with the organization's counsel, any legal matter that could
have a significant impact on the organization's financial statements.
29. Perform any other activities consistent with this Charter, the
Corporation's By-laws and governing law, as the Committee or the Board
deems necessary or appropriate.
30. The Audit Committee shall have the power to conduct and authorize
investigations into any matters within the Committee's scope of
responsibilities. The Committee shall be empowered to retain
independent counsel, accountants, or others to assist it in the conduct
of any investigation.
Proxy Statement Report
31. Include a Committee report in the Corporation's proxy statement,
including
a. whether the Committee has reviewed and discussed the
Corporation's audited financial statements with management;
b. whether the Committee has discussed with the outside auditors
the matters required to be discussed by SAS 61;
c. whether the Committee has received the written disclosures and
letter from the Corporation's outside auditors relating to
their independence as required by Independent Standards Board
Standard No. 1, and has discussed with the outside auditors
their independence; and
d. whether the Committee has recommended to the Board of
Directors, based upon the reviews and discussions referenced
to in (a), (b) and (c), that the Corporation's audited
financial statements be included in the Corporation's Annual
Report on Form 10-K.
Other
32. Review with management the outside auditor's proposals to provide other
bank services such as consulting.
33. Maintain minutes and other relevant records of their meetings and
decisions.
5
[X] PLEASE MARK VOTES REVOCABLE PROXY
AS IN THIS EXAMPLE CSB BANCORP, INC. WITH- FOR ALL
FOR HOLD EXCEPT
ANNUAL MEETING OF SHAREHOLDERS 1. ELECTION OF DIRECTORS of all nominees [ ] [ ] [ ]
APRIL 21, 2004 listed (except as marked to the
THIS PROXY IS SOLICITED ON BEHALF OF contrary below):
THE BOARD OF DIRECTORS.
JEFFERY A. ROBB, SR., SAMUEL M. STEIMEL AND JOHN R. WALTMAN
The undersigned hereby appoints Ronald E.
Holtman, Daniel J. Miller and Eddie L. INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
Steiner, and each of them, with full power of MARK "FOR ALL EXCEPT" AND WRITE THAT NOMINEE'S NAME IN THE SPACE
substitution, as proxies to vote, as PROVIDED BELOW.
designated below, for and in the name of the
undersigned all shares of stock of CSB -----------------------------------------------------------------------
Bancorp, Inc. ("CSB")which the undersigned is
entitled to vote at the Annual Meeting for the 2. In their discretion, the proxies are authorized to vote upon such other
Shareholders of said Company scheduled to be business as may properly come before the meeting or an adjournment thereof.
held on April 21, 2004 at 7:00 p.m. local time
at Carlisle Village Inn, 1357 Old Route 39, Shareholders have the right to vote cumulatively in the election of
Sugarcreek, Ohio or at any adjournments or directors. In order to exercise the right to vote cumulatively, a
recesses thereof. shareholder must give written notice to the President, a Vice President or
the Secretary of CSB not less than forty-eight hours before the time fixed
for the meeting, and the shareholder's demand for cumulative voting must be
announced at the commencement of the meeting by or on behalf of the
shareholder. If cumulative voting is elected, a shareholder may cast as
many votes in an election of directors as the number of directors to be
elected multiplied by the number of shares held. If any shareholder demands
cumulative voting for the election of directors at the Meeting, this proxy
gives the individuals named on the proxy full discretion and authority to
vote cumulatively, and in their sole discretion to allocate votes among any
or all of the nominees, unless authority to vote for any or all of the
nominees is withheld.
THE BOARD OF DIRECTORS RECOMMENDS A FOR VOTE ON THE PROPOSAL.
-------------- This proxy when properly executed will be voted in the manner directed
Please be sure to sign and date Date herein by the undersigned shareholder. If no direction is made, this proxy
this Proxy in the box below. will be voted FOR the election of Directors.
----------------------------------------------
ALL FORMER PROXIES ARE HEREBY REVOKED.
--- Stockholder sign above -------------------
--- Co-holder (if any) sign above ------------
--------------------------------------------------------------------------------
- DETACH ABOVE CARD, SIGN, DATE AND MAIL IN POSTAGE PAID ENVELOPE PROVIDED. -
CSB BANCORP, INC.
6 WEST JACKSON STREET - MILLERSBURG, OHIO 44654
Please sign exactly as your name appears hereon. All joint owners should
sign. When signing in a fiduciary capacity or as a corporate officer, please
give your full title as such.
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
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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