PBSK Poage Bankshares, Inc. (delisted)

 

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 ¨

 

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)).

 

¨ Definitive proxy statement.

 

x Definitive additional materials.

 

¨ Soliciting material under Rule 14a-12.

 

POAGE BANKSHARES, INC.

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(Name of Registrant as Specified in its Charter)

 

STILWELL VALUE PARTNERS II, L.P.

STILWELL VALUE PARTNERS V, L.P.

STILWELL VALUE PARTNERS VII, L.P.

STILWELL ACTIVIST FUND, L.P.

STILWELL ACTIVIST INVESTMENTS, L.P.

STILWELL PARTNERS, L.P.

STILWELL VALUE LLC

JOSEPH STILWELL

STEPHEN S. BURCHETT

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(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)

 

Payment of filing fee (check the appropriate box):

 

¨ 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:

 

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(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.

 

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The Stilwell Group

111 Broadway, 12th Floor

New York, NY 10006

(212) 269-1551

INFO@STILWELLGROUP.COM

 

July 9, 2015

 

Dear Fellow PBSK Shareholder,

 

We would like your support to elect our independent nominee, Stephen Burchett, to PBSK’s Board of Directors. A vote FOR Stephen Burchett on the enclosed GREEN proxy is automatically a vote to replace PBSK’s Darryl Akers, a legacy director since 1991 when the Company was still a private institution. We believe all publicly traded companies should welcome new, unaffiliated board members who will voice what the shareholders want.

 

As PBSK’s largest shareholder, we want the Board to prioritize stock repurchases. Repurchasing shares at a discount is a relatively effortless, low-risk way of increasing shareholder value. PBSK’s stock continues to trade at a price below its book value. This means that the Company has had the opportunity to buy back shares at a discount and retire them, making each remaining share more valuable.

 

In our view, banks with excess capital and a discounted stock price should repurchase at least 10% of their outstanding stock per year. In the past calendar year, PBSK bought back a mere 2.6% of its shares, failing to finish its stock repurchase plan. When will the Board follow through and complete a significant number of share repurchases?

 

If elected, our nominee will have a shareholder mandate to follow through in maximizing shareholder value. Please submit ONLY the enclosed GREEN proxy FOR Stephen Burchett and DISCARD ALL WHITE proxies that you receive. If you have already voted, you may change your vote by submitting the enclosed GREEN proxy FOR Stephen Burchett.

 

	Thank You,
	Megan Parisi

 

  

▼     DETACH PROXY CARD HERE     ▼

PROXY

 

THIS PROXY IS SOLICITED BY THE STILWELL GROUP IN OPPOSITION TO

THE BOARD OF DIRECTORS OF POAGE BANKSHARES, INC.

FOR THE 2015 ANNUAL MEETING OF STOCKHOLDERS

 

 

THIS SOLICITATION IS NOT BEING MADE BY THE BOARD OF DIRECTORS OF POAGE BANKSHARES, INC.

  

The undersigned hereby appoints Ms. E.J. Borrack, Mr. Charles W. Garske, Ms. Megan Parisi, and Mr. Bruce Goldfarb, and each of them, attorneys and agents with full power of substitution, as Proxy for the undersigned, to vote all shares of common stock, par value $0.01 per share, of Poage Bankshares, Inc. (“Poage Bankshares” or the “Company”), which the undersigned is entitled to vote at the Annual Meeting of Stockholders to be held on July 21, 2015, located at the Ashland Community & Technical College, Technology Conference Room, 1400 College Drive, Ashland, Kentucky, at 10:00 a.m. Kentucky Time, or any adjournments or postponements thereof and at any meeting called in lieu thereof (the “Annual Meeting”).

 

This proxy, when properly executed will be voted in the manner directed herein by the undersigned stockholder. Unless otherwise specified, this proxy will be voted “FOR” the election of the Stilwell Group’s Nominee as a director as noted on the reverse, “AGAINST” the Company’s non-binding proposal to approve its executive compensation, and “FOR” the ratification of the appointment of Crowe Horwath LLP as the Company’s independent registered public accounting firm for 2015. This proxy revokes all prior proxies given by the undersigned.

 

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on July 21, 2015. The Stilwell Group’s Proxy Statement and form of GREEN proxy card are available at www.OkapiVote.com/Poage.

 

For registered shares, your proxy must be received by 11:59 p.m. Central Daylight Time on July 20, 2015.

 

 

 

IMPORTANT: PLEASE SIGN AND DATE ON THE REVERSE SIDE.

 

  

▼     DETACH PROXY CARD HERE     ▼

 

The Stilwell Group recommends that you vote “FOR” the election of the Stilwell Group’s Nominee, Stephen S. Burchett, as a director, “AGAINST” the Company’s non-binding proposal to approve its executive compensation, and “FOR” the ratification of the appointment of Crowe Horwath LLP as the Company’s independent registered public accounting firm for 2015.

 

1.	ELECTION OF DIRECTORS   – To elect Mr. Stephen S. Burchett

 

¨ FOR

¨ WITHHOLD

 

The Stilwell Group intends to use this proxy to vote for the person who has been nominated by the Company for election as a director, other than the Company nominee noted below. There is no assurance that the candidate nominated by the Company will serve as a director if the Stilwell Group’s Nominee is elected. You should refer to the Company’s proxy statement and form of proxy distributed by the Company for the name, background, qualifications and other information concerning the Company’s nominees. The Stilwell Group is NOT seeking authority to vote for and will NOT exercise any authority for Darryl E. Akers.

 

Note: If you do not wish for your shares to be voted “FOR” a person who has been nominated by the Company for election as a director, other than Darryl E. Akers, write the name of the Company nominee in the following space:
_______________________________________________________________________

 

2.	ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION.

 

¨ FOR

¨ AGAINST

¨ ABSTAIN

 

3.	RATIFICATION OF APPOINTMENT OF CROWE HORWATH LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR POAGE BANKSHARES, INC. FOR THE YEAR ENDING DECEMBER 31, 2015.

 

¨ FOR

¨ AGAINST

¨ ABSTAIN

 

In his or her discretion, each Proxy is authorized to vote upon such other business that may properly come before the Annual Meeting and any and all adjournments or postponements thereof, as provided in the Proxy Statement provided herewith.   Please sign exactly as your name(s) appear on the proxy card(s) previously sent to you. When shares are held by joint tenants, both should sign. When signing as an attorney, executor, administrator, trustee, or guardian, please give full title as such. If a corporation, please sign in full corporation name by the President or other duly authorized officer. If a partnership, please sign in partnership name by authorized person. This proxy card votes all shares held in all capacities.

 

  

PLEASE SIGN, DATE, AND MAIL THIS PROXY CARD TODAY.

 

 

Dated:			Signature
			Title:
Dated:			Signature (if held jointly)
			Title:

 

		Electronic Voting Instructions
		You can vote by Internet or telephone!
		Available 24 hours a day, 7 days a week!
		Instead of mailing your proxy, you may choose one of the two voting methods outlined below to vote your proxy.
		Proxies submitted by the Internet or telephone must be received by 11:59 p.m., Eastern Daylight Time, on July 20, 2015.
		Vote by telephone ¨  At NO CHARGE to you, call toll free 1-877-219-9655 within the USA, US territories & Canada any time on a touch tone telephone.
		Vote by Internet
		Log on to the Internet and go to www.okapivote.com/pbsk -Follow the steps outlined on the secured website.