Proposal
1.
|
Election
of two directors of Citizens Community Bancorp, Inc. for three-year
terms;
|
Proposal
2.
|
Ratification
of the appointment of Wipfli LLP as Citizens Community Bancorp, Inc.'s
independent auditors for the fiscal year ending September 30,
2009.
|
Important:
The prompt return of proxies will save us the expense of further requests
for proxies to ensure a quorum at the annual meeting. A pre-addressed
envelope is enclosed for your convenience. No postage is required if
mailed within the United States.
IMPORTANT
NOTICE: Regarding the Availability of Proxy Materials
for
the Shareholder Meeting To Be Held on February 26, 2009.
The
enclosed proxy materials are also available to you on the
Internet.
You
are encouraged to review all of the information contained in the proxy
materials before voting.
The
Company’s Proxy Statement, Annual Report and other proxy materials are
available at:
http://www.cfpproxy.com//6089 |
Date: | February 26, 2009 | |
Time: | 4:00 p.m., local time | |
Place: |
Citizens Community Federal office located at
427 West Prairie View Road
Chippewa Falls, Wisconsin
|
Proposal
1.
|
Election
of two directors of Citizens Community Bancorp, Inc. for three-year
terms;
|
Proposal
2.
|
Ratification
of the appointment of Wipfli LLP as Citizens Community Bancorp, Inc.'s
independent auditors for the fiscal year ending September 30,
2009.
|
|
·
|
submitting
a new proxy with a later date;
|
|
·
|
notifying
the Corporate Secretary of Citizens Community Bancorp, Inc. in writing
before the annual meeting that you have revoked your proxy;
or
|
|
·
|
voting
in person at the annual meeting.
|
|
·
|
those
persons or entities (or groups of affiliated persons or entities) known by
management to beneficially own more than five percent of Citizens
Community Bancorp, Inc. common stock other than directors and executive
officers;
|
|
·
|
each
director and director nominee of Citizens Community Bancorp,
Inc.;
|
|
·
|
each
current executive officer of Citizens Community Bancorp, Inc. named in the
Summary Compensation Table appearing under "Executive Compensation" below;
and
|
|
·
|
all
current directors and executive officers of Citizens Community Bancorp,
Inc. as a group.
|
Beneficial
Owners
|
Number
of
Shares
Beneficially
Owned(1)
|
Percent
of
Common
Stock
Outstanding
|
||
Beneficial
Owners of More Than Five Percent Other than
Directors
and Named Executive Officers
|
||||
Horowitz
and Associates, Inc.
2610
Lake Cook Road, Suite 190
Riverwoods,
Illinois 60015(2)
|
357,650
|
6.07%
|
||
Citizens
Community Bancorp, Inc.
Employee
Stock Ownership Plan Trust(3)
2174
EastRidge Center, Eau Claire, Wisconsin 54701
|
568,942
|
9.65%
|
||
Directors
and Named Executive Officers
|
||||
Directors:
|
||||
Richard
McHugh(4)
|
205,491
|
3.49%
|
||
Thomas
C. Kempen(5)
|
29,587
|
*
|
||
Brian
R. Schilling(5)
|
12,303
|
*
|
||
David
B. Westrate(5)
|
125,696
|
2.13%
|
||
James
G. Cooley(6)
|
176,388
|
2.99%
|
||
Named Executive
Officers:
|
||||
John
D. Zettler(7)
|
26,582
|
*
|
||
Timothy
J. Cruciani(8)
|
53,223
|
*
|
||
Rebecca
M. Johnson(9)
|
27,494
|
*
|
||
Directors
and executive officers of Citizens Community Bancorp, Inc.
as
a group (8 persons)
|
656,764
|
11.14%
|
1.
|
Except
as otherwise noted in these footnotes, the nature of beneficial ownership
for shares reported in this table is sole voting and investment power.
Included in the shares beneficially owned by the directors and named
executive officers are currently exercisable options to purchase shares of
Citizens Community Bancorp, Inc. common stock as
follows:
|
2.
|
As
reported by Horowitz and Associates, Inc. in a statement dated July 27,
2007 on Schedule 13G under the Securities and Exchange Act of 1934, as
amended. Horowitz and Associates reported sole voting and sole
dispositive power over 0 shares, shared voting power over 0 shares, and
shared dispositive power over 357,650
shares.
|
3.
|
Represents
shares held by the ESOP. Of these shares, 124,896 have been allocated to
accounts of participants. Pursuant to the terms of the ESOP, each ESOP
participant has the right to direct the voting of shares of Citizens
Community Bancorp, Inc. common stock allocated to his or her
account.
|
4.
|
Includes
34,048 shares held by Mr. McHugh's spouse. Amount also includes 5,696
shares of restricted stock granted pursuant to Citizens Community
Bancorp's 2004 Restricted Stock Plan and 11,392 shares subject to options
which are exercisable within 60 days of January 9, 2009, granted pursuant
to Citizens Community Bancorp's 2004 Stock Option and Incentive
Plan.
|
5.
|
Amount
includes 2,277 shares (5,696 shares with respect to Director Westrate, 911
shares with respect to Director Schilling) of restricted stock granted
pursuant to Citizens Community Bancorp's 2004 Restricted Stock Plan and
11,392 shares subject to options which are exercisable within 60 days of
January 9, 2009, granted pursuant to Citizens Community Bancorp's 2004
Stock Option and Incentive Plan.
|
6.
|
Amount
includes 19,106 shares held by Mr. Cooley's spouse. Amount also includes
22,785 shares of restricted stock granted pursuant to Citizens Community
Bancorp's 2004 Restricted Stock Plan and 56,956 shares subject to options
which are exercisable within 60 days of January 9, 2009, granted pursuant
to Citizens Community Bancorp's 2004 Stock Option and Incentive
Plan.
|
7.
|
Amount
includes 3,645 shares of restricted stock granted pursuant to Citizens
Community Bancorp's 2004 Restricted Stock Plan and 9,112 shares subject to
options which are exercisable within 60 days of January 9, 2009, granted
pursuant to Citizens Community Bancorp's 2004 Stock Option and Incentive
Plan.
|
8.
|
Amount
includes 10,252 shares of restricted stock granted pursuant to Citizens
Community Bancorp's 2004 Restricted Stock Plan and 20,503 shares subject
to options which are exercisable within 60 days of January 9, 2009,
granted pursuant to Citizens Community Bancorp's 2004 Stock Option and
Incentive Plan.
|
9.
|
Amount
includes 4,556 shares of restricted stock granted pursuant to Citizens
Community Bancorp's 2004 Restricted Stock Plan and 9,112 shares subject to
options which are exercisable within 60 days of January 9, 2009, granted
pursuant to Citizens Community Bancorp's 2004 Stock Option and Incentive
Plan.
|
Name
|
Age(1)
|
Position(s)
Held with
Citizens
Community Bancorp, Inc. and
Citizens
Community Federal
|
Director
Since(2)
|
Term
to
Expire
|
Director Nominees
|
||||
Brian
R. Schilling
|
54
|
Director
|
1987
|
2012
|
David
B. Westrate
|
64
|
Director
|
1991
|
2012
|
Directors Continuing in
Office
|
||||
James
G. Cooley
|
61
|
President
and Chief Executive Officer
|
1993
|
2010
|
Richard
McHugh
|
65
|
Chairman
|
1985
|
2011
|
Thomas
C. Kempen
|
65
|
Vice-Chairman
|
1982
|
2011
|
|
·
|
reviewing
significant financial information including all quarterly reports and
press releases containing financial information for the purpose of giving
added assurance that the information is accurate and timely and that it
includes all appropriate financial statement
disclosures;
|
|
·
|
ascertaining
the existence of effective accounting and internal control systems;
and
|
|
·
|
overseeing
the entire audit function including reviewing all reports received from
the independent auditor.
|
|
·
|
recommend
to the Board the appropriate size of the Board, and assist in identifying,
interviewing and recruiting candidates for the
Board;
|
|
·
|
recommend
candidates (including incumbents) for election and appointment to the
Board of Directors, subject to the provisions set forth in Citizens
Community Bancorp, Inc.'s charter and bylaws relating to the nomination or
appointment of directors, based on the following criteria: business
experience, education, integrity and reputation, independence, conflicts
of interest, diversity, age, number of other directorships and commitments
(including charitable organizations), tenure on the Board, attendance at
Board and committee meetings, stock ownership, specialized knowledge (such
as an understanding of banking, accounting, marketing, finance, regulation
and public policy) and a commitment to Citizens Community Bancorp, Inc.'s
communities and shared values, as well as overall experience in the
context of the needs of the Board as a
whole;
|
|
·
|
review
nominations submitted by stockholders, which have been addressed to
Citizens Community Bancorp, Inc.'s Secretary, and which comply with the
requirements of Citizens Community Bancorp, Inc.'s charter and bylaws.
Nominations from stockholders will be considered and evaluated using the
same criteria as all other
nominations;
|
|
·
|
annually
recommend to the Board committee assignments and committee chairs on all
committees of the Board, and recommend committee members to fill vacancies
on committees as necessary; and
|
|
·
|
perform
any other duties or responsibilities expressly delegated to the Committee
by the Board. Board Member Attendance at Annual Stockholders
Meetings.
|
|
·
|
The
Audit Committee has reviewed and discussed with Citizens Community
Bancorp, Inc.'s management Citizens Community Bancorp, Inc.'s fiscal 2008
audited financial statements;
|
|
·
|
The
Audit Committee has discussed with Citizens Community Bancorp, Inc.'s
independent auditors (Wipfli LLP) the matters required to be discussed by
Statement on Auditing Standards No. 114 and requirements of the
SEC;
|
|
·
|
The
Audit Committee has received the written disclosures and letter from the
independent auditors required by Independence Standards Board No. 1 (which
relates to the auditors' independence from Citizens Community Bancorp,
Inc. and its related entities) and has discussed with the auditors their
independence from Citizens Community Bancorp, Inc.;
and
|
|
·
|
Based
on the review and discussions referred to in the three items above, the
Audit Committee recommended to the Board of Directors that the fiscal 2008
audited financial statements be included in Citizens Community Bancorp,
Inc.'s Annual Report on Form 10-K for the fiscal year ended September 30,
2008.
|
|
(a)
|
Audit Fees: Aggregate
fees billed for professional services rendered for the audit of Citizens
Community Bancorp, Inc.'s annual financial statements and review of
financial statements included in Citizens Community Bancorp, Inc.'s
Quarterly Reports on Form 10-Q: 2008 - $109,044; 2007 - $91,300; 2006 -
$92,500.
|
|
(b)
|
Audit Related Fees:
Aggregate fees billed for professional services rendered related to
consultation on accounting matters: 2008 - $4,310; 2007 - $9,600; 2006
-$12,100.
|
|
(c)
|
Tax Fees: Aggregate fees
billed for professional services rendered related to tax compliance, tax
advice and tax consultations: 2008 - $25,249; 2007 - $25,000; 2006
-$12,900.
|
|
(d)
|
All other fees:
Aggregate fees billed for retirement plan accounting and consulting
services and compliance examinations: 2008 - $19,584; 2007 - $34,800; 2006
- $24,800. Second step conversion and reorganization: 2008 - $0; 2007 -
$7,800; 2006 - $70,300. Total of all other fees: 2008 - $7,998;
2007 - $42,600; 2006 - $95,100.
|
Name
and Principal Position
|
Fiscal
Year
|
Salary
|
Change
in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings(1)
|
All
Other
Compen-
sation(2)
|
Total
|
James
G. Cooley (3)
President
and
Chief
Executive Officer
|
2008
|
$252,955
|
$43,496
|
$42,968
|
$339,419
|
2007
|
241,725
|
97,545
|
32,217
|
371,487
|
|
John
Zettler (4)
Chief
Financial Officer
|
2008
|
$115,009
|
$ 9,809
|
$24,217
|
$149,035
|
2007
|
115,009
|
8,120
|
15,010
|
141,584
|
|
Timothy
Cruciani (5)
Executive
Vice President
|
2008
|
$121,834
|
$ 7,240
|
$27,056
|
$156,130
|
2007
|
116,417
|
9,704
|
15,881
|
142,002
|
|
Rebecca
Johnson (6)
Senior
Vice President MIC
and
Accounting
|
2008
|
$ 99,679
|
$ 5,388
|
$20,886
|
$125,953
|
2007
|
98,132
|
6,060
|
12,942
|
117,134
|
1.
|
Amount
reported reflects the aggregate change from fiscal 2007 to fiscal 2008 and
from 2006 to fiscal 2007, respectively, in the actuarial present value of
the named executive officer’s accumulated benefit under the Bank’s
supplemental executive retirement plan.
|
2.
|
The
Bank's contributions under its 401(k) plan, term life insurance premiums
paid by the Bank on behalf of the officers, ESOP allocations and dividends
on unvested restricted stock. This amount does not include
personal benefits or perquisites, because none of the named executive
officers received more than $10,000 worth of such benefits in the
aggregate.
|
3.
|
The
amount includes $6,558 in contributions by the Bank under its 401(k) plan,
$849 in term life insurance premiums paid by the Bank on behalf of Mr.
Cooley, $32,713 in ESOP allocations and $2,848 in dividends on unvested
restricted stock.
|
4.
|
The
amount includes $3,450 in contributions by the Bank under its 401(k) plan,
$345 in term life insurance premiums paid by the Bank on behalf of Mr.
Zettler, $19,967 in ESOP allocations and $455 in dividends on unvested
restricted stock.
|
5.
|
The
amount includes $3,655 contributions by the Bank under its 401(k) plan,
$364 in term life insurance premiums paid by the Bank on behalf of Mr.
Cruciani, $22,012 in ESOP allocations and $1,025 in dividends on unvested
restricted stock.
|
6.
|
The
amount includes $2,990 in contributions by the Bank under its 401(k) plan,
$284 in term life insurance premiums paid by the Bank on behalf of Ms.
Johnson, $17,137 in ESOP allocations and $455 in dividends on unvested
restricted stock.
|
Options
Awards
|
Stock
Awards
|
||||||||||||||
Number
of
Securities
Underlying
Unexercised
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(1)
|
|||||||||||
Name
|
Exercisable
|
Unexercisable
|
|||||||||||||
James
G. Cooley
|
42,717
|
28,478
|
$7.04
|
2/4/2015
|
11,391
|
$82,584
|
|||||||||
John
Zettler
|
6,833
|
4,558
|
$7.04
|
2/4/2015
|
1,822
|
13,209
|
|||||||||
Timothy
Cruciani
|
15,377
|
10,252
|
$7.04
|
2/4/2015
|
4,101
|
29,732
|
|||||||||
Rebecca
Johnson
|
6,833
|
4,558
|
$7.04
|
2/4/2015
|
1,822
|
13,209
|
1.
|
Value
is based on the $7.25 closing price of a share of the Company’s stock on
September 30, 2008.
|
Option
Awards
|
Stock
Awards
|
|||||||||||
Name
|
Number
of
Shares
Acquired
on
Exercise
|
Value
Realized
on
Exercise(1)
|
Number
of
Shares
Acquired
on
Vesting
|
Value
Realized
on
Vesting(2)
|
||||||||
James
G. Cooley
|
---
|
$
---
|
5,096
|
$45,252
|
||||||||
John
Zettler
|
---
|
---
|
912
|
8,098
|
||||||||
Timothy
Cruciani
|
---
|
---
|
2,051
|
18,212
|
||||||||
Rebecca
Johnson
|
---
|
---
|
912
|
8,098
|
1.
|
Value
realized on exercise represents the excess of the fair market value of the
shares acquired at exercise over the exercise price of the
option.
|
2.
|
Value
realized on vesting represents the fair market value of the shares on
vesting date.
|
Name
|
Name
of Plan
|
Executive
Contributions
in
2008
|
Company
Contributions
in
2008
|
Aggregate
Earnings
in
2008
|
Aggregate
Balance at 9/30/2008
|
James
G. Cooley
|
Deferred
Compensation
|
$ ---
|
$ ---
|
$ ---
|
$ ---
|
John
Zettler
|
Deferred
Compensation
|
---
|
---
|
---
|
---
|
Timothy
Cruciani
|
Deferred
Compensation
|
---
|
---
|
---
|
---
|
Rebecca
Johnson
|
Deferred
Compensation
|
---
|
---
|
---
|
---
|
Name
|
Name
of Compensation
Component
or Plan
|
Termination
Without
Cause or
Constructive
Termination(3)
|
Change
in
Control
With
No
Termination
|
Termination
in Connection With or Following a
Change
in Control
|
||||
James
G. Cooley
|
Employment
Agreement
|
(1)
|
$252,954
|
---
|
$ 252,954
|
|||
SERP
|
165,000
|
---
|
1,202,998
|
|||||
Restricted
stock plan
|
(2)
|
82,585
|
---
|
82,585
|
||||
John
Zettler
|
Employment
Agreement
|
(1)
|
$115,069
|
---
|
115,009
|
|||
SERP
|
27,679
|
---
|
92,639
|
|||||
Restricted
stock plan
|
(2)
|
13,210
|
---
|
13,210
|
||||
Timothy
Cruciani
|
Employment
Agreement
|
(1)
|
$121,834
|
---
|
121,834
|
|||
SERP
|
26,208
|
---
|
60,126
|
|||||
Restricted
stock plan
|
(2)
|
29,732
|
---
|
29,732
|
||||
Rebecca
Johnson
|
Employment
Agreement
|
(1)
|
$
99,679
|
---
|
69,967
|
|||
SERP
|
21,615
|
---
|
48,478
|
|||||
Restricted
stock plan
|
(2)
|
13,210
|
---
|
13,210
|
1.
|
Presumes
that the employment agreement has a full three-year term on September 30,
2008 termination date and that the payout is based on the 2008
compensation levels. The executive will be entitled to receive
the amount shown annually for the term of the
agreement.
|
2.
|
Amount
represents the value of the executive’s unvested shares of restricted
stock based on the $7.25 closing price of a share of the Company’s stock
on September 30, 2008.
|
3.
|
Amount
under SERP represents annual payment for a period of 15 years for Mr.
Cooley and 10 years for Messrs. Zettler and Cruciani and Ms.
Johnson.
|
Name
|
Fees
Earned
or
Paid
in
Cash
|
Change
in
Pension
Value
and
Non Qualified
Deferred
Compensation
Earnings
|
All
Other
Compensation(1)
|
Total
|
|||||||||
Richard
McHugh
|
$18,000
|
$ (38)
|
$---
|
$17,962
|
|||||||||
Thomas
C. Kempen
|
8,000
|
(628)
|
---
|
7,372
|
|||||||||
Brian
R. Schilling
|
6,667
|
704
|
---
|
7,371
|
|||||||||
Donna
E. Talmage
|
5,333
|
(2,110)
|
---
|
3,223
|
|||||||||
David
B. Westrate
|
8,000
|
4,862
|
---
|
12,862
|
1.
|
No
director received personal benefits or perquisites exceeding $10,000 in
the aggregate. The earnings on each director’s deferred compensation
account, excluding the above-market earnings reported in the preceding
column, are reported in the footnotes
below.
|
VOTE
FOR
|
VOTE
WITTHELD
|
|||||||
1.
|
The
election as directors of all nominees listed below
(except
as marked to the contrary below).
|
o
|
o
|
|||||
Brian R.
Schilling David
B. Westrate
|
||||||||
Instructions: To vote for all nominees, mark
the box "FOR" with an "X". To withhold your vote for an individual
nominee, mark the box "FOR" with an "X" and write the name of the nominee
on the line provided below for whom you wish your vote withheld. To
withhold your vote as to all nominees, mark the box "VOTE WITHHELD" with
an "X".
|
||||||||
VOTE
FOR
|
VOTE
AGAINST
|
ABSTAIN
|
||||||
2.
|
The
ratification of the appointment of Wipfli, LLP as auditors of the
Corporation for the fiscal year ending September 30, 2009.
|
o
|
o
|
o
|
||||
3.
|
Such
other matters that may properly come before the Meeting or any
adjournments thereof.
|
|||||||
THIS
PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS
ARE
SPECIFIED, THIS PROXY WILL BE VOTED FOR THE PROPOSALS
STATED.
IF ANY OTHER BUSINESS IS PRESENTED AT SUCH 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.
|
Dated: _____________________, 2009 | ||||
|
|
|||
PRINT
NAME OF SHAREHOLDER
|
PRINT
NAME OF SHAREHOLDER
|
|||
|
|
|||
SIGNATURE
OF SHAREHOLDER
|
SIGNATURE
OF SHAREHOLDER
|
|||
Please
sign exactly as your name appears on this proxy card. When signing as
attorney, executor, administrator, trustee or guardian, please give your
full title. If shares are held jointly, only one signature is
required.
|
||||
PLEASE
COMPLETE, DATE, SIGN AND MAIL THIS PROXY
PROMPTLY
IN THE ENCLOSED POSTAGE -PREPAID
ENVELOPE.
|
||||