UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
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Soliciting
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American Church Mortgage
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Charter)
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AMERICAN
CHURCH MORTGAGE COMPANY
10237
YELLOW CIRCLE DRIVE
MINNETONKA,
MINNESOTA 55343
(952)
945-9455
April 21,
2010
Dear
Shareholder:
You are
invited to attend the 2010 Annual Meeting of Shareholders of American Church
Mortgage Company to be held at 10237 Yellow Circle Drive, Minnetonka, Minnesota,
55343, on June 3, 2010 at 10:00 a.m., local time.
The
attached Notice of Annual Meeting and proxy statement describes each business
proposal for your action. After the business of the meeting has been concluded,
shareholders will be given an opportunity to ask appropriate
questions.
The
proposals and the vote the Board of Directors recommends are:
|
Proposal
|
Recommended Vote
|
1.
|
Election
of four (4) directors to hold office until the next annual meeting of
shareholders and until their successors have been duly elected and
qualified.
|
FOR
|
2.
|
Ratification
of the appointment of Baker Tilly Virchow Krause, LLP as our independent
registered public accounting firm for the year ending December 31,
2010.
|
FOR
|
A notice of Annual Meeting, a form of
proxy and a proxy statement containing information about the matters to be acted
upon at the Annual Meeting of Shareholders are enclosed. A copy of
the Company’s Annual Report on Form 10-K is also enclosed, but should not be
considered proxy solicitation material. Upon written request, the
Company will provide each shareholder being solicited by this proxy statement
with a free copy of any exhibits and schedules thereto. All such requests should
be directed to our office at: 10237 Yellow Circle Drive, Minnetonka,
Minnesota, 55343, Attn: Philip J. Myers, Corporate Secretary and
President.
Your vote
is very important and we
urge
you to complete,
sign, date and mail the enclosed proxy card promptly. This action will not limit
your right to revoke your proxy in the manner described in the accompanying
proxy statement or to vote in person if you wish to attend the Annual Meeting
and vote personally.
Sincerely,
AMERICAN
CHURCH MORTGAGE COMPANY
/s/ Philip J.
Myers
Philip J.
Myers
President
AMERICAN
CHURCH MORTGAGE COMPANY
–––––––––––––––––
NOTICE
OF ANNUAL MEETING OF SHAREHOLDERS
TO
BE HELD JUNE 3, 2010
AT
10:00 A.M.
TO THE
SHAREHOLDERS:
NOTICE IS
HEREBY GIVEN that the Annual Meeting of Shareholders of American Church Mortgage
Company, a Minnesota corporation, will be held at ACMC’s office at
10237 Yellow Circle Drive, Minnetonka, Minnesota, 55343, at 10:00 a.m.,
local time, on June 3, 2010.
This
meeting is being held for the following purposes:
1.
|
To
elect four (4) persons to serve as directors until the next annual meeting
of shareholders and until their successors are duly elected and
qualified.
|
2.
|
To
ratify the appointment of Baker Tilly Virchow Krause, LLP as our
independent registered public accounting firm for the year ending December
31, 2010.
|
3.
|
To
transact such other business as may properly come before the meeting or
any adjournment or postponement
thereof.
|
Only
shareholders of record at the close of business on April 19, 2010 will be
entitled to notice of or to vote at the meeting or any adjournment thereof.
Whether or not you plan to be present at the meeting, please sign and return the
accompanying form of proxy in the enclosed postage prepaid envelope at your
earliest convenience. If there are not sufficient votes for a quorum or to
approve or ratify any of the foregoing proposals at the time of the Annual
Meeting, the Annual Meeting may be adjourned in order to permit further
solicitation of proxies by the Company.
Each of
you is invited to attend the Annual Meeting in person, if possible. Whether or
not you plan to attend in person, please mark, date and sign the enclosed proxy,
and mail it promptly. A return envelope is enclosed for your
convenience.
By Order
of the Board of Directors,
/s/ Philip J.
Myers
Philip J.
Myers, President and Secretary
Minnetonka,
Minnesota
April 21,
2010
WHETHER
OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING,
PLEASE
SIGN THE PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE.
Important
Notice Regarding the Availability of Proxy Materials
for
the Annual Meeting of Shareholders to Be Held on June 3,
2010.
The
proxy materials, including the proxy statement and the 2009 Annual Report
are available at the “Investors Relations” tab on our website at:
www.church-loans.net.
|
AMERICAN
CHURCH MORTGAGE COMPANY
10237
YELLOW CIRCLE DRIVE
MINNETONKA,
MINNESOTA 55343
(952)
945-9455
–––––––––––––––
PROXY
STATEMENT
––––––––––––––––
ANNUAL
MEETING OF SHAREHOLDERS
JUNE
3, 2010
This
proxy statement and the accompanying proxy card are being mailed, beginning on
April 21, 2010, to owners of common shares of American Church Mortgage Company
in connection with the solicitation of proxies by the Board of Directors for our
2010 Annual Meeting of Shareholders. This proxy procedure is necessary to permit
all American Church Mortgage Company shareholders, many of whom are unable to
attend the Annual Meeting, to vote. The Board of Directors encourages you to
read this document thoroughly and to take this opportunity to vote on the
matters to be decided at the Annual Meeting.
TABLE
OF CONTENTS
GENERAL
INFORMATION
|
3
|
PROPOSAL 1
:
ELECTION OF DIRECTORS
|
7
|
HOW
DOES THE BOARD OPERATE?
|
9
|
HOW
ARE EXECUTIVES AND DIRECTORS COMPENSATED?
|
10
|
DIRECTORS,
EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND
|
|
CORPORATE GOVERNANCE; COMPLIANCE WITH SECTION 16(a) OF THE
|
|
EXCHANGE ACT
|
11
|
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
|
|
INDEPENDENCE
|
13
|
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
|
|
AND RELATED STOCKHOLDER MATTERS
|
16
|
EXECUTIVE
COMPENSATION AND EQUITY COMPENSATION PLANS
|
17
|
DIRECTOR
COMPENSATION
|
17
|
PRINCIPAL
ACCOUNTANT FEES AND SERVICES
|
18
|
PROPOSAL 2
:
APPROVAL OF APPOINTMENT OF INDEPENDENT REGISTERED
|
|
PUBLIC ACCOUNTING FIRM
|
19
|
SHAREHOLDER PROPOSALS FOR THE 2011 ANNUAL MEETING OF
|
|
SHAREHOLDERS
|
20
|
OTHER
MATTERS
|
20
|
EXHIBITS
|
|
ANNUAL REPORT ON FORM 10-K
|
|
PROXY
|
|
GENERAL
INFORMATION
The
questions and answers set forth below provide general information regarding this
proxy statement and our Annual Meeting of Shareholders.
When
are our annual report to shareholders and this proxy statement first being sent
to shareholders?
This
proxy statement is being sent to shareholders beginning on April 21,
2010. The Company’s 2009 Annual Report to Shareholders on Form 10-K
accompanies this proxy statement.
What
am I voting on?
1.
|
The
election of four (4) Board members, each for a one-year term or until
their successors are elected and
qualified.
|
2.
|
The
ratification of the appointment of Baker Tilly Virchow Krause, LLP as our
independent registered public accounting firm for the year ending December
31, 2010.
|
The Board of Directors recommends
that you vote “FOR” each proposal.
Who
is entitled to vote at the Annual Meeting and how many votes do they
have?
Common
shareholders of record at the close of business on April 19, 2010 may vote at
the Annual Meeting. Each share has one vote. There were 2,472,081 common shares
outstanding on April 19, 2010. For ten days prior to the meeting, a
complete list of shareholders entitled to vote at the meeting will be available
for examination by any shareholder, for any purpose relating to the meeting,
during normal business hours at the our offices. This list will also
be available at the Annual Meeting.
How
do I vote?
You must
be present, or represented by proxy, at the Annual Meeting in order to vote your
shares. Since many of our shareholders are unable to attend the Annual Meeting
in person, we send proxy cards to all of our shareholders to enable them to
vote. However, if you would like to attend in person and need
directions to the Company’s offices where the Annual Meeting will be held,
please contact our Corporate Secretary and President, Philip J. Myers at (952)
945-9455.
What
is a proxy?
A proxy
is a person you appoint to vote on your behalf. We are soliciting your
appointment of proxies so that your common shares may be voted at the Annual
Meeting as you direct without your attendance. If you complete and return the
enclosed proxy card
,
your shares will be voted by your proxy as you instruct on your returned
proxy card.
By
completing and returning the proxy card, whom am I designating as my
proxy?
You will
be designating Philip J. Myers and Scott J. Marquis as your proxies. They may
act on your behalf together or individually and will have the authority to
appoint a substitute to act as proxy.
How
will my proxy vote my shares?
Your
proxy will vote according to the instructions on your proxy card. If you
complete and return your proxy card but do not indicate your vote on the
proposals, your proxy will vote:
“FOR”
the election of Philip
J. Myers, Kirbyjon H. Caldwell, Dennis J. Doyle and Michael G. Holmquist as
Directors and
“FOR”
the
ratification of the appointment of our independent registered public accounting
firm. We do not intend to bring any other matters for a vote at the
Annual Meeting, and we do not know of anyone else who intends to do so. However,
your proxies are authorized to vote on your behalf, using their best judgment,
on any other business that properly comes before the Annual
Meeting.
How
do I vote using my proxy card?
Other
than attending the Annual Meeting and voting in person, you must vote by
mail. To vote by mail, simply mark, sign and date the enclosed proxy
card and return it in the postage-paid envelope provided. If you hold your
shares through a broker, bank or other nominee, you will receive separate
instructions from the nominee describing how to vote your shares.
How
do I revoke my proxy?
You may
revoke your proxy at any time before your shares are voted at the Annual Meeting
by:
·
|
Notifying
our Corporate Secretary, Philip J. Myers, in writing at 10237 Yellow
Circle Drive, Minnetonka, Minnesota 55343, that you are revoking your
proxy;
|
·
|
Executing
a later-dated proxy card; or
|
·
|
Attending
and voting by ballot at the Annual
Meeting.
|
Is
my vote confidential?
Yes, only
certain of our officers will have access to your card.
Who
will count the votes?
An
officer of American Church Mortgage Company will act as the inspector of
election and will count the votes.
What
constitutes a quorum?
As of
April 19, 2010, 2,472,081 of our common shares were issued and outstanding. The
holders of one-third (1/3) of the shares outstanding and entitled to vote,
represented either in person or by proxy, constitute a quorum for the
transaction of business. If you sign and return your proxy card, you will be
considered part of the quorum, even if you withhold your vote. If a
quorum is
not present at the Annual Meeting, the shareholders present in person or, by
proxy may adjourn the meeting to a date not more than 120 days after June 3,
2010, until a quorum is present.
How
will my vote be counted?
With
respect to the election of Directors, votes may be cast in favor of or withheld
from one or all nominees. Votes that are withheld will not be included in the
vote.
With
respect to approval of and appointment of our independent registered public
accounting firm, votes may be cast for or against the proposal or the proxy may
be instructed to abstain. Abstentions will be treated as “No”
votes.
What
percentage of the Company’s common shares do the directors and executive
officers own?
Our Board
of Directors and executive officers beneficially owned 3.43% of our common
shares as of April 19, 2010. (See the discussion under the heading “Security
Ownership of Certain Beneficial Owners and Management” for more
details.)
Who
is soliciting my proxy, how is it being solicited and who pays the
cost?
American
Church Mortgage Company is soliciting your proxy. The solicitation process is
being conducted primarily by mail. However, proxies may also be solicited in
person, by telephone or facsimile. Computershare Trust Company, Inc.,
our transfer agent, will be assisting us for a fee, plus out-of-pocket expenses.
In 2009, we paid Computershare approximately $5,300, which included
out-of-pocket expenses, for assisting us with our proxy
solicitation. American Church Mortgage Company pays the cost of
soliciting proxies. We will also reimburse stockbrokers and other custodians,
nominees and fiduciaries for their reasonable out-of-pocket expenses for
forwarding proxy and solicitation material to the owners of our common
shares.
Can
I vote on-line over the Internet?
We
currently do not offer to shareholders on-line voting over the
Internet. The Company has determined the cost to provide internet
on-line voting to be prohibitive at this time. However, you may view
and download the proxy materials, including the proxy statement and the
Company’s Annual Report on Form 10-K from our website. The website to
view and download this information is www.church-loans.net under the “Investor
Relations” tab. References to our website are not intended to and do
not incorporate information found on the website into this proxy
statement.
Do
we have any significant shareholders?
We have
no shareholders who beneficially owned more than 5.0%
of our stock as of April
19, 2010.
When
are shareholder proposals for the year 2011 shareholder meeting
due?
Shareholder
proposals to be presented at the 2011 Annual Meeting must be submitted in
writing by January 22, 2011 to Philip J. Myers, President, at 10237 Yellow
Circle Drive,
Minnetonka,
Minnesota 55343. You should submit any proposal by a method that permits you to
prove the date of delivery to us. (See the discussion under the heading
“Shareholder Proposals for the 2011 Annual Meeting of Shareholders” and
“Election of Directors” for information regarding certain procedures with
respect to shareholder proposals and nominations of Directors.)
PROPOSAL
1
ELECTION
OF DIRECTORS
Pursuant
to our Bylaws, the Board has fixed at four (4) the number of directors to be
elected at the Annual Meeting. Unless otherwise indicated thereon, the proxy
holders will vote
“FOR”
the election of the nominees listed below to serve until the next annual meeting
of shareholders and until their successors are elected and qualified. All
nominees are members of the present Board. If any nominee is
unavailable for election to the Board, the holders of proxies will vote for a
substitute. Management has no reason to believe that any of the nominees will be
unable to serve if elected to office.
The four
(4) nominees who receive the highest number of votes will be elected as
directors.
THE
BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE
FOR
THE ELECTION OF THE BOARD
NOMINEES LISTED BELOW.
Nominees
The
following table sets forth certain information regarding the
nominees.
Name
|
Age
|
Biographical Summary
|
Director
Since
|
Philip
J. Myers
|
54
|
Mr.
Myers has been our Chairman, President and Secretary since April
2001. He has also served as President, Treasurer, shareholder
and a director of our Advisor, Church Loan Advisors, Inc. since 1994,
President, Secretary, and a director of American Investors Group, Inc., an
underwriter of our securities offerings, since 1996, and of its parent
company, Apostle Holdings Corp. since 2000. Mr. Myers has been an officer
of American Investors Group, Inc. and has engaged directly in church
mortgage lending since 1989. He earned his bachelor of arts degree in
political science in 1977 from the State University of New York at
Binghamton and his juris doctor degree from the State University of New
York at Buffalo School of Law in 1980. From 1980 to 1982, Mr.
Myers served as an attorney in the Division of Market Regulation of the
U.S. Securities and Exchange Commission in Washington, D.C. and, from 1982
to 1984, as an attorney with the Division of Enforcement of the Securities
and Exchange Commission in San Francisco. From August 1984 to January
1986, he was employed as an attorney with the San Francisco law firm of
Wilson, Ryan and Compilongo where he specialized in corporate finance,
securities and broker–dealer matters. From January 1986 to January 1989,
Mr. Myers was Senior Vice President and General Counsel of Financial
Planners Equity Corporation, a 400 broker securities dealer formerly
located in Marin County, California. He became affiliated with American
Investors Group, Inc. in 1989. He is an inactive member of the New York,
California and Minnesota State Bar Associations. Mr. Myers holds General
Securities Representative and General Securities Principal licenses with
the Financial Industry Regulation Authority (FINRA).
Mr. Myers’ 22
years of experience in church lending combined with the practice of law in
the securities, corporate and regulatory arenas and his experience as a
CEO afford him a comprehensive and broad-based insight into managing the
direction, opportunities and challenges of the Company.
|
2001
|
Kirbyjon
H. Caldwell
|
56
|
Reverend
Caldwell has served as an independent director of the Company since 1994.
He has been Senior Pastor of Windsor Village United Methodist Church in
Houston, Texas since January 1982. The membership of Windsor Village is
approximately 14,400. Rev. Caldwell received his B.A. degree in Economics
from Carlton College (1975), an M.B.A. in Finance from the University of
Pennsylvania’s Wharton School (1977), and his Masters in Theology from
Southern Methodist University School of Theology (1981). He is a member of
the Boards of Directors of Continental Airlines, National Children’s
Defense Fund, Baylor College of Medicine, Greater Houston Partnership,
Advisory Board of Amergy Bank of Texas, NRG, Inc., Bridgeway Capital
Management and the American Cancer Society. He is also the founder and
member of several foundations and other community development
organizations. Rev. Caldwell brings to the Company’s board a unique
combination of talents as a former financial services professional with an
MBA and a leading denominational pastor with national
recognition. He is uniquely qualified to advise management on
the direction and thinking of church leaders, the principal market of the
Company.
|
1994
|
Dennis
J. Doyle
|
57
|
Mr.
Doyle has served as an independent director of the Company since
1994. He is a shareholder and co–founder of Welsh Companies,
Inc., Minneapolis, Minnesota, a full–service real estate company involved
in property management, brokerage, investment sales, construction and
commercial development. Since 1977, he has held many positions within
Welsh’s services business ranging from manual laborer to licensed broker
to positions in executive management. He has served as Chief Executive
Officer of Welsh since 1987. He will cease serving as Welsh’s CEO and
assume the role of Chairman of the Board of Welsh Property Trust, Inc.
(“Welsh REIT”) upon the completion of the Welsh REIT offering.
Mr. Doyle has been a director of Welsh REIT since its formation on
December 18, 2009. He continues to hold a real estate broker’s
license in Minnesota. Mr. Doyle is the founder and chief executive
officer of Hope For The City, a privately funded, not-for-profit
organization established to fight poverty, hunger, and disease by
utilizing corporate surplus. Mr. Doyle is a member of the board of
directors of Egan Company, Gresser Companies, Inc., Tradition Capital Bank
and a former director of the Rottlund Company, Inc. Mr. Doyle’s 30 years
in real estate and years as the CEO of a growing commercial real estate
company, in addition to his 15 years of service on the Company’s Board
allows him to offer profound insight into the management of the Company’s
real estate-based lending activities.
|
1994
|
Michael
G. Holmquist
|
60
|
Mr.
Holmquist has served as an independent director of the Company since
2003. Mr. Holmquist is a Certified Public Accountant practicing
from his office in Deephaven, Minnesota. Prior to entering the
accounting field in 1977, he worked for two years as a public school
teacher and served four years in the U.S. Coast Guard. He is a
graduate of St. Olaf College. Mr. Holmquist was an original
incorporator of American Investors Group and an employee of the firm from
1986-1989. Mr. Holmquist’s experience as a CPA and tax professional
qualifies him to lead our Sarbanes-Oxley accounting compliance efforts as
well as regularly evaluate our internal control and reporting
procedures.
|
2003
|
How
does the Board operate?
During 2009, the Board of Directors had
four meetings. The attendance policy of the Board encourages and expects all
board members to attend all Board meetings. Last year, Mr. Myers and
Mr. Holmquist attended 100% of the meetings held. Mr. Caldwell
attended one meeting and Mr. Doyle attended three meetings.
The Company encourages attendance at
the Annual Shareholder Meeting, but has no policy regarding attendance in light
of the fact that very few shareholders attend the Annual Meeting in
person. Our directors are invited, and frequently one or more of our
directors are in attendance at the Annual Meeting. One director
attended the 2009 Annual Shareholder Meeting.
The Board has no separately-designated
standing audit committee, compensation committee, nominating or executive
committee. The Company’s entire Board performs the functions of an audit
committee, but the Board has not designated an “audit committee financial
expert.” The Company believes that several of its independent directors qualify
for such a designation, but does not believe the designation of a specific
individual is necessary at this time since the Company is managed by its
advisor, Church Loan Advisors, Inc. (the “Advisor”).
How
are Executives and Directors compensated?
Since
inception, the Company has not had any employees, and until the November 2009
appointment of Scott J. Marquis as Chief Financial Officer and Treasurer, the
Company had only one executive officer, Philip J. Myers, who serves in several
capacities (described below).
Executive
Officers
The
following table sets forth certain information regarding the Company’s executive
officers.
Name
|
Age
|
Position
|
Biographical Summary
|
Philip
J. Myers
|
54
|
Chairman,
President and Secretary
|
(See
Director Nominee table above.)
|
Scott
J. Marquis
|
52
|
Chief
Financial Officer and Treasurer
|
Scott
J. Marquis, is our Chief Financial Officer and Treasurer. He was
appointed to this position in November 2009 by our Board of
Directors. He is also currently employed full-time as Chief
Financial and Operating Officer of the underwriter, American Investors
Group, Inc., where he has been employed since February 1987. Prior to his
employment with American Investors Group, Inc., Mr. Marquis was
employed for approximately seven years with the Minneapolis-based broker
dealer, Piper Jaffray Companies in various capacities within its
operations department. Mr. Marquis attended the University of Minnesota,
Minneapolis, Minnesota and served in the United States Coast Guard
Reserve. Mr. Marquis is a licensed financial principal and
registered representative of American Investors Group, Inc., holds his
Series 7, 63 and 27 licenses from the Financial Industry National
Regulatory Authority (FINRA) and holds a Minnesota life/accident/health
insurance license (inactive). Mr. Marquis’ knowledge of and experience in
operating a public REIT company allow him to provide valuable insights to
the board in its oversight of the Company’s operations as a
REIT.
|
Neither
of the Company’s officers receive any compensation for their
services. The Company’s business is managed by the
Advisor. The actions and decisions of the Company and the Advisor are
governed by the Company’s independent directors and pursuant to the Company’s
Bylaws and the Advisory Agreement. Both of these documents substantially comply
with the NASAA REIT Guidelines, which include substantive limitations on, among
other things, conflicts of interest and related party transactions. As such, the
Company has not adopted a Code of Ethics.
In
addition, because the Company has no employees, and because neither Mr. Myers
nor Mr. Marquis is compensated by the Company, there is no Company compensation
committee. However, we currently pay each independent director $500 for each
board meeting attended ($400 for telephonic meetings), limited to $2,500 per
year. We also reimburse directors for travel expenses incurred in connection
with their duties as our directors; no reimbursements were paid in 2009. Please
see “Director Compensation” on page 17. As a non-independent director, Philip J.
Myers receives no compensation or reimbursements in connection with his service
on our Board of Directors.
DIRECTORS,
EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE GOVERNANCE;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Qualifications
of Candidates for Election to the Board
The Company’s Directors take a critical
role in guiding the Company’s strategic direction and considering the
composition of the Board. Since 1994, we have had very little
turnover on the Board (one independent member resigned in 2003 and a new,
independent member was added in July 2003; one other member resigned in May
2008). As such, the Company does not have a separate nominating committee. When
Board candidates are considered, they are evaluated based upon their ability to
qualify as independent directors under Section 3.3 of the Company’s Bylaws
and other various criteria, such as their broad-based business and professional
skills and experiences, experience serving as management or on the board of
directors of companies such as the Company, concern for the long-term interests
of the shareholders, financial literacy and personal integrity in
judgment. To date, the Company has not taken specific diversity
considerations (other than those specified) into account when nominating or
considering board candidates and has no policy in this regard. In addition,
director candidates must have time available to devote to Board
activities. Accordingly, the Board seeks to attract and retain highly
qualified directors who have sufficient time to attend to their duties and
responsibilities to the Company. See “Process for Identifying and Evaluating
Candidates for Election to the Board” below for further discussion of how the
Board operates in connection with nominations. The Company’s Bylaws
are available on its website, www.church-loans.net, under the “Investor
Relations” tab.
References to our
website are not intended to and do not incorporate information found on the
website into this proxy statement.
Board
Leadership Structure and Role in Risk Oversight
Mr. Myers has served as Chairman of the
Company’s Board of Directors and President since April 2001. The Board of
Directors believes it is important to select its Chairman and the Company’s
President in the manner it considers in the best interests of the Company at any
given point in time. The Board of Directors believes that the most
effective leadership structure for the Company is for Mr. Myers to serve as both
the Company’s Chairman and President because a single position reduces the need
to hire and compensate additional personnel. Moreover, the Board of
Directors recognizes that, given Mr. Myers’ familiarity with the Company’s
day-to-day operations and his long-standing experience with the Company, it is
valuable to have him lead board discussions. The Company does not have a lead
independent director. Rather, the three independent directors as a group fulfill
the role of reviewing all proposed transactions that involve potential conflicts
of interest and proposing matters for consideration or action by management. The
Board of Directors and management view this level of independent director
involvement as adequate given the nature of the Company and its
business. In particular, due to the limited size of the Company’s
operations and headcount and the well-defined nature of its business and
operating results, the Company has not required more formal and extensive
interaction, and the Board of Directors has not considered it necessary to
date.
With respect to the Board of Directors’
role in the risk oversight of the Company, the Board of Directors has set forth
which transactions may require the prior approval of the Board of Directors (or
a independent portion thereof) and which transactions may proceed with
management authorization and without any such Board of Directors’ prior
approval. In short, other than with respect to the purchase and sale of church
bonds for our portfolio in the ordinary course of business, as described below,
all future transactions between us and our officers, directors and affiliates
must be approved, in advance, by a majority of our independent
directors.
Process
for Identifying and Evaluating Candidates for Election to the Board
The Company’s Board of Directors has no
separate nominating committee, however, management of the Company reviews the
qualifications and backgrounds of the Directors, as well as the overall
composition of the Board, and recommends to the full Board of Directors the
persons to be nominated for election at each annual meeting of shareholders of
the Company. In the case of incumbent directors, the Board reviews
such directors’ overall service to the Company, including the number of meetings
attended, level of participation, quality of performance, and whether the
director continues to meet the applicable independence standards. In
the case of any new director candidates, the questions of independence and
financial expertise are important to determine what roles can be performed by
the candidate, and the Board determines whether the candidate meets the
applicable independence standards and the level of the candidate’s financial
expertise. Any new candidates would be interviewed by the management
of the Company and, if appropriate, then by all members of the
Board. The full Board will approve the final
nominations. The Chairman of the Board, acting on behalf of the full
Board, will extend the formal invitation to become a nominee of the Board of
Directors.
Shareholder
Nominations of Director Candidates
Shareholders may nominate Director
candidates for consideration by management of the Company by writing to Philip
J. Myers and providing to Mr. Myers the candidate’s name, biographical data and
qualifications, including five-year employment history with employer
names
and a
description of the employer’s business; whether such individual can read and
understand fundamental financial statements; other board memberships (if any);
and such other information as reasonably available and sufficient to evaluate
the minimum qualifications stated above under the section of this proxy
statement entitled “Qualifications of Candidates for Election to the
Board.” The submission must be accompanied by a written consent of
the individual to stand for election if nominated by the Board of Directors and
to serve if elected by the shareholders. Written notice must be given
at least 120 days before the date of the next annual meeting of
shareholders. If a shareholder nominee is eligible, and if the
nomination is proper, management then will deliberate and make its
recommendation to the Board of Directors. For the 2010 Annual Meeting
of Shareholders, the Board of Directors did not receive nominations for director
candidates from eligible shareholders or groups of shareholders. Additionally,
there were no changes to the procedures by which shareholders may recommend
nominees to the Board since the Company’s 2009 Annual Meeting of
Shareholders.
Communications
with the Board
Shareholders can communicate directly
with the Board by writing to Mr. Philip J. Myers or by calling Mr. Myers at
(952) 945-9455 (x126) or via e-mail at
phil@amerinvest.com
. All
communications will be reviewed by management and then forwarded to the
appropriate director or directors or to the full Board, as
appropriate.
Section
16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities
Exchange Act of 1934 requires our directors and executive officers and persons
who own more than 10% of our outstanding common stock to file with the
Securities and Exchange Commission reports of changes in their ownership of
common stock. Officers, directors and greater than 10% stockholders are also
required to furnish us with copies of all forms they file under this regulation.
To our knowledge during the year ended December 31, 2009, all Section 16(a)
filing requirements applicable to our officers, directors and greater than 10%
stockholders were complied with other than the following: Mr. Myers filed a Form
4 on April 16, 2010 regarding eight transactions, and Mr. Holmquist filed a Form
3 and a Form 4 on April 19, 2010.
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
General
The Company’s and the Advisor’s
activities are governed, in part, by the Company’s Bylaws and the Advisory
Agreement. Both of these documents substantially comply with the NASAA REIT
Guidelines, which include substantive limitations on, among other things,
conflicts of interest and related party transactions. Other than with respect to
the purchase and sale of church bonds for our portfolio in the ordinary course
of business, as described below, all future transactions between us and our
officers, directors and affiliates must be approved, in advance, by a majority
of our independent directors.
Our
Advisor
Subject to the supervision of the Board
of Directors, our business is managed by Church Loan Advisors, Inc. (our
“Advisor”), which provides investment advisory and administrative services.
Church Loan Advisors, Inc. is a Minnesota corporation and has acted as our
Advisor since inception in 1994. Our Advisor provides lending and advisory
services solely to us, and administers our business affairs and
operations.
The following table sets forth the
names and positions of the officers and directors of the Advisor:
|
Philip
J. Myers
|
President,
Treasurer and Director
|
|
Scott
J. Marquis
|
Vice
President, Secretary
|
Our
Advisory Agreement
We have entered into a contract with
our Advisor (the “Advisory Agreement”) under which our Advisor furnishes advice
and recommendations concerning our affairs, provides administrative services to
us, and manages our day-to-day affairs. In performing its services under the
Advisory Agreement, our Advisor may use facilities, personnel and support
services of its affiliates. Expenses, such as legal and accounting fees,
director fees, stock transfer agent and registrar and paying agent fees, are our
direct expenses and are not provided for by our Advisor as part of its
services.
The Advisory Agreement is renewable
annually by us for one-year periods, subject to a determination, by a majority
of our independent directors, that our Advisor’s performance has been
satisfactory and that the compensation paid by us to our Advisor has been
reasonable. The Advisory Agreement was reviewed and renewed for a one-year
period on July 15, 2009. We may terminate the Advisory Agreement without cause
or penalty on 60 days’ written notice. Upon termination of the Advisory
Agreement by either party, the Advisor may require us to change our name to a
name that does not contain the word “American,” “America” or the name of the
Advisor or any approximation or abbreviation thereof. However, we may continue
to use the word “church” in our name. Our directors must determine that any
successor Advisor possesses sufficient qualifications to perform the Advisory
function for us and justify the compensation provided for in its contract with
us.
Pursuant to the Advisory Agreement, our
Advisor is required to pay all of the expenses it incurs in providing us
services including, but not limited to, personnel expenses, rental and other
office expenses of officers of the Advisor (except out-of-pocket expenses of
such persons who are our directors or officers), and all of its overhead and
miscellaneous administrative expenses relating to performance of its functions
under the Advisory Agreement. We are required to pay all other expenses,
including the costs and expenses of reporting to various governmental agencies
and our shareholders and of conducting our operations as a mortgage lender, fees
and expenses of appraisers, directors, auditors, outside legal counsel and
transfer agents, and costs directly relating to the closing of loan
transactions.
In the event that our total operating
expenses exceed in any calendar year the greater of (a) 2% of our average
invested assets or (b) 25% of our net income (before interest expense),
the
Advisor
is obligated to reimburse us, to the extent of its fees for such calendar year,
for the amount by which the aggregate annual operating expenses paid or incurred
by us exceed the limitation. Our independent directors may, upon a finding of
unusual and non–recurring factors which they deem sufficient, determine that a
higher level of expenses is justified in any given year.
Our Bylaws
provide that our independent directors are to determine, at least annually, the
reasonableness of the compensation which we pay to our Advisor. Factors to be
considered in reviewing the Advisory fee include the size of the fees of the
Advisor in relation to the size and composition of our assets, our
profitability, the rates charged by other advisors performing comparable
services, the success of our Advisor in generating opportunities that meet our
investment objectives, the amount of additional revenues realized by our Advisor
for other services performed, the quality and extent of service and advice
furnished by our Advisor, the quality of our investments in relation to
investments generated by our Advisor for its own account, if any, and the
performance of our investments.
Pursuant
to the Advisory Agreement, we pay our Advisor an annual base management fee of
1.25% of average invested assets on the first $35 million of such assets, 1.00%
on assets from $35 million to $50 million, and .75% on assets in excess of $50
million. Although entitled to do so, the Advisor does not assess its
management fee on the church bond portion of our portfolio, but rather only on
the church loan portion of our portfolio. For purposes of the
Advisory Agreement, the Company’s Invested Assets means outstanding church
loans, and does not include church bonds or cash equivalent temporary
investments. As defined in the Advisory Agreement, we remit to the
Advisor one-half of any origination fee collected from a borrower in connection
with mortgage loans made or renewed by us. For the years ended December 31, 2009
and 2008, we paid our Advisor $386,000 and $452,000, respectively.
American
Investors Group, Inc.
In the
course of our business, we have purchased and may continue to purchase church
bonds being underwritten and sold by American Investors Group, Inc., an
affiliate of our Advisor. Mr. Myers owns American Investors Group,
Inc. and has been President, Treasurer and a director of this securities
brokerage firm since 1996. Although we have not and would not pay any
commissions, American Investors Group, Inc. benefits from such purchases as a
result of commissions paid to it by the issuer of the bonds. It also may benefit
from mark-ups on bonds we buy from it and mark-downs on bonds we sell through it
on the secondary market. We purchase church bonds for investment purposes only,
and only at the public offering price. Church bonds we purchase in the secondary
market, if any, are purchased at the best price available, subject to customary
mark-ups (or in the case of sales – mark-downs), on terms no less favorable than
those applied to other customers of American Investors Group, Inc. Our
principals and our Advisor may receive a benefit in connection with such
transactions due to their affiliation with the underwriter.
Director
Independence
The
Company’s Board of Directors has determined that each of Dennis J. Doyle,
Kirbyjon H. Caldwell and Michael G. Holmquist are “independent,” as that term is
defined in NASAA REIT Guidelines and in Rule 4200(a)(15) of the NASDAQ
Marketplace Rules. Accordingly, the Board is composed of a majority of
independent directors. There are no
transactions
with the directors which were evaluated in connection with the Board’s
determination of the independence or which have not already been disclosed
elsewhere in this proxy statement.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
The
following table sets forth as of April 19, 2010, the number of shares
beneficially owned by each director and by all executive officers and directors
as a group, and any beneficial owners of 5% or more of our outstanding stock,
based on 2,472,081 shares of common stock outstanding at that
date. Unless otherwise noted, each of the following persons has sole
voting and investment power with respect to the shares set forth opposite their
respective names.
Name
and address of Beneficial Owner
(1)
|
Number
of
Shares
of Common Stock
Beneficially
Owned
|
Percent
of
Class
|
Philip
J. Myers
|
83,187
(2)
|
3.36%
|
Scott
J. Marquis
|
1,300
|
0.05%
|
Kirbyjon
H. Caldwell
|
--
|
--
|
Dennis
J. Doyle
|
--
|
--
|
Michael
H. Holmquist
|
319
|
0.01%
|
All
Executive Officers and Directors as a Group
(five
individuals)
|
84,806
|
3.43%
|
(1) The
address for each of the officers and directors is 10237 Yellow Circle Drive,
Minnetonka, Minnesota
55343.
(2) This
number includes 26,514 shares owned directly by Mr. Myers and 56,673 shares
owned by AIGI, an
affiliate of our
Advisor, which affiliate is 100% owned by Mr. Myers.
EXECUTIVE
COMPENSATION AND EQUITY COMPENSATION PLANS
The Company pays no compensation to its
officers and has no other employees. The Company has no equity
compensation plans. Because no compensation or equity awards have
been awarded to, earned by or paid to any executive officer of the Company, the
Company has not included any tables or charts describing executive
compensation. However, compensation paid to our directors is
described below.
DIRECTOR
COMPENSATION
|
Name
|
Fees
Earned or Paid
in Cash
(1)
|
Stock
Awards
|
Option
Awards
|
Non-Equity
Incentive Plan
Compensation
|
Non-Qualified
Incentive Plan
Compensation
|
All
Other
Compensation
|
Total
|
|
|
|
|
|
|
|
|
Kirbyjon
H. Caldwell
|
$1,000
|
n/a
|
n/a
|
n/a
|
n/a
|
n/a
|
$1,000
|
Dennis
J. Doyle
|
$1,400
|
n/a
|
n/a
|
n/a
|
n/a
|
n/a
|
$1,400
|
Michael
G. Holmquist
|
$1,600
|
n/a
|
n/a
|
n/a
|
n/a
|
$18,299
(2)
|
$19,899
|
Philip
J.
Myers
|
n/a
|
n/a
|
n/a
|
n/a
|
n/a
|
n/a
|
--
|
|
|
|
|
|
|
|
|
(1)
|
All
Directors, except Philip J, Myers, are paid $500 per board meeting
attended ($400 for telephonic meetings), limited to $2,500 per year, and
reimbursed for travel expenses incurred in connection with their duties as
directors; no reimbursements were paid in
2009.
|
(2)
|
Mr.
Holmquist was paid an additional $18,299 during 2009 for auditing and
testing the Company’s internal controls to determine if the Company has
established and is maintaining an adequate system of controls as defined
by Section 404 of the Sarbanes-Oxley Act of
2002.
|
PRINCIPAL
ACCOUNTANT FEES AND SERVICES
The
following table presents fees billed to the Company by Boulay, Heutmaker, Zibell
& Co., P.L.L.P., the Company’s independent registered public accounting
firm, for professional services rendered for the years ended December 31, 2009
and 2008.
|
|
Years
Ended December 31,
|
|
|
|
2009
|
|
|
2008
|
|
Audit
Fees
(1)
|
|
$
|
111,313
|
|
|
$
|
85,805
|
|
Audit-Related
Fees
(2)
|
|
|
366
|
|
|
|
930
|
|
Tax
Fees
(3)
|
|
|
1,765
|
|
|
|
3,685
|
|
All
Other Fees
(4)
|
|
|
39,207
|
|
|
|
-
|
|
Total
|
|
$
|
152,651
|
|
|
$
|
90,420
|
|
(1)
|
Audit
Fees consist of fees billed for professional services rendered for the
audit of the Company’s annual financial statements and review of the
interim financial statements included in quarterly reports and services
that are normally provided by the Company’s independent registered public
accounting firm in connection with statutory and regulatory filings or
engagements.
|
(2)
|
Audit-Related
Fees consist of fees billed for assurance and related services that are
reasonably related to the performance of the audit or review of the
Company’s financial statements and are not reported under “Audit
Fees.” In fiscal year 2009, the Company paid $366 for
audit-related services.
|
(3)
|
Tax
Fees consist of fees billed for professional services rendered for tax
compliance, tax advice and tax
planning.
|
(4)
|
All
Other Fees consist of fees for products and services other than the
services reported above. In fiscal year 2009, the Company paid $38,307 in
fees related to the Company’s Series C Secured Investor Certificate
offering, and $1,000 in fees for assistance with a miscellaneous
accounting matter.
|
Audit
Committee Report
The Board has no separately-designated
standing audit committee, and the entire Board performs the functions of an
audit committee. In this capacity, the Board has reviewed and
discussed the audited financial statements with management and has discussed
with management and the Company’s external auditors, Boulay, Heutmaker, Zibell
& Co., P.L.L.P. (“BHZ”), the Company’s consolidated financial statements for
the fiscal year ended December 31, 2009 and the Company’s internal control over
financial reporting. We also discussed with BHZ the matters required
to be discussed by Auditing Standards No. 61, as amended (AICPA,
Professional Standard, Vol. 1, AU section 380), as adopted by the
Public Company Accounting Oversight Board in Rule 3200T. BHZ provided
to us the written disclosures and the letter required by applicable requirements
of the Public Company Accounting Oversight Board regarding BHZ’s communications
with the Board concerning independence, and we discussed BHZ’s independence with
them. In determining BHZ’s independence, we considered whether their provision
of non-audit services to the Company was compatible with
maintaining
independence. We
received regular updates on BHZ’s fees and the scope of audit and non-audit
services they provided. All such services were provided consistent
with applicable rules and our pre-approval policies and procedures.
Based on
our discussions with management and our external auditors, our review of the
representations of management, we recommended that the Company’s audited
consolidated financial statements for the fiscal year ended December 31, 2009 be
included in the Company’s Annual Report on Form 10-K. We also approved, subject
to shareholder ratification, the selection of Baker Tilly Virchow Krause, LLP as
the Company’s independent auditors for the fiscal year ending December 31,
2010.
Members
of the Board:
Philip J.
Myers
Kirbyjon
H. Caldwell
Dennis J.
Doyle
Michael
G. Holmquist
The
Audit Committee Report is not deemed “filed” with the SEC and is not
incorporated by reference into the Company’s Annual Report on Form
10-K.
PROPOSAL
2
APPROVAL
OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors has selected the
accounting firm of Baker Tilly Virchow Krause, LLP to audit the Company’s
financial statements for, and otherwise act as the independent auditors with
respect to, the year ending December 31, 2010, subject to the ratification of
the holders of the Company’s common stock. As previously reported on
our Current Report on Form 8-K dated April 20, 2010, Boulay, Heutmaker, Zibell
& Co., P.L.L.P. (“BHZ”) was not selected as our independent auditors for the
year ending December 31, 2010. BHZ has served as our independent
registered public accounting firm since 1996. The reports of BHZ on the
financial statements for the past two fiscal years ending December 31, 2009 and
2008 contained no adverse opinion or disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope or accounting principle. In
connection with its audits for the two most recent fiscal years and through
April 15, 2010, there have been no disagreements with BHZ on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreements if not resolved to the satisfaction of
BHZ would have caused them to make reference thereto in their report on the
financial statements for such years. We engaged Baker Tilly Virchow Krause, LLP
as our new independent auditors effective April 15, 2010.
To the Company’s knowledge, neither
Baker Tilly Virchow Krause, LLP nor any of its partners has any direct financial
interest or any material indirect financial interest in the Company, or has had
any connection since the inception of the Company in the capacity of promoter,
underwriter, voting trustee, director, officer or employee. During the two most
recent fiscal years and through April 15, 2010, the Company has not consulted
with Baker Tilly Virchow Krause, LLP regarding either (i) the application of
accounting principles to a specified transaction, either completed or proposed;
or the type of audit opinion that might be rendered on the Company’s financial
statements, and neither a written report was provided to the
Company
nor oral
advice was provided that Baker Tilly Virchow Krause, LLP concluded was an
important factor considered by the Company in reaching a decision as to the
accounting, auditing or financial reporting issue; or (ii) any matter that was
the subject of a disagreement, as the term is defined in Item 304(a)(1)(iv) of
Regulation S-K and the related instructions to Item 304 of Regulation S-K, or a
reportable event as that term is described in Item 304(a)(1)(v) of Regulation
S-K. No representative of Boulay, Heutmaker, Zibell & Co.,
P.L.L.P. or Baker Tilly Virchow Krause, LLP is expected to be present at the
Annual Meeting.
If the shareholders do not ratify the
selection of Baker Tilly Virchow Krause, LLP, the Board of Directors may still
affirm its selection of Baker Tilly Virchow Krause, LLP as the Company’s
independent auditors. All proxies received in response to this
solicitation will be voted in favor of the ratification of the appointment of
Baker Tilly Virchow Krause, LLP as the Company’s independent auditors, unless
other instructions are indicated thereon.
THE
BOARD RECOMMENDS THAT THE SHAREHOLDERS RATIFY THE BOARD’S APPOINTMENT OF BAKER
TILLY VIRCHOW KRAUSE, LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2010.
SHAREHOLDER
PROPOSALS FOR THE
2011
ANNUAL MEETING OF
SHAREHOLDERS
Any
shareholder who wishes to present a proposal for action at the next annual
meeting of shareholders and who wishes to have it set forth in the proxy
statement and identified
in the form of proxy
prepared by the Company must notify us, pursuant to Rule 14a-8 under the
Securities Exchange Act of 1934, so that such notice is received by our
Secretary by January 22, 2011. Any proposal must be in the form required
under the rules and regulations promulgated by the Securities and Exchange
Commission. In addition, any shareholder who intends to propose
any matter that is not
identified in the notice of such meeting must comply with the our Bylaws, which
require at least twenty (20) days’ written notice prior to the meeting stating
with reasonable particularity the substance of the proposal.
OTHER
MATTERS
As of the
date of this proxy statement, the Board knows of no other matters that are
intended to be brought before the Annual Meeting. If other matters, of which the
Board is not aware, are presented for action, it is the intention of the proxies
named in the enclosed form of proxy to vote on such matters in their sole
discretion.
By Order
of the Board of Directors,
/s/ Philip J.
Myers
Philip J.
Myers
President and
Secretary
April 21,
2010
CORPORATE
INFORMATION
EXECUTIVE
OFFICERS AND DIRECTORS
Philip J.
Myers, Chairman, President and Secretary
Scott J.
Marquis, Chief Financial Officer and Treasurer
Kirbyjon
H. Caldwell, Director, Senior Pastor of Windsor Village United Methodist Church,
Houston, Texas
Dennis J.
Doyle, Director, Majority Owner and Co-Founder of Welsh Company, Inc.,
Minneapolis
Michael
G. Holmquist, Director, Certified Public Accountant
OFFICERS
OF OUR ADVISOR
Philip J.
Myers, President, Secretary and
Director
Scott J.
Marquis, Vice President, Treasurer
TRANSFER
AGENT
Computershare
Trust Company, N.A.
PO Box
43070
Providence,
RI 02940-3070
800-962-4284
LEGAL
COUNSEL
Winthrop
& Weinstine, P.A.
Suite
3500
225 South
Sixth Street
Minneapolis,
MN 55402
INDEPENDENT
ACCOUNTANT
Baker
Tilly Virchow Krause, LLP
225 South
Sixth Street, Suite 2300
Minneapolis,
MN 55402
COMMON
STOCK INFORMATION
Our
common stock is not regularly traded on any established market, however, it was
sporadically traded on the over-the-counter market pink sheets under the symbol
“ACMC.PK” during 2009.
From time
to time, we have repurchased shares of common stock offered to us for
sale. During fiscal year 2009 the Board adopted a limited share
repurchase program (500,000 shares), but we did not repurchase any shares during
2009. The Company expects to repurchase 500,000 shares in the second
quarter of fiscal 2010.
At April
19, 2010, we had 1,043 record holders of our common stock and an undetermined
number of additional beneficial owners.
2010
ANNUAL MEETING
Our
Annual Meeting of Shareholders will be held at 10:00 a.m., local time, on June
3, 2010 at our office, 10237 Yellow Circle Drive, Minnetonka, Minnesota
55343.
SHAREHOLDER
CONTACT
Inquiries
concerning ACMC or matters of shareholder interest may be directed
to:
American
Church Mortgage Company
10237
Yellow Circle Drive
Minnetonka,
Minnesota 55343
(952)
945-9455 (x 124)
Attention: Scott
J. Marquis
AMERICAN
CHURCH MORTGAGE COMPANY
THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
Important
Notice Regarding the Availability of Proxy Materials
for
the Annual Meeting of Shareholders to Be Held on June 3, 2010.
The
proxy materials, including the proxy statement and the 2009 Annual Report are
available at the “Investors Relations” tab on our website at:
www.church-loans.net.
PROXY
The
undersigned hereby appoints Philip J. Myers and Scott J. Marquis as Proxies,
each with the power to appoint his substitute, and hereby authorizes them to
represent and to vote, as designated hereon, all the shares of common stock of
American Church Mortgage Company held of record by the undersigned on April 19,
2010, at the Annual Meeting of Shareholders to be held on June 3, 2010, or any
adjournment thereof.
PLEASE
MARK YOUR VOTES AS INDICATED IN THIS EXAMPLE [X]
01 Philip
J. Myers
02 Kirbyjon
H. Caldwell
03 Dennis
J. Doyle
04 Michael
G. Holmquist
[ ]
VOTE FOR all nominees
listed
[ ] V
OTE WITHHELD for all nominees (to withhold authority to vote for
a
nominee, write number(s) in the
box provided)
2.
|
PROPOSAL
TO RATIFY THE APPOINTMENT OF BAKER TILLY VIRCHOW KRAUSE, LLP as the
Company’s independent registered public accounting firm for the year
ending December 31, 2010.
|
[ ]
FOR [
]
AGAINST [
] ABSTAIN
|
3.
|
In
their discretion, the proxies are authorized to vote upon such other
business as may properly come before the
meeting.
|
(CONTINUED
AND TO BE SIGNED ON THE REVERSE SIDE)
(CONTINUED
FROM THE OTHER SIDE)
This
Proxy when properly executed will be voted in the manner directed herein by
the undersigned
shareholder. If no direction is made, this Proxy will be voted FOR Proposals 1
and 2.
Please
sign exactly as name appears below. When shares are held by joint tenants, both
must sign. When signing as attorney, executor, administrator, trustee or
guardian, please give full titles as such. If a corporation or other entity,
please sign in full corporate name by president or other authorized officer. If
a partnership, please sign by authorized person.
Date:
,
2010
_______________________________________________________
SIGNATURE
_______________________________________________________
TITLE (IF
APPLICABLE)
________________________________________________________
SIGNATURE (IF
HELD JOINTLY)
PLEASE
MARK, SIGN, DATE, AND RETURN THIS PROXY CARD PROMPTLY
USING THE
ENCLOSED ENVELOPE.
5146083
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