SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)
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Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
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Rule 14a-6(e)(2))
[ x ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Under ss. 240.14a-12
Citizens First Corporation
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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[X] No fee required.
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(1) Title of each class of securities to which transaction
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(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):
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[ ] 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.:
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(4) Date Filed:
NOTICE OF 2005 ANNUAL MEETING OF SHAREHOLDERS
OF CITIZENS FIRST CORPORATION
TO BE HELD ON THURSDAY, APRIL 21, 2005
The 2005 annual meeting of shareholders of Citizens First Corporation
will be held at the Carroll Knicely Institute for Economic Development and
Public Service-South Campus, 2355 Nashville Road, Bowling Green, Kentucky, on
Thursday, April 21, 2005 at 5:00 p.m., local time, for the following purposes:
1. To elect five directors for three year terms ending in 2008 and until
their successors are elected and qualify; and
2. To transact such other business as may properly come before the meeting.
Please consult the accompanying proxy statement for further information
concerning the annual meeting, the election of directors and other matters.
March 1, 2005 is the record date for the determination of shareholders
entitled to notice of, and to vote at, the annual meeting. Only shareholders of
record at the close of business on that date are entitled to vote at the meeting
or any adjournments thereof.
You are cordially invited to attend the annual meeting in person. If
you cannot, please sign and date the accompanying form of proxy and return it
promptly in the return envelope enclosed for your use. No postage is required if
the envelope is mailed in the United States.
By Order of the Board of Directors
/s/ Mary D. Cohron
Mary D. Cohron, President
Bowling Green, Kentucky
March 21, 2005
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CITIZENS FIRST CORPORATION
1805 Campbell Lane
Bowling Green, Kentucky 42104
PROXY STATEMENT
This proxy statement is furnished in connection with the solicitation
of proxies by our board of directors to be voted at the 2005 annual meeting of
shareholders of Citizens First Corporation to be held on Thursday, April 21,
2005, at 5:00 p.m., local time, and at any adjournments of the meeting.
This proxy statement and the accompanying form of proxy are being first
sent or given to shareholders on March 21, 2005.
IMPORTANT
SHAREHOLDERS CAN HELP US AVOID THE NECESSITY AND EXPENSE OF SENDING
FOLLOW-UP LETTERS TO ENSURE A QUORUM BY PROMPTLY RETURNING THE ENCLOSED PROXY.
PLEASE MARK, DATE, SIGN AND RETURN THE ENCLOSED PROXY IN ORDER THAT THE
NECESSARY QUORUM MAY BE REPRESENTED AT THE MEETING. THE ENCLOSED ENVELOPE
REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
VOTING
Only shareholders of record of our common stock at the close of
business on March 1, 2005 are entitled to notice of, and to vote in person or by
duly authorized proxy at, the annual meeting. On the record date, there were
844,057 shares of common stock outstanding and entitled to vote.
Each share of common stock is entitled to one vote on all matters that
may come before the annual meeting. If the accompanying form of proxy is
properly signed and returned prior to the annual meeting, the shares it
represents will be voted at the annual meeting in accordance with the
directions, if any, noted thereon. If no contrary directions are given, the
shares will be voted:
o for the nominees for director named in this proxy statement, and
o on any other matters that may come before the annual meeting.
Any shareholder giving a proxy may revoke it at any time before the
shares it represents are voted by giving written notice of such revocation to
the Secretary of Citizens First Corporation at the address shown above or by
delivering a later dated proxy or by voting in person at the annual meeting.
The presence in person or by proxy of the holders of a majority of the
outstanding shares of common stock will constitute a quorum for the transaction
of business at the annual meeting. Abstentions and broker non-votes are counted
for purposes of determining the existence of a quorum. A broker non-vote occurs
when a nominee holding shares for a beneficial owner does not vote on a
particular proposal because the nominee does not have discretionary voting power
with respect to that item and has not received voting instructions from the
beneficial owner.
The affirmative vote of a plurality of the votes duly cast is required
for the election of directors (that is, the nominees receiving the greatest
number of votes will be elected). Abstentions and broker
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"non-votes" are not counted as votes cast on any matter to which they relate
and, thus, will have no effect on the vote for the election of directors.
SHARE OWNERSHIP OF MANAGEMENT
AND CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information as of March 1, 2005
concerning the number and percentage of shares of the common stock and nonvoting
preferred stock beneficially owned by our directors and executive officers, and
by all of our directors and executive officers as a group. Except as noted
below, all shares are owned directly, and the named person possesses sole voting
and sole investment power with respect to all such shares. We have 250 shares of
preferred stock outstanding. The shares of preferred stock are nonvoting and are
convertible into shares of our common stock beginning in July 2007 at an initial
conversion price of $15.50.
PREFERRED
% OF ALL SHARES % OF ALL
COMMON SHARES COMMON BENEFICIALLY PREFERRED SHARES
NAME BENEFICIALLY OWNED SHARES OWNED OWNED OWNED
---- ------------------ ------------ ------------ ----------------
Directors
Jerry E. Baker (1) 40,500 4.8% 0 *
Billy J. Bell (1) 42,750 5.1% 15 6.0%
Barry D. Bray (2) 17,400 2.1% 8 3.2%
Mary D. Cohron (3) 38,570 4.6% 5 2.0%
Floyd H. Ellis (1) 22,645 2.7% 5 2.0%
Sarah Glenn Grise (4) 3,080 * 0 *
Chris Guthrie 0 * 0 *
Ken Hightower 42,300 5.0% 15 6.0%
John J. Kelly (4) 1,000 * 0 *
Joe B. Natcher, Jr. (1)(5) 9,200 1.1% 0 *
John T. Perkins (6) 10,500 1.2% 0 *
Jack Sheidler (4) 18,036 2.1% 8 3.2%
Wilson Stone (4)(7) 9,500 1.1% 4 1.6%
Executive officers
M. Todd Kanipe (8) 3,500 * 0 *
Bill D. Wright (9) 3,000 * 0 *
All directors and executive
officers as a group (16 persons) 263,481 30.9% 60 24.0%
* Less than 1.0%.
-------------
(1) Includes 1,500 common shares which such persons have the right to acquire
within 60 days upon exercise of outstanding options.
(2) Includes 6,000 common shares held by Mr. Bray's wife.
(3) Includes 2,666 common shares which Ms. Cohron has the right to acquire
within 60 days upon exercise of outstanding options.
(4) Includes 500 common shares which such persons have the right to acquire
within 60 days upon exercise of outstanding options.
(5) Shares are jointly owned with Mr. Natcher's wife.
(6) Includes 3,333 shares held in an individual retirement account for the
benefit of Mr. Perkins' wife.
(7) Includes 1,000 common shares held in an individual retirement account for
the benefit of Mr. Stone's wife.
(8) Includes 2,000 shares which Mr. Kanipe has the right to acquire within 60
days upon exercise of outstanding options.
(9) Includes 2,000 shares which Mr. Wright has the right to acquire within 60
days upon exercise of outstanding options.
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The following table sets forth certain information as of March 1, 2005
concerning the only persons known to us to have beneficial ownership of more
than five percent (5%) of our outstanding common stock.
COMMON SHARES % OF ALL COMMON
NAME BENEFICIALLY OWNED SHARES OWNED
---- ------------------ ---------------
Charles Hardcastle 73,775 8.7%
1065 Ashley, Suite 150
Bowling Green, KY 42103
Thomas K. Hightower 42,300 5.0%
646 Old Scottsville Road
Bowling Green, KY 42103
ELECTION OF DIRECTORS
Our board of directors is divided into three classes, each consisting
as nearly as possible of one third of the total number of directors. Presently,
the board has thirteen members, with two classes consisting of four directors,
and one class consisting of five directors. At the annual meeting, five
directors will be elected to serve as Class II directors for three-year terms
ending in 2008 and until their successors are elected and qualify.
Each of the persons named in this proxy statement that the board of
directors has nominated for election at the annual meeting is currently serving
as a director and has been recommended by the board of directors for reelection
as a director. Mr. Bray, Mr. Perkins, Mr. Stone and Ms. Grise were all elected
at the 2002 annual meeting of shareholders. Mr. Guthrie was appointed to the
board in July 2004 to fill a vacancy created by an increase in the number of
directors. All of the nominees have agreed to serve if elected. Unless a proxy
is marked to give a different direction, the shares it represents will be voted
to elect five nominees named in the following table. If any nominee should
become unavailable for election, the persons named in the accompanying form of
proxy, or their substitutes, reserve the right to vote for a substitute nominee
selected by the board of directors.
The following table gives the indicated information for each nominee
and incumbent director and other executive officers who are not nominees or
incumbent directors.
DIRECTOR PRINCIPAL OCCUPATION OR EMPLOYMENT
NAME AND AGE SINCE DURING PAST FIVE OR MORE YEARS
CLASS II NOMINEES FOR ELECTION AT THE ANNUAL MEETING:
Barry D. Bray (59) 1999 Retired; formerly, Vice President and Chief Credit
Officer of Citizens First Corporation and Citizens
First Bank from January 1999 and February 1999,
respectively, through June 2004; previously,
Executive Vice President and Chief Credit Officer
of Trans Financial Bank from 1982 through 1998
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Sarah Glenn Grise (48) 2002 Civic volunteer; formerly, General Manager of TKR
Cable of Southern Kentucky
Chris B. Guthrie (38) 2004 President, Trace Die Cast, Inc.
John T. Perkins (62) 1998 Retired; formerly, consultant to Citizens First Bank from January
2002 through September 2004; Vice President and Chief Operating
Officer of Citizens First Corporation and Citizens First Bank
from August 1998 and February 1999, respectively, through 2001;
previously, bank consultant from April 1995 to July 1998 and
Chief Operating Officer, Trans Financial Bank, from July 1973 to
April 1995
Wilson Stone (52) 2002 Allen County, Kentucky farmer and Board Trainer for Kentucky
School Boards Association
CLASS I DIRECTORS WHOSE TERMS EXPIRE IN 2007:
Billy J. Bell (71) 1998 Co-owner and Secretary/Treasurer of Mid-South Feeds, Inc., a feed
manufacturer
Ken Hightower (65) 2004 Real estate developer
Joe B. Natcher, Jr. (47) 1998 President and Chief Executive Officer of Southern Foods, Inc., a
food service distributor
Jack Scheidler (48) 2002 Real estate developer
CLASS III DIRECTORS WHOSE TERMS EXPIRE IN 2006:
Jerry E. Baker (74) 1998 Chairman, Airgas Mid-America, Inc., an industrial gas and
welding equipment supplier
Mary D. Cohron (57) 1998 President and Chief Executive Officer of Citizens First
Corporation and Citizens First Bank since August 1998 and
February 1999, respectively; previously, Board Team Development
Services Provider for Kentucky School Boards Association and
strategic planning and business consultant
Floyd H. Ellis (78) 1998 Chairman of the Board of Directors of Citizens First Corporation
and Citizens First Bank; Retired President and Chief Executive
Officer, Warren Rural Electric Cooperative Corporation
John J. Kelly (70) 2003 Dentist
NON-DIRECTOR EXECUTIVE OFFICERS:
Bill D. Wright (45) Vice President, Chief Financial Officer and Treasurer of
Citizens First Corporation and Citizens First Bank since May
2000; previously, Assistant Controller and Assistant Treasurer
for Trans Financial Bank
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M. Todd Kanipe (36) Vice President and Chief Credit Officer of Citizens First Bank
since 2004; previously, Vice President and Trust Relationship
Manager for Citizens First Bank since 1999, and commercial
lender for Trans Financial Bank
Kim M. Thomas (34) Vice President of Marketing and Commercial Banking Officer of
Citizens First Bank since 1999; previously, commercial lender
for Trans Financial Bank
BOARD MEETINGS AND COMMITTEES OF THE BOARD
12 meetings of the board of directors were held during 2004. All of
our directors attended 75% or more of the combined total of the meetings of the
board of directors and of all committees on which they served, except
for Mr. Guthrie.
It is our practice, although not a policy, that all directors attend
the annual meeting of shareholders. At our 2004 annual meeting of shareholders,
all of the directors were in attendance except a former director, Mr. Lucas.
Each of the members of the board of directors is independent (as
defined under NASD listing standards), except Mr. Bray, Ms. Cohron and Mr.
Perkins.
Our board of directors has two standing committees: the Audit Committee
and the Compensation Committee. We have not established a standing nominating
committee or a committee performing similar functions. The functions of a
nominating committee have been performed by the full board of directors.
The members of the Audit Committee for 2004 included all of the
directors except Ms. Cohron. All members of our Audit Committee are independent
under the definition of independence set out in the NASD listing standards,
except for Mr. Bray and Mr. Perkins. The Board of Directors has determined that
Mr. Bray is an "audit committee financial expert" as defined in Item 401(e) of
SEC Regulation S-B. The Audit Committee held six meetings during 2004.
The Audit Committee, among other things, is directly responsible for
the selection, oversight and compensation of our independent public accountants.
It is also responsible for meeting with the independent auditors and the
appropriate corporate officers to review matters relating to corporate financial
reporting and accounting procedures and policies, the adequacy of financial,
accounting and operating controls, and the scope of the audits of our
independent auditors and any internal auditor. In addition, the Audit Committee
is responsible for reviewing and reporting the results of each audit and making
recommendations it may have to the board of directors with respect to financial
reporting and accounting practices, policies, controls and safeguards. The Audit
Committee has adopted a written charter, a copy of which was included with the
proxy statement for our 2003 annual meeting of shareholders.
The members of the Compensation Committee during 2004 were Ms. Grise
and Messrs. Baker, Bell, Bray, Ellis, Hightower, Kelly, and Sheidler. The
Compensation Committee establishes the compensation arrangements for our
executive officers. The Committee also administers the Company's stock option
plans. The Compensation Committee held two meetings during 2004.
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DIRECTOR NOMINATIONS
The Company has not established a nominating committee. Those functions
are performed by the full board of directors. The board of directors met one
time in its capacity as the nominating committee during 2004. Until now, the
board of directors believed it was appropriate not to have a nominating
committee. We became the holding company for Citizens First Bank in 1999 upon
the Bank's organization. We believed that as the Bank established itself and
developed its business, continuity on the board was important and therefore our
board has first considered candidates who are existing directors when selecting
nominees. We do not have a charter under which the board of directors acts when
it performs the functions of a nominating committee.
The board of directors seeks to identify potential candidates for
membership through existing members of the board, senior management and other
members of the community. Candidates nominated to serve as directors will, at a
minimum, in the board's judgment,
o fulfill the needs of the board of directors at the time in terms of
age, experience and expertise,
o possess the background and ability to contribute to the
performance by the board of its responsibilities through
senior executive management experience and/or a record of
relevant civic and community leadership, and
o be able to represent the interests of the Company and all of its
shareholders.
The board of directors has not adopted a formal policy with regard to
the consideration of director candidates recommended by stockholders. The board
of directors will, however, consider nominees recommended by stockholders. A
stockholder desiring to submit such a recommendation should send written notice
of the recommendation to the Secretary of the Company and comply with the prior
notice procedures contained in Article 2, Section 1 of the Bylaws. These
procedures are discussed in this proxy statement below under the heading
"Shareholder Proposals and Nominations."
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EXECUTIVE COMPENSATION
The following table provides information concerning compensation paid
or accrued by Citizens First Corporation and Citizens First Bank to or on behalf
of our President and Chief Executive Officer and each other executive officer
who had annual salary and bonus that exceeded $100,000 in 2004.
SUMMARY COMPENSATION TABLE
--------------------------------------------------------------------------------
LONG TERM
COMPENSATION
AWARDS
------
SECURITIES
UNDERLYING ALL OTHER
NAME & PRINCIPAL POSITION YEAR SALARY OPTIONS COMPENSATION (1)
------------------------- ----- ------ ---------- ---------------
Mary D. Cohron 2004 $ 170,000 8,000 $ 9,430
President and Chief Executive Officer 2003 150,000 9,452
2002 135,000 7,756
Bill D. Wright 2004 $ 132,000 6,000 $ 8,062
Vice President and Chief Financial Officer 2003 122,000 7,248
2002 107,960 6,938
M. Todd Kanipe 2004 $ 130,846 6,000 $ 7,977
Chief Credit Officer 2003 90,256 7,142
2002 80,000 6,007
(1) Other compensation for 2004 includes: (a) the match of up to 3% of the
officer's salary under the Savings Incentive Match Plan for Employees ($4,500
for Ms. Cohron, $3,600 for Mr. Wright and $3,565 for Mr. Kanipe); (b) the cost
of life insurance premiums paid on behalf of the officer ($903 for Ms. Cohron,
$435 for Mr. Wright and $385 for Mr. Kanipe); and (c) the portion of the cost of
health insurance coverage for such officer that is paid by Citizens First
($4,027 for each of Ms. Cohron, Mr. Wright and Mr. Kanipe). All of our full-time
employees receive similar benefits.
OPTION GRANTS IN LAST FISCAL YEAR
NUMBER OF PERCENT OF TOTAL
SECURITIES OPTIONS GRANTED
UNDERLYING TO EMPLOYEES IN
OPTIONS FISCAL EXERCISE PRICE EXPIRATION
NAME GRANTED (#) YEAR ($/SHARE)(1) DATE
---- ----------- -------------- ------------ ----------
Mary D. Cohron 8,000 20% $14.25 1/14/2014
Bill D. Wright 6,000 15% $14.25 1/14/2014
M. Todd Kanipe 6,000 15% $14.25 1/14/2014
-------------------
(1) All options were granted at the closing sales price for the common stock as
reported on the Over The Counter Bulletin Board on the date of grant. The
options are exercisable in three equal annual installments commencing on the
anniversary date of the date of grant.
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EMPLOYMENT AGREEMENTS
Citizens First and Mary D. Cohron entered into an employment agreement
effective January 1, 2005, which provides for the employment of Ms. Cohron as
our President and Chief Executive Officer. The agreement is for a term of three
years and will be automatically renewed for a new three year term unless either
party gives notice to the other of its intent not to renew. The agreement
provides for payment to Ms. Cohron of an annual salary to be established by the
board of directors at the commencement of each year. The agreement may be
terminated by us upon 60 days notice for cause (as defined in the agreement) and
without cause. In the event the agreement is terminated without cause, we will
be obligated to pay Ms. Cohron the value of accrued fringe benefits through the
date of termination and compensation equal to 12 months' salary based on the
number of months of service by Ms. Cohron unter the term of the agreement. Ms.
Cohron may voluntarily terminate her employment upon 60 days notice. In the
event of Ms. Cohron's termination of employment prior to the natural expiration
of the agreement, Ms. Cohron will be prohibited for one year from rendering any
services to any banking institution in Warren County and any contiguous county.
Citizens First and Bill D. Wright are parties to an employment
agreement effective January 1, 2005 which provides for Mr. Wright's employment
by us as Chief Financial Officer. The agreement provides for the payment to Mr.
Wright of an annual salary to be established by the President at the
commencement of each year. The employment agreement may be terminated by us for
cause (as defined in the agreement) and without cause. In the event the
agreement is terminated without cause, we will be obligated to pay Mr. Wright
the value of accrued fringe benefits through the date of termination and
compensation equal to 90 days' salary.
Citizens First and M. Todd Kanipe are parties to an employment
agreement effective January 1, 2005 which provides for Mr. Kanipe's employment
by us as Chief Credit Officer. The agreement provides for the payment to Mr.
Kanipe of an annual salary to be established by the President at the
commencement of each year. The employment agreement may be terminated by us for
cause (as defined in the agreement) and without cause. In the event the
agreement is terminated without cause, we will be obligated to pay Mr. Kanipe
the value of accrued fringe benefits through the date of termination and
compensation equal to 90 days' salary.
DIRECTOR COMPENSATION
Our non-employee directors receive $200 per month for each month in
which they attend a board of directors or board committee meeting. We also
reimburse non-employee directors for the expenses they incur to attend the
meetings. In 2003, the board of directors adopted, and the shareholders
approved, the 2003 Stock Option Plan for Non-Employee Directors. This plan
provides for the issuance to our non-employee directors of options to purchase
up to an aggregate of 40,000 shares of our common stock. Options were granted
under the plan in 2004 as follows: 1,000 each to Messrs. Baker, Bell, Ellis and
Natcher, and to former director Lucas in January 2004, and 500 each to Ms.
Grise, and to Messrs. Baker, Bell, Ellis, Kelly, Natcher, Sheidler and Stone,
and to former director Lucas in May of 2004. Directors do not receive separate
compensation for serving on the board of directors of Citizens First Bank.
CERTAIN TRANSACTIONS
Through Citizens First Bank, we have had and expect in the future to
have banking transactions in the ordinary course of business with our directors
and executive officers and their associates. All loans to such persons or their
associates have been on the same terms, including interest rates and collateral
on
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loans, as those prevailing at the same time for comparable transactions with
others, and have not involved more than normal risk of collectibility or other
unfavorable features.
AUDIT COMMITTEE REPORT
The Audit Committee has reviewed and discussed with our management our
audited financial statements as of December 31, 2004 and 2003 and for each of
the years in the three-year period ended December 31, 2004. The Committee has
also reviewed and discussed with BKD, LLP, our independent auditors, the matters
required to be discussed by Statement on Auditing Standards No. 61 (Codification
of Statements on Auditing Standards), as modified and supplemented, relating to
the conduct, scope and results of the audit. The Audit Committee has received
written disclosures and the letter from BKD, LLP required by Independence
Standards Board Standard No. 1 (Independence Standards Board Standard No. 1,
Independence Discussions with Audit Committees), as modified and supplemented,
and has discussed with BKD, LLP their independence.
Based upon such review and discussions, the Audit Committee recommended
to the board of directors that, and the board of directors has approved, the
audited financial statements be included in our Annual Report on Form 10-KSB for
the year ended December 31, 2004.
MEMBERS OF THE AUDIT COMMITTEE:
JERRY E. BAKER
BARRY D. BRAY
BILLY J. BELL
FLOYD H. ELLIS
SARAH GLENN GRISE
CHRIS B. GUTHRIE
KEN HIGHTOWER
JOHN J. KELLY
JOE B. NATCHER, JR.
JOHN T. PERKINS
JACK SHEIDLER
WILSON STONE
INDEPENDENT PUBLIC ACCOUNTANTS
BKD, LLP served as our independent accountants for the 2004 fiscal
year. It is expected that representatives of BKD, LLP will be present at the
annual meeting and will have the opportunity to make a statement if they desire
to do so and to answer appropriate questions that may be asked by shareholders.
It is expected that the audit committee of the board of directors will select
the company's independent accountants for 2005 at a meeting to be held prior to
the annual meeting of shareholders.
AUDIT FEES
The aggregate fees billed to the Company by BKD, LLP for the audit of
our annual financial statements and for the reviews of our interim financial
statements included in our Forms 10-Q for the fiscal years ended December 31,
2004 and December 31, 2003 were $59,965 and $31,626, respectively.
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AUDIT-RELATED FEES
The aggregate fees billed to the Company by BKD, LLP for audit related
services for the fiscal years ended December 31, 2004 and 2003, including
assurance and related services reasonably related to the performance of the
audit or review of the financial statements, were $15,910 and $114,913,
respectively.
TAX FEES
The aggregate fees incurred for professional services for tax related
services for the fiscal years ended December 31, 2004 and 2003 were $3,500 and
$4,625, respectively. The services rendered related to tax return preparation
and other general tax matters.
ALL OTHER FEES
For the fiscal years ended December 31, 2004 and 2003, the Company was
not billed any additional fees for services by BKD, LLP, other than the services
covered under the captions "Audit Fees", "Audit Related Fees" and "Tax Fees"
above.
The policies and procedures adopted by the Audit Committee as set forth
in the Audit Committee's charter regarding the use of the independent auditor
for permissible non-audit services require members of the Audit Committee to
pre-approve all auditing services and all permissible non-audit services,
including tax services, that are provided by the auditors to the Company or the
Bank. The Audit Committee may consult with management but may not delegate its
pre-approval authority. All of the services performed by the auditors to the
Company or the Bank during 2004 were pre-approved by the Audit Committee.
SHAREHOLDER PROPOSALS AND NOMINATIONS
Any proposal that a shareholder may desire to be included in the board
of directors' proxy statement for presentation at the 2006 annual meeting of
shareholders must be received not later than November 20, 2005 in order to be
considered for inclusion. All such proposals should be sent to the Secretary of
Citizens First Corporation at 1805 Campbell Lane, Bowling Green, Kentucky 42104.
Shareholder proposals submitted after February 20, 2006 will be considered
untimely under the Company's bylaws, and, if the board of directors elects not
to exclude such proposals from consideration at the meeting (although not
included in the proxy statement), the proxy solicited by us for next year's
annual meeting may confer discretionary authority to vote on any such matters
without a description of them in the proxy statement for that meeting.
The Company's bylaws provide that notice of proposed shareholder
nominations for election of directors must be made in writing and either
delivered or mailed by first class United States mail, postage prepaid, to the
Secretary of the Company, and in either case must be received by the Secretary
of the Company not less than 60 days prior to the month and day of the
anniversary of the last meeting of shareholders of the Company called for the
election of directors. Nominations for the 2006 meeting received after February
20, 2006, will be considered untimely. The advance notice requirement affords
the board of directors the opportunity to consider the qualifications of all
proposed nominees and, to the extent deemed necessary or desirable by the board,
inform shareholders about such qualifications. The notice must contain certain
information about each proposed nominee, including his or her age, business and
residence addresses, principal occupation, number of shares of the Company's
common stock beneficially owned, and such other information as would be required
to be included in a proxy statement
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soliciting proxies for the election of such proposed nominee. In addition, the
nominating shareholder must provide his or her name and address and the number
of shares of the Company beneficially owned by the shareholder. If the chairman
of the annual meeting of shareholders determines that a nomination was not made
in accordance with the foregoing procedures, the nomination is void.
COMMUNICATIONS WITH SHAREHOLDERS
Aside from the procedural requirements set out in our bylaws for
shareholder nominations and proposals, we do not have a formal process for
shareholders to send communications to the board of directors. Our board of
directors welcomes communications from shareholders. Shareholders may send
communications to the board of directors, or to any director in particular, in
care of Secretary, Citizens First Corporation, 1805 Campbell Avenue, Bowling
Green, Kentucky 42104. Any correspondence to the board of directors, or to any
director in particular, will be forwarded by the Company to the addressee,
without review by management.
SOLICITATION OF PROXIES
This solicitation of proxies by the board of directors is being
conducted primarily by mail. We will bear the costs of the solicitation, which
may include reimbursement paid to brokerage firms and others for their
reasonable expenses in forwarding solicitation material for the meeting to
beneficial owners. Certain officers, directors, and regular employees may also
solicit proxies on behalf of the board of directors by means of telephone calls,
personal interviews, and mail at no additional expense to us.
ANNUAL REPORT
We will provide without charge to any shareholder, upon written
request, a copy of our Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2004, which includes financial statements and financial statement
schedules, which is required to be filed with the Securities and Exchange
Commission. Written requests should be directed to Bill D. Wright, Chief
Financial Officer, Citizens First Corporation, at 1805 Campbell Lane, Bowling
Green, Kentucky 42104, or at telephone number (270) 393-0700.
OTHER MATTERS
The board of directors does not know of any other matters requiring a
vote of shareholders to be brought before the annual meeting. If, however, any
such other matters are presented, the persons named in the accompanying form of
proxy or their substitutes will vote such proxy according to their best judgment
on such matters.
By Order of the Board of Directors
/s/ Mary D. Cohron
Mary D. Cohron, President
March 21, 2005
ALL SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE ANNUAL MEETING
ARE URGED TO COMPLETE, DATE, SIGN, AND RETURN THE ACCOMPANYING FORM OF
PROXY IN THE RETURN ENVELOPE ENCLOSED FOR THAT PURPOSE.
11
APPENDIX TO PROXY STATEMENT - FORM OF PROXY CARD
(Front)
PROXY
CITIZENS FIRST CORPORATION
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR ANNUAL MEETING OF SHAREHOLDERS ON APRIL 21, 2005
The undersigned hereby appoints Charles Hardcastle and Kim Harmon, and
each or either of them, as true and lawful agents and proxies, with full power
of substitution in each, to represent the undersigned in all matters coming
before the 2005 Annual Meeting of Shareholders of Citizens First Corporation to
be held at the Carroll Knicely Institute for Economic Development and Public
Service-South Campus, 2355 Nashville Road, Bowling Green, Kentucky on Thursday,
April 21, 2005 at 5:00 p.m. local time, and any adjournments thereof, and to
vote all shares owned of record by the undersigned as follows:
1. ELECTION OF DIRECTORS
Nominees: Barry D. Bray, Sarah Glenn Grise, Chris B. Guthrie,
John T. Perkins and Wilson Stone
[ ] VOTE FOR all nominees listed above, except vote withheld
from the following nominees (if any):
OR
[ ] VOTE WITHHELD from all nominees listed above.
2. OTHER MATTERS
In their discretion, to vote with respect to any other matters that may
come before the annual meeting or any adjournments thereof, including matters
incident to its conduct. WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED IN THE
MANNER SPECIFIED ABOVE BY THE SHAREHOLDER. TO THE EXTENT CONTRARY SPECIFICATIONS
ARE NOT GIVEN, THIS PROXY WILL BE VOTED FOR THE NOMINEES LISTED IN ITEM 1.
PLEASE DATE AND SIGN ON THE REVERSE SIDE
(Back)
Dated:_______________, 2005
PLEASE SIGN EXACTLY AS
NAME APPEARS BELOW ______________________Signature
______________________Signature
(JOINT OWNERS SHOULD EACH SIGN.
ATTORNEYS-IN-FACT, EXECUTORS,
ADMINISTRATORS, CUSTODIANS,
PARTNERS, OR CORPORATION OFFICERS
SHOULD GIVE FULL TITLE).
PLEASE DATE, SIGN, AND RETURN THIS PROXY
IN THE ENCLOSED ENVELOPE PROMPTLY.
NO POSTAGE IS NECESSARY IF MAILED
IN THE UNITED STATES.