x
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Preliminary
Proxy Statement
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o
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Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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o
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Definitive
Proxy Statement
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o
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Definitive
Additional Materials
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o
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Soliciting
Material Pursuant to §240.14a-12
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Farmers
Capital Bank Corporation
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(Name
of Registrant as Specified In Its
Charter)
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x
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No
fee required
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o
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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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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o
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Fee
paid previously with preliminary
materials.
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o Check box if any
part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and
identify the filing for which the offsetting fee was paid previously.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its
filing.
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Date:
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Tuesday, May 12, 2009
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Time:
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11:00 a.m., Eastern Daylight Time
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Place:
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Farmers Bank & Capital Trust Co.
125 West Main Street
Frankfort, Kentucky
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Purpose:
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·To elect four
directors,
·To ratify the
appointment of the independent registered public accounting
firm,
·To endorse the
compensation we pay our executives, and
·To transact
such other business as may properly come before the
meeting
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Record
Date:
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Close of business on April 1, 2009
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Please
date, sign and promptly return the enclosed proxy in the accompanying
postage-paid
envelope.
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Meetings
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|||||
Audit
Committee Members
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Functions
of the Committee
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in
2008
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|||
J. Barry Banker
(Chairman)
Dr. Donald J.
Mullineaux,
Robert Roach,
Jr.
Frank W. Sower,
Jr.
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•
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Monitors
the integrity of our financial reporting processing and systems of
internal controls regarding finance, accounting, and legal
compliance
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5 | ||
• |
Selects
our independent auditor and determines such auditor’s
compensation
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||||
• |
Monitors
the independence and performance of the independent auditor, management
and the internal audit department
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||||
• |
Provides
an avenue of communication among the independent auditor, management, the
internal audit department and the Board of
Directors
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Compensation
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Meetings
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||||
Committee
Members
|
Functions
of the Committee
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in
2008
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|||
Frank W. Sower, Jr.
(Chairman)
J.
Barry Banker
Shelley
S. Sweeney
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• |
Please
refer to the sections in this proxy statement entitled “Compensation
Discussion and Analysis” and the “Report of the
Compensation Committee”
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4
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Name and
Address
of Beneficial Owner
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Amount
and Nature
of Beneficial
Ownership of
Corporation
Common Stock as of
March 1, 2009
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Percent
of Class
|
||
Farmers Bank
& Capital Trust Co. ("Farmers Bank"), as Fiduciary
125 West Main Street
Frankfort, KY 40601
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435,004 1 | 5.91 2 |
Name and Age
|
Year
First
Elected
Director
|
Position
and Offices
with Corporation1
|
Business
Experience
During Past Five Years
|
Frank
W. Sower, Jr
(69).
|
1996
|
Chairman
of the Board of Directors
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Retired
Appeals Officer, Internal Revenue Service
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J.
Barry Banker 2
(57)
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1996
|
Director
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Manager
of Stewart Home School (private, special needs school)
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Dr.
John D. Sutterlin
(68)
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20033
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Director;
Chairman of the Board of Directors of Farmers Bank
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Retired
Dentist
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Dr.
Donald J. Mullineaux
(63)
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2003
|
Director
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Professor,
University of Kentucky, Gatton College of Business and
Economics
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Name and Age
|
Year
First
Elected
Director
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Position
and Offices
with Corporation1
|
Business
Experience
During Past Five Years
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Lloyd
C. Hillard, Jr
(62)
|
1996
|
Director;
President, CEO and Director of First Citizens Bank (Elizabethtown, KY)
(“First Citizens”); Director of FCB
Services, Inc. (“FCB
Services”)
|
President
and CEO of First Citizens
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Robert
Roach, Jr.
(70)
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1998
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Director
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Retired
County Judge and Teacher
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R.
Terry Bennett
(63)
|
2007
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Director;
Director of First Citizens
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Attorney,
Skeeters, Bennett, Wilson & Pike
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Dr.
Donald A. Saelinger
(61)
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2007
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Director;
Director of Citizens Bank of Northern Kentucky (Newport, KY) (“Citizens Northern”)
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Physician
|
Name and Age
|
Year
First
Elected
Director
|
Position
and Offices
with Corporation1
|
Business
Experience
During Past Five Years
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G.
Anthony Busseni
(61)
|
1996
|
Director;
President, CEO and Director of the Corporation; Director
of: Farmers Bank, United Bank & Trust Company (Versailles,
KY) (“United Bank”), The Lawrenceburg
Bank & Trust Company, First Citizens, Citizens Northern and FCB
Services; Chairman of the Board of: Leasing One Corporation and
Farmers Capital Insurance Corporation
|
President
and CEO of the Corporation
|
Shelley
S. Sweeney
(67)
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2002
|
Director
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President,
Swell Properties, Inc. (residential real estate rental
company)
|
Ben
F. Brown
(65)
|
2008
|
Director;
President of Jessamine County, United Bank; Director of FCB
Services
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Chairman
of the Board, President and CEO of Citizens Bank of Jessamine County (a
subsidiary bank that was merged into United Bank in
2008)
|
Marvin
E. Strong
(56)
|
2008
|
Director;
Director of Farmers Bank and Leasing One Corporation
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Partner,
McCarty-Strong Global Consulting, LLC since 2007 (business development and
consulting); Secretary, Economic Development Cabinet, Commonwealth of
Kentucky
1993-2007
|
Name |
Amount
and Nature of Beneficial Ownership of Corporation Common Stock as of March
1, 2009 1,2
|
Percent
of Class 1,2
|
|
J.
Barry Banker
|
3,478
|
3
|
.05
|
R.
Terry Bennett
|
747
|
4
|
.01
|
Ben
F. Brown
|
25,268
|
5
|
.34
|
G.
Anthony Busseni
|
4,271
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6
|
.06
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C.
Douglas Carpenter
|
3,285
|
7
|
.04
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E.
Bruce Dungan
|
77,490
|
8
|
1.05
|
Rickey
D. Harp
|
16,010
|
9
|
.22
|
Lloyd
C. Hillard, Jr.
|
6,959
|
10
|
.09
|
Dr.
Donald J. Mullineaux
|
900
|
.01
|
|
Allison
B. Razor
|
2,017
|
.03
|
|
Robert
Roach, Jr.
|
20,000
|
.27
|
|
Dr.
Donald A. Saelinger
|
20,260
|
.28
|
|
Frank
W. Sower, Jr.
|
64,629
|
11
|
.88
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Dr.
John P. Stewart
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25,350
|
12
|
.34
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Marvin
E. Strong
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2,077
|
.03
|
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Dr.
John D. Sutterlin
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61,000
|
13
|
.83
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Shelley
S. Sweeney
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172,603
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2.35
|
|
All
Directors (and Nominees), Adisory Directors and Executive Officers as a
group
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506,344
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6.87
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·
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identify
the features of our senior executives’ incentive compensation
arrangements, if any, that could lead a senior executive to take
unnecessary and excessive risks that could threaten the value of the
Corporation;
|
|
·
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on
or before April 9, 2009 review with the Corporation’s senior risk officers
the incentive compensation arrangements of our senior executives to ensure
that our senior executives are not encouraged to take unnecessary and
excessive risks;
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|
·
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meet
at least semi-annually to discuss and evaluate employee compensation plans
in light of an assessment of any risk posed to the Corporation from such
compensation plans;
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|
·
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meet
at least annually with the Corporation’s senior risk officers to discuss
and review the relationship between the Corporation’s risk management
policies and practices and the senior executives’ incentive compensation
arrangements; and
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|
·
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certify
that the Compensation Committee has completed its review of the named
executive officers’ incentive compensation arrangements as set forth
above.
|
Company
|
Ticker
|
City
|
State
|
First
Busey Corporation
|
BUSE
|
Urbana
|
IL
|
Pinnacle
Financial Partners, Inc.
|
PNFP
|
Nashville
|
TN
|
Renasant
Corporation
|
RNST
|
Tupelo
|
MS
|
First
Financial Bancorp.
|
FFBC
|
Cincinnati
|
OH
|
Integra
Bank Corporation
|
IBNK
|
Evansville
|
IN
|
Republic
Bancorp, Inc.
|
RBCAA
|
Louisville
|
KY
|
Green
Bankshares, Inc.
|
GRNB
|
Greeneville
|
TN
|
Community
Trust Bancorp, Inc.
|
CTBI
|
Pikeville
|
KY
|
SCBT
Financial Corporation
|
SCBT
|
Columbia
|
SC
|
Virginia
Commerce Bancorp, Inc.
|
VCBI
|
Arlington
|
VA
|
First
Bancorp
|
FBNC
|
Troy
|
NC
|
MainSource
Financial Group, Inc.
|
MSFG
|
Greensburg
|
IN
|
City
Holding Company
|
CHCO
|
Charleston
|
WV
|
Union
Bankshares Corporation
|
UBSH
|
Bowling
Green
|
VA
|
FNB
United Corp.
|
FNBN
|
Asheboro
|
NC
|
First
Community Bancshares, Inc.
|
FCBC
|
Bluefield
|
VA
|
S.Y.
Bancorp, Inc.
|
SYBT
|
Louisville
|
KY
|
German
American Bancorp, Inc.
|
GABC
|
Jasper
|
IN
|
Eastern
Virginia Bankshares, Inc.
|
EVBS
|
Tappahannock
|
VA
|
First
Financial Service Corporation
|
FFKY
|
Elizabethtown
|
KY
|
Name
and
Principal
Position
|
Year
|
Salary
($)
|
Bonus
($)
|
All
Other Compensation1
($)
|
Total
($)
|
G.
Anthony Busseni
President
& CEO
|
2008
2007
2006
|
350,000
320,000
299,000
|
-
-
-
|
19,080
22,229
21,804
|
369,080
342,229
320,804
|
Ben
F. Brown
Director;
President,
Jessamine
County,
United
Bank
|
2008
|
200,040
|
-
|
21,233
|
221,273
|
Rickey
D. Harp
President
& CEO,
Farmers
Bank
|
2008
2007
2006
|
182,000
171,000
163,500
|
-
-
-
|
16,563
17,241
18,710
|
198,563
188,241
182,210
|
Lloyd
C. Hillard, Jr.
Director;
President &
CEO,
First Citizens
|
2008
2007
2006
|
168,000
152,500
145,000
|
-
-
20,000
|
23,691
25,716
25,805
|
191,691
178,216
190,805
|
C.
Douglas Carpenter
Senior
Vice President,
Secretary
& CFO
|
2008
2007
2006
|
120,000
110,000
100,000
|
-
-
-
|
15,675
16,956
16,467
|
135,675
126,956
116,467
|
Mr. Busseni
|
Mr. Brown
|
Mr. Hillard
|
Mr. Harp
|
Mr. Carpenter
|
||||||||||||||||
Director
Fees
|
0 | 7,850 | 10,250 | 0 | 7,600 | |||||||||||||||
401(k)
Match
|
13,800 | 12,008 | 10,080 | 10,920 | 7,200 |
Option
Awards
|
|||||
Name
|
Grant
Date
|
Number
of
Securities
Underlying Unexercised Options That
Were
Exercisable at Year End
|
Number
of Securities Underlying Unexercised Options That Were Not Exercisable at
Year End
|
Option
Exercise Price
|
Option
Expiration Date
|
G.
Anthony Busseni
President
& CEO
|
-
|
-
|
-
|
-
|
-
|
Ben
F. Brown
Director;
President, Jessamine
County,
United Bank
|
-
|
-
|
-
|
-
|
-
|
Rickey
D. Harp
President
& CEO, Farmers Bank
|
10/25/04
|
10,049
|
-
|
$34.80
|
10/25/14
|
Lloyd
C. Hillard, Jr.
Director;
President
& CEO, First Citizens
|
-
|
-
|
-
|
-
|
-
|
C.
Douglas Carpenter
Senior
Vice President, Secretary & CFO
|
-
|
-
|
-
|
-
|
-
|
Plan
Category
|
Number
of securities
to
be issued upon
exercise
of outstanding options,
warrants
and rights
|
Weighted-average
exercise
price of
outstanding
options, warrants and rights
|
Number
of securities remaining
available
for future issuance
under
equity compensation plans (excluding securities reflected in Column
(a))
|
(a)
|
(b)
|
(c)
|
|
Equity
compensation
plans
approved by
shareholders
|
59,621
|
$32.63
|
16,600
|
Equity
compensation
plans
not approved by shareholders
|
N/A
|
N/A
|
N/A
|
Total
|
59,621
|
$32.63
|
16,600
|
Fees
Earned or Paid in Cash
|
All
Other
Compensation1
|
Total
|
|
Directors
|
($)
|
($)
|
($)
|
J.
Barry Banker
|
15,500
|
10,943
|
26,443
|
R.
Terry Bennett2
|
17,850
|
-
|
17,850
|
Dr.
Donald J. Mullineaux
|
12,500
|
-
|
12,500
|
Robert
Roach, Jr.
|
12,750
|
-
|
12,750
|
Dr.
Donald A. Saelinger3
|
19,000
|
-
|
19,000
|
Frank
W. Sower, Jr.
|
16,750
|
-
|
16,750
|
Marvin
E. Strong, Jr.4
|
22,950
|
-
|
22,950
|
Dr.
John D. Sutterlin5
|
28,400
|
-
|
28,400
|
Shelley
S. Sweeney
|
12,000
|
-
|
12,000
|
Advisory
Directors
|
Fees
Earned or Paid in Cash
($)
|
All
Other
Compensation1
($)
|
Total
($)
|
|
|
|
|
E.
Bruce Dungan
|
3,125
|
-
|
3,125
|
Dr.
John P. Stewart
|
2,625
|
-
|
2,625
|
|
§
|
the
individual’s current total compensation
package;
|
|
§
|
the
Corporation’s financial
performance;
|
|
§
|
the
importance of the individual to the Corporation’s financial
performance;
|
|
§
|
industry
surveys and other information regarding compensation paid to executives
and directors performing similar duties for financial institutions in the
Corporation’s market area or financial institutions of a size comparable
to the Corporation wherever located;
and
|
|
§
|
the
size of the Corporation and the complexity of its
operations.
|
1.
|
The
election of the following Nominees as Directors of the Corporation as set
forth in the Board of Director's Proxy Statement: 1) Frank W. Sower, Jr.,
2) J. Barry Banker, 3) Dr. John D. Sutterlin, 4) Dr. Donald J.
Mullineaux;
|
2.
|
A
proposal to ratify the appointment of Crowe Horwath LLP as the
Corporation’s independent principal accountants for the calendar year
2009; and
|
3.
|
A
proposal to endorse the Corporation’s overall executive
compensation programs and procedures, as described in
the Compensation Discussion and Analysis and Executive
Compensation sections of the proxy
statement.
|
4.
|
The
transaction of such other business as may properly come before the
meeting.
|
·
|
FOR all the Nominees referred to in Item 1 (including any substitute Nominee in the case of unavailability), |
·
|
FOR the ratification of Crowe Horwath LLP, |
·
|
FOR the endorsement of
our executive compensation programs and procedures
and
|
·
|
as
the proxies decide on any other matter that comes before the
meeting.
|