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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Registrant☒
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appropriate box:
☐ Preliminary
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for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
☒ Definitive
Proxy Statement
☐ Definitive
Additional Materials
☐ Soliciting
Material Pursuant to § 240.14a-12
American Church
Mortgage Company
(Name of Registrant as
Specified In Its Charter)
(Name of Person(s) Filing
Proxy Statement, if other than the Registrant)
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computed on table below per Exchange Act Rules 14a-6(i)(1) and
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AMERICAN CHURCH MORTGAGE COMPANY
–––––––––––––––––
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 25, 2020
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
10400 Yellow Circle Drive, Suite 120, Minnetonka, Minnesota,
55343, at 10:00 a.m., local time, on June 25, 2020.
We are monitoring developments regarding the coronavirus or
COVID-19 and preparing in the event any changes for our annual
meeting are necessary or appropriate. If we decide to make any
change, such as to the date or location or to hold the meeting
solely by remote communication, we will announce the change in
advance and post details, including instructions on how
shareholders can participate, on our website
www.church-loans.net and file them with the SEC. We also
recommend that you visit the website to confirm the status of the
annual meeting before planning to attend in person.
This meeting is being held for the following purposes:
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1. |
To elect two (2) persons to serve as Directors until the next
annual meeting of shareholders and until their successors are duly
elected and qualified. |
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2. |
Ratification of the Appointment of Wipfli, LLP as our
independent public accounting firm for the year ending December 31,
2020. |
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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 May 4, 2020
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 return a completed proxy
promptly.
By Order of the Board of Directors,
/s/ Philip J. Myers
Philip J. Myers, President and Secretary
Minnetonka, Minnesota
May
14, 2020
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WHETHER OR NOT YOU EXPECT TO
ATTEND THE ANNUAL MEETING,
PLEASE SIGN THE PROXY AND
RETURN IT PROMPTLY.
Important Notice Regarding the Availability of Proxy
Materials
for the Annual Meeting of Shareholders to Be Held on June 25,
2020.
The proxy materials, including the proxy statement and the 2019
Annual Report are available at the “Investors Relations” tab on our
website at: www.church-loans.net.
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Your vote matters – here’s how to vote!
You may vote online or by phone instead of mailing the proxy
card.
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Votes submitted electronically must be
received by June 25, 2020 at 1:00 A.M.,
Central Time
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Online
Go
to www.envisionreports.com/ACMC or
scan
the QR code — login details are
located in the shaded bar below.
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Phone
Call
toll free 1-800-652-VOTE (8683) within
the
USA, US territories and Canada
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Save
paper, time and money!
Sign
up for electronic delivery at
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AMERICAN CHURCH MORTGAGE COMPANY
10400 YELLOW CIRCLE DRIVE, STE. 102
MINNETONKA, MINNESOTA 55343
(952) 945-9455
–––––––––––––––
PROXY STATEMENT
––––––––––––––––
ANNUAL MEETING OF SHAREHOLDERS
JUNE 25, 2020
This proxy statement and the accompanying proxy card are being
mailed, beginning on May 14, 2020, to owners of common shares of
American Church Mortgage Company in connection with the
solicitation of proxies by the Board of Directors for our 2020
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
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GENERAL INFORMATION |
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3 |
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PROPOSAL 1: ELECTION OF DIRECTORS |
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7 |
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| DIRECTORS,
EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND |
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CORPORATE GOVERNANCE |
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9 |
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| CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR |
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| INDEPENDENCE |
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13 |
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| SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT |
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| AND
RELATED STOCKHOLDER MATTERS |
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17 |
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| EXECUTIVE
COMPENSATION AND EQUITY COMPENSATION PLANS |
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18 |
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| DIRECTOR
COMPENSATION |
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18 |
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| PRINCIPAL
ACCOUNTANT FEES AND SERVICES |
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19 |
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PROPOSAL 2: APPROVAL OF APPOINTMENT OF INDEPENDENT REGISTERED |
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PUBLIC ACCOUNTING FIRM |
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21 |
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| SHAREHOLDER
PROPOSALS FOR THE 2021 ANNUAL MEETING OF |
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| SHAREHOLDERS |
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22 |
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| OTHER
MATTERS |
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22 |
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EXHIBITS |
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| ANNUAL REPORT ON
FORM 10-K |
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| PROXY |
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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 or
about May 14, 2020. The
Company’s 2019 Annual Report to Shareholders on Form 10-K
accompanies this proxy statement.
What am I voting on?
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1. |
The election of two (2) Board
members, each for a one-year term or until their successors are
elected and qualified. The remaining board seat will remain
vacant. |
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2. |
The ratification of the appointment
of Wipfli, LLP as our independent registered public accounting firm
for the year ending December 31, 2020. |
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 May 4,
2020 may vote at the Annual Meeting. Each share has one vote. There
were 1,677,798 common shares outstanding on May 4, 2020. 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 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
Treasurer and Chief Financial Officer, Scott J. Marquis at (952)
252-0909.
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 and Michael G.
Holmquist as Directors and “FOR” the ratification of the
appointment of Wipfli, LLP as 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
may vote by mail, online or by phone. To vote by mail, simply mark,
sign and date the enclosed proxy card and return it in the
postage-paid envelope provided. To vote online or by phone, see the
instructions above. 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. Please note that broker
shares will not be voted on Proposal 1 – Election of Directors –
without your direction.
How do I revoke my proxy?
You may revoke your proxy at any time before your shares are voted
at the Annual Meeting by:
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· |
Notifying our Secretary, Philip J.
Myers, in writing at 10400 Yellow Circle Drive, Ste. 102,
Minnetonka, Minnesota 55343, that you are revoking your proxy; |
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Executing a later-dated proxy card; |
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Voting again online or by phone before the applicable deadline;
or |
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Attending and voting by ballot at the Annual Meeting. |
Is my vote confidential?
Yes, only certain of our officers will have access to your
vote.
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 May 4, 2020, 1,677,798 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 or vote online or by phone, 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 25, 2020, 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
5.08% of our common shares as of May 4, 2020. (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 by mail and by the
internet. 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 reimbursement
of out-of-pocket expenses. In 2019, we paid Computershare
approximately $5,600, 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 do now offer to shareholders on-line voting over the Internet.
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 May 4, 2020.
When are shareholder proposals for the year 2021 shareholder
meeting due?
Shareholder proposals to be presented at the 2021 Annual Meeting
must be submitted in writing by December 26, 2020 to Philip J.
Myers, President & Secretary, at 10400 Yellow Circle Drive,
Ste. 102, 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 2021 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
The Board has fixed at two (2) the number of Directors to be
elected at the Annual Meeting. The remaining board seat will remain
vacant while the Company seeks a suitable additional independent
board member. 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 two (2) 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 |
64 |
Mr. Myers has been our Chairman, President and Secretary since
April 2001. He has also served as President, Treasurer,
majority shareholder and a director of our Advisor, Church Loan
Advisors, Inc. since 1994, President, Secretary, and a director of
American Investors Group, Inc., a registered broker-dealer, since
1996, and of its parent company, Apostle Holdings Corp. since 2000.
Mr. Myers has been an officer and owner 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’ 30+
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 |
|
Michael G. Holmquist |
70 |
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 |
Prior Board members Messrs. Doyle and Caldwell decided not to stand
for re-election
to the Board for personal reasons. Neither director had any
disagreement with the Company, the Board or management on any
matter of accounting, disclosure or otherwise.
The
Company intends to commence a process to identify a potential
additional Independent
Director to fill the vacant board seat. No assurance can be
provided that an additional, acceptable independent director will
be identified and added to the Board of Directors in any particular
timeframe.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND
CORPORATE GOVERNANCE
Information regarding our current Directors is set forth above
under the section titled “Nominees.”
How does
the Board operate?
During 2019, 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, each Board member
attended 100% of the meetings held, except Mr.
Doyle who did not attend any meetings. The Company encourages
director 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 to, and frequently one or more of our Directors are in
attendance at, the Annual Meeting. Mr. Myers attended the 2019
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 Mr. Holmquist
qualifies 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 (See
Director Nominee table above).
Executive Officers
The following table sets forth certain information regarding the
Company’s executive officers.
|
Name |
Age |
Position |
Biographical Summary |
|
Philip J. Myers |
64 |
Chairman, President and Secretary |
(See
Director Nominee table above.) |
| Scott
J. Marquis |
62 |
Chief
Financial Officer and Treasurer |
Mr. 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
American Investors Group, Inc., a registered broker-dealer, 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 in Minneapolis, Minnesota and served in the United States
Coast Guard Reserve (Retired). Mr. Marquis is a licensed
financial principal and registered representative of American
Investors Group, Inc., holds his Series 7, 63 and 27 licenses from
FINRA. Mr. Marquis’ knowledge of and experience in operating
a public REIT 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 2019.
Please see “Director Compensation” on page 18. As a non-independent
director, Philip J. Myers receives no compensation or
reimbursements in connection with his service on our Board of
Directors.
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. Two board member have elected
not run again in 2020). 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 various other criteria, such as their broad-based
business and professional skills and experiences, experience
serving as management or on the Board of Directors of companies
similar to 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 to be in the best interests of
the Company and its Shareholders 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 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 an 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. The Company has no policy with respect to
hedging transactions.
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 2020 Annual Meeting of Shareholders, the Board of Directors did not receive any
nominations for director candidates from eligible shareholders or
groups of shareholders within the required timeline. Additionally,
there were no changes to the procedures by which
shareholders may recommend nominees to the Board since the
Company’s 2010 Annual Meeting of Shareholders.
Communications with the
Board
Shareholders can communicate
directly with the Board by writing to Mr. Philip J. Myers at the
Company’s principal address, 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% shareholders 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, 2019, our Officers, Directors and greater than 10%
shareholders complied with all Section 16(a) filing
requirements.
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 above,
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 our 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:
|
Name |
Position |
|
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 ending on January 16, 2021. We may
terminate the Advisory Agreement without cause 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 services to us
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 fees 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. For
purposes of the Advisory Agreement, the Company’s Invested Assets
means outstanding church loans and church bonds and does not
include cash or 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, 2019 and 2018, we paid our Advisor approximately $323,000 and
$322,000, 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 will not pay any commissions on purchases
of church bonds from American Investors Group, Inc., 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.
In September 2017, we filed a registration statement with the
Securities and Exchange Commission to offer $10,000,000 worth of
Series E secured investor certificates. The offering was declared
effective by the SEC on November 6, 2017. The certificates are
being offered in multiples of $1,000 with interest rates ranging
from 4.00% to 6.50%, subject to changing market rates, and
maturities from 5 to 15 years. The certificates are collateralized
by certain mortgage
loans receivable and church bonds of approximately the same value.
At May 4, 2020, we have sold 3,714 Series E Secured Investor
Certificates totaling $3,714,000.
Director Independence
The Company’s Board of Directors has determined that Michael G.
Holmquist is “independent,” as that term is defined in NASAA REIT
Guidelines and in Rule 4200(a)(15) of the NASDAQ Marketplace Rules.
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 May 4, 2020, the number of
shares beneficially owned by each Director and by all executive
officers as a group, and any beneficial owners of 5% or more of our
outstanding stock, based on 1,677,798 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 |
|
|
83,687 |
(2) |
|
|
4.98 |
% |
| Scott J.
Marquis |
|
|
1,300 |
|
|
|
0.08 |
% |
| Kirbyjon H.
Caldwell |
|
|
— |
|
|
|
— |
|
| Dennis J.
Doyle |
|
|
— |
|
|
|
— |
|
| Michael H.
Holmquist |
|
|
319 |
|
|
|
0.02 |
% |
All Executive Officers and Directors as a Group
(five individuals) |
|
|
85,306 |
|
|
|
5.08 |
% |
|
(1) |
The
address for each of the officers and Directors is 10400 Yellow
Circle Drive, Ste. 102, Minnetonka, Minnesota 55343. Messrs.
Caldwell and Doyle decided not to stand for reelection to the Board
in 2020 |
|
(2) |
This
number includes 25,014 shares owned directly by Mr. Myers and
58,673 shares owned by Apostle Holdings Corp., an affiliate of our
Advisor, which 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 for the year ended
December 31, 2019 is described below.
| DIRECTOR
COMPENSATION |
|
Name |
|
|
Fees Earned or Paid in
Cash(1) |
|
|
Stock
Awards |
|
Option
Awards |
|
Non-Equity Incentive Plan
Compensation |
|
Nonqualified Deferred Compensation
Earnings |
|
All Other Compensation
|
|
|
Total
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kirbyjon H. Caldwell |
|
$ |
1,600 |
|
|
n/a |
|
n/a |
|
n/a |
|
n/a |
|
n/a |
|
$ |
1,600 |
|
| Dennis J.
Doyle |
|
$ |
600 |
|
|
n/a |
|
n/a |
|
n/a |
|
n/a |
|
n/a |
|
$ |
600 |
|
| Michael G.
Holmquist |
|
$ |
1,600 |
|
|
n/a |
|
n/a |
|
n/a |
|
n/a |
|
n/a |
|
$ |
1,600 |
|
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
2016. Messrs. Caldwell and Doyle have decided not to stand for
reelection to the Board in 2020. |
PRINCIPAL ACCOUNTANT FEES AND SERVICES
Wipfli, LLP has served as the Company’s independent registered
public accounting firm since June 30, 2019.
Baker Tilly Virchow Krause, LLP served as the Company’s independent
registered public accounting firm for the fiscal years ended
December 31, 2018 and 2017. The Company decided on April 29, 2019
to not re-engage Baker Tilly Virchow Krause, LLP as the Company’s
independent registered public accounting firm. Baker Tilly Virchow
Krause, LLP’s reports on the Company’s financial statements for the
years ended December 31, 2018 and December 31, 2017 did not contain
an adverse opinion or disclaimer of opinion, and were not qualified
or modified as to uncertainty, audit scope or accounting
principles. During the Company’s years ended December 31, 2018
and 2017 there were:
| |
(i) |
no
disagreements with Baker Tilly Virchow Krause, LLP 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 Baker Tilly Virchow Krause, LLP,
would have caused Baker Tilly Virchow Krause, LLP to make reference
to the subject matter of the disagreement in its report on the
Company’s consolidated financial statements, and |
| |
(ii) |
no “reportable
events” as that term is defined in Item 304(a)(1)(v) of Regulation
S-K (“Regulation S-K”) of the U.S. Securities and Exchange
Commission (the “SEC”). |
The following table presents fees billed to the Company by the
Company’s former independent registered public accounting firm, for
professional services rendered for the years ended December 31,
2019 and 2018.
In addition, the Company engaged Wipfli, LLP as its new and current
independent registered public accounting firm and was billed for
services for the year ended December 31, 2019 as shown.
| |
|
Years
Ended December 31, |
| |
|
2019 |
|
2018 |
|
Audit Fees (1) |
|
$ |
37,145 |
|
|
$ |
78,750 |
|
| Tax Fees
(2) |
|
|
5,160 |
|
|
|
5,010 |
|
| All Other Fees
& Out of Pocket Expenses (3) |
|
|
12,671 |
|
|
|
— |
|
|
Total |
|
$ |
102,940 |
|
|
$ |
83,760 |
|
|
(1) |
Audit Fees consist of fees billed
for professional services rendered for the audit of the Company’s
annual financial statements and services that are normally provided
by the Company’s independent registered public accounting firm in
connection with statutory and regulatory filings or engagements.
All 2019 audit fees were paid to Wipfli, LLP. |
|
(2) |
Tax Fees consist of fees billed for
professional services rendered for tax compliance, tax advice and
tax planning. |
|
(3) |
All Other Fees consist of fees for
products and services other than the services reported above. The
Company paid $11,546 in fees related our public offering of secured
investor certificates for the year ended December 31, 2019. |
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, Wipfli, LLP
(“Wipfli”), the Company’s consolidated financial statements for the
fiscal year ended December 31, 2019 and the Company’s internal
control over financial reporting. We also discussed with Wipfli the
matters required to be discussed by Auditing Standard No. 16, as
adopted by the Public Company Accounting Oversight Board. Wipfli
provided to us the written disclosures and the letter required by
applicable requirements of the Public Company Accounting Oversight
Board regarding Wipfli’s communications with the Board concerning
independence, and we discussed Wipfli’s independence with them. In
determining Wipfli’s independence, we considered whether their
provision of non-audit services to the Company was compatible with
maintaining independence. We received regular updates on Wipfli’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, 2019 be included in the
Company’s Annual Report on Form 10-K. We also approved, subject to
shareholder ratification, the selection of Wipfli, LLP as the
Company’s independent auditors for the fiscal year ending December
31, 2020.
Members of the Board:
Philip J. Myers
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 Wipfli,
LLP (“Wipfli”) to audit the Company’s financial statements for, and
otherwise act as the independent auditors with respect to, the year
ending December 31, 2020, subject to the ratification of the
holders of the Company’s common stock. The report
of Wipfli on the financial statements for the fiscal year ending
December 31, 2019 contained no adverse opinion or disclaimer of
opinion and was not qualified or modified as to uncertainty, audit
scope or accounting principle. In connection with its audit for the
most recent fiscal year and through May 14, 2020, there have been
no disagreements with Wipfli 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 Wipfli would have caused them to make reference thereto in their
report on the financial statements for such years. Wipfli has acted
as our independent auditors since June 30, 2019.
To the Company’s knowledge, neither Wipfli 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 May 14, 2020, the
Company has not consulted with Wipfli 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 Wipfli 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 Wipfli is expected to be present at the Annual
Meeting.
If the shareholders do not ratify the selection of Wipfli, the
Board of Directors may still affirm its selection of Wipfli 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 as the Company’s independent auditors, unless other
instructions are indicated thereon.
The Board recommends
that the shareholders ratify the Board’s appointment of WIPFLI as
the Company’s independent registered public accounting firm for the
year ending December 31, 2020.
SHAREHOLDER PROPOSALS FOR THE
2021 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 President by December 26, 2020. 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 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
May
14, 2020
CORPORATE INFORMATION
EXECUTIVE OFFICERS AND DIRECTORS
Philip J. Myers, Chairman, President and Secretary
Scott J. Marquis, Chief Financial Officer and Treasurer
Michael G. Holmquist, Director
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
Wiplfi, LLP
8665
Hudson Blvd North, Suite 200
St.
Paul, MN 55042
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 2019.
At May 4, 2020, we had 458 record holders of our common stock and
an undetermined number of additional beneficial owners.
2020 ANNUAL MEETING & SHAREHOLDER CONTACT
Our Annual Meeting of Shareholders will be held at 10:00 a.m.,
local time, on June 25, 2020 at our offices.
We are monitoring developments regarding the coronavirus or
COVID-19 and preparing in the event any changes for our annual
meeting are necessary or appropriate. If we decide to make any
change, such as to the date or location or to hold the meeting
solely by remote communication, we will announce the change in
advance and post details, including instructions on how
shareholders can participate, on our website
www.church-loans.net and file them with the SEC. We also
recommend that you visit the website to confirm the status of the
annual meeting before planning to attend in person.
Inquiries concerning ACMC or matters of shareholder interest may be
directed to:
American Church Mortgage Company
10237 Yellow Circle Drive
Minnetonka, Minnesota 55343
Attention: Scott J. Marquis
(952) 252-0909
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 25,
2020.
The proxy materials, including the proxy statement and the 2019
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 May 4, 2020, at the
Annual Meeting of Shareholders to be held on June 25, 2020, or any
adjournment thereof.
PLEASE MARK YOUR VOTES AS INDICATED IN THIS EXAMPLE [X]
01 Philip J. Myers
02 Michael G.
Holmquist
[_]
VOTE FOR all nominees
listed
[_] VOTE 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 WIPFLI, LLP as the
Company’s independent registered public accounting firm for the
year ending December 31, 2020. |
[_]
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:_________, 2020
________________________________
SIGNATURE
________________________________
TITLE (IF APPLICABLE)
________________________________
SIGNATURE (IF HELD JOINTLY)
PLEASE MARK, SIGN, DATE, AND RETURN THIS PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
19152550v2
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