UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
(Rule
14a-101)
INFORMATION
REQUIRED IN PROXY STATEMENT
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
(Amendment
No. _____)
Filed by
the Registrant
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Filed by
a Party other than the Registrant
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Check the
appropriate box:
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Preliminary
Proxy Statement
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Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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Definitive
Proxy Statement
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Definitive
Additional Materials
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Soliciting
Material Under Rule 14a-12
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TEAM
FINANCIAL, INC.
(Name of
Registrant as Specified In Its Charter)
KEITH B.
EDQUIST
JEFFREY
L. RENNER
LLOYD A.
BYERHOF
(Name of
Person(s) Filing Proxy Statement, if other then the Registrant)
Payment
of Filing Fee (Check the appropriate box):
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No
fee required.
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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Title
of each class of securities to which transaction
applies:
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Aggregate
number of securities to which transaction applies:
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(3)
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Per
unit price or other underlying 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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(4)
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maximum aggregated value of transaction:
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(5)
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fee paid:
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paid previously with preliminary materials.
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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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(1)
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Amount
Previously Paid:
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(2)
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Form,
Schedule or Registration Statement No.:
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Filing
Party:
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PRELIMINARY
COPY SUBJECT TO COMPLETION
DATED
MAY 23, 2008
PROXY
STATEMENT OF KEITH B. EDQUIST
______________,
2008
Dear
Fellow Shareholder:
I am the
beneficial owner of an aggregate of 101,260 shares of common stock of Team
Financial, Inc. (“Team” or the “Company”), representing approximately 2.8% of
the outstanding common stock of the Company. I do not believe the
current Board of Directors of the Company is acting in my or your best interests
as discussed in further detail in the attached Proxy Statement. I am
therefore seeking your support at the annual meeting of shareholders (the
“Annual Meeting”) scheduled to be held on Tuesday, June 17, 2008 at 9:00
a.m. local time at the Paola High School Auditorium, 401 North Angela, Paola,
Kansas, for the following:
1.
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To
elect my slate of three nominees to the Board of Directors to serve as
Directors of the Company in opposition to the Company’s three nominees,
and
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2.
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A
proposal to approve the modification of terms of the 1999 Employee Stock
Purchase Plan, as recommended by the Board of Directors,
and
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3.
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To
ratify the selection of KPMG, LLP as the Company’s independent auditors
for the year 2008.
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Through
the attached Proxy Statement, I am soliciting proxies to elect my three Director
nominees. The names, backgrounds and qualifications of the Company’s
nominees, and other information about them, can be found in the Company’s proxy
statement.
I
am not seeking control of the Board of Directors at the Annual
Meeting. However, I hope that this election contest will result in
Management and the Board’s nominees NOT being re-elected to the Board of
Directors and send a strong message to the remaining incumbent Directors and
Management that shareholders are not satisfied with the Company’s operating
performance and management.
I urge
you to carefully consider the information contained in the attached Proxy
Statement and then support my efforts by signing, dating
,
and
returning the enclosed
GOLD
proxy card
today. The attached Proxy Statement and the enclosed
GOLD
proxy card are first
being furnished to the shareholders on or about __________, 2008.
If you
have already voted for the management slate you have every right to change your
vote by signing, dating and returning a later dated proxy card or by voting in
person at the Annual Meeting.
If you
have any questions or require any assistance with your vote, please contact
___________________, which is assisting us, at their address and toll-free
numbers listed below.
Thank you for your
support,
/s/
Keith B.
Edquist
If
you have any questions, require assistance in voting your
GOLD
proxy
card,
or
need additional copies of my proxy materials, please call
___________________
at
the phone numbers listed below.
___________________
_______________________
_______________________
Banks
and Brokerage Firms, Please Call: (____) _____________
Shareholders
Call Toll Free: (____) _____________
E-mail:
______________________
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ANNUAL
MEETING OF SHAREHOLDERS
OF
TEAM
FINANCIAL, INC.
OF
KEITH
B. EDQUIST
PLEASE
SIGN, DATE AND MAIL THE ENCLOSED GOLD PROXY CARD TODAY
Keith B.
Edquist and the Nominees named below (collectively referred to herein as
“Keith B. Edquist” or “I”), who are named as participants in this
Proxy Statement, are shareholders of Team Financial, Inc., a Kansas corporation
(“Team” or the “Company”). I am writing to you in connection with the
election of my three nominees to the Board of Directors of the Company (the
“Board”) at the annual meeting of shareholders (the “Annual Meeting”) scheduled
to be held on Tuesday, June 17, 2008 at 9:00 a.m. local time at Paola High
School Auditorium, 401 North Angela, Paola, Kansas, including any adjournments
or postponements thereof and any meeting which may be called in lieu
thereof. This Proxy Statement and the enclosed
GOLD
proxy
card are first being furnished to shareholders on or about __________,
2008.
This
Proxy Statement and the enclosed
GOLD
proxy
card are being furnished by Keith B. Edquist in connection with the
solicitation of proxies from the Company’s shareholders for the
following:
1.
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To
elect Director nominees Keith B. Edquist,
Jeffrey L. Renner and Lloyd A. Byerhof (the
“Nominees”), to serve as Directors of the Company, in opposition to the
Company’s nominees, which include two incumbent Directors whose terms
expire at the Annual Meeting, and
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2.
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A
proposal to approve the modification of terms of the 1999 Employee Stock
Purchase Plan, as recommended by the Board of Directors,
and
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3.
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To
ratify the selection of KPMG, LLP as the Company’s independent auditors
for the year 2008.
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The
Nominees are deemed participants in this proxy solicitation.
The
Company has set the Record Date for determining shareholders entitled to notice
of and to vote at the Annual Meeting as April 24, 2008 (the “Record
Date”). The mailing address of the principal executive offices of the
Company is 8 West Peoria, Suite 200, Paola, Kansas
66071. Shareholders of record at the close of business on the Record
Date will be entitled to vote at the Annual Meeting. According to the
Company, as of the Record Date, there were 3,596,103 shares of common stock (the
“Shares”) outstanding and entitled to vote at the Annual Meeting. As
of the Record Date, the Nominees were the beneficial owners of an aggregate of
143,660 Shares (does not include 11,000 shares acquired by the Nominees after
the Record Date--See Schedule I), which represents approximately 4% of the
Shares outstanding. The Nominees intend to vote such Shares for the
election of the Nominees, for the approval of the modification of the terms of
the 1999 Employee Stock Purchase Plan, and for the ratification of the selection
of KPMG, LLP as described herein.
THIS
SOLICITATION IS BEING MADE BY THE NOMINEES AND NOT ON BEHALF OF THE BOARD OF
DIRECTORS OR MANAGEMENT OF THE COMPANY. THE NOMINEES ARE NOT AWARE OF
ANY OTHER MATTERS TO BE BROUGHT BEFORE THE ANNUAL MEETING. SHOULD
OTHER MATTERS OF WHICH THE NOMINEES ARE NOT AWARE A REASONABLE TIME BEFORE THIS
SOLICITATION, BE BROUGHT BEFORE THE ANNUAL MEETING, THE PERSONS NAMED AS PROXIES
IN THE ENCLOSED
GOLD
PROXY
CARD WILL VOTE ON SUCH MATTERS IN THEIR DISCRETION.
THE
NOMINEES URGE YOU TO SIGN, DATE AND RETURN THE
GOLD
PROXY
CARD IN FAVOR OF THE ELECTION OF THEIR NOMINEES DESCRIBED IN THIS PROXY
STATEMENT.
IF YOU
HAVE ALREADY SENT A PROXY CARD FURNISHED BY COMPANY MANAGEMENT OR THE BOARD, YOU
MAY REVOKE THAT PROXY AND VOTE FOR EACH OF THE PROPOSALS DESCRIBED IN THIS PROXY
STATEMENT BY SIGNING, DATING AND RETURNING THE ENCLOSED
GOLD
PROXY
CARD. THE LATEST DATED PROXY IS THE ONLY ONE THAT
COUNTS. ANY PROXY MAY BE REVOKED AT ANY TIME PRIOR TO THE ANNUAL
MEETING BY DELIVERING A WRITTEN NOTICE OF REVOCATION OR A LATER DATED PROXY FOR
THE ANNUAL MEETING OR BY VOTING IN PERSON AT THE ANNUAL
MEETING. ALTHOUGH A REVOCATION IS EFFECTIVE IF DELIVERED TO THE
COMPANY, THE NOMINEES REQUEST THAT EITHER THE ORIGINAL OR PHOTOSTATIC COPIES OF
ALL REVOCATIONS BE MAILED TO THE NOMINEES IN CARE OF ___________________ AT THE
ADDRESS SET FORTH ON THE BACK COVER OF THIS PROXY
STATEMENT.
IMPORTANT
Your
vote is important, no matter how many Shares you own. The Nominees
urge you to sign, date, and return the enclosed
GOLD
proxy card today to vote
FOR the election of the Nominees.
§
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If
your Shares are registered in your own name, please sign and date the
enclosed
GOLD
proxy card and return it to the Nominees, c/o ___________________, in the
enclosed envelope today.
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§
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If
your Shares are held in a brokerage account or bank, you are considered
the beneficial owner of the Shares, and these proxy materials, together
with a
GOLD
voting form, are being forwarded to you by your broker or
bank. As a beneficial owner, you must instruct your broker,
trustee or other representative how to vote. Your broker cannot
vote your Shares on your behalf without your
instructions.
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§
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Depending
upon your broker or custodian, you may be able to vote either by toll-free
telephone or by the Internet. You may also vote by signing,
dating and returning the enclosed voting
form.
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Since
only your latest dated proxy card will count, I urge you not to return any
proxy card you receive from the Company. Even if you return the
management proxy card marked “withhold” as a protest against the Company
nominees, it will revoke any proxy card you may have previously sent to the
Nominees. Remember, you can vote for my three independent Nominees
only on my
GOLD
proxy
card, So please make certain that the latest dated proxy card you return is the
GOLD
proxy card.
Please
call _____________ if you need assistance in voting your
GOLD
proxy card.
___________________
_______________________
_______________________
Banks
and Brokerage Firms, Please Call: (____) _____________
Shareholders
Call Toll Free: (____) _____________
E-mail:
____________________
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BACKGROUND
TO SOLICITATION
The
following is a chronology of events leading up to this proxy
solicitation:
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Keith
B. Edquist was a Director of First United Bank of Bellevue, Nebraska and
was the Chairman of the Board of Directors of Fort Calhoun State Bank,
Fort Calhoun, Nebraska, both of which were merged into the Company’s
subsidiary, TeamBank, N.A.
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§
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Keith
B. Edquist served as a Director of TeamBank, N.A. from June of 1999
through 2006.
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§
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Keith
B. Edquist was elected to the Board of Directors of the Company on June
18, 2002; he was re-elected to a second three-year term on June 21,
2005.
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§
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As
a member of the Board of Directors, Keith B. Edquist served on committees
of the Board as follows:
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Year
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Committee(s)
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2002
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Audit
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2003
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Audit
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2004
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Audit
and Compensation
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2005
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Audit,
Executive and Compensation
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2006
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Audit,
Compensation and Nominating
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2007
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Nominating*
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*
Note--all independent Directors are members of the Nominating
Committee.
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The
Net Income of the Company for each of the years 2002 through 2007
was:
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Year
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Net Income
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%
Growth
from Prior Year
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2002
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$
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4,706,000
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33
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%
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2003
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$
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3,792,000
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-19
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%
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2004
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$
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3,578,000
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-6
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%
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2005
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$
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3,970,000
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11
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%
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2006
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$
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3,985,000
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0
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%
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2007
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$
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4,137,000
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4
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%
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§
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The
compensation (including bonus) of Robert Weatherbie, Chairman and CEO of
the Company for the years 2002 through 2007
was:
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Year
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Total Compensation
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% Growth
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2002
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$
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374,980
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20.1
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%
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2003
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$
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322,551
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-14.0
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%
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2004
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$
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375,191
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16.30
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%
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2005
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$
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484,240
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29.10
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%
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2006
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$
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583,182
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20.40
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%
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2007
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$
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568,002
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-2.60
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%
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§
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Robert
Weatherbie was paid the following cash
bonuses:
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Year
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Bonus
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2002
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$
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101,354
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2003
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----------
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2004
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----------
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2005
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$
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75,000
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2006
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$
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131,250
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2007
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$
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143,063
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§
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At
the Compensation Committee meeting held on December 20, 2005, Keith B.
Edquist voted against the following actions approved by the
Committee:
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§
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Increasing
the base salary of Robert Weatherbie, Chairman and CEO, by
5% This increase was approved pending a comprehensive contract
and long-term compensation review which had been requested by Mr. Edquist;
to Mr. Edquist’s knowledge the review was never
completed.
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§
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Increasing
the base salary of the Company’s CFO by 5% subject to a review of the
CFO’s contract, as requested by Mr. Edquist.
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Granting
Mr. Weatherbie, the CEO, a new three-year contract without a review of the
form of the contract.
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Prior
to the December 20, 2005 meeting of the Compensation Committee Mr. Edquist
requested from the Chairman, and then from a Company employee, a copy of
articles on the duties of the Compensation Committee referred to by the
Chairman in the Committee’s October 2005 meeting. Copies of the
requested articles were provided to Mr. Edquist only upon completion of
the meeting and after all votes had been taken. The employee
filed a complaint with Mr. Weatherbie regarding Mr. Edquist’s demands for
the materials. At the meeting Mr. Edquist also questioned the
methodology employed by the Consultant retained to advise the Compensation
Committee. The Consultant admitted that in one particular--the
scope of employees surveyed--his survey was flawed. The
Consultant “voluntarily” wrote a letter to the Chairman suggesting that
Mr. Edquist be excluded from the Committee, due to what the Consultant
perceived to be arrogance, lack of civility, vacillation in decision
making, vulgar language and attitudes toward unrelated subject
matters. “TEAM FINANCIAL, INC. needs TEAM players, in order to
accomplish their mission” said the Consultant.
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§
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On
April 12, 2006 the Board of Directors of the Company voted on nominations
to the Board, notwithstanding the fact that the Committee Charter and the
Rules of NASDAQ require a Nominating Committee composed solely of outside
or independent Directors. The Committee members were equally
divided, with no nominee receiving a majority vote of Committee
members. Over objection by Mr. Edquist, and by counting the
votes of the Management Directors, Mr. Weatherbie’s nominees were
nominated.
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§
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At
the meeting of the Board of Directors held in July of 2006, Mr. Weatherbie
chose not to nominate Mr. Edquist to serve on any Board
Committee.
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§
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The
Compensation Committee increased Mr. Weatherbie’s salary for 2007, and
again for 2008.
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§
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In
November of 2007, at a Special Meeting of the shareholders of the Company
called by Management and the Board of Directors, the shareholders approved
an amendment to the Company’s Articles of Incorporation recommended by the
Board of Directors to eliminate cumulative voting in the election of
Directors of the Company. Cumulative voting is defined in
Fletcher Cyclopedia
Corporations
, Permanent Edition, § 2048 (2003) as
follows
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Cumulative
voting is a system by which a shareholder, instead of voting his or her
shares for each of the whole number of directors to be chosen, is allowed
to cast the whole number for one person, or to concentrate and then
distribute them as he or she may see fit.
It is intended to secure
representation of minority shareholders on the Board of
Directors.
(Emphasis
added.)
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The
Board of Directors stated in its Proxy Statement for the Special Meeting:
“Our Board of Directors does not believe that a small minority of
shareholders, potentially having special interests, should have this
ability to elect one or more directors who may be adverse to the interests
of the majority of the shareholders.”
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Keith
B. Edquist believes that the “small minority of shareholders” meant Keith
B. Edquist, and that the Board was more concerned with protecting the
interests of Management than the interests of the
shareholders.
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§
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Keith
B. Edquist was not nominated for re-election at the upcoming Annual
Meeting.
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§
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The
Compensation Committee extended to Mr. Weatherbie a new three-year
contract effective January 1, 2008, with a salary increase and an
extension and increase of his “golden parachute.”
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§
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On
May 6, 2008, the Company announced that the Comptroller of the Currency
had designated both TeamBank, N.A. and Colorado National Bank as “troubled
institutions.”
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§
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On
May 16, 2008, the Company announced a $6,400,000 loss for the first three
months of 2008.
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§
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The
Company’s Compensation Committee states in the Company’s Proxy Statement
for the Annual Meeting to be held on June 17, 2008 that the Committee’s
three primary components of compensation philosophy
are:
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§
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Attract,
retain and motivate high-performing executive talent.
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§
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Link
pay to performance.
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§
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Align
executive compensation to shareholder
value.
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Keith
B. Edquist suggests that the record does not support the Committee’s
statement.
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§
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On
May 20, 2008, Keith B. Edquist resigned as a Director of the Company, and
stated his intention to nominate himself and two others for election to
the Board in opposition to the nominees of Management and the
Board.
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PROPOSAL
NO. 1
ELECTION
OF DIRECTORS
The Board
is currently composed of nine Directors divided into three classes that serve
three-year terms. The terms of the Class III Directors expire at the
Annual Meeting. I am seeking your support at the Annual Meeting to
elect the Nominees in opposition to the Company’s Director
nominees. Your vote to elect the Nominees will have the legal effect
of replacing two incumbent Directors of the Company with the Nominees, and
re-electing Keith B. Edquist to the Board. If elected, the Nominees
will represent a minority of the members of the Board.
REASONS WHY I AM CHALLENGING THE
COMPANY'S NOMINEES
As the
beneficial owner of an aggregate of 101,260 Shares, representing approximately
2.8% of the issued and outstanding Shares, I am one of the larger shareholders
of the Company. Until my resignation I was the only independent Director who
owned a significant number of Shares.
In fact, if shares subject to options
are excluded I own 10 times more shares of the Company than all of the rest of
the non-Management Directors combined.
As such, I have a major
goal: to maximize the value of the Shares for all shareholders. I
believe the Board has failed to maximize shareholder value as a result of poor
management, lack of true independence, and deficient
accountability. Specifically, my concerns include, but are not
limited to, the following:
§
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Deterioration
of the financial condition of the Company and its Banks
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§
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Excessive
executive compensation in light of Company financial performance in all
categories
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§
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Weak
stock performance
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Improving
asset quality, profitability, growth, reduction of compensation expense,
pay-for-performance compensation policy, a more effective governance
board--these and others are objectives I have in mind to inject verve into and
to augment the value of the Company. I have made a commitment to own
the stock of the Company for the long haul, and my allegiance therefore is to
the long-term shareholders of the Company. My objective is to obtain
meaningful representation on the Board at the Annual Meeting and explore all
avenues to maximize shareholder value.
I
am not seeking control of the Board of Directors at the Annual
Meeting. However, I hope that this election contest will result in
Management and the Board’s nominees NOT being re-elected to the Board of
Directors and send a strong message to the remaining incumbent Directors and
Management that shareholders are not satisfied with the Company’s operating
performance and management.
THE
NOMINEES
The
following information sets forth the name, age, business address, present
principal occupation, and employment and material occupations, positions,
offices, or employments for the past five years of each of the
Nominees. This information has been furnished to me by the
Nominees. The Nominees are citizens of the United States of
America.
Keith B. Edquist
, age 63,
served as a Director of Team Financial, Inc. from June 2002 until his
resignation on May 20, 2008. Mr. Edquist resigned in order to solicit
proxies in opposition to the Management and Board of Directors
nominees. Mr. Edquist was a Director of First United Bank of Bellevue
and was the Chairman of the Board of the Fort Calhoun State Bank, both of which
merged into TeamBank, N.A. He served as a Director of TeamBank, N.A.
from June 1999 until 2006. Mr. Edquist currently serves as a member
of the Bellevue University Board of Directors in Bellevue,
Nebraska. He was a Director of Omaha Public Power from 1980 to 1999,
where he served as Vice President, Treasurer and Chairman of the
Board. He is the owner and operator of North Omaha Airport of Omaha,
Nebraska and attended the University of Nebraska, Omaha.
Jeffrey L. Renner
, age 59,
currently serves as a member of Community Board TeamBank Nebraska, a position he
has held since 1991; he served as a Director of First National Bank of Bellevue
from 1982 to 1989 and as a Director of Norwest Bank Bellevue from 1989 to
1991. Mr. Renner also serves as a Director of Farmers Savings Bank,
Halbur, Iowa, Westside Savings Bank, Westside, Iowa, and Halbur Bancshares,
Halbur, Iowa. Mr. Renner served as City Administrator of Bellevue,
Nebraska from 1976 to 1986, and as Assistant City Administrator from 1971 to
1976. Mr. Renner has also served on the Board and as President
(2002-2003) of the Midlands Community Foundation (1999- Present), the Heartland
Foundation (1992-1996), the Nebraska Judicial Resource Commission (1992-1995)
and the Nebraska State College Board (1995-2003) and as Chair of that Board
(2000-2003). Mr. Renner received a Bachelor of Science Degree in
Public Administration from the University of Nebraska-Omaha.
Lloyd A. Byerhof
, age 73,
served as a member of the Board of Directors from April 16, 2004, and as a
member of and Chairman of the Audit Committee until his resignation on April 22,
2006. Mr. Byerhof is founder, owner and President of Byerhof Capital
Management, Inc., Naples, Florida, that manages money for corporations,
foundations, not-for-profit organizations and high net-worth
individuals. He is a certified public accountant who retired as a
managing partner of KPMG in 1987. He has served on several community
Board of Directors throughout his career including the International Aerobatic
Club from 1997 to 2000. Mr. Byerhof received a Bachelor’s degree in
1961 from Northern Illinois University. Mr. Byerhof resides in
Florida and is a member of the Collier County Airport Authority, Collier County,
Florida.
The
Nominees will not receive any compensation from Keith B. Edquist or each other
for their services as Directors of the Company. Other than as stated
herein, there are no arrangements or understandings between the Nominees
pursuant to which the nomination described herein is to be made, other than the
consent by each of the Nominees to be named in this Proxy Statement and to serve
as a Director of the Company if elected as such at the Annual
Meeting. No participant in this solicitation is a party adverse to
the Company or any of its subsidiaries or has a material interest adverse to the
Company or any of its subsidiaries in any material pending legal
proceedings.
I do not
expect that the Nominees will be unable to stand for election, but, in the event
that such persons are unable to serve or for good cause will not serve, the
Shares represented by the enclosed
GOLD
proxy
card will be voted for substitute nominees, to the extent this is not prohibited
under the By-Laws of the Company and applicable law. In
addition, I reserve the right to nominate substitute persons if the Company
makes or announces any changes to its By Laws or takes or announces any other
action that has, or if consummated would have, the effect of disqualifying the
Nominees, to the extent this is not prohibited under the By-Laws and applicable
law. In any such case, Shares represented by the enclosed
GOLD
proxy
card will be voted for such substitute nominees. I reserve the right
to nominate additional persons, to the extent this is not prohibited under the
By-Laws of the Company and applicable law, if the Company increases the size of
the Board above its existing size or increases the number of Directors whose
terms expire at the Annual Meeting. Additional nominations made
pursuant to the preceding sentence are without prejudice to my position that any
attempt to increase the size of the current Board constitutes an unlawful
manipulation of the Company’s corporate machinery.
YOU ARE
URGED TO VOTE FOR THE ELECTION OF THE NOMINEES ON THE ENCLOSED
GOLD
PROXY
CARD.
PROPOSAL
NO. 2
COMPANY
PROPOSAL TO THE MODIFICATION OF THE TERMS OF
THE
1999 EMPLOYEE STOCK PURCHASE PLAN
As
discussed in further detail in the Company’s Proxy Statement, the Board is
soliciting shareholder approval of the extension of the 1999 Employee Stock
Purchase Plan for another five years.
I do
not object to the modification of the terms of the 1999 Employee Stock Purchase
Plan.
PROPOSAL
NO. 3
COMPANY
PROPOSAL TO RATIFY SELECTION OF
INDEPENDENT
AUDITORS
As
discussed in further detail in the Company’s proxy statement, prior to the
Annual Meeting, the Company’s Audit Committee selected KPMG, LLP as the
Company’s independent auditors for fiscal 2008. The Company is asking
shareholders to ratify the selection of KPMG, LLP as the independent auditors of
the Company for fiscal 2008,
I do not
object to the ratification of the selection of KPMG, LLP as the Company’s
independent auditors for fiscal 2008.
VOTING
AND PROXY PROCEDURES
Only
shareholders of record on the Record Date will be entitled to notice of and to
vote at the Annual Meeting. Each Share is entitled to one
vote. Shareholders who sell Shares before the Record Date (or acquire
them without voting rights after the Record Date) may not vote such
Shares. Shareholders of record on the Record Date will retain their
voting rights in connection with the Annual Meeting even if they sell such
Shares after the Record Date. Based on publicly available
information, I believe that the only outstanding class of securities of the
Company entitled to vote at the Annual Meeting is the Shares.
Shares
represented by properly executed
GOLD
proxy
cards will be voted at the Annual Meeting as marked and, in the absence of
specific instructions, will be voted FOR the election of the Nominees to the
current Board, FOR approval of the modification of the terms of the 1999
Employee Stock Purchase Plan, FOR the ratification of the selection of KPMG, LLP
and in the discretion of the persons named as proxies on all other matters as
may properly come before the Annual Meeting.
QUORUM
In order
to conduct any business at the Annual Meeting, a quorum must be present in
person or represented by valid proxies. A quorum consists of a
majority of the Shares issued and outstanding on the Record Date. All
Shares that are voted “FOR”, “AGAINST” or “ABSTAIN” (or “WITHHOLD AUTHORITY” in
the case of election of Directors) on any matter will count for purposes of
establishing a quorum and will be treated as Shares entitled to vote at the
Annual Meeting (the “Votes Present”).
VOTES
REQUIRED FOR APPROVAL
Election of Directors.
A plurality of the total votes cast by the
shareholders voting in person or by proxy at the Annual Meeting is required for
the election of Directors and the three nominees who receive the most votes will
be elected (assuming a quorum is present). A vote to “WITHHOLD
AUTHORITY” for any nominee for Director will be counted for purposes of
determining the Votes Present, but will have no other effect on the outcome of
the vote on the election of Directors. A shareholder may cast such
votes for the Nominees either by so marking the ballot at the Annual Meeting or
by specific voting instructions sent with a signed proxy to either the Nominees
in care of ___________________ at the address set forth on the back cover of
this Proxy Statement or to the Company at 8 West Peoria, Suite 200, Paola,
Kansas 66071 or any other address provided by the
Company.
Approval of the Modification of
Terms of the 1999 Employee Stock Purchase Plan
. The proposal
to approve the modification will be approved if it receives more votes cast in
favor of the proposal than are cast in opposition to the proposal.
Ratification of Selection of KPMG,
LLP.
The proposal to ratify the selection of KPMG, LLP as the
Company’s independent auditors will be approved if it receives more votes cast
in its favor than are cast in opposition to it.
ABSTENTIONS
Abstentions
will count as Votes Present for the purpose of determining whether a quorum is
present. Abstentions will not be counted as votes cast in the
election of Directors. Abstentions will not be counted as votes for
or against the proposal to approve modifications of the 1999 Employee Stock
Purchase Plan, or the Proposal to ratify the selection of KPMG,
LLP.
DISCRETIONARY
VOTING
Shares
held in “street name” and held of record by banks, brokers or nominees may not
be voted by such banks, brokers or nominees unless the beneficial owners of such
shares provide them with instructions on how to vote.
REVOCATION
OF PROXIES
Shareholders
of the Company may revoke their proxies at any time prior to exercise by
attending the Annual Meeting and voting in person (although attendance at the
Annual Meeting will not in and of itself constitute revocation of a proxy) or by
delivering a written notice of revocation. The delivery of a
subsequently dated proxy which is properly completed will constitute a
revocation of any earlier proxy. The revocation may be delivered either to the
Nominees in care of ___________________ at the address set forth on the back
cover of this Proxy Statement or to the Company at 8 West Peoria, Suite 200,
Paola, Kansas 66071 or any other address provided by the
Company. Although a revocation is effective if delivered to the
Company, I request that either the original or photostatic copies of all
revocations be mailed to the Nominees in care of ___________________ at the
address set forth on the back cover of this Proxy Statement so that I will be
aware of all revocations and can more accurately determine if and when proxies
have been received from the holders of record on the Record Date of a majority
of the outstanding Shares. Additionally, ___________________ may use
this information to contact shareholders who have revoked their proxies in order
to solicit later dated proxies for the election of the
Nominees.
IF YOU
WISH TO VOTE FOR THE ELECTION OF THE THREE NOMINEES TO THE BOARD, FOR APPROVAL
OF THE PROPOSED MODIFICATION OF THE TERMS OF THE 1991 EMPLOYEE STOCK PURCHASE
PLAN, OR FOR THE RATIFICATION OF THE SELECTION OF KPMG, LLP, PLEASE SIGN, DATE
AND RETURN PROMPTLY THE ENCLOSED
GOLD
PROXY
CARD IN THE POSTAGE-PAID ENVELOPE PROVIDED.
SOLICITATION
OF PROXIES
The
solicitation of proxies pursuant to this Proxy Statement is being made by the
Nominees. Proxies may be solicited by mail, facsimile, telephone,
telegraph, Internet, in person and by advertisements.
I have
entered into an agreement with ___________________ for solicitation and advisory
services in connection with this solicitation, for which ___________________
will receive a fee not to exceed $______ together with reimbursement for its
reasonable out-of-pocket expenses, and will be indemnified against certain
liabilities and expenses, including certain liabilities under the federal
securities laws. ________________ will solicit proxies from
individuals, brokers, banks, bank nominees and other institutional holders,
________________ has requested banks, brokerage houses and other custodians,
nominees and fiduciaries to forward all solicitation materials to the beneficial
owners of the Shares they hold of record, ________________ will reimburse these
record holders for their reasonable out-of-pocket expenses in so
doing. It is anticipated that ___________________ will employ
approximately _____ persons to solicit the Company’s shareholders for the Annual
Meeting.
The
expense of soliciting proxies is borne by Keith B. Edquist. Costs of
this solicitation of proxies are currently estimated to be approximately
$________. Keith B. Edquist estimates that through the date
hereof, his expenses in connection with this solicitation are approximately
$________. I intend to seek reimbursement from the Company of all
expenses I incur in connection with the solicitation of proxies for the election
of the Nominees to the Board at the Annual Meeting. I do not intend
to submit the question of such reimbursement to a vote of security holders of
the Company.
OTHER
PARTICIPANT INFORMATION
Each
Nominee is a participant in this solicitation. As of the date hereof,
each of the participants in this solicitation, as members of a “group” for the
purposes of Rule 13d-5(b)(1) of the 1934 Act, are deemed to beneficially own
154,660 Shares of the Company, representing approximately 4.3% of the
outstanding Shares, consisting of the following: (i) 101,260 Shares held
directly by Keith B. Edquist, which includes options to purchase 1,250 Shares,
(ii) 46,400 Shares held directly by Jeffrey L. Renner, of which 5,000 Shares
were purchased after the Record Date and 10,000 Shares held in a trust for the
benefit of his father-in-law, as to which Shares Mr. Renner shares the voting
power with his wife, and (iii) 7,000 Shares held directly by
Lloyd A. Byerhof, of which 6,000 were acquired after the Record
Date. By virtue of the relationships among the participants discussed
above and the formation by them of a group, all the participants, individually,
are deemed to beneficially own the 154,660 Shares owned in the aggregate by the
Nominees. Each of the participants disclaims beneficial ownership of
such Shares except to the extent of his/its pecuniary interest
therein. For information regarding purchases and sales of securities
of the Company during the past two years by the Nominees, see
Schedule I.
On May
23, 2008, Keith B. Edquist and the two additional Nominees entered into the
Joint Filing and Solicitation Agreement in which, among other things, (a) the
parties thereto agreed to the joint filing on behalf of each of them of a
statement on Schedule 13D with respect to the securities of the Company, when
and if required (b) the parties agreed to solicit proxies or written consents
for the election of the Nominees, or any other person(s) nominated by Keith B.
Edquist, to the Board at the Annual Meeting and (c) the Nominees agreed that
Keith B. Edquist would pay the Shareholder Expenses incurred in connection
with the parties’ activities.
Except as
set forth in this Proxy Statement (including the Schedules hereto), (i) during
the past 10 years, no participant in this solicitation has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors); (ii)
no participant in this solicitation directly or indirectly beneficially owns any
securities of the Company; no participant in this solicitation owns any
securities of the Company which are owned of record but not beneficially; (iii)
no participant in this solicitation has purchased or sold any securities of the
Company during the past two years; (v) no part of the purchase price or market
value of the securities of the Company owned by any participant in this
solicitation is represented by funds borrowed or otherwise obtained for the
purpose of acquiring or holding such securities; (vi) no participant in this
solicitation is, or within the past year was, a party to any contract,
arrangements or understandings with any person with respect to any securities of
the Company, including, but not limited to, joint ventures, loan or option
arrangements, puts or calls, guarantees against loss or guarantees of profit,
division of losses or profits, or the giving or withholding of proxies; (vii) no
associate of any participant in this solicitation owns beneficially, directly or
indirectly, any securities of the Company; (viii) no participant in this
solicitation owns beneficially, directly or indirectly, any securities of any
parent or subsidiary of the Company; (ix) no participant in this solicitation or
any of his/its associates was a party to any transaction, or series of similar
transactions, since the beginning of the Company’s last fiscal year, or is a
party to any currently proposed transaction, or series of similar transactions,
to which the Company or any of its subsidiaries was or is to be a party, in
which the amount involved exceeds $120,000; (x) no participant in this
solicitation or any of his/its associates has any arrangement or understanding
with any person with respect to any future employment by the Company or its
affiliates, or with respect to any future transactions to which the Company or
any of its affiliates will or may be a party; and (xi) no person, including the
participants in this solicitation, who is a party to an arrangement or
understanding pursuant to which the Nominees are proposed to be elected has a
substantial interest, direct or indirect, by security holdings or otherwise in
any matter to be acted on at the Annual Meeting.
OTHER
MATTERS AND ADDITIONAL INFORMATION
Other
Matters
I am
unaware of any other matters to be considered at the Annual
Meeting. However, should other matters, which I am not aware of a
reasonable time before this solicitation, be brought before the Annual Meeting,
the persons named as proxies on the enclosed
GOLD
proxy
card will vote on such matters in my discretion.
Shareholder
Proposals
In order
for a shareholder to properly bring business at the 2009 annual meeting of
shareholders, the shareholder must give written notice to the
Company. To be timely, a shareholder’s notice must be received by the
Company on or before January 15, 2009.
The
information set forth above regarding the procedures for submitting shareholder
proposals for consideration at the Company’s 2009 annual meeting of shareholders
is based on information contained in the Company’s proxy
statement. The incorporation of this information in this Proxy
Statement should not be construed as an admission by me that such procedures are
legal, valid or binding.
Incorporation
by Reference
I
have omitted from this Proxy Statement certain disclosure required by applicable
law that is already included in the Company’s proxy statement relating to the
Annual Meeting. This disclosure includes, among other things, current
biographical information on the Company’s current Directors, information
concerning executive compensation, and other important
information. Although I do not have any knowledge indicating that any
statement made by me herein is untrue, I do not take any responsibility for the
accuracy or completeness of statements taken from public documents and records
that were not prepared by or on my behalf, or for any failure by the Company to
disclose events that may affect the significance or accuracy of such
information. See Schedule II for information regarding persons who
beneficially own more than 5% of the Shares and the ownership of the Shares by
the Directors and management of the Company.
The
information concerning the Company contained in this Proxy Statement and the
Schedules attached hereto has been taken from, or is based upon, publicly
available information.
|
|
|
Keith
B. Edquist
|
|
_______________,
2008
|
SCHEDULE
I
Transactions
in Securities of
Team
Financial, Inc.
During
the Past Two Years
Shares
Purchased
|
|
Shares
Sold
|
|
Price
Per Share
|
|
Date
of Transaction
|
Keith
B. Edquist
|
- 0
-
|
|
- 0
-
|
|
---
|
|
---
|
Lloyd
A. Byerhof
|
- 0
-
|
|
8,000
|
|
$15.00
|
|
7/20/06
|
777
|
|
|
|
$13.00
|
|
3/5/08
|
200
|
|
|
|
$13.00
|
|
3/6/08
|
23
|
|
|
|
$12.80
|
|
3/7/08
|
50
|
|
|
|
$10.00
|
|
5/6/08
|
3,950
|
|
|
|
$10.00
|
|
5/7/08
|
1,000
|
|
|
|
$9.00
|
|
5/8/08
|
1,000
|
|
|
|
$7.75
|
|
5/9/08
|
Jeffrey
L. Renner
|
100
|
|
|
|
$10.25
|
|
5/6/08
|
|
1,000
|
|
|
|
$7.75
|
|
5/8/08
|
|
400
|
|
|
|
$7.50
|
|
5/12/08
|
|
1,000
|
|
|
|
$7.00
|
|
5/13/08
|
|
900
|
|
|
|
$7.75
|
|
5/14/08
|
|
600
|
|
|
|
$8.00
|
|
5/16/08
|
|
SCHEDULE
II
STOCK
OWNERSHIP
The
following table is from the Company’s Proxy Statement and shows the number of
shares of common stock beneficially owned as of April 28, 2008 by
▪
|
each
person whom the Company knows beneficially owns more than 5% of common
stock;
|
|
|
▪
|
each
Director, and the Company nominee proposed to be elected to the Board of
Directors at the annual meeting;
|
|
|
▪
|
each
of the executive officers; and
|
|
|
▪
|
Directors
and executive officers as a group.
|
|
|
Common
Shares
Beneficially
Owned
|
|
Names
and Addresses of Beneficial Owner(1)
|
|
Number
|
|
|
Percent
|
|
Robert
J. Weatherbie (2)
8
West Peoria, Suite 200
Paola,
Kansas 66071-0402
|
|
|
339,616
|
|
|
|
9.1
|
%
|
Carolyn
S. Jacobs (3)
8
West Peoria, Suite 200
Paola,
Kansas 66071-0402
|
|
|
116,333
|
|
|
|
3.2
|
%
|
Sandra
J. Moll (4)
8
West Peoria, Suite 200
Paola,
Kansas 66071-0402
|
|
|
49,420
|
|
|
|
1.4
|
%
|
Bruce
R. Vance (5)
8
West Peoria, Suite 200
Paola,
Kansas 66071-0402
|
|
|
6,327
|
|
|
|
*
|
|
Kaila
D. Beeman (6)
8
West Peoria, Suite 200
Paola,
Kansas 66071-0402
|
|
|
0
|
|
|
|
*
|
|
Denis
A. Kurtenbach (7)
108
E. Kaskaskia
Paola,
Kansas 66071
|
|
|
6,925
|
|
|
|
*
|
|
Keith
B. Edquist (8)
12005
N. 72nd Street
Omaha,
Nebraska 68122
|
|
|
101,260
|
|
|
|
2.8
|
%
|
Kenneth
L. Smith (9)
5
East Terrace
Paola,
Kansas 66071
|
|
|
4,300
|
|
|
|
*
|
|
Harold
G. Sevy, JR. (10)
18294
W. 3351 Street
Paola,
Kansas 66071
|
|
|
4,250
|
|
|
|
*
|
|
Gregory
D. Sigman (11)
6401
Sagamore
Mission
Hills, Kansas 66208
|
|
|
2,250
|
|
|
|
*
|
|
Connie
D. Hart
P.O.
Box 250
Paola,
Kansas 66071
|
|
|
2,500
|
|
|
|
*
|
|
Robert
M. Blachly
307
North Oak
Paola,
Kansas 66071
|
|
|
65
|
|
|
|
*
|
|
All
executive officers, directors and director nominees as a
group (twelve persons)
|
|
|
670,246
|
|
|
|
16.7
|
%
|
Employee
Stock Ownership Plan (12)
8
West Peoria, Suite 200
P.O.
Box 402
Paola,
Kansas 66071-0402
|
|
|
876,415
|
|
|
|
24.4
|
%
|
Collective
Reporting Group (13)
|
|
|
427,025
|
|
|
|
11.9
|
%
|
Bicknell
Family Holding Co, LLC
|
|
|
|
|
|
|
|
|
Bicknell
Family Management Company, LLC
|
|
|
|
|
|
|
|
|
Bicknell
Family Management Company
|
|
|
|
|
|
|
|
|
Trust
Mariner Wealth Advisors, LLC
|
|
|
|
|
|
|
|
|
Martin
C. Bicknell
|
|
|
|
|
|
|
|
|
Cherona
Bicknell
|
|
|
|
|
|
|
|
|
Bruce
Kusmin
7400
College Boulevard, Suite 205
Overland
Park, Kansas 66210
|
|
|
|
|
|
|
|
|
Michael
L. Gibson
205
Overhill Drive
Paola,
Kansas 66071
|
|
|
237,364
|
|
|
|
6.6
|
%
|
(1)
|
Unless
otherwise indicated, the shares are held directly in the names of the
named beneficial owners and each person has sole voting and sole
investment power with respect to the shares. The participants in the
Company’s Employee Stock Ownership Plan (the “Team Financial, Inc.
Employees’ Stock Ownership Plan” or “ESOP”) direct the ESOP trustee with
respect to all matters submitted to a vote of the
shareholders. The ESOP trustee will vote the shares held under
the ESOP only in the manner directed by the ESOP participants, as provided
in the ESOP.
|
|
|
(2)
|
Includes
58,999 shares of common stock owned by Mr. Weatherbie’s wife and 340
shares owned by his minor children, over which shares he may be deemed to
have shared voting and investment power. Includes 24,663 shares owned in a
self-directed trust. Includes approximately 111,614 shares of
common stock that have been allocated to Mr. Weatherbie’s account in the
Company’s ESOP. Includes 144,000 shares which have vested
pursuant to options issued under the Company’s 1999 stock incentive
plan.
|
|
|
(3)
|
Includes
10,000 shares of common stock owned by Ms. Jacobs’ husband’s revocable
trust, over which she may be deemed to have shared voting and investment
power. Includes 15,000 shares of common stock owned in an Individual
Retirement Account. Includes approximately 73,333 shares of
common stock that have been allocated to Ms. Jacobs’s account in the
Company’s ESOP. Includes 18,000 shares which have vested
pursuant to options issued under the Company’s 1999 stock incentive
plan.
|
|
|
(4)
|
Includes
4,440 shares held in two revocable trusts, of which Ms. Moll and her
husband are trustees of one trust apiece. Includes
approximately 10,980 shares of common stock that have been allocated to
Ms. Moll’s account in the Company’s ESOP and her husband’s account in the
Company’s ESOP. Includes 30,000 shares which have vested
pursuant to options issued under the Company’s 1999 stock incentive plan
and 4,000 shares which have vested to her husband under the same
plan.
|
|
|
(5)
|
Mr.
Vance was named Chief Financial Officer on an interim basis, effective
April 28, 2008 following Richard J. Tremblay’s resignation as a Director
of the Company and Chief Financial Officer.
|
|
|
(6)
|
Ms.
Beeman was named Principal Accounting Officer on an interim basis,
effective April 28, 2008 following Richard J. Tremblay’s resignation as a
Director of the Company and Chief Financial Officer.
|
|
|
(7)
|
Includes
925 shares of common stock held by Mr. Kurtenbach in an Individual
Retirement Account and 3,500 shares owned by his wife, over which he may
be deemed to have voting and investment power and 2,500 shares which have
vested to Mr. Kurtenbach pursuant to options issued under the Company’s
1999 stock incentive plan.
|
|
|
(8)
|
Includes
1,250 shares which have vested to Mr. Edquist pursuant to options issued
under the Company’s 1999 stock incentive plan.
|
|
|
(9)
|
Includes
1,800 shares of common stock are owned jointly by Mr. Smith and his wife,
and 2,500 shares which have vested to Mr. Smith pursuant to options issued
under the Company’s 1999 stock incentive plan.
|
|
|
(10)
|
Includes
1,250 shares which have vested to Mr. Sevy pursuant to options issued
under the Company’s 1999 stock incentive plan.
|
|
|
(11)
|
Includes
1,260 shares which have vested to Mr. Sigman pursuant to options issued
under the Company’s 1999 stock incentive plan.
|
|
|
(12)
|
The
Company’s ESOP holds 876,415 shares of record which includes 25,000
unallocated shares as of the record date. Team Financial, Inc.
is the ESOP trustee. Each ESOP participant directs the ESOP
trustee as to the voting of shares allocated to such participant’s
accounts on all matters submitted to a vote of the shareholders. An ESOP
participant’s failure to provide voting directions to the ESOP trustee
will be deemed to be a direction to vote in the manner specified in the
instructions provided to the ESOP participant. Unallocated
shares will be voted by the ESOP trustee in the same proportion on each
issue as the allocated shares.
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(13)
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The
following information for the following group of shareholders was obtained
from a Schedule 13D filed with the Securities and Exchange Commission on
or about November 15, 2007. Bicknell Family Holding Company is
the direct beneficial owner of 397,474.84 shares of common stock of which
voting power and dispositive power is shared with Mariner Wealth Advisors,
LLC and Martin C. Bicknell. Cherona Bicknell is the beneficial
owner of 5,031.86 shares of common stock and shares voting power and
dispositive power with Martin C. Bicknell. Bruce Kusmin is the
sole beneficial owner of 2,000 share of common stock. Mr.
Kusmin is President of Mariner Wealth Advisors, LLC, and as such may be
deemed to be a beneficial owner of shares of which Mariner Wealth
Advisors, LLC is a beneficial owner; however Mr. Kusmin disclaims
beneficial ownership of such shares.
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*
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Less
than one
percent.
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PRELIMINARY
COPY SUBJECT TO COMPLETION
DATED
MAY 23, 2008
TEAM
FINANCIAL, INC.
PROXY FOR ANNUAL MEETING OF
SHAREHOLDERS
TO
BE HELD JUNE 17, 2008
THIS
PROXY IS SOLICITED BY KEITH B. EDQUIST
I, the
undersigned shareholder in Team Financial, Inc. (the “Corporation”), do hereby
appoint Keith Edquist my true and lawful proxy and attorney, with power of
substitution for me and in my name, place and stead to vote all share(s) of the
stock of said Corporation held of record or beneficially by the undersigned at
the Annual Meeting of its shareholders to be held at the Paola High School
Auditorium, 401 North Angela, Paola, Kansas on June 17, 2008, at 9:00 o’clock
a.m., or at adjournments thereof. Said attorney and proxy is directed
to vote or to refrain from voting as follows:
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1.
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Election
of three Class III Directors.
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MR.
EDQUIST RECOMMENDS A VOTE
FOR
THE ELECTION OF THE
NOMINEES LISTED BELOW.
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For
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Withhold
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Keith
B. Edquist
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Lloyd
A. Byerhof
|
o
|
o
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Jeffrey
L. Renner
|
o
|
o
|
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2.
|
Proposal
regarding the extension of the term of the 1999 Employee Stock Purchase
Plan. Mr. Edquist recommends a vote
FOR
Proposal Number 2.
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FOR
o
|
AGAINST
o
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ABSTAIN
o
|
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3.
|
The
ratification of the appointment of KPMG LLP as our independent auditors
for 2008. Mr. Edquist recommends a vote
FOR
the
ratification of the appointment of KPMG LLP as our independent auditors
for 2008.
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FOR
o
|
AGAINST
o
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ABSTAIN
o
|
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4.
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Transaction
of such other business as may properly come before the
meeting.
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IF
NO DIRECTION IS INDICATED WITH RESPECT TO THE PROPOSALS,
THIS
PROXY WILL BE VOTED FOR PROPOSALS 1, 2 AND 3.
In his
discretion, Mr. Edquist is authorized to vote as Proxy upon such other business
as may properly come before the meeting.
Dated: ____________,
2008
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(Each
joint owner is required to sign. When signing as attorney,
Executor, etc., please give title.)
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