DEF 14A: CSB Bancorp Sets Date for 2024 Annual Shareholders Meeting, Outlines Key Proposals
Proxy Statement
CSB Bancorp will hold its annual shareholders meeting on April 24, 2024, to elect directors and ratify the appointment of its independent auditor.
Summary
- CSB Bancorp will hold its 2024 Annual Meeting of Shareholders on April 24, 2024, at the Carlisle Inn in Walnut Creek, Ohio.
- Shareholders will vote to elect two directors for three-year terms expiring in 2027: Julian L. Coblentz and Eddie L. Steiner.
- The meeting will also include a vote to ratify the appointment of S.R. Snodgrass, P.C. as the independent registered public accounting firm for the fiscal year ending December 31, 2024.
- The Board of Directors recommends voting in favor of both the election of directors and the ratification of the accounting firm.
- Record holders as of March 5, 2024, are entitled to notice of, and to vote at, the Annual Meeting.
- In 2023, CSB Bancorp achieved record assets of $1.2 billion, record deposits of $1.0 billion, and net loans of $695 million.
- The company also reported record net income of $14.8 million, a return on average assets of 1.27%, and a return on average equity of 14.69%.
- CSB Bancorp distributed a record $4.0 million in cash dividends to shareholders in 2023.
- The proxy statement and the 2023 Annual Report are available at www.csb1.com.
Sentiment
Score: 8
Explanation: The document presents a positive outlook with record financial achievements and a clear focus on shareholder value. The board's recommendations and the absence of significant risks contribute to a favorable sentiment.
Positives
- CSB Bancorp achieved record assets, deposits, and net income in 2023.
- The company distributed a record amount of cash dividends to shareholders.
- The Board of Directors is recommending the election of experienced directors.
- The Audit Committee and Board recommend ratifying the selection of S.R. Snodgrass, P.C. as the independent auditor.
- CSB continues to make significant contributions in the communities it serves, with officers serving on boards of area non-profit organizations.
Future Outlook
The company aims to continue providing high-quality financial services, meeting customer needs, and generating profit while increasing shareholder value.
Management Comments
- Robert K. Baker, Chairman of the Board, and Eddie L. Steiner, President & Chief Executive Officer, thanked shareholders for their support of CSB.
- The company will review highlights from the past year, The Commercial and Savings Banks 145th year of existence doing business chartered by the State of Ohio, at the conclusion of the Annual Meeting.
Industry Context
CSB Bancorp operates as an independent community bank, focusing on providing financial services to customers and communities in its market area. The company's performance is compared to similarly sized bank holding companies in Ohio.
Comparison to Industry Standards
- The Compensation Committee reviews compensation survey data from independent sources to ensure the total compensation program is competitive.
- The company compares itself to publicly traded institutions ranging in size from approximately $819 million in assets to $1.9 billion in assets, core ROAA of 0.63% to 1.27%, core ROAE of 6.08% to 20.27%, and were located and doing business primarily in Ohio.
- Peer institutions include LCNB Corporation, Middlefield Banc Corp., SB Financial Group, Ohio Valley Bancorp, Consumers Bancorp Inc., United Bancshares Inc., and United Bancorp, Inc.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Director | Jeffery A. Robb, Sr. | Stephen E. Schillig | January 10, 2024 | Retirement of Mr. Robb and appointment of Mr. Schillig |
Related Party Transactions
- CSB has engaged, and intends to continue to engage, in lending money from the Bank to various directors and officers of CSB and the Bank and their related interests.
- These loans are made in accordance with applicable law and regulation and in the ordinary course of business on substantially the same terms, including interest rates and collateral, as prevailing at the time for comparable transactions with persons not related to the Bank and do not involve more than a normal risk of collectability or present other unfavorable features.
Stakeholder Impact
- Shareholders will have the opportunity to vote on key decisions regarding the company's leadership and financial oversight.
- The company's continued success benefits employees through compensation and benefits programs.
- Customers benefit from the company's commitment to providing high-quality financial services.
- The company's community involvement supports local initiatives and causes.
Next Steps
- Shareholders are encouraged to vote their shares promptly by telephone, online, or by mail.
- The company will hold its Annual Meeting on April 24, 2024, to conduct the outlined business.
Key Dates
| Date | Description |
|---|---|
| March 5, 2024 | Record date for shareholders entitled to vote at the Annual Meeting |
| March 15, 2024 | Date of the proxy statement |
| March 20, 2024 | Date proxy statement and proxy card were first mailed to shareholders |
| April 22, 2024 | Deadline for shareholders to notify CSB of intent to exercise cumulative voting |
| April 24, 2024 | Date of the Annual Meeting of Shareholders |
| November 15, 2024 | Deadline for shareholder proposals for the 2025 Annual Meeting to be included in proxy materials |
| February 3, 2025 | Deadline for shareholder proposals for the 2025 Annual Meeting to be presented without inclusion in proxy materials |
| February 27, 2025 | Deadline for providing notice to CSB for a shareholders intent to solicit proxies in support of director nominees other than CSBs nominees |
Keywords
CSB Bancorp, Annual Meeting, Shareholders, Directors, Proxy Statement, S.R. Snodgrass, Auditor, Financial Performance, Dividends, Corporate Governance
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