o
|
Preliminary
Proxy Statement
|
o
|
Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
|
þ
|
Definitive
Proxy Statement
|
o
|
Definitive
Additional Materials
|
o
|
Soliciting
Material Pursuant to Rule 14a-11(c) or Rule
14a-12
|
þ
|
No
fee required
|
o
|
Fee
Computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11
|
(1)
|
Title
of each class of securities to which transaction
applies:
|
(2)
|
Aggregate
number of securities to which transaction
applies:
|
(3)
|
Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was
determined):
|
(4)
|
Proposed
maximum aggregate value of
transaction:
|
(5)
|
Total
fee paid:
|
o
|
Fee
paid previously with preliminary
materials.
|
o
|
Check
box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its
filing.
|
(1)
|
Amount
Previously Paid:
|
(2)
|
Form,
Schedule or Registration Statement
No.:
|
(3)
|
Filing
Party:
|
(4)
|
Date
Filed:
|
(1)
|
To
elect three (3) directors for three-year terms, and until their successors
are elected and qualified; and
|
(2)
|
To
transact such other business as may properly come before the Annual
Meeting or any adjournment thereof. Management is not aware of any other
business.
|
BY
ORDER OF THE BOARD OF DIRECTORS
|
|
William
J. Small
|
|
Chairman,
President and Chief Executive Officer
|
|
YOU
ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING. IT IS IMPORTANT THAT
YOUR SHARES BE REPRESENTED REGARDLESS OF THE NUMBER YOU OWN. EVEN IF YOU
PLAN TO BE PRESENT, WE URGE YOU TO COMPLETE, SIGN, DATE AND RETURN THE
ENCLOSED PROXY PROMPTLY IN THE ENVELOPE PROVIDED OR FOLLOW THE
INSTRUCTIONS ON THE PROXY CARD FOR VOTING BY TELEPHONE OR OVER THE
INTERNET. IF YOU ATTEND THE ANNUAL MEETING, YOU MAY VOTE EITHER IN PERSON
OR BY PROXY. ANY PROXY GIVEN MAY BE REVOKED BY YOU IN WRITING OR IN PERSON
AT ANY TIME BEFORE IT IS EXERCISED.
|
The
current composition of the Board is:
|
||
Directors
whose terms expire at this Annual Meeting
|
Dr.
John U. Fauster III
|
|
James
L. Rohrs
|
||
Thomas
A. Voigt
|
||
Directors
whose terms expire at 2009 Annual Meeting
|
Douglas
A. Burgei
|
|
Dwain
I. Metzger
|
||
Gerald
W. Monnin
|
||
Samuel
S. Strausbaugh
|
||
Directors
whose terms expire at 2010 Annual Meeting
|
John
L. Bookmyer
|
|
Stephen
L. Boomer
|
||
Peter
A. Diehl
|
||
William
J. Small
|
Your
Board Recommends That Shareholders
Vote
FOR All Three Nominees Listed Below.
|
Jean
A. Hubbard
|
Age:
Director
Since:
Committees:
Principal
Occupation:
|
50
N/A
N/A
Corporate
Treasurer and Business Manager
of
The Hubbard Company, Defiance, OH
since
2003; Senior Vice President and
Human
Resource Director, Rurban
Financial
Corp., 1990 to 2003
|
James
L. Rohrs
|
Age:
Director
Since:
Committees:
Principal
Occupation:
|
60
2002
Member
of Executive Committee
Executive
Vice President of First Defiance
and
President and Chief Operating
Officer
of First Federal since August 1999
|
Thomas
A. Voigt
|
Age:
Director
Since:
Committees:
Principal
Occupation:
|
65
1995
Chairman
of Long-Range Planning
Committee
and Member of Compensation
and
Corporate Governance Committees.
Member
of Executive Committee on a
rotating
basis.
Vice
President and General Manager of
Bryan
Publishing Company, Bryan, OH
since
1980
|
Douglas
A. Burgei
|
Age:
Director
Since:
Committees:
Principal
Occupation:
|
53
1995
Chairman
of Corporate Governance
Committee
and Member of Long-Range
Planning
Committee. Member of
Executive
Committee on a rotating basis.
Veterinarian
at Napoleon Veterinary
Clinic,
Napoleon OH since 1978;
Co-Owner
of PetVet / Pampered Pets
Bed
& Biscuit, Napoleon OH (since
2003)
and Ft. Wayne IN (since 2006).
|
Dwain
I. Metzger
|
Age:
Director
Since:
Committees:
Principal
Occupation:
|
66
2005
Member
of Long-Range Planning and
Corporate
Governance Committees.
Member
of Executive Loan Committee
on
a rotating basis.
Self-Employed
Farmer since 1960
|
Gerald
W. Monnin
|
Age:
Director
Since:
Committees:
Principal
Occupation:
|
69
1997
Member
of Compensation, Corporate
Governance
and Long-Range Planning
Committees.
Member of Executive
Committee
on a rotating basis.
Retired
Chairman of the Board and CEO of
Northwest
Controls, formerly of Defiance
OH
since 2004
|
Samuel
S. Strausbaugh
|
Age:
Director
Since:
Committees:
Principal
Occupation:
|
44
2006
Member
of Audit Committee. Member of
Executive
Committee on a rotating basis.
Co-President
and CFO of Defiance Metal
Products,
Defiance OH since September
2006.
CFO of Defiance Metal Products
from
November 1998 to September 2006.
|
John
L. Bookmyer
|
Age:
Director
Since:
Committees:
Principal
Occupation:
|
43
2005
Chairman
of the Audit Committee, Member
of
Compensation Committee
President
of Blanchard Valley Regional
Health
Center and Executive Vice
President
and Chief Operating Officer and
Chief
Financial Officer of Blanchard Valley
Health
System, Findlay OH since 2001
|
Stephen
L. Boomer
|
Age:
Director
Since:
Committees:
Principal
Occupation:
|
57
1994
Member
of Executive, Audit,
Compensation
and Corporate Governance
Committees.
Mr. Boomer also serves as
Lead
Independent Director
CEO
and President, Arps Dairy, Inc.,
Defiance,
OH since 1997
|
Peter
A. Diehl
|
Age:
Director
Since:
Committees:
Principal
Occupation:
|
57
1998
Chairman
of Compensation Committee
and
Member of Audit and Long-Range
Planning
Committee. Member of
Executive
Committee on a rotating basis
Retired.
Formerly President and CEO of
Diehl,
Inc., Defiance OH from April
1996
to May 2006.
|
William
J. Small
|
Age:
Director
Since:
Committees:
Principal
Occupation:
|
57
1998
Chairman
of Executive Committee
President,
Chairman of the Board and
Chief
Executive Officer of First
Defiance
and Chairman of the Board
and
Chief Executive Officer of First
Federal
since January 1, 1999.
|
Audit
|
Corporate
Governance
|
Compensation
|
Long-Range
Planning
|
Executive
|
J.L.
Bookmyer*
|
S.L.
Boomer
|
J.L.
Bookmyer
|
D.A.
Burgei
|
S.L.
Boomer
|
S.L.
Boomer
|
D.A.
Burgei*
|
S.L.
Boomer
|
P.A.
Diehl
|
D.A.
Burgei**
|
P.A.
Diehl
|
J.U.
Fauster III (1)
|
P.A.
Diehl*
|
J.U.
Fauster III (1)
|
P.A.
Diehl**
|
S.S.
Strausbaugh
|
D.I.
Metzger
|
G.W.
Monnin
|
D.I.
Metzger
|
J.U.
Fauster III (1)**
|
G.W.
Monnin
|
T.A.
Voigt
|
G.W.
Monnin
|
D.I.
Metzger**
|
|
T.A.
Voigt
|
T.A.
Voigt*
|
G.W.
Monnin**
|
||
J.L.
Rohrs
|
||||
W.J.
Small*
|
||||
S.S.
Strausbaugh**
|
||||
T.A.
Voigt**
|
||||
|
||||
*
-- Chairperson
|
||||
**
-- Denotes Rotating Service
(1)
– Dr. Fauster will retire from the board effective with the 2008 annual
meeting
|
Director
|
Fees
Earned
or
Paid in
Cash
($)
|
Option
Awards
($)(1)
|
Total
($)
|
Bookmyer,
John L.
|
$ 35,650
|
$ 1,498
|
$ 37,148
|
Boomer,
Stephen L.
|
$ 52,400
|
−
|
$ 52,400
|
Burgei,
Douglas A.
|
$ 35,000
|
−
|
$ 35,000
|
Diehl,
Peter A.
|
$ 42,000
|
−
|
$ 42,000
|
Fauster,
John U. III
|
$ 33,100
|
−
|
$ 33,100
|
Metzger,
Dwain I.
|
$ 34,100
|
$ 1,498
|
$ 35,598
|
Monnin,
Gerald W.
|
$ 34,400
|
−
|
$ 34,400
|
Strausbaugh,
Samuel S.
|
$ 38,400
|
$ 1,498
|
$ 39,898
|
Voigt,
Thomas A.
|
$ 37,700
|
−
|
$ 37,700
|
(1)
|
The
amounts in the option awards column reflect the dollar amount recognized
for financial statement reporting purposes for the fiscal year ended
December 31, 2007 in accordance with FAS 123(R). Assumptions used in the
calculation of this amount are included in footnote 20 to the Company’s
audited financial statements for the fiscal year ended December 31, 2007
included in the Company’s Annual Report on Form 10-K filed with the
Securities and Exchange Commission on March 14, 2008. These options, which
have an exercise price of $27.41, vest 20% per year over the first five
years of their 10-year term.
|
Name
|
Information
about Executive Officers
|
William
J. Small
|
Chairman,
President and Chief Executive Officer of First Defiance
and
Chairman and Chief Executive Officer of First Federal
|
James
L. Rohrs
|
Executive
Vice President of First Defiance and President and
Chief
Operating Officer of First Federal
|
John
C. Wahl
|
Executive
Vice President and Chief Financial Officer of First
Defiance
and First Federal. Mr. Wahl also serves as a director
of
First Federal and First Insurance & Investments.
Mr.
Wahl is 47
|
Gregory
R. Allen
|
President
of First Federal’s Southern Market Area since
January
2006. Prior to his promotion to President of the Southern
Market
Area, Mr. Allen served as Executive Vice President and
Chief
Lending Officer of First Federal since 1998.
Mr.
Allen is 44
|
Jeffrey
D. Vereecke
|
President
of First Federal’s Northern Market Area since
January
2008. Prior to his promotion to President of the Northern
Market
Area, Mr. Vereecke served as Executive Vice President,
Retail
Banking. He has served First Federal in a number of
roles
since joining the Company in 1984. Mr. Vereecke is 46
|
Dennis
E. Rose, Jr.
|
Executive
Vice President of Operations for First Federal
since
2001. Mr. Rose joined First Federal in 1996 and served
as
Corporate Controller prior to his role in operations.
Mr.
Rose is 39
|
Rachel
L. Ulrich
|
Executive
Vice President of Human Resources of First Defiance
and
First Federal since 2005. Ms. Ulrich joined First Federal as
Director
of Human Resources in 1996. Ms. Ulrich, who is 42,
resigned
her position effective March 21, 2008.
|
· First
Place Financial Corp, Warren, OH
|
·
Mercantile Bank Corp., Grand Rapids, MI
|
· Firstbank
Corp., Alma, MI
|
·
Oak Hill Financial, Inc., Jackson, OH
|
· German
American Bancorp, Inc. Jasper, IN
|
·
Ohio Valley Banc Corp., Gallipolis, OH
|
· Horizon
Bancorp, Inc., Michigan City, IN
|
·
Old Second Bancorp, Inc., Aurora, IL
|
· Integra
Bank Corp., Evansville, IN
|
·
Peoples Bancorp Inc., Marietta, OH
|
· Lakeland
Financial Corp., Warsaw, IN
|
·
Pinnacle Financial Partners, Inc., Nashville, TN
|
· LNB
Bancorp Inc., Lorain, OH
|
·
Princeton National Bancorp, Inc., Princeton, IL
|
· Macatawa
Bank Corp., Holland, MI
|
·
QCR Holdings, Inc., Moline, IL
|
· MBT
Financial Corp., Monroe, MI
|
·
S Y Bancorp, Inc., Louisville,
KY
|
Named
Executive Officer
|
Bonus
Potential
at
Target
(%
of Base Salary)
|
Bonus
Potential
at
Target
($)
|
William
J. Small
|
45%
|
$125,519
|
John
C. Wahl
|
35%
|
$56,490
|
James
L. Rohrs
|
35%
|
$64,610
|
Gregory
R. Allen
|
35%
|
$52,535
|
Jeffrey
D. Vereecke
|
30%
|
$34,530
|
Bonus
Formula Component
|
Threshold
(50%
Payout)
|
Target
(100%
Payout)
|
Maximum
(150%
Payout)
|
Earnings
Per Share (50% weighting)
|
$2.07
|
$2.18
|
$2.44
|
Revenue
Growth1
(20% weighting)
|
3.5%
|
6.0%
|
11.0%
|
Return
on Average Equity (20% weighting)
|
9.0%
|
10.0%
|
12.0%
|
Return
on Average Assets (10% weighting)
|
0.88%
|
1.00%
|
1.25%
|
1 –
Revenue growth is determined based on net interest income after provision
for loan losses plus non-interest
income.
|
Bonus
Component
|
Actual
Result
|
Payout
Percentage
Achieved
|
Weighting
%
|
Computed
Factor
|
Earnings
Per Share
|
$1.94
|
-0-
|
x 50%
|
= -0-
|
Revenue
Growth
|
2.39%
|
-0-
|
x 20%
|
= -0-
|
Return
on Average Equity
|
8.48%
|
-0-
|
x 20%
|
= -0-
|
Return
on Average Assets
|
0.90%
|
60.0%
|
x 10%
|
= 6.0%
|
Total
Bonus Payout
Percentage
|
6.0%
|
Named
Executive
Officer |
Target
Bonus
Potential
($)
|
Computed
Bonus
Payout
(%)
|
Computed
Bonus
Amount
($)
|
Discretionary
Payment
|
Total
Bonus
Payout
|
||
William
J. Small
|
$125,519
|
X
|
6.0%
|
=
|
$7,531
|
$
-0-
|
$
7,531
|
John
C. Wahl
|
$
56,490
|
X
|
6.0%
|
=
|
$3,389
|
$
-0-
|
$
3,389
|
James
L. Rohrs
|
$
64,610
|
X
|
6.0%
|
=
|
$3,877
|
$
-0-
|
$
3,877
|
Gregory
R. Allen
|
$
52,535
|
X
|
6.0%
|
=
|
$3,152
|
$15,932
|
$19,084
|
Jeffrey
D. Vereecke
|
$
34,530
|
X
|
6.0%
|
=
|
$2,072
|
$10,472
|
$12,544
|
THE
COMPENSATION COMMITTEE
|
|
Peter
Diehl, Chairman
|
|
John
Bookmyer
|
|
Stephen
Boomer
|
|
Gerald
W. Monnin
|
|
Thomas
A. Voigt
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(i)
|
(j)
|
Name
and
Principal
Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)(1)
|
Option
Awards
($)(2)
|
Non-Equity
Incentive
Plan
Compen-
sation
($)(3)
|
All
Other
Compen-
sation
($)(4)
|
Total
($)
|
William
J. Small
Chairman of
the Board
&
Chief Executive Officer
|
2007
2006
|
$ 278,932
257,250
|
−
−
|
−
−
|
$ 5,377
4,160
|
$
7,531
113,818
|
$ 25,858
31,257
|
$ 317,698
406,485
|
John
C. Wahl
Executive
Vice President
&
Chief Financial Officer
|
2007
2006
|
$ 161,400
155,900
|
−
−
|
−
−
|
$ 10,193
8,976
|
$ 3,389
53,648
|
$ 28,467
28,144
|
$ 203,449
246,668
|
James
L. Rohrs
Executive
Vice President
&
President of First
Federal
Bank
|
2007
2006
|
$ 184,600
178,350
|
−
−
|
−
$17,427
|
$ 10,193
26,281
|
$
3,877
61,374
|
$ 25,565
35,378
|
$ 224,235
318,810
|
Gregory
R. Allen
First
Federal Bank
President
of Southern
Market
Area
|
2007
2006
|
$ 150,100
145,000
|
$ 15,932
−
|
−
−
|
$ 21,647
32,942
|
$
3,152
49,897
|
$ 23,286
44,020
|
$ 214,117
271,859
|
Jeffrey
D. Vereecke
First
Federal Bank
Executive
Vice President
Retail
|
2007
|
$ 115,100
|
$ 10,472
|
−
|
$
6,505
|
$
2,072
|
$ 14,403
|
$ 148,552
|
|
(1)
|
The
amount in column (e) reflects amounts for grants made in 2001 to the
extent the vesting period for such grant fell in
2006.
|
|
(2)
|
The
amounts in column (f) reflect the dollar amount recognized for financial
statement reporting purposes for the fiscal year ended December 31, 2007
and 2006, in accordance with FAS 123(R) of awards pursuant to the Stock
Option Plans and thus include amounts from awards granted in and prior to
2007 and 2006. Assumptions used in the calculation of this amount are
included in footnote 20 to the Company’s audited financial statements for
the fiscal year ended December 31, 2007 included in the Company’s Annual
Report on Form 10-K filed with the Securities and Exchange Commission on
March 14, 2008.
|
|
(3)
|
The
amounts in column (g) reflect the cash awards to the named individuals
under the Company’s Performance Based Incentive Compensation Plan which is
discussed in further detail on page 13 under the heading “Performance
Based Incentive Compensation”.
|
|
(4)
|
The
amount shown as “All Other Compensation” includes the following
perquisites and personal benefits:
|
Name
|
Club
Membership
|
Automobile
Allowance
or
Personal
Use
of
Company
Automobile
|
401(k)
Match
|
ESOP
Allocation
|
Value
of
Life
Insurance
|
Employee
Stock
Purchase
Plan
Match
(a)
|
William
J. Small
|
$ 4,963
|
$ 2,129
|
$ 6,750
|
$ 9,112
|
$ 1,104
|
$ 1,800
|
John
C. Wahl
|
$ 4,963
|
$ 5,845
|
$ 6,750
|
$ 8,782
|
$
326
|
$ 1,800
|
James
L. Rohrs
|
$ 4,963
|
$ 1,640
|
$ 6,750
|
$ 9,112
|
$ 1,300
|
$ 1,800
|
Gregory
R. Allen
|
$ 4,702
|
$ 2,348
|
$ 6,048
|
$ 8,164
|
$
224
|
$ 1,800
|
Jeffrey
D. Vereecke
|
$ -0-
|
$ 4,663
|
$ 3,453
|
$ 5,977
|
$
310
|
$
-0-
|
Estimated
Future Payouts Under
Non-Equity
Incentive Plan Awards
|
All
Other
Option
|
||||||
Name
|
Grant
Date
|
Threshold
($)
|
Target
($)
|
Maximum
($)
|
Awards:
Number
of
Securities
Underlying
Options
(#)
|
Exercise
or
Base
Price
of
Option
Awards
($
/ sh)
|
Grant
Date
Fair
Value of
Stock
and
Option
Awards
($)
|
William
J. Small
|
4/16/07
|
$62,759
|
$125,519
|
$188,279
|
1,000
|
$27.41
|
$ 5,330
|
John
C. Wahl
|
4/16/07
|
$28,245
|
$
56,490
|
$
84,735
|
1,000
|
$27.41
|
$ 5,330
|
James
L. Rohrs
|
4/16/07
|
$32,305
|
$
64,610
|
$
96,915
|
1,000
|
$27.41
|
$ 5,330
|
Gregory
R. Allen
|
4/16/07
|
$26,267
|
$
52,535
|
$
78,803
|
1,000
|
$27.41
|
$ 5,330
|
Jeffrey
D. Vereecke
|
4/16/07
|
$17,265
|
$
34,530
|
$
51,795
|
1,000
|
$27.41
|
$ 5,330
|
Option
Awards
|
||||
Name
|
Number
of Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
Number
of Securities
Underlying
Unexercised
Options(1)
(#)
Unexercisable
|
Option
Exercise
Price
|
Option
Expiration
Date
|
William
J. Small
|
800
|
200
|
$ 19.53
|
04/20/2013
|
600
|
400
|
$ 27.13
|
04/18/2014
|
|
400
|
600
|
$ 25.89
|
04/18/2015
|
|
200
|
800
|
$ 26.47
|
05/21/2016
|
|
−
|
1,000
|
$ 27.41
|
04/16/2017
|
|
John
C. Wahl
|
4,000
|
1,000
|
$ 19.53
|
04/20/2013
|
600
|
400
|
$ 27.13
|
04/18/2014
|
|
800
|
1,200
|
$ 25.89
|
04/18/2015
|
|
200
|
800
|
$ 26.47
|
05/21/2016
|
|
−
|
1,000
|
$ 27.41
|
04/16/2017
|
|
James
L. Rohrs
|
25,000
|
−
|
$ 11.56
|
08/29/2009
|
600
|
−
|
$ 10.52
|
12/17/2010
|
|
40,000
|
−
|
$ 14.00
|
09/16/2011
|
|
4,000
|
1,000
|
$ 19.53
|
04/20/2013
|
|
600
|
400
|
$ 27.13
|
04/18/2014
|
|
800
|
1,200
|
$ 25.89
|
04/18/2015
|
|
200
|
800
|
$ 26.47
|
05/21/2016
|
|
−
|
1,000
|
$ 27.41
|
04/16/2017
|
|
Gregory
R. Allen
|
11,700
|
−
|
$ 14.00
|
09/16/2011
|
4,000
|
1,000
|
$ 19.56
|
01/19/2013
|
|
4,000
|
1,000
|
$ 19.53
|
04/20/2013
|
|
3,000
|
2,000
|
$ 27.13
|
04/18/2014
|
|
800
|
1,200
|
$ 25.89
|
04/18/2015
|
|
400
|
1,600
|
$ 26.47
|
05/21/2016
|
|
−
|
1,000
|
$ 27.41
|
04/16/2017
|
|
Jeffrey
D. Vereecke
|
25,000
|
−
|
$ 15.50
|
04/18/2008
|
800
|
200
|
$ 19.53
|
04/20/2013
|
|
600
|
400
|
$ 27.13
|
04/18/2014
|
|
800
|
1,200
|
$ 25.89
|
04/18/2015
|
|
200
|
800
|
$ 26.47
|
05/21/2016
|
|
−
|
1,000
|
$ 27.41
|
04/16/2017
|
(1)
|
All
options listed above vest at a rate of 20% per year over the first five
years of the ten-year option term.
|
Option
Awards
|
||
Name
|
Number
of Shares
Acquired on Exercise (#)
|
Value
Realized on
Exercise ($)
|
William
J. Small
|
−
|
$
−
|
John
C. Wahl
|
10,000
|
$ 144,100
|
James
L. Rohrs
|
−
|
$
−
|
Gregory
R. Allen
|
−
|
$ −
|
Jeffrey
D. Vereecke
|
−
|
$
−
|
Name
of Fund
|
Rate
of Return
|
Name
of Fund
|
Rate
of Return
|
MainStay
VP Cash Management
|
4.84%
|
MainStay
VP Midcap Core
|
5.03%
|
T.
Rowe Limited Term Bond
|
5.49%
|
Royce
Small Cap
|
(2.14%)
|
Fidelity
VIP Investment Grade Bond: IC
|
4.35%
|
Royce
Micro Cap
|
3.98%
|
PIMCO
VIT Total Return: AC
|
8.76%
|
MainStay
VP International Equity
|
4.93%
|
American
Century VP Value: CI 2
|
(5.29%)
|
UIF
U.S. Real Estate
|
(17.07%)
|
Fidelity
VIP Contrafund: IC
|
17.59%
|
Fidelity
VIP Freedom Lifestyle Fund 2020
|
10.23%
|
Janus
AS Forty: IS
|
36.99%
|
Fidelity
VIP Freedom Lifestyle Fund 2030
|
11.37%
|
Name
|
Executive
Contributions
in Last
Fiscal
Year
($)
|
Aggregate
Earnings
in
Last Fiscal Year
($)
|
Aggregate
Balance at
Last
Fiscal Year End
($)
|
William
J. Small
|
$ 15,000
|
$ 16,737
|
$ 215,371
|
John
C. Wahl
|
$ 21,544
|
$ 11,932
|
$ 127,782
|
James
L. Rohrs
|
$
-0-
|
$ 14,604
|
$ 118,473
|
Gregory
R. Allen
|
$ 13,000
|
$ 17,178
|
$ 122,967
|
Jeffrey
D. Vereecke
|
$ -0-
|
$
-0-
|
$
-0-
|
|
·
|
non-equity
incentive compensation earned during the fiscal
year;
|
|
·
|
amounts
contributed under the First Defiance Deferred Compensation
Plan;
|
|
·
|
unused
vacation pay; and
|
|
·
|
amounts
accrued and vested through the Company’s 401(k)
Plan
|
|
·
|
vesting
of all outstanding unvested stock
options;
|
|
·
|
a
prorated share of the annual allocation of benefits under the First
Defiance Employee Stock Ownership Plan;
and
|
|
·
|
executives
who meet minimum age and years of service requirements are entitled to
continue to participate in the Company’s health and welfare benefits.
These benefits are the same as retiree medical benefits offered to all
employees of First Defiance and are more fully described in Note 16 to the
Financial Statements
|
Executive
Benefits and Payments upon Termination
|
Voluntary
Termination
|
For
Cause
Termination
|
Involuntary
Not
for
Cause
Or
Voluntary
Good
Reason
Termination
|
Involuntary
Change
of
Control
Termination
(CIC)
|
Death
|
Disability
|
William
J. Small
|
||||||
Severance
|
$ −
|
$ −
|
$1,008,101
|
$1,008,101
|
$
−
|
$ −
|
Accelerated Vesting of
stock options
|
$ −
|
$ −
|
$
−
|
$
498
|
$
498
|
$ 498
|
John
C. Wahl
|
||||||
Severance
|
$ −
|
$ −
|
$ 576,692
|
$
576,692
|
$
−
|
$ −
|
Accelerated Vesting of
stock options
|
$ −
|
$ −
|
$
−
|
$
2,490
|
$2,490
|
$ 2,490
|
James
L. Rohrs
|
||||||
Severance
|
$ −
|
$ −
|
$ 661,379
|
$
661,379
|
$
−
|
$ −
|
Accelerated Vesting of
stock options
|
$ −
|
$ −
|
$
−
|
$
2,490
|
$2,490
|
$ 2,490
|
Gregory
R. Allen
|
||||||
Severance
|
$ −
|
$ −
|
$ 521,674
|
$
521,674
|
$
−
|
$ −
|
Accelerated Vesting of
stock options
|
$ −
|
$ −
|
$
−
|
$
4,950
|
$4,950
|
$ 4,950
|
Jeffrey
D. Vereecke
|
||||||
Severance
|
$ −
|
$ −
|
$
−
|
$
115,100
|
$ −
|
$ −
|
Accelerated Vesting of
stock options
|
$ −
|
$ −
|
$
−
|
$
498
|
$
498
|
$ 498
|
Common
Stock
|
|||||
Name
of Beneficial Owner
|
Shares
Owned
|
Right
to Acquire
Beneficial
Ownership
Under
Options
Exercisable
Within
60 Days
|
Percent
of
Class
(a)
|
Phantom
Stock
Units
(b)
|
|
First
Defiance Financial Corp.
Employee
Stock Ownership Plan
|
550,027
|
(c)
|
7.78%
|
||
Private
Capital Management
|
674,144
|
(d)
|
9.53%
|
||
Dimensional
Fund Advisors, Inc.
|
552,786
|
(e)
|
7.82%
|
||
John
L. Bookmyer
|
1,061
|
|
400
|
−
|
3,065
|
Stephen
L. Boomer
|
13,514
|
(f)
|
−
|
||
Dr.
Douglas A. Burgei
|
18,993
|
(f)
|
−
|
||
Peter
A. Diehl
|
12,202
|
−
|
|||
Dr.
John U. Fauster III
|
23,450
|
(f)
|
−
|
||
Jean
A. Hubbard
|
4,500
|
(f)
|
−
|
||
Dwain
I. Metzger
|
1,945
|
400
|
−
|
||
Gerald
W. Monnin
|
40,778
|
(f)
|
−
|
||
James
L. Rohrs
|
32,084
|
72,400
|
1.47%
|
||
William
J. Small
|
113,236
|
(f)
|
2,800
|
1.64%
|
|
Samuel
S. Strausbaugh
|
1457
|
400
|
−
|
596
|
|
Thomas
A. Voigt
|
14,273
|
(f)
|
−
|
||
Gregory
R. Allen
|
17,464
|
27,500
|
−
|
||
Jeffrey
D. Vereecke
|
44,207
|
(f)
|
3,600
|
||
John
C. Wahl
|
82,360
|
(f)
|
7,400
|
1.27%
|
|
All
current directors and executive
officers
as a group (16 persons)
|
438,395
|
159,952
|
8.25%
|
3,661
|
(a)
|
If
no percent is provided, the number of shares is less than 1% of the total
outstanding shares of Common Stock
|
(b)
|
Represents
phantom shares denominated in First Defiance Financial Corp. Common Stock
under the First Defiance Deferred Compensation Plan. Phantom shares are
investment units allocated to participants’ accounts. The value per unit
tracks the total return of First Defiance Financial Corp. stock. The First
Defiance Deferred Compensation Plan does not own any shares of First
Defiance Financial Corp. stock.
|
(c)
|
Shares
owned by First Defiance Financial Corp. Employee Stock Ownership Plan, 601
Clinton St., Defiance, OH ("ESOP") which have been allocated to persons
listed in this table are also included in those persons’ holdings: Mr.
Rohrs – 4,654 shares, Mr. Small – 17,889 shares, Mr. Allen – 5,156 shares,
Mr. Vereecke – 16,712 shares, Mr. Wahl – 21,702 shares, and all directors
and executive officers as a group – 75,514
shares.
|
(d)
|
Based
on Schedule 13G filed with the Securities and Exchange Commission (the
"SEC") on February 14, 2008, Private Capital Management, 8889 Pelican Bay
Blvd. Suite 500, Naples, FL 34108 ("PCM") is an investment advisor
registered under Section 203 of the Investment Advisors Act of 1940. PCM
reported shared voting and investment power over 674,144 shares of Common
Stock.
|
(e)
|
Based
on Schedule 13G filed with the SEC on February 6, 2008, Dimensional Fund
Advisors LP., 1299 Ocean Avenue, Santa Monica, CA 90401 ("Dimensional"),
an investment advisor registered under Section 203 of the Investment
Advisors Act of 1940, possesses sole voting and investment power over
552,786 shares of Common Stock. All 552,786 shares reported are owned by
the entities for which Dimensional serves as investment advisor, and
Dimensional disclaims beneficial ownership of such
securities.
|
(f)
|
Includes
shares of Common Stock in which beneficial owners share voting and/or
investment power as follows: 10,125 held jointly by Mr. Boomer and his
spouse; 5,312 shares held jointly by Dr. Burgei and his spouse; 1,000
shares held by Dr. Fauster’s spouse; 3,500 shares held in the Hubbard
Company Retirement Plan 401(k) for which Ms. Hubbard is a trustee; 40,778
held in Mr. Monnin’s trusts for which he is a trustee; 280 shares and
53,240 shares which Mr. Small owns jointly with his children and spouse
respectively; 1,744 shares held by Mr. Voigt’s spouse; 464 shares owned
jointly by Mr. Vereecke and his son and 1,844 shares held in custodial
account for minor children for which either Mr. Vereecke or his spouse is
custodian; and 20,000 shares, 2,000 shares, 443 shares and 155 shares held
by Mr. Wahl’s spouse, jointly by Mr. Wahl and his spouse, held in
custodial accounts for minor children for which Mr. Wahl’s is custodian,
and held in a trust for which Mr. Wahl is
trustee.
|
Services
Rendered
|
2007
|
2006
|
||||||
Audit
Fees
|
$ | 264,000 | $ | 252,000 | ||||
Audit
Related Fees
|
22,075 | 20,500 | ||||||
Tax
Fees
|
44,050 | 48,025 | ||||||
Other
|
− | − | ||||||
Total
fees paid
|
$ | 330,125 | $ | 320,525 |
Tax
Services Rendered
|
2007
|
2006
|
||||||
Tax
return preparation
|
$ | 24,045 | $ | 20,000 | ||||
Other
tax compliance
|
20,005 | 28,025 | ||||||
Total
Tax Fees
|
$ | 44,040 | $ | 48,025 |
BY
ORDER OF THE BOARD OF DIRECTORS
|
|
William
J. Small, Chairman, President and
|
|
Chief
Executive Officer
|
ý PLEASE MARK
VOTES
AS IN THIS
EXAMPLE
|
REVOCABLE
PROXY
FIRST DEFIANCE FINANCIAL
CORP.
|
For
|
With-
hold |
For
All
Except |
|||
THIS PROXY IS SOLICITED ON
BEHALF OF THE BOARD OF DIRECTORS OF FIRST DEFIANCE FINANCIAL CORP.
ANNUAL MEETING
OF SHAREHOLDERS
|
1. ELECTION
OF DIRECTORS FOR THREE-YEAR TERM EXPIRING IN
2011.
|
o
|
o
|
o
|
|
April
22, 2008
|
Nominees for a three-year term expiring in 2011: | ||||
1:00 p.m. local
time
|
|
||||
|
Jean A. Hubbard, James L. Rohrs and Thomas A. Voigt | ||||
The undersigned hereby appoints the Board of Directors of First Defiance
Financial Corp. (the “Company”) as proxies, each with power to appoint his
substitute, and hereby authorizes them to represent and vote, as
designated below, all the shares of Common Stock of the Company held of
record by the undersigned on March 7, 2008 at the Annual Meeting of
Shareholders to be held at the Operations Center of its subsidiary, First
Federal Bank, located at 25600 Elliott Road, Defiance, Ohio 43512, on
Tuesday, April 22, 2008, at 1:00 p.m., Eastern Time, and any adjournment
thereof.
|
INSTRUCTION:To
withhold authority to vote for any nominee(s), mark “For All
Except”and write that nominee(s’) name in the space provided
below.
|
||||
2. In
their discretion, the proxies are authorized to vote upon such other
business as may properly come before the
meeting.
The
Board of Directors recommends a vote “FOR”
Proposal 1.
THIS
PROXY IS SOLICITED BY THE BOARD OF DIRECTORS. THE SHARES OF THE COMPANY’S
COMMON STOCK WILL BE VOTED AS SPECIFIED. IF NOT OTHERWISE SPECIFIED, THIS
PROXY WILL BE VOTED ÒFORÓ THE ELECTION OF THE BOARD OF DIRECTORS’ NOMINEES
TO THE BOARD OF DIRECTORS SPECIFIED IN PROPOSAL 1 AND OTHERWISE AT THE
DISCRETION OF THE PROXIES. YOU MAY REVOKE THIS PROXY AT ANY TIME PRIOR TO
THE TIME IT IS VOTED AT THE ANNUAL MEETING.
PLEASE
SIGN EXACTLY AS YOUR NAME(S) APPEAR(S) ON THIS CARD. When signing as an
attorney, executor, administrator, trustee or guardian, please give full
title. If a corporation or partnership, write in the full corporate or
partnership name and have the President or other authorized officer sign.
If shares are held jointly, each holder should sign, but only one
signature is required.
|
|||||
Please be sure to sign and date
this Proxy in the box below |
Date | ||
Shareholder sign above
|
Co-holder (if any) sign
above)
|
PLEASE ACT
PROMPTLY
SIGN, DATE & MAIL YOUR
PROXY CARD TODAY
|
1.
|
Call
toll free
1-888-216-1302 on a Touch-Tone Phone and follow the instructions on
the reverse side. There is NO CHARGE to you for
this call.
|
2.
|
Via
the Internet at https://www.proxyvotenow.com/def
and follow the instructions.
|
3.
|
Mark,
sign and date your proxy card and return it promptly in the enclosed
envelope.
|
The Board of Directors
recommends a vote “FOR” Proposal 1.
|
Please
mark as
indicated
in this
example
|
ý
|
For
|
Withhold
All |
For
All
Except |
||||
1. ELECTION
OF DIRECTORS FOR THREE-YEAR TERM EXPIRING IN 2011.
|
o
|
o
|
o
|
2.
In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Special Meeting or any
adjournments thereof
|
||
Nominees for a three-year term expiring in 2011:
(01)
Jean A.
Hubbard (02)
James L. Rohrs
(03)
Thomas A. Voigt
INSTRUCTION:
To withhold authority to vote for any nominee(s), mark “For All Except”
and write that nominee(s’) name(s) or number(s) in the space provided
below.
|
THIS
PROXY IS SOLICITED BY THE BOARD OF DIRECTORS. THE SHARES OF THE
COMPANY’S COMMON STOCK WILL BE VOTED AS SPECIFIED. IF NOT OTHERWISE
SPECIFIED, THIS PROXY WILL BE VOTED “FOR” THE ELECTION OF THE BOARD
OF DIRECTORS’ NOMINEES TO THE BOARD OF DIRECTORS SPECIFIED IN PROPOSAL 1,
AND OTHERWISE AT THE DISCRETION OF THE PROXIES. YOU MAY REVOKE THIS
PROXY AT ANY TIME PRIOR TO THE TIME IT IS VOTED AT THE ANNUAL
MEETING.
|
|||||
|
||||||
Mark here if you plan to attend
the meeting
|
o
|
|||||
Mark here for address change
and note change
|
o
|
|||||
|
||||||
|
||||||
Please
be sure to date and sign
this
instruction card in the box below.
|
Date
|
|||||
Sign
above
|
PLEASE SIGN EXACTLY AS YOUR
NAME(S) APPEAR(S) ON THIS CARD. When signing as an attorney,
executor, administrator, trustee or guardian, please give full title. If a
corporation or partnership, write in the full corporate or partnership
name and have the President or other authorized officer sign. If shares
are held jointly, each holder should sign, but only one signature is
required.
|
|||||
*** IF YOU WISH TO PROVIDE
YOUR INSTRUCTIONS TO VOTE BY TELEPHONE OR INTERNET, PLEASE READ THE
INSTRUCTIONS BELOW ***
|
Vote by
Telephone
Call
Toll-Free on a Touch-Tone Phone anytime prior to
3
a.m., April 22, 2008.
1-888-216-1302
|
Vote by
Internet
anytime
prior to
3
a.m., April 22, 2008 go to
https://www.proxyvotenow.com/def
|
ON-LINE PROXY MATERIALS
:
|
Access
at https://www.proxyvotenow.com/def
|
Your vote is
important!
|
|