CSB Bancorp Inc
For the period ended Apr 24, 2024. Filed Mar 15, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 24, 2024 · Filed Mar 15, 2024
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DEF 14A 1 csbb_def14a_2024_0315202.htm DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant☒
Filed by a Party other than the Registrant☐
Check the appropriate box:
☐ Preliminary Proxy Statement
☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒ Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material Pursuant to §240.14a-12
CSB Bancorp, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
☒ No fee required
☐ Fee paid previously with preliminary materials
☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
| Meeting Date: | Wednesday, April 24, 2024 |
|---|---|
| Meeting Time: | 7:00 P.M. EDT |
| Meeting Location: | Carlisle Inn4949 Walnut Street, Walnut Creek, OH 44687 |
91 North Clay Street Millersburg, Ohio 44654
March 15, 2024
Dear Fellow Shareholders:
The 2024 Annual Meeting of Shareholders (the “Annual Meeting”) of CSB Bancorp, Inc. (“CSB”) will be held on Wednesday, April 24, 2024, at 7:00 P.M. EDT at the Carlisle Inn, located at 4949 Walnut Street, Walnut Creek, Ohio 44687.
The Meeting is being conducted for the following purposes:
To elect the following directors for terms of three years each:
| Nominee | Term Will Expire In: |
|---|---|
| Julian L. Coblentz | 2027 |
| Eddie L. Steiner | 2027 |
To ratify the appointment of S.R. Snodgrass, P.C. as the independent registered public accounting firm for CSB for the fiscal year ending December 31, 2024; and
To transact any other business that may properly come before the Annual Meeting or any adjournments thereof.
At the conclusion of the Annual Meeting, we will review highlights from the past year, The Commercial and Savings Bank’s 145 th year of existence doing business chartered by the State of Ohio. Several of the performance highlights and matters upon which we will report are outlined on page three (3) of this proxy statement.
Whether or not you plan to attend the Annual Meeting, it is important that your shares be represented. Please vote your shares promptly by telephone or online, or by completing, executing, and returning the enclosed proxy card by mail in the envelope provided. To vote by phone or online, please refer to the instructions on the enclosed proxy card.
Thank you for your support of CSB.
Sincerely,
| Robert K. BakerChairman, Board of Directors | Eddie L. SteinerPresident & Chief Executive Officer |
Table of Contents
| COMPANY OVERVIEW | 3 |
|---|---|
| NOTICE OF ANNUAL SHAREHOLDERS’ MEETING | 4 |
| SUMMARY OF MATTERS TO BE VOTED UPON | 4 |
| VOTING OF PROXY MATERIALS | 5 |
| IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON APRIL 24, 2024 | 5 |
| QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING | 5 |
| BENEFICIAL OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS | 8 |
| NOMINEES FOR ELECTION OF DIRECTORS | 9 |
| DIRECTORS CONTINUING IN OFFICE | 10 |
| MEMBERSHIP AND MEETINGS OF THE BOARD AND ITS COMMITTEES | 12 |
| SHAREHOLDER RECOMMENDATIONS | 15 |
| EXECUTIVE OFFICERS | 15 |
| DISCUSSION OF EXECUTIVE COMPENSATION PROGRAMS | 16 |
| THE COMPENSATION COMMITTEE REPORT | 19 |
| EXECUTIVE COMPENSATION AND OTHER INFORMATION | 20 |
| NONQUALIFIED DEFERRED COMPENSATION | 20 |
| PAY VERSUS PERFORMANCE DISCLOSURE | 21 |
| REPORT OF THE AUDIT COMMITTEE | 21 |
| PROPOSAL ONE — ELECTION OF DIRECTORS | 22 |
| PROPOSAL TWO — RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 23 |
| INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES | 24 |
| CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 24 |
| COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION | 24 |
| INSIDER TRADING ARRANGEMENTS AND POLICIES | 25 |
| PROPOSALS BY SHAREHOLDERS FOR 2025 ANNUAL MEETING | 25 |
| SHAREHOLDER COMMUNICATION WITH BOARD OF DIRECTORS | 25 |
| OTHER BUSINESS | 25 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.