SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
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))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
PREMIER FINANCIAL BANCORP, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / 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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
/ / 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date filed:
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PREMIER FINANCIAL BANCORP, INC.
2883 5th Avenue
Huntington, West Virginia 25702
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NOTICE OF
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD
JUNE 16, 2004
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NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of
Premier Financial Bancorp, Inc. will be held at the Radisson Hotel located at
1001 3rd Avenue, Huntington, West Virginia on Wednesday, June 16, 2004 at 10:30
a.m. (EDT) for the following purposes:
(1) To elect ten (10) directors to serve until the 2005 Annual
Meeting of Shareholders and until their successors are elected
and qualified;
(2) To ratify the appointment of Crowe Chizek and Company LLC as
the Company's independent accountants for the 2004 fiscal
year; and
(3) To transact such other business as may properly come before
the meeting.
The Board of Directors has set the close of business on May 7, 2004 as
the record date for the determination of shareholders entitled to notice of and
to vote at the Annual Meeting or any adjournment thereof. Only shareholders of
record at the close of business on the record date will be entitled to notice of
and to vote at the meeting.
EVEN IF YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE, SIGN
AND DATE THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED POSTAGE-PAID
ENVELOPE OR BY OTHER ACCEPTED MEANS OF EXECUTION (INTERNET, TELEPHONE, ETC).
SHAREHOLDERS ATTENDING THE MEETING IN PERSON MAY VOTE IN PERSON THOUGH YOU HAVE
PREVIOUSLY EXECUTED A PROXY.
By Order of the Board of Directors,
/s/ E. V. Holder, Jr.
-----------------------------------
E. V. Holder, Jr.
Secretary
Huntington, West Virginia
May 17, 2004
PREMIER FINANCIAL BANCORP, INC.
2883 5th Avenue
Huntington, West Virginia 25702
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PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD
JUNE 16, 2004
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INTRODUCTION
This Proxy Statement is being furnished to shareholders of Premier
Financial Bancorp, Inc., a Kentucky corporation (the "Company"), in connection
with the solicitation of proxies by the Board of Directors of the Company from
holders of record of the Company's outstanding shares of common stock, no par
value per share (the "Common Stock"), as of the close of business on May 7, 2004
for use at the Annual Meeting of Shareholders of the Company (the "Annual
Meeting") to be held on Wednesday, June 16, 2004 at 10:30 a.m. (eastern daylight
time) at the Radisson Hotel, 1001 3rd Avenue, Huntington West Virginia and at
any adjournment or postponement thereof. The approximate mailing date of this
Proxy Statement was May 17, 2004.
PURPOSES OF THE ANNUAL MEETING
At the Annual Meeting, holders of shares of Common Stock will be asked
to consider and vote upon the following matters:
(1) The election of ten directors of the Company who will serve
until the 2005 Annual Meeting and until their successors are
elected and qualified;
(2) The ratification of the appointment of Crowe Chizek and Company
LLC as the Company's independent accountants for the fiscal year
ending December 31, 2004; and
(3) The transaction of such other business as may properly come
before the Annual Meeting.
The Board of Directors has unanimously recommended that shareholders
vote "FOR" the election of the Board of Directors' ten nominees for election
as directors of the Company, and "FOR" the ratification of the Audit Committee
of the Board of Directors' appointment of Crowe Chizek and Company LLC as the
Company's independent accountants. As of the date of this Proxy Statement, the
Board of Directors knows of no other business to come before the Annual Meeting.
VOTING RIGHTS AND PROXY INFORMATION
Only holders of record of shares of Common Stock as of the close of
business on May 7, 2004 (the "Record Date") will be entitled to notice of and to
vote at the Annual Meeting or any adjournment or postponement thereof. Such
holders of shares of Common Stock are entitled to one vote per share on any
matter, other than the election of directors, that may properly come before the
Annual Meeting. In the election of directors, holders of Common Stock have
cumulative voting rights whereby each holder is entitled to vote the number of
shares of Common Stock held multiplied by ten (the number of directors to be
elected at the Annual Meeting), and each holder may cast the whole number of
votes for one candidate or distribute such votes among two or more candidates.
The presence, either in person or by properly executed proxy, of the holders of
a majority of the outstanding shares of Common Stock as of the record date is
necessary to constitute a quorum at the Annual Meeting. As of Record Date there
were 5,232,230 shares of Common Stock outstanding.
Those nominees for election to the Board of Directors receiving the
ten highest number of votes in the election of directors will be elected to
the Board. The appointment of Crowe Chizek and Company LLC as the Company's
independent accountants for 2004 will be ratified if the votes cast in favor of
ratification exceed the votes cast against ratification.
All shares of Common Stock that are represented at the Annual Meeting
by properly executed proxies received prior to or at the Annual Meeting and not
revoked will be voted at the Annual Meeting in accordance with the instructions
indicated in such proxies. If no instructions are indicated, such proxies will
be voted for the election of the Board of Directors' ten nominees as
directors of the Company (or, if deemed appropriate by the individuals appointed
in the proxies, cumulatively voted for less than all of the Board's nominees to
ensure the election of as many of the Board's nominees as possible) and for the
ratification of the appointment of Crowe Chizek and Company LLC as the Company's
independent accountants.
Any proxy given pursuant to this solicitation may be revoked by the
person giving it at any time before it is voted. Proxies may be revoked by (i)
filing with the Secretary of the Company, at or before the Annual Meeting, a
written notice of revocation bearing a later date than the proxy, (ii) duly
executing a subsequent proxy relating to the same shares of Common Stock and
delivering it to the Secretary of the Company at or before the Annual Meeting or
(iii) attending the Annual Meeting and voting in person (although attendance at
the Annual Meeting will not in and of itself constitute a revocation of a
proxy). Any written notice revoking a proxy should be sent to the Company, to
the attention of E.V. Holder, Jr., Secretary.
The Company will bear the cost of this solicitation. In addition to
solicitation by mail, the Company will request banks, brokers and other
custodian nominees and fiduciaries to supply proxy material to the beneficial
owners of Common Stock, and will reimburse them for their expenses in so doing.
Certain directors, officers and other employees of the Company, not specially
employed for this purpose, may solicit proxies, without additional remuneration
therefor, by personal meeting, mail, telephone, facsimile or other electronic
means.
ANNUAL REPORT
The Company's 2003 Annual Report, which includes audited consolidated
financial statements, accompanies this Proxy Statement. The Company will furnish
without cost to any shareholder, upon request, a copy of the Company's Annual
Report on Form 10-K filed with the Securities and Exchange Commission. Requests
should be in writing and directed to the Company, to the attention of Brien M.
Chase, Chief Financial Officer.
PRINCIPAL SHAREHOLDERS
As of March 31, 2004, the following individuals or entities reported
beneficial ownership of Common Stock in excess of 5% of the Company's
outstanding Common Stock:
NAME AND ADDRESS NUMBER OF SHARES PERCENTAGE OF
OF BENEFICIAL OWNER BENEFICIALLY OWNED(1) OUTSTANDING SHARES
Marshall T. Reynolds 559,990 10.7%
P.O. Box 4040
Huntington, West Virginia 25729
Tontine Financial Partners, L.P./ 482,100 9.2%
Tontine Overseas Associates, L.L.C.
237 Park Avenue, Suite 900
New York, New York 10017
Joan C. Edwards 363,352 6.9%
2100 South Ocean Lane
Ft. Lauderdale, Florida 33316
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(1) The information contained in this column is based upon information
furnished to the Company by the named individuals and the shareholder
records of the Company. Except where otherwise indicated, this column
represents the number of shares beneficially owned, which includes
shares as to which a person has sole or shared voting and/or investment
power.
ELECTION OF DIRECTORS
(Item 1 on Proxy)
A board of ten directors of the Company is to be elected at the
Annual Meeting, each of whom is to serve, subject to the provisions of the
Company's bylaws, until the 2005 Annual Meeting of Shareholders and until his or
her successor is duly elected and qualified. The names of the nominees proposed
for election as directors, all of who are presently directors of the Company,
are set forth below and the following information is furnished with respect to
each:
Common
Director of Stock Percentage
Company Beneficially Of
Principal Occupation Continuously Owned as Outstanding
Nominee or Employment(1) Age Since of 3/31/2004(2) Shares
------------------------- --------------------------- -------- ---------------- ----------------- ------------------
Toney K. Adkins Vice President, 54 7/12/91 6,180 *
Administration, Champion
Industries, Inc.
(commercial printing and
office supplies)
Hosmer A. Brown, III Attorney-at-Law 83 4/18/01 59,451 1.1%
Edsel R. Burns President, CJ Hughes 53 7/19/00 787 *
Construction, Inc.(3)
E.V. Holder, Jr. Attorney-at-law 71 7/12/91 16,720 *
Charles R. Hooten, Jr. President, Hooten 77 8/21/02 35,025 *
Equipment Company
Keith F. Molihan Retired Executive 61 9/14/99 5,826 *
Director,
Ironton/Lawrence County
Area Community Action
Organization
Marshall T. Reynolds Chairman and Chief 67 1/19/96 559,990 10.7%
Executive Officer,
Champion Industries, Inc.
(commercial printing and
office supplies)(4)
Neal W. Scaggs President, Logan Auto 68 9/8/98 9,345 *
Parts, Inc.
Robert W. Walker President and Chief 57 10/17/01 42,853 *
Executive Officer of the
Company(5)
Thomas W. Wright Owner and Chairman, 51 4/18/01 43,134 *
NexQuest, Inc. (management
company)
All directors and 908,117 17.4%
executive officers as
a group (14 in number
including the
above-named persons)(6)
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* The percentage of outstanding shares beneficially owned is less than 1%.
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(1) Except where otherwise indicated, this principal occupation or
employment has continued during the past five years.
(2) The information contained in this column is based upon information
furnished to the Company by the named individuals and the shareholder
records of the Company. Except where otherwise indicated, this column
represents the number of shares beneficially owned, which includes
shares as to which a person has sole or shared voting and/or investment
power.
(3) Mr. Burns has served as President of C. J. Hughes Construction Company
since September, 2002. He served as Chief Financial Officer of Genesis
Health Systems from June 2001 until December 31, 2001. He served as
Chief Financial Officer of Central City Online from March 2000 to April
2001. From January 1999 to March 2000 he was on the audit staff of
Arnett and Foster, PLLC. Prior to that, he worked in various financial
positions with Banc One Corporation.
(4) Mr. Reynolds serves as the Company's Chairman of the Board. From 1985
to November 1993, Mr. Reynolds also served as Chairman of the Board of
Directors of Bank One West Virginia, N.A. (and its predecessor, Key
Centurion Bancshares, Inc.).
(5) Prior to becoming the President and Chief Executive Officer of the
Company, Mr. Walker was President of Boone County Bank, Inc. from
September 1998 to October 2001. Prior to that, Mr. Walker was a
regional president at Bank One West Virginia N.A.
(6) Total beneficial ownwership as of March 31, 2004 includes shares
owned by Director Wilbur M. Jenkins who has decided not to stand
for reelection to the board.
The Company's Board of Directors recommends that shareholders vote
"FOR" the election of each of the Company's nominees for election as a director.
The Board of Directors does not contemplate that any of the nominees
will be unable to accept election as a director for any reason. However, in the
event that one or more of such nominees is unable or unwilling to serve, the
persons named in the proxies or their substitutes shall have authority,
according to their judgment, to vote or to refrain from voting for other
individuals as directors.
The Nominating Committee of the Board of Directors considers
nominations of candidates for election as directors. The Company's bylaws
establish an advance notice procedure for shareholders to make nominations of
candidates for election as directors (the "Shareholder Notice Procedure"). The
Shareholder Notice Procedure provides that only persons who are nominated by, or
at the direction of, the Board of Directors, or by a shareholder who has given
timely written notice to the Secretary of the Company prior to the meeting at
which directors are to be elected, will be eligible for election as directors of
the Company. Under the Shareholder Notice Procedure, to be timely, notice of
shareholder nominations to be made at an annual or special meeting must be
received by the Company not less than 14 days nor more than 50 days prior to the
scheduled date of the meeting (or, if less than 21 days notice of the date of
the meeting is given, the 7th day following the day such notice was given).
Under the Shareholder Notice Procedure, a shareholder's notice to the
Company proposing to nominate a person for election as a director must contain
certain information, including, without limitation, the identity and address of
the nominating shareholder, the number of shares of Common Stock that are owned
by such shareholder and the name and address of the proposed nominee. If the
Chairman of the Board or other officer presiding at a meeting determines that a
person was not
nominated in accordance with the Shareholder Notice Procedure, such person will
not be eligible for election as a director.
By requiring advance notice of nominations by shareholders, the
Shareholder Notice Procedure affords the Nominating Committee of the Board of
Directors an opportunity to consider the qualifications of the proposed nominees
and, to the extent deemed necessary or desirable by the Nominating Committee, to
inform shareholders about such qualifications.
CERTAIN INFORMATION CONCERNING THE BOARD OF DIRECTORS
Board Meetings and Committees
During 2003, the Board of Directors met eighteen times, the Compliance
Committee met thirteen times, the Compensation Committee met twice, the
Nominating Committee met once, and the Audit Committee met fourteen times. Each
director attended seventy-five percent or more of all meetings of the Board of
Directors and committees of the Board on which he serves. The Company strongly
encourages all members of the Board of Directors to attend the annual meeting of
shareholders each year. At the prior year's annual shareholder meeting, all of
the eleven directors were present.
The Board of Directors consists of a majority of "independent
directors" as such term is defined in the Nasdaq Stock Market Marketplace Rules.
The Board of Directors has determined that Hosmer A. Brown, III, Edsel R. Burns,
E.V. Holder, Jr., Charles R. Hooten, Jr., Wilbur M. Jenkins, Keith F. Molihan,
Neal W. Scaggs and Thomas W. Wright are independent directors.
The Board of Directors has adopted a formal policy by which
shareholders may communicate with members of the Board of Directors by mail
addressed to an individual member of the Board, to the full Board, or to a
particular committee of the Board, at the following address: c/o Premier
Financial Bancorp, Inc., 2883 5th Avenue, Huntington, West Virginia 25702.
The Board of Directors has four standing committees: a Compensation
Committee, a Compliance Committee, a Nominating Committee and an Audit
Committee.
Compensation of the Board of Directors
Directors who are not full time employees of the Company or any
subsidiary receive fees of $500 a month for their services. Board members are
also reimbursed for expenses incurred in connection with their services as
directors. Directors receive no compensation for attending committee meetings.
Other Directorships
The Company's Chairman of the Board, Marshall T. Reynolds, serves as a
director of the following publicly held companies or banks whose shares are
registered under the Securities Exchange Act of 1934: Abigail Adams Bancorp,
Inc., Washington, D.C.; Champion Industries, Inc., Huntington, West Virginia;
First Guaranty Bank,
Hammond, Louisiana; and Portec Rail Products, Inc., Pittsburgh, Pennsylvania.
Directors Neal W. Skaggs and Charles R. Hooten, Jr. also serve as directors of
Champion Industries, Inc. and Portec Rail Products, Inc.
Nominating Committee
The Nominating Committee nominates individuals to serve on the
Company's Board of Directors, to serve on other committees of the Board of
Directors, and to serve on the boards of directors of the Company's
subsidiaries. The Nominating Committee currently consists of Messrs. Hooten,
Molihan and Scaggs, all of whom are independent directors as defined in the
Nasdaq Stock Market Marketplace Rules. A copy of the Nominating Committee
charter is attached to this proxy statement as Exhibit A.
When considering a potential director candidate, the Nominating
Committee looks for personal and professional integrity, demonstrated ability
and judgment and business experience. The Nominating Committee will review and
consider director nominees recommended by shareholders. There are no differences
in the manner in which the Nominating Committee evaluates director nominees
based on whether the nominee is recommended by a shareholder.
Audit Committee
The Audit Committee meets with the Company's financial management and
independent auditors and reviews the accounting principles and the scope and
control of the Company's financial reporting practices, and makes reports and
recommendations to the Board with respect to audit matters. The Audit Committee
also recommends to the Board the appointment of the firm selected to be
independent certified public accountants for the Company and monitors the
performance of such firm; reviews and approves the scope of the annual audit and
evaluates with the independent certified public accountants the Company's annual
audit and annual consolidated financial statements; and reviews with management
the status of internal accounting controls and internal audit procedures and
results. The Audit Committee at December 31, 2003 consisted of Messrs. Holder,
Burns and Molihan. The Audit Committee is required to have and will continue to
have at least three members, all of whom must be "independent directors" as
defined in the Marketplace Rules of the Nasdaq Stock Market. Messrs. Hooten,
Molihan, Scaggs and Wright are the current members of the Audit Committee.
Messrs. Hooten, Scaggs and Wright were appointed to the Audit Committee
effective as of March 17, 2004. Mr. Burns served as a member of the Audit
Committee in fiscal 2003 and until March 17, 2004.
The Board determined that Messrs. Hooten, Molihan, Scaggs and Wright
are financially literate in the areas that are of concern to the Company, and
are able to read and understand fundamental financial statements. The Board has
also determined that Messrs. Hooten, Molihan, Scaggs and Wright each meet the
independence requirements set forth in the Marketplace Rules of the Nasdaq Stock
Market.
The Securities and Exchange Commission ("SEC") has adopted rules to
implement certain requirements of the Sarbanes-Oxley Act of 2002 pertaining to
public company audit committees. One of the rules adopted by the SEC requires a
company to disclose whether it has an "audit committee financial expert" serving
on its audit committee.
Based on its review of the criteria of an audit committee financial
expert under the rule adopted by the SEC the Board of Directors does not believe
that any member of the Board of Directors' Audit Committee would be described as
an audit committee financial expert. The Board of Directors has determined that
Edsel R. Burns would qualify as an audit committee financial expert under the
SEC Rule. However, because Mr. Burns participated in the preparation of the
Company's financial statements from February 9, 2002 until April 22, 2002 as
interim chief financial officer, he is prohibited by Nasdaq Marketplace Rules
from serving on the Audit Committee until May 1, 2005. The Board of Directors
presently anticipates that Mr. Burns will be appointed to the Audit Committee
upon termination of his ineligibility.
The Company's Board of Directors has adopted a written charter for the
Audit Committee of the Board. A copy of the written Audit Committee charter is
attached as Exhibit B to this annual meeting proxy statement. Please review the
Audit Committee Report below.
Audit Committee Report
It is the responsibility of management to prepare the financial
statements and the responsibility of Crowe Chizek and Company LLC, the Company's
independent auditors, to audit the financial statements in accordance with
generally accepted auditing standards.
In connection with its review of the Company's financial statements for
2003, the Audit Committee:
o Has reviewed and discussed the audited financial statements with
management;
o Has discussed with the independent auditors the matters required to be
discussed by SAS 61 (Codification of Statements on Auditing Standards,
AU 380); and
o Has received the written disclosures and the letter from the
independent accountants required by Independence Standards Board
Standard No. 1 (Independence Standards Board Standard No. 1,
Independence Discussions with Audit Committees), and has discussed with
the independent accountant the independent accountant's independence.
The Audit Committee also discussed with management and the independent
auditors the quality and adequacy of the Company's internal controls and
considered the internal audit function's organization, responsibilities, budget
and staffing. The Committee reviewed with the independent auditors their audit
plans, audit scope and identification of audit risks.
Based on the review and discussions referred to above, the Audit
Committee recommended to the Board of Directors that the audited financial
statements be included in Premier Financial Bancorp's Annual Report on Form 10-K
for the year ended December 31, 2003.
Members of the Audit Committee:
/s/ Neal W. Scaggs, Chairman
/s/ Charles R. Hooten, Jr.
/s/ Keith F. Molihan
/s/ Thomas W. Wright
Compliance Committee
The Compliance Committee of the Board of Directors consists of the
following non-employee directors: Toney K. Adkins, Chairman, Edsel R. Burns,
Keith F. Molihan, E. V. Holder, Jr. emeritus, and Wilbur Jenkins, emeritus.
The Committee reviews and recommends to the Board any written policies and
procedures in place for the holding company and/or subsidiaries to comply with
regulatory agencies and recommendations. The Committee was also formed to ensure
the Company's compliance with the January 29, 2003 Written Agreement with the
Federal Reserve Bank of Cleveland.
Compensation Committee
Until March 17, 2004, the Compensation Committee of the Board of
Directors consisted of the following four non-employee directors: Marshall T.
Reynolds, Chairman, Edsel R. Burns, Wilbur Jenkins and Keith F. Molihan. As of
March 17, 2004, the Compensation Committee consists of Messrs. Wilbur Jenkins,
Ed Burns and Keith Molihan, all of whom are independent directors as defined in
the Nasdaq Stock Market Marketplace Rules. The Committee reviews and determines
salaries and other benefits for executive and senior management of the Company
and its subsidiaries, reviews and determines the employees to whom stock options
are to be granted and the terms of such grants, and reviews the selection of
officers who participate in incentive and other compensation plans and
arrangements. The Committee establishes the management compensation policy and
the general compensation policies of the Company.
The objectives of the Company's management compensation policy are to
develop a policy that attracts and retains the best available executive
officers; to motivate them to achieve the goals set forth in the Company's
business plan; to link executive and stockholder interest through
incentive-based compensation; and to enhance the Company's performance, measured
by both short-term and long-term achievements.
Compensation Committee Report
Compensation Committee believes that the compensation program for
executive officers should consist of two key elements:
o a base salary, and
o a performance-based annual bonus.
The Compensation Committee believes the interests of the Company and
its shareholders are served by this two-part approach. Under this approach the
compensation of executive officers involves a part of their pay that is "at
risk"--namely, the annual bonus. The variable annual bonus permits individual
performance to be recognized on an annual basis, and is based, in significant
part, on the attainment of individually customized performance targets. The
Compensation Committee has declined to authorize performance bonuses in the past
three years.
The Compensation Committee believes that the compensation of the Chief
Executive Officer, Robert W. Walker, should be based largely on corporate
performance relative to the Company's business plan. In setting Mr. Walker's
salary and bonus, the Committee considered the role Mr. Walker has played in the
overall management of the Company since becoming Chief Executive Officer in
October, 2001.
Recommendations regarding the base salary of executive officers, other
than the Chief Executive Officer, are made to the Committee by the Chief
Executive Officer and either approved or modified by the Committee. The
recommendation as to the bonus paid to each executive officer is based on a
review by the Chief Executive Officer of the performance of the executive
officer in attaining his performance targets for the prior year.
Members of the Compensation Committee:
/s/ Edsel R. Burns, Chairman
/s/ Wilbur M. Jenkins
/s/ Keith F. Molihan
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based upon a review of filings with the SEC and representations that no
other reports were required, the Company believes that all of the Company's
directors and executive officers complied during fiscal 2003 with the reporting
requirements of Section 16(a) of the Securities Exchange Act.
EXECUTIVE OFFICERS OF THE COMPANY
The individuals named in the following table are the executive officers
of the Company under applicable SEC disclosure rules. Except as otherwise
indicated, each executive officer has held the position indicated for the last
five years.
Name Age Position
Marshall T. Reynolds 67 Chairman of the Board
Robert W. Walker 57 President and Chief Executive Officer
Brien M. Chase 39 Vice President and Chief Financial Officer
(Principal Accounting Officer)
Jeanne D. Hubbard 55 Director of Risk Management
Dennis Klingensmith 50 Vice President, Premier;
Chief Executive Officer, First Central Bank
Mr. Walker has held this position since October, 2001. From September,
1998 until October, 2001 Mr. Walker was President, Boone County Bank, Inc. Prior
to that time, Mr. Walker was a Regional Vice President at Bank One, West
Virginia, N.A. Mr. Walker also serves on the Company's asset/liability
management committee.
Mr. Chase began his duties as CFO of the Company in April, 2002. From
June 1994 to January 2001, Mr. Chase was corporate accounting manager for One
Valley Bancorp, Inc. He also served as controller for four of the One Valley
Bancorp subsidiaries. Prior to that time, Mr. Chase was the senior accountant
for One Valley Bancorp for six years.
Ms. Hubbard has held this position since November, 1999. Ms. Hubbard
has over 30 years of banking experience with the last 25 years in commercial
lending and risk management. Prior to joining the company, Ms. Hubbard was
Executive Vice President and senior lender at First Sentry Bank. Ms. Hubbard was
also interim CEO of Citizens' Deposit Bank & Trust from November 2001 through
May 2002.
Mr. Klingensmith has held this position since June, 1998 and has served
as CEO of First Central Bank since November 2001. Prior to that time, Mr.
Klingensmith was an area Chief Executive Officer for Bank One, West Virginia, N.
A. Mr. Klingensmith was also acting CEO of Citizens' Bank (Kentucky), Inc. from
November 2002 to February 2003 and acting CEO of Farmers Deposit Bank from June
2003 to October 2003. Mr. Klingensmith also serves on the Company's
asset/liability management committee.
For additional information about Mr. Reynolds and Mr. Walker, see
"ELECTION OF DIRECTORS."
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table summarizes compensation earned in 2003, 2002, and
2001 by the Company's Chief Executive Officer and certain of the Company's other
executive officers who earned a salary and/or bonus in 2003 that exceeded
$100,000. In accordance with rules of the Securities and Exchange Commission,
the compensation of the Company's other executive officers is not required to be
disclosed because none of these executive officers earned a salary and/or bonus
in 2003 that exceeded $100,000.
==================================================================================================================
| Annual Compensation | Long Term |
| | Compensation |
--------------------------------------|----------------------------------------|-----------------|
| Other | Securities |
| Annual | Underlying | All other
Name and principal position Year | Salary Bonus Compensation | Options | Compensation
| ($) ($) ($) | (#) | ($)(1)
------------------------------------------------------------------------------------------------------------------
Robert W. Walker 2003 179,375 ----- 1,023 3,750 7,109
-------------------------------------------------------------------------------------
President and CEO(2) 2002 175,000 ----- 996 ----- 7,000
-------------------------------------------------------------------------------------
2001 129,883 ----- 737 ----- 5,085
------------------------------------------------------------------------------------------------------------------
Dennis Klingensmith 2003 106,094 ----- 1,665 2,500 4,199
-------------------------------------------------------------------------------------
Vice President 2002 103,500 ----- 1,236 ----- 4,140
-------------------------------------------------------------------------------------
CEO First Central Bank(3) 2001 100,000 ----- 2,314 ----- 4,290
==================================================================================================================
------------------------
(1) Employer contributions to the Company's 401(k)/Profit Sharing Plan.
(2) Mr. Walker was hired on June 29, 1998 as Vice President of the Company.
On September 1, 1998, Mr. Walker became President of the Company's
subsidiary, Boone County Bank. In October, 2001, Mr. Walker became
President and Chief Executive Officer of the Company. During 2001, the
Company's subsidiary, Boone County Bank paid Mr. Walker $92,800 for
services as President and Chief Executive Officer of that bank
subsidiary and the Company paid Mr. Walker $37,083 for services
rendered as President and Chief Executive Officer of the Company.
..
(3) Salary and bonus amounts for all years were paid by the Company's
subsidiary, First Central Bank, for services rendered by Mr.
Klingensmith as Chief Executive Officer of that bank subsidiary.
EQUITY COMPENSATION PLAN INFORMATION
The following table gives information about the Company's common stock
that may be issued upon the exercise of options, warrants and rights under the
its two equity compensation plans, the 1996 Stock Option Plan and the 2002 Stock
Option Plan, as of December 31, 2003.
=============================== =========================== ======================= ==================================
(A) (B) (C)
Number of Securities Remaining
Number of Securities to Weighted Average Available for Future Issuance
be Issued Upon Exercise Exercise Price of Under Equity Compensation Plans
of Outstanding Options, Outstanding Options, (Excluding Securities Reflected
Plan Category Warrants and Rights Warrants and Rights in Column (A))
------------------------------- --------------------------- ----------------------- ----------------------------------
1996 Stock Option Plan 32,000 $13.80 68,000
------------------------------- --------------------------- ----------------------- ----------------------------------
2002 Stock Option Plan 23,450 7.96 476,550
------------------------------- --------------------------- ----------------------- ----------------------------------
Total 55,450 $11.33 544,550
=============================== =========================== ======================= ==================================
------------------------
Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year-End Option Values
======================== =========== ========== =============== ================
# of Value of
Securities Unexercised
Shares Underlying In-the-Money
Acquired Value Unexercised Underlying
on Exercise Realized Options Options at
Name (#) ($) FY-End (#)(1) FY-End($)(2)
------------------------- ----------- ---------- --------------- ---------------
Dennis J. Klingensmith(1) ----- ----- 4,000 1,325
------------------------- ----------- ---------- --------------- ---------------
Robert W. Walker (2) ----- ----- 5,250 1,988
========================= =========== ========== =============== ===============
------------------------
(1) 1,500 of these shares were exercisable at year-end 2003.
(2) 1,500 of these shares were exercisable at year-end 2003.
(3) The value of any unexercised in-the-money stock option is equal to the
difference between $8.490 (the closing price of the Common Stock on
December 31, 2003) and the exercise price of the stock option.
STOCK PERFORMANCE GRAPH
The following graph shows a comparison of cumulative total stockholder
return on the Common Stock since December 31, 1998 with the cumulative total
returns of both a broad equity market index and a published industry index. The
broad equity market index chosen was Standard & Poors 500 and the published
industry index chosen was the SNL ($500M-$1B) Bank Asset-Size Index. The graph
reflects historical performance only, which is not indicative of possible future
performance of the Common Stock.
Premier Financial Bancorp, Inc.
Total Return Performance
[GRAPHIC OMITTED]
Period Ending
----------------------------------------------------------
Index 12/31/98 12/31/99 12/31/00 12/31/01 12/31/02 12/31/03
--------------------------------- -------- -------- -------- -------- -------- --------
Premier Financial Bancorp, Inc. 100.00 57.25 33.20 53.77 49.88 55.00
S&P 500 100.00 121.11 110.34 97.32 75.75 97.51
SNL $500M-$1B Bank Index 100.00 92.57 88.60 114.95 146.76 211.62
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company's subsidiaries have made, and expect to make in the future
to the extent permitted by applicable federal and state banking laws, bank loans
in the ordinary course of business to directors and officers of the Company and
its subsidiaries and their affiliates and associates on substantially the same
terms, including interest rates and collateral, as those prevailing at the time
for comparable transactions with other persons. In the opinion of the Company,
such loans do not involve more than a normal risk of collectibility or present
other unfavorable features. In addition, the Company's banking subsidiaries have
engaged, and in the future may engage, in transactions with such persons and
their affiliates and associates as a depositary of funds, transfer agent,
registrar, fiduciary and provider of other similar services.
During the years ended December 31, 2003, 2002, and 2001, the Company
or its subsidiaries have paid approximately $328,000, $418,000 and $437,000,
respectively, for commercial printing services and office supplies and furniture
from Champion Industries, Inc., Huntington, West Virginia, of which the
Company's Chairman of the Board, Marshall T. Reynolds, is its President and
Chief Executive Officer and a principal shareholder.
The Company or its subsidiaries have paid The Harrah and Reynolds
Corporation, a corporation controlled by Marshall T. Reynolds, approximately
$1,279,000, $1,452,000 and $1,199,000 in 2003, 2002, and 2001, respectively, to
permit employees of the Company and its subsidiaries to participate in a medical
benefit plan sponsored and administered by The Harrah and Reynolds Corporation.
The Company leases its headquarters facility at 2883 Fifth Avenue,
Huntington, West Virginia from River City Properties, LLC, an entity 28.6% owned
by Chairman of the Board of Directors Marshall T. Reynolds and Director Charles
R. Hooten, Jr. The lease, for 5,900 square feet, has a 5 year term with annual
rent of $8.50 per square foot the first year and thereafter inflation adjusted.
The Company believes that the terms of this lease, which were approved by the
Board of Directors, are no less favorable to the Company than those available
from unrelated third parties.
INDEPENDENT PUBLIC ACCOUNTANTS
(Item 2 on Proxy)
At its meeting held on April 21, 2004, the Audit Committee appointed
Crowe Chizek and Company LLC to serve as the Company's independent public
accountants and auditors for the fiscal year ending December 31, 2004. Crowe
Chizek and Company, LLC has served as the Company's independent public
accountants and auditors since the 1995 fiscal year.
Representatives of Crowe Chizek and Company LLC, are expected to be
present at the annual meeting and will be available to respond to appropriate
questions and will have the opportunity to make a statement if they desire to do
so.
Audit Fees
Audit fees and expenses billed to the Company by Crowe Chizek and
Company, LLC for the audit of the Company's financial statements for the fiscal
years ended December 31, 2003 and December 31, 2002, and for review of the
Company's financial statements included in the Company's quarterly reports on
Form 10-Q, are as follows:
Fiscal 2003 Fiscal 2002
$248,250 $108,280
Audit Related Fees
Audit related fees and expenses billed to the Company by Crowe Chizek
and Company, LLC for years 2003 and 2002 for services related to the performance
of the audit or review of the Company's financial statements that were not
included under the heading "Audit Fees", are as follows:
Fiscal 2003 Fiscal 2002
$ 9,040 $ 19,440
Tax Fees
Tax fees and expenses billed to the Company by Crowe Chizek and
Company, LLC for fiscal years 2003 and 2002 for services related to tax
compliance, tax advice and tax planning, consisting primarily of preparing the
Company's federal and state income tax returns for the previous fiscal periods
and inclusive of expenses are as follows
Fiscal 2003 Fiscal 2002
$ 32,430 $ 26,510
All Other Fees
Fees and expenses billed to the Company by Crowe Chizek and Company,
LLC for all other services provided during fiscal years 2003 and 2002 are as
follows:
Fiscal 2003 Fiscal 2002
$ 0 $ 5,000
In 2004, the Audit Committee established a policy whereby the
independent auditor is required to seek pre-approval by the Committee of all
audit and permitted non-audit services by providing a prior description of the
services to be performed and specific estimates for each such service.
The Audit Committee approved all of the services performed by Crowe
Chizek and Company LLC during fiscal 2003.
The Audit Committee of the Board of Directors has considered whether
the provision of non-audit services described above is compatible with
maintaining the independent accountant's independence.
The Company's Board of Directors recommends that shareholders vote
"FOR" ratification of the appointment of Crowe Chizek and Company LLC as the
Company's independent accountants for the 2004 fiscal year.
CODE OF ETHICS
The Board of Directors adopted a Code of Business Conduct and Ethics on
November 19, 2003 that applies to all of the Company's officers, directors and
employees and a Code of Ethics for the Chief Executive Officer, Chief Operating
Officer, Chief Financial Officer and Chief Accounting Officer which supplements
our Code of Business Conduct and Ethics (collectively the "Codes") which are
intended to promote honest and ethical conduct, full and accurate reporting and
compliance with laws. We have filed copies of the Codes with the SEC as an
exhibit to our December 31, 2003 annual report on Form 10-K.
SHAREHOLDER PROPOSALS
Any shareholder proposal intended to be presented at the 2005 Annual
Meeting of Shareholders must be received by the Company by January 14, 2005 in
order to be considered for inclusion in the Proxy Statement for the 2005 Annual
Meeting of Shareholders. In addition, the proxy solicited by the Board of
Directors for the next annual meeting of shareholders will confer discretionary
authority to vote on any shareholder proposal presented at the meeting, unless
the Company is provided with notice of such proposal no later than April 1,
2005. However, even if notice is timely received, the proxies may nevertheless
be entitled to exercise discretionary authority on the matter to the extent
permitted by Securities and Exchange Commission regulations.
OTHER MATTERS
The only matters to be considered at the meeting or any adjournment
thereof, so far as known to the Board of Directors, are those set forth in the
Notice of Annual Meeting of Shareholders and routine matters incident to the
conduct of the meeting. However, if any other matters should properly come
before the meeting or any adjournment thereof, the Board of Directors intends
that the persons named in the accompanying proxy form, or their substitutes,
will vote the shares represented by such proxy form in accordance with their
best judgment on such matters.
By Order of the Board of Directors,
/s/ E. V. Holder, Jr.
----------------------------------
E.V. Holder, JR.
Secretary
Huntington, West Virginia
May 17, 2004
EXHIBIT A
NOMINATING COMMITTEE CHARTER
The nominating committee of the board of directors shall consist of a minimum of
three directors. Members of the committee shall be appointed and may be removed
by the board of directors. All members of the committee shall be independent
directors as defined in the Nasdaq Manual.
The purpose of the committee shall be to assist the board in identifying
qualified individuals to become board members and in determining the composition
of the board of directors and its committees.
In furtherance of this purpose, the committee shall have the following authority
and responsibilities:
1. To lead the search for individuals qualified to become members of the
board of directors and to select director nominees to be recommended to
the board for its approval and to be presented for shareholder approval
at the annual meeting. The committee shall select individuals as
director nominees who shall have the highest personal and professional
integrity, who shall have demonstrated exceptional ability and judgment
and who shall be most effective, in conjunction with the other nominees
to the board, in collectively serving the long-term interests of the
shareholders.
2. To review the board of directors' committee structure and to recommend
to the board for its approval directors to serve as members of each
committee. The committee shall review and recommend committee slates
annually and shall recommend additional committee members to fill
vacancies as needed.
3. To review on an annual basis director compensation and benefits.
The committee shall have the authority to delegate any of its responsibilities
to subcommittees as the committee may deem appropriate in its sole discretion.
The committee shall have the authority to retain any search firm engaged to
assist in identifying director candidates, and to retain outside counsel and any
other advisors as the committee may deem appropriate in its sole discretion. The
committee shall have sole authority to approve related fees and retention terms.
The committee shall report its actions and recommendations to the board after
each committee meeting. The committee shall review at least annually the
adequacy of this charter and recommend any proposed changes to the board for
approval.
Exhibit A Page 1 of 1
EXHIBIT B
PREMIER FINANCIAL BANCORP, INC.
BOARD OF DIRECTORS
Revised as of March 17, 2004
AUDIT COMMITTEE
Charter
I. PURPOSE
The primary function of the Audit Committee is to act on behalf of the Board of
Directors and oversee all material aspects of the Corporation's reporting,
control, and audit functions, particularly the accounting and financial
reporting processes of the Corporation and the audits of the financial
statements of the Corporation, including reviewing: the financial reports and
other financial information provided by the Corporation to any governmental body
or the public; the Corporation's systems of internal controls regarding finance,
accounting, legal compliance and ethics that management, the Committee and the
Board have established; and the Corporation's auditing, accounting and financial
reporting processes generally. Consistent with this function, the Audit
Committee should encourage continuous improvement of, and should foster
adherence to, the corporation's policies, procedures and practices at all
levels. The Audit Committee's primary duties and responsibilities are to:
o Be directly responsible for the appointment, compensation,
retention and oversight of the work of the external auditors
engaged by the Corporation (including resolution of disagreements
between management of the Corporation and such auditors regarding
financial reporting for the purpose of preparing or issuing an
audit report or performing other audit services). The external
auditors shall report directly to the audit committee.
o Serve as an independent and objective party to monitor the
Corporation's financial reporting process and internal control
system.
o Review and appraise the audit efforts of the Corporation's
independent accountants and internal auditing department.
o Provide an open avenue of communication among the independent
accountants, financial and senior management, the internal
auditing department and the Board of Directors.
The Audit Committee will primarily fulfill these responsibilities by carrying
out the activities enumerated in Section IV of this Charter.
Exhibit B Page 1 of 7
II. COMPOSITION
The Audit Committee shall be comprised of three or more directors appointed by
the Board, each of whom shall meet the independence and experience requirements
of the NASD Manual and other applicable laws and regulations. Those requirements
on the date of revision of this charter are listed in Exhibit A (to the Audit
Charter) attached hereto and incorporated herein by reference.
The members of the Committee shall be elected by the Board at the annual
organizational meeting of the Board or until their successors shall be duly
elected and qualified. Unless a Chair is elected by the full Board, the members
of the Committee shall designate a Chair by majority vote of the full Committee
membership.
III. MEETINGS
The Committee shall meet at least four times annually, or more frequently as
circumstances dictate. As part of its job to foster open communications, the
Committee should meet at least annually with management, the director of the
internal auditing department and the independent accountants in separate
executive sessions to discuss any matters the Committee or each of these groups
believe should be discussed privately. In addition, the Committee, or at least
its Chair, should meet with the independent accountants and management quarterly
to review the Corporation's financial statements consistent with IV.4 below.
IV. RESPONSIBILITIES AND DUTIES
To fulfill its responsibilities and duties the Audit Committee shall:
Documents/Reports Review
1. Review and update this Charter periodically, at least annually, as
conditions dictate.
2. Review the organization's annual financial statements and any reports
of other financial information submitted to any governmental body or
the public, including any certification, report, opinion, or review
rendered by the independent accountants.
3. Review the regular internal reports to management prepared by the
internal auditing department and management's response.
4. Review with financial management and the independent accountants the
10-Q prior to its filing or prior to the release of earnings. The Chair
of the Committee may represent the entire Committee for purposes of
this review.
Exhibit B Page 2 of 7
Independent Accountants
5. Be directly responsible for the appointment, retention, compensation
and oversight of the external auditors. The external auditors, in their
capacity as independent public accountants, shall be responsible to the
board of directors and directly to the audit committee as
representatives of the shareholders.
6. On an annual basis, ensure receipt of a formal written statement from
the external auditors consistent with standards set by the Independence
Standards Board. Additionally, the Committee shall discuss with the
auditor relationships or services that may affect auditor objectivity
or independence. If the Committee is not satisfied with the auditors'
assurances of independence, it shall take or recommend to the full
board appropriate action to ensure the independence of the external
auditor.
7. At least annually, review the performance of the independent
accountants and approve any proposed discharge of the independent
accountants when circumstances warrant.
8. Periodically consult with the independent accountants out of the
presence of management about internal controls and the fullness and
accuracy of the organization's financial statements.
9. At least annually preapprove all auditing services and non-auditing
services provided by an external auditor (and shall disclose to
investors in periodic reports required by Section 13(a) of the
Securities Exchange Act of 1934 any approved non-audit services).
Financial Reporting Processes
10. In consultation with the independent accountants and the internal
auditors, review the integrity of the organization's financial
reporting processes, both internal and external, and review any reports
of the chief executive officer, chief financial officer or other
officers disclosing (i) significant deficiencies in the design or
operation of internal controls which could adversely affect the
company's ability to record, process, summarize and report financial
data and (ii) any fraud, whether or not material, that involves
management or other employees who have a significant role in the
company's internal controls.
11. Consider the independent accountants' judgment about the quality and
appropriateness of the Corporation's accounting principles as applied
in its financial reporting.
12. Consider and approve, if appropriate, major changes to the
Corporation's auditing and accounting principles and practices as
suggested by the independent accountants, management or the internal
auditing department.
Exhibit B Page 3 of 7
Process Improvement
13. Establish regular and separate systems of reporting to the Audit
Committee by each of management, the independent accountants and the
internal auditors regarding any significant judgments made in
management's preparation of the financial statements and the view of
each as to appropriateness of such judgments.
14. Following completion of the annual audit, review separately with each
of management, the independent accountants and the internal auditing
department any significant difficulties encountered during the course
of the audit, including any restrictions of the scope of work or access
to required information.
15. Review any significant disagreement among management and the
independent accountants or the internal auditing department in
connection with the preparation of the financial statements.
16. Review with the independent accountants, the internal auditing
department and management the extent to which changes or improvements
to financial or accounting practices, as approved by the Audit
Committee, have been implemented. (This review should be conducted at
an appropriate time subsequent to implementation of changes or
improvements, as decided by the Committee.)
Ethical and Legal Compliance
17. Establish, review and update periodically a Code of Ethical conduct and
ensure that management has established a system to enforce this code.
18. Review management's monitoring of the Corporation's compliance with the
organization's Ethical Code, and ensure management has the proper
review system in place to ensure Corporation's financial statements,
reports and other financial information disseminated to governmental
organizations, and the public satisfy legal requirements.
19. Review activities, organizational structure, and qualifications of the
internal audit department.
20. Review, with the organization's counsel, legal compliance matters
including corporate securities trading policies.
21. Review, with the organization's counsel, any legal matter that could
have a significant impact on the organization's financial statements.
Exhibit B Page 4 of 7
22. Establish procedures for:
(A) the receipt, retention, and treatment of complaints received
by the Corporation regarding accounting, internal accounting
controls, or auditing matters; and
(B) the confidential, anonymous submission by employees of the
Corporation of concerns regarding questionable accounting or
auditing matters.
23. Perform any other activities consistent with this Charter, the
Corporation's By-laws and governing law, as the Committee or the Board
deem necessary or appropriate.
V. EXTERNAL RESOURCES
The committee shall be authorized to access internal and external resources, as
the committee requires, to carry out its responsibilities. The committee may
engage and shall have access to its own independent counsel and other advisors
at the committee's sole discretion. The Corporation shall provide for
appropriate funding, as determined by the committee, for payment of compensation
of the external auditor and any independent counsel and other advisors engaged
by the committee.
Exhibit B Page 5 of 7
EXHIBIT A to AUDIT CHARTER
INDEPENDENCE
(14) "Family Member" means a person's spouse, parents, children and
siblings, whether by blood, marriage or adoption, or anyone residing in
such person's home.
(15) "Independent director" means a person other than an officer or employee
of the company or its subsidiaries or any other individual having a
relationship, which, in the opinion of the company's board of
directors, would interfere with the exercise of independent judgment in
carrying out the responsibilities of a director. The following persons
shall not be considered independent:
(A) a director who is, or at any time during the past three years
was, employed by the company or by any parent or subsidiary of
the company for the current year or any of the past three years;
(B) a director who accepts or who has a Family Member who has
accepted any payments from the company or any parent or
subsidiary of the company in excess of $60,000 during the
current or any of the past three fiscal years, other than
the following: (i) compensation for board or board committee
service; (ii) payments arising solely from investments in the
company's securities; (iii) compensation paid to a Family Member
who is a non-executive employee of the company or a parent or
subsidiary of the company; (iv) benefits under a tax-qualified
retirement plan, or non-discretionary compensation; (v) loans
permitted under Section 13(k) of the Securities and Exchange Act
of 1934. (provided, however, that audit committee members are
subject to heightened requirements under NASD Rule 4350(d) ]
(see (G) below);
(C) a director who is a Family Member of an individual who is, or at
any time during the past three years was, employed by the
company or by any parent or subsidiary of the company as an
executive officer;
(D) a director who is, or has a Family Member who is, a partner in,
or a controlling shareholder or an executive officer of, any
organization to which the company made, or from which the
company received, payments for property or services in the
current or any of the past three fiscal years that exceed 5% of
the recipient's consolidated gross revenues for that year, or
$200,000, whichever is more, other than the following:
(i) payments arising solely from investments in the company's
securities; or
(ii) payments under non-discretionary charitable contribution
matching programs.
(E) a director of the listed company who is, or has a Family Member
who is employed as an executive officer of another entity where
at any time during the past three years any of the executive
officers of the listed company serve on the compensation
committee of such other entity; or
Exhibit B Page 6 of 7
(F) a director who is or has a Family Member who is a current
partner of the company's outside auditor, or was a partner or
employee of the company's outside auditor who worked on the
company's audit at any time during any of the past three years.
(G) a director who, other than in his capacity as a member of the
audit committee, the board of directors or any other board
committee of the corporation, accepts directly or indirectly any
consulting, advisory or other compensatory fee from the company
or any subsidiary, or is an affiliated person of the company or
any subsidiary.
EXPERIENCE
All audit committee members must be able to read and understand
fundamental financial statements, including a company's balance sheet, income
statement, and cash flow statement at the time they join the board. In addition,
at least one audit committee member must have past employment experience in
finance or accounting, requisite professional certification in accounting, or
any other comparable experience or background which results in the individual's
financial sophistication, including being or having been a chief executive
officer, chief financial officer or other senior officer with financial
oversight responsibilities.
Exhibit B Page 7 of 7
PROXY
PREMIER FINANCIAL BANCORP, INC.
PROXY FOR 2004 ANNUAL MEETING OF SHAREHOLDERS
KNOW ALL MEN BY THESE PRESENTS, the undersigned shareholder of PREMIER FINANCIAL
BANCORP, INC. ("Company"), Huntington, West Virginia, does hereby nominate,
constitute and appoint
E.V. HOLDER, JR. and CHARLES R. HOOTEN, JR.
or any of them (with full power to act alone), my true and lawful attorney(s)
and proxy(ies) with full power of substitution, for me and in my name, place and
stead, to vote all of the Common Stock of the company standing in my name on its
books at the close of business on May 7, 2004, at the Annual Meeting of
Shareholders to be held at the Radisson Hotel, 1001 3rd Avenue, Huntington,
West Virginia, on June 16, 2004, at 10:30 a.m. (eastern daylight time), and at
any adjournment thereof, with all the powers the undersigned would possess if
personally present, as follows:
1. ELECTION OF DIRECTORS: To elect as directors the following ten (10)
nominees:
Toney K. Adkins Hosmer A. Brown, III Edsel R. Burns
E.V. Holder, Jr. Charles R. Hooten, Jr. Neal W. Scaggs
Keith F. Molihan Marshall T. Reynolds
Thomas W. Wright Robert W. Walker
FOR |_| WITHHOLD |_| FOR ALL EXCEPT |_|
INSTRUCTION: To withhold authority to vote for any individual nominee,
mark "For All Except" and write that nominee's name in the space provided
below:
-------------------------------------------------------------------------
2. RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS. To ratify the
appointment of Crowe Chizek and Company, LLC as the Company's independent
auditors for the fiscal year ending December 31, 2004.
FOR |_| AGAINST |_| ABSTAIN |_|
3. OTHER BUSINESS. To transact such other matters as may properly be brought
before the Annual Meeting or any adjournment thereof. (The Board of
Directors does not know of any such other matters.)
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL OF THE NOMINEES LISTED IN
ITEM 1 AND A VOTE "FOR" ITEM 2.
Information regarding the matters to be acted upon at the meeting is contained
in the Notice of Annual Meeting of Shareholders and the Proxy Statement
accompanying this proxy.
This proxy is solicited by the Board of Directors and will be voted as
specified and in accordance with the accompanying proxy statement. If no
instruction is indicated, then the above named proxies, or any one of them,
will vote the shares represented "for" all of the nominees listed in Item #1
and "for" Item #2 and in accordance with their discretion on any other
business that may properly come before the meeting.
Please be sure to sign and date this Proxy in the box below.
-----------------
Date
----------------------------- -----------------------------
Stockholder sign above Co-holder (if any) sign above
Detach above card, sign, date and mail in postage paid envelope provided.
PREMIER FINANCIAL BANCORP, INC.
HUNTINGTON, WEST VIRGINIA
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Please sign above exactly as your name(s) appear(s) on your stock
certificate(s). When signing as attorney, executor, administrator, trustee or
guardian, please give full title. If more than one trustee, all should sign.
All joint owners must sign.
An addressed, postage prepaid envelope is enclosed for your convenience in
promptly returning your proxy to the Company. The prompt return of your proxy
will help the Company avoid additional costs in soliciting proxies.
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
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IF YOUR ADDRESS HAS CHANGED, PLEASE CORRECT THE ADDRESS IN THE SPACE PROVIDED
BELOW AND RETURN THIS PORTION WITH THE PROXY IN THE ENVELOPE PROVIDED.
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