|
PREMIER FINANCIAL
BANCORP, INC.
|
|
(Name
of Registrant as Specified in Its
Charter)
|
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(1)
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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:
|
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.
|
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(1)
|
Amount
Previously Paid:
|
|
(2)
|
Form,
Schedule or Registration Statement
No.:
|
|
(3)
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Filing
Party:
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(4)
|
Date
filed:
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(1)
|
To
elect the nine (9) nominees named in the accompanying proxy statement as
directors to serve until the 2010 Annual Meeting of Shareholders and until
their successors are elected and
qualified;
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(2)
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To
ratify the appointment of Crowe Horwath, LLP as the Company’s independent
accountants for the 2009 fiscal
year;
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(3)
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To
consider and approve an advisory (non-binding) proposal on executive
compensation; and
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(4)
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To
transact such other business as may properly come before the
meeting.
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(1)
|
The
election of the nine nominees named in this proxy statements as directors
of the Company who will serve until the 2010 Annual Meeting and until
their successors are elected and
qualified;
|
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(2)
|
The
ratification of the appointment of Crowe Horwath LLP as the Company's
independent accountants for the fiscal year ending December 31,
2009;
|
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(3)
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To
consider and approve an advisory (non-binding) proposal on executive
compensation; and
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(4)
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The
transaction of such other business as may properly come before the Annual
Meeting.
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NAME
AND ADDRESS
OF
BENEFICIAL OWNER
|
NUMBER
OF SHARES
BENEFICIALLY
OWNED(1)
|
PERCENTAGE
OF
OUTSTANDING
SHARES
|
Marshall
T. Reynolds
P.O.
Box 4040
Huntington,
West Virginia 25729
|
563,425
|
8.8%
|
John
Sheldon Clark
1633
Broadway, 30th Floor
New
York, New York 10019
|
506,095
|
7.9%
|
Tontine
Financial Partners, L.P.
55
Railroad Avenue, 3rd Floor
Greenwich,
Connecticut 06830
|
471,774
|
7.4%
|
(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.
|
Nominee
|
Principal Occupation or
Employment(1)
|
Age
|
Director
of
Company
Continuously
Since
|
Toney
K. Adkins
|
President
and Chief Operating Officer, Champion Industries, Inc. (commercial
printing and
office
supplies)
(2)
|
59
|
7/12/91
|
Hosmer
A. Brown, III
|
Attorney-at-Law
|
88
|
4/18/01
|
Edsel
R. Burns
|
President,
Energy Services of America, Corporation(3)
|
58
|
7/19/00
|
E.V.
Holder, Jr.
|
Attorney-at-law
|
76
|
7/12/91
|
Keith
F. Molihan
|
Retired
Executive Director, Ironton/Lawrence County Area Community Action
Organization
|
66
|
9/14/99
|
Marshall
T. Reynolds
|
Chairman
and Chief Executive Officer, Champion Industries, Inc. (4)
|
72
|
1/19/96
|
Neal
W. Scaggs
|
President,
Baisden Brothers, Inc.
|
73
|
9/8/98
|
Robert
W. Walker
|
President
and Chief Executive Officer of the Company(5)
|
62
|
10/17/01
|
Thomas
W. Wright
|
Owner
and Chairman, NexQuest, Inc. (management company)
|
56
|
4/18/01
|
(1)
|
Except
where otherwise indicated, this principal occupation or employment has
continued during the past five
years.
|
(2)
|
Prior
to becoming President and Chief Operating Officer of Champion Industries
on January 25, 2005, Mr. Adkins served as its Vice President -
Administration since 1996.
|
(3)
|
Prior
to becoming President of Energy Services of America Corporation on October
1, 2008, Mr. Burns 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.
|
Name
of Beneficial Owner
|
Common
Stock
Beneficially
Owned
as of
3/15/2009(1)
|
Exercisable
Options
to
Acquire
Additional
Common
Stock
as of
3/15/2009(2)
|
Percentage
Of
Outstanding
Shares
|
|||||||||
Toney
K. Adkins, Director
|
6,180 |
*
|
||||||||||
Hosmer
A. Brown, III, Director
|
59,451 |
*
|
||||||||||
Edsel
R. Burns, Director (3)
|
787 |
*
|
||||||||||
E.V.
Holder, Jr., Director
|
16,720 |
*
|
||||||||||
Keith
F. Molihan, Director
|
5,826 |
*
|
||||||||||
Marshall
T. Reynolds, Chairman of the Board (4)
|
563,425 |
8.8%
|
||||||||||
Neal
W. Scaggs, Director
|
6,825 |
*
|
||||||||||
Robert
W. Walker, Director & Chief Executive Officer (5)
|
43,572 | 24,418 |
1.1%
|
|||||||||
Thomas
W. Wright, Director
|
33,134 |
*
|
||||||||||
Brien
M. Chase, Chief Financial Officer (6)
|
661 | 12,334 |
*
|
|||||||||
Dennis
J. Klingensmith, Senior Vice President
|
2,758 | 14,000 |
*
|
|||||||||
Scot
A. Kelley, Vice President, Credit Administration
|
641 | 3,500 |
*
|
|||||||||
Katrina
Whitt, Vice President, Human Resources
|
0 | 3,500 |
*
|
|||||||||
All
directors and executive officers as a group (13
in number)
|
739,980 | 57,752 |
12.5%
|
(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.
|
(2)
|
Includes
options that are exercisable or will become exercisable within 60 days of
March 15, 2009.
|
(3)
|
Joint
voting and investment power shared with
spouse.
|
(4)
|
Includes
34,255 shares owned by a controlled corporation and 2,310 shares owned by
spouse, with respect to which reporting person has no voting or investment
power. Mr. Reynolds has pledged 406,870 shares as
collateral.
|
(5)
|
Includes
6,041 shares owned by spouse, with respect to which reporting person has
no voting or investment power.
|
(6)
|
Includes
194 shares owned by spouse, with respect to which reporting person has no
voting or investment power.
|
·
|
Has
reviewed and discussed the audited financial statements with
management;
|
·
|
Has
discussed with the independent auditors the matters required to be
discussed by Statement on Auditing Standards (SAS) 61, as amended
(Codification of Statements on Auditing Standards, AU 380), as adopted by
the Public Company Accounting Oversight Board in Rule 3200T;
and
|
·
|
Has
received the written disclosures and the letter from the independent
accountant required by applicable requirements of the Public Company
Accounting Oversight Board regarding the independent accountant’s
communication with the audit committee concerning independence, and has
with the independent accountant the independent accountant’s
independence.
|
Name
|
Age
|
Position
|
Marshall
T. Reynolds
|
72
|
Chairman
of the Board
|
Robert
W. Walker
|
62
|
President
and Chief Executive Officer
|
Brien
M. Chase
|
44
|
Senior
Vice President and Chief Financial Officer
(Principal
Accounting Officer)
|
Dennis
Klingensmith
|
55
|
Senior
Vice President, Premier
(Chief
Executive Officer, First Central Bank)
|
Scot
A. Kelley
|
52
|
Vice
President, Credit Administration
|
Katrina
Whitt
|
34
|
Vice
President, Human Resources
|
Name
and principal position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
Awards
($)
|
Option
Awards (1)
($)
|
Non-Equity
Incentive
Plan
Compensation
($)
|
Change
in
Pension
Value
And
Nonqualified
Deferred
Compensation
Earnings
($)
|
All
Other
Compensation
(2)
(3)
($)
|
Total
($)
|
Robert
W. Walker
|
2008
|
220,500
|
25,000
|
---
|
22,832
|
---
|
---
|
11,018
|
279,350
|
President
and CEO
|
2007
|
210,000
|
20,000
|
---
|
21,633
|
---
|
---
|
9,820
|
261,453
|
2006
|
200,000
|
20,000
|
---
|
20,747
|
---
|
---
|
9,030
|
249,777
|
|
Brien
M. Chase
|
2008
|
102,000
|
16,500
|
---
|
11,415
|
---
|
---
|
4,411
|
134,326
|
Senior
Vice President
|
2007
|
96,863
|
10,000
|
---
|
10,679
|
---
|
---
|
3,818
|
121,360
|
and
CFO
|
2006
|
92,500
|
10,000
|
---
|
10,373
|
---
|
---
|
3,346
|
116,219
|
Dennis
Klingensmith
|
2008
|
127,100
|
9,000
|
---
|
9,414
|
---
|
---
|
6,507
|
152,021
|
Sr.
Vice President and
|
2007
|
122,200
|
10,000
|
---
|
12,982
|
---
|
---
|
5,975
|
151,157
|
CEO
First Central Bank
|
2006
|
117,500
|
12,500
|
---
|
12,480
|
---
|
---
|
5,432
|
147,912
|
(1)
|
The
amounts reported in this column represent the dollar amount recognized as
expense for financial statement reporting purposes for the years ended
December 31, 2008, 2007 and 2006 for the fair value of stock options
granted to each of the named executive officers in accordance with FAS
123R. Premier's option grants vest in three equal annual
installments and therefore the amount expensed in 2008 includes the first
vesting year of the 2008 option grant, the second vesting year of the 2007
option grant and the third vesting year of the 2006 option
grant. Similarly, the amount expensed in 2007 includes the
first vesting year of the 2007 option grant, the second vesting year of
the 2006 option grant and the third vesting year of the 2005 option grant
and the amount expensed in 2006 includes the first vesting year of the
2006 option grant, the second vesting year of the 2005 option grant and
the third vesting year of the 2004 option grant. Pursuant to
SEC rules, the amounts shown exclude the impact of estimated forfeitures
related to service-based vesting conditions. More information
about stock compensation expense, including the assumptions used in the
calculation of these amounts, is included in footnote 13 to our audited
financial statements for the fiscal year ended December 31, 2008 included
in our Annual Report on Form 10-K filed with the Securities and Exchange
Commission. These amounts reflect the Company's accounting
expense for these awards and do not necessarily correspond to the actual
value that may be ultimately recognized by the named executive
officers.
|
(2)
|
The
Company provides automobiles to Mr. Walker and Mr. Klingensmith due to
their extensive travel for business purposes. The Company's
expense for providing the vehicle for the executive's personal use along
with all other perquisites does not exceed $10,000 and therefore is not
included in this table.
|
(3)
|
All
other compensation consists of the Company's matching contributions to the
executive's 401k plan account and amounts paid by the Company for the
executive's participation in the Company’s benefit
programs.
|
Estimated Future
Payouts
Under Non-Equity
Incentive
Plan
Awards
|
Estimated Future
Payouts
Under Equity Incentive
Plan
Awards
|
All Other
Stock
Awards:
|
All Other
Option
Awards:
|
|
||||||||
Name
|
Grant
Date
|
Threshold
($)
|
Target
($)
|
Maximum
($)
|
Threshold
($)
|
Target
($)
|
Maximum
($)
|
Number of
Shares of
Stock or
Units
(#)
|
Number of
Securities
Underlying
Options
(#)
|
Exercise
or Base
Price of
Option
Awards
($/Sh)
|
Grant Date
Fair Value
of Stock
and
Option Awards
($)
|
|
Robert
W. Walker
|
Feb-20-2008
|
n/a
|
n/a
|
n/a
|
n/a
|
n/a
|
n/a
|
n/a
|
10,000
|
12.92
|
25,500
|
|
Brien
M. Chase
|
Feb-20-2008
|
n/a
|
n/a
|
n/a
|
n/a
|
n/a
|
n/a
|
n/a
|
5,000
|
12.92
|
12,750
|
|
Dennis
J. Klingensmith
|
Feb-20-2008
|
n/a
|
n/a
|
n/a
|
n/a
|
n/a
|
n/a
|
n/a
|
3,000
|
12.92
|
7,650
|
(1)
|
Options
awarded in 2008 vest in three equal annual installments beginning on
February 20, 2009. The exercise price of the options awarded in
2008 was the closing price on February 20, 2008, the date of
grant. The $2.55 per share grant date fair value of each option
awarded was determined using SFAS 123R as more fully described in footnote
13 to Premier's December 31, 2008 Financial
Statements.
|
Option
Awards
|
Stock
Awards
|
||||||||
Name
|
Number
of
Securities
Underlying
Options
(#)
|
Number
of
Securities
Underlying Unexercised
Options
(#)
|
Equity
Incentive
Plan
Awards:
Number
of
Securities
Underlying
Unexercised
Unearned
Options
|
Option
Exercise
Price
|
Option
Expiration
|
Number
of
Shares
or
Units
of
Stock
That
Have
Not
Vested
|
Market
Value
of
Shares
or
Units
of
Stock
That
Have
Not
Vested
|
Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units
or
Other Rights
That
Have Not
Vested
|
Equity
Incentive
Plan
Awards:
Market
or
Payout
Value of
Unearned
Shares,
Units
or
Other Rights
That
Have Not
Vested
|
Exercisable
|
Unexercisable
|
(#)
|
($)
|
Date
|
(#)
|
($)
|
(#)
|
($)
|
|
Robert
W. Walker
|
0
|
10,000
|
n/a
|
12.92
|
Feb-20-2018
|
n/a
|
n/a
|
n/a
|
n/a
|
1,667
|
3,333
|
n/a
|
14.22
|
Jan-17-2017
|
n/a
|
n/a
|
n/a
|
n/a
|
|
3,334
|
1,666
|
n/a
|
16.00
|
Feb-16-2016
|
n/a
|
n/a
|
n/a
|
n/a
|
|
5,000
|
0
|
n/a
|
11.62
|
Jan-19-2015
|
n/a
|
n/a
|
n/a
|
n/a
|
|
4,000
|
0
|
n/a
|
9.30
|
Feb-18-2014
|
n/a
|
n/a
|
n/a
|
n/a
|
|
3,750
|
0
|
n/a
|
7.96
|
Jan-15-2013
|
n/a
|
n/a
|
n/a
|
n/a
|
|
Brien
M. Chase
|
0
|
5,000
|
n/a
|
12.92
|
Feb-20-2018
|
n/a
|
n/a
|
n/a
|
n/a
|
834
|
1,666
|
n/a
|
14.22
|
Jan-17-2017
|
n/a
|
n/a
|
n/a
|
n/a
|
|
1,667
|
833
|
n/a
|
16.00
|
Feb-16-2016
|
n/a
|
n/a
|
n/a
|
n/a
|
|
2,000
|
0
|
n/a
|
11.62
|
Jan-19-2015
|
n/a
|
n/a
|
n/a
|
n/a
|
|
2,000
|
0
|
n/a
|
9.30
|
Feb-18-2014
|
n/a
|
n/a
|
n/a
|
n/a
|
|
2,000
|
0
|
n/a
|
7.96
|
Jan-15-2013
|
n/a
|
n/a
|
n/a
|
n/a
|
|
Dennis
J. Klingensmith
|
0
|
3,000
|
n/a
|
12.92
|
Feb-20-2018
|
n/a
|
n/a
|
n/a
|
n/a
|
1,000
|
2,000
|
n/a
|
14.22
|
Jan-17-2017
|
n/a
|
n/a
|
n/a
|
n/a
|
|
2,000
|
1,000
|
n/a
|
16.00
|
Feb-16-2016
|
n/a
|
n/a
|
n/a
|
n/a
|
|
3,000
|
0
|
n/a
|
11.62
|
Jan-19-2015
|
n/a
|
n/a
|
n/a
|
n/a
|
|
2,500
|
0
|
n/a
|
9.30
|
Feb-18-2014
|
n/a
|
n/a
|
n/a
|
n/a
|
|
2,500
|
0
|
n/a
|
7.96
|
Jan-15-2013
|
n/a
|
n/a
|
n/a
|
n/a
|
Name
|
Fees
Earned
or
Paid
in
Cash
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive
Plan
Compensation
($)
|
Change
in
Pension
Value
and
Nonqualified
Deferred
Compensation
Earnings
($)
|
All
Other
Compensation
($)
|
Total
($)
|
Toney
K. Adkins
|
10,500
|
n/a
|
n/a
|
n/a
|
n/a
|
n/a
|
10,500
|
Hosmer
A. Brown, III
|
10,500
|
n/a
|
n/a
|
n/a
|
n/a
|
n/a
|
10,500
|
Edsel
R. Burns
|
10,500
|
n/a
|
n/a
|
n/a
|
n/a
|
n/a
|
10,500
|
E.V.
Holder, Jr.
|
10,500
|
n/a
|
n/a
|
n/a
|
n/a
|
n/a
|
10,500
|
Keith
F. Molihan
|
10,500
|
n/a
|
n/a
|
n/a
|
n/a
|
n/a
|
10,500
|
Marshall
T. Reynolds
|
10,500
|
n/a
|
n/a
|
n/a
|
n/a
|
n/a
|
10,500
|
Neal
W. Scaggs
|
10,500
|
n/a
|
n/a
|
n/a
|
n/a
|
n/a
|
10,500
|
Robert
W. Walker
|
(1)
|
n/a
|
n/a
|
n/a
|
n/a
|
n/a
|
0
|
Thomas
W. Wright
|
10,500
|
n/a
|
n/a
|
n/a
|
n/a
|
n/a
|
10,500
|
(1)
|
In
accordance with Company policy, as an employee of the Company, Mr. Walker
does not receive any director
compensation.
|
Fiscal 2008 | Fiscal 2007 | ||
$215,000
|
$193,300
|
Fiscal 2008 | Fiscal 2007 | ||
$20,415
|
$32,680
|
Fiscal 2008 | Fiscal 2007 | ||
$42,350
|
$34,650
|
Fiscal 2008 | Fiscal 2007 | ||
$6,275
|
$ 6,275
|
·
|
attract
and retain qualified individuals of high
integrity;
|
·
|
motivate
them to achieve the goals set forth in the Company’s business
plan
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·
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link
executive and stockholder interests through incentive-based
compensation
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·
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enhance
the Company’s performance, measured by both short-term and long-term
achievements.
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T
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PLEASE MARK
VOTES
|
PROXY
|
With-
For
All
For
hold
Except
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||||
AS IN THIS
EXAMPLE
|
PREMIER FINANCIAL BANCORP,
INC.
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PROXY FOR 2009 ANNUAL
MEETING
OF
SHAREHOLDERS
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1. ELECTION OF
DIRECTORS:
To elect as directors the following nine (9)
nominees:
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£ £ £
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KNOW ALL MEN BY THESE PRESENTS,
the undersigned shareholder of PREMIER FINANCIAL BANCORP, INC.
(“Company”), Huntington, West Virginia, does hereby nominate, constitute
and appoint
TONEY
K. ADKINS and KEITH F. MOLIHAN
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 April 29, 2009, at the
Annual Meeting of Shareholders to be held at the Pullman Plaza Hotel, 1001
3rd Avenue, Huntington, West Virginia, on June 17, 2009, 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:
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Toney K.
Adkins Hosmer A. Brown,
III
Edsel R.
Burns
E.V. Holder,
Jr. Keith F.
Molihan Marshall T.
Reynolds
Neal W.
Scaggs Robert W.
Walker Thomas W.
Wright
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.
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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,
2008.
|
Fo
For
Against
Abstain
£ £ £
|
||||||
3. ADVISORY (Non-Binding) PROPOSAL
ON EXECUTIVE COMPENSATION.
To consider and approve an advisory (non-binding) proposal on executive
compensation.
|
For
Against Abstain
£ £ £
|
||||||
4. 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, A VOTE
“FOR” ITEM 2, AND A VOTE "FOR" ITEM 3.
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.
|
|||||||
Please
be sure to sign and date
this
Proxy in the box below.
|
Date
|
||||||
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, “FOR” Item #2 and
"FOR" Item 3 and in accordance with their discretion on any
other business that may properly come before the
meeting.
|
|||||||
Stockholder sign
above
Co-holder (if any) sign above
|
|||||||
à Detach above card, sign, date
and mail in postage paid envelope provided. Ã
|
|||||||
PREMIER FINANCIAL BANCORP,
INC.
HUNTINGTON, WEST
VIRGINIA
|
|||||||
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
|
|||||||
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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