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Security Bank (SBKC)

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SBKC » Topics » TABLE OF CONTENTS

This excerpt taken from the SBKC DEF 14A filed Apr 10, 2009.

TABLE OF CONTENTS


ANNUAL MEETING		1
VOTING		1
PROXIES		2
PROPOSAL I—ELECTION OF DIRECTORS		3
CORPORATE GOVERNANCE		7
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		10
EXECUTIVE COMPENSATION		12
COMPENSATION DISCUSSION AND ANALYSIS		12
ADDITIONAL INFORMATION REGARDING EXECUTIVE COMPENSATION		16
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL		23
COMPENSATION COMMITTEE REPORT		27
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION		28
COMPENSATION OF DIRECTORS		28
TRANSACTIONS WITH RELATED PERSONS		30
EQUITY COMPENSATION PLAN INFORMATION		31
PROPOSAL II—RATIFICATION OF SELECTION OF THE INDEPENDENT AUDITORS		32
AUDIT COMMITTEE REPORT		34
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE		35
SOLICITATION OF PROXIES		35
HOUSEHOLDING OF ANNUAL MEETING MATERIALS		35
OTHER MATTERS WHICH MAY COME BEFORE THE ANNUAL MEETING		35
SHAREHOLDER PROPOSALS FOR 2010 ANNUAL MEETING		36
ANNUAL REPORT		36

This excerpt taken from the SBKC DEF 14A filed Nov 24, 2008.

TABLE OF CONTENTS


VOTING		1

PROXIES		2

PROPOSAL I—APPROVAL OF AMENDMENT TO THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF SECURITY BANK CORPORATION TO AUTHORIZE THE ISSUANCE OF SHARES OF PREFERRED STOCK		4

PROPOSAL II—APPROVAL OF AMENDMENT TO THE AMENDED AND RESTATED ARTICLES OF INCORPORATION OF SECURITY BANK CORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF VOTING COMMON STOCK		13

OTHER MATTERS THAT MAY COME BEFORE THE MEETING		16

SHAREHOLDER PROPOSALS FOR 2009 ANNUAL MEETING		16

HOUSEHOLDING MATERIALS		16

INCORPORATION BY REFERENCE		17

APPENDICES

APPENDIX A – PROPOSED AMENDMENTS TO THE AMENDED AND RESTATED ARTICLES OF INCORPORATION		A-1

APPENDIX B – U.S. DEPARTMENT OF TREASURY CAPITAL PURCHASE PROGRAM TERM SHEET		B-1

This excerpt taken from the SBKC DEF 14A filed May 19, 2008.

TABLE OF CONTENTS


VOTING		1

PROXIES		2

BACKGROUND OF THE PROPOSALS		3

PROPOSAL I—APPROVAL OF AN AMENDMENT TO AMENDED AND RESTATED ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES TO INCLUDE NON-VOTING COMMON STOCK		5

PROPOSAL II—APPROVAL OF THE EXCHANGE OF STOCK APPRECIATION RIGHTS FOR NON-VOTING WARRANTS		9

INTEREST OF CERTAIN PERSONS UPON MATTERS TO BE ACTED UPON		11

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		11

OTHER MATTERS WHICH MAY COME BEFORE THE MEETING		13

SHAREHOLDER PROPOSALS FOR 2009 ANNUAL MEETING		13

HOUSEHOLDING MATERIALS		13

ANNUAL REPORT		13

APPENDICES

Appendix A Proposed Amended and Restated Articles of Incorporation		A-1

This excerpt taken from the SBKC DEF 14A filed Apr 1, 2008.

TABLE OF CONTENTS


ANNUAL MEETING MAY 15, 2008		1
PROPOSAL I—ELECTION OF DIRECTORS		3
PROPOSAL II—RATIFICATION OF THE AMENDED AND RESTATED BYLAWS		7
CORPORATE GOVERNANCE		8
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		11
EXECUTIVE COMPENSATION		13
COMPENSATION DISCUSSION AND ANALYSIS		13
ADDITIONAL INFORMATION REGARDING EXECUTIVE COMPENSATION		20
COMPENSATION COMMITTEE REPORT		32
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION		33
COMPENSATION OF DIRECTORS		33
TRANSACTIONS WITH RELATED PERSONS		35
EQUITY COMPENSATION PLAN INFORMATION		36
PROPOSAL III—RATIFICATION OF SELECTION OF THE INDEPENDENT AUDITORS		37
AUDIT COMMITTEE REPORT		39
PROPOSAL IV—SHAREHOLDER PROPOSAL		40
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE		42
SOLICITATION OF PROXIES		42
HOUSEHOLDING OF ANNUAL MEETING MATERIALS		42
OTHER MATTERS WHICH MAY COME BEFORE THE ANNUAL MEETING		43
SHAREHOLDER PROPOSALS FOR 2009 ANNUAL MEETING		43
ANNUAL REPORT		43

APPENDICES

Appendix A Nominating Committee Charter		A-1
Appendix B Compensation Committee Charter		B-1
Appendix C Amended and Restated Bylaws		C-1

SECURITY BANK CORPORATION

This excerpt taken from the SBKC DEF 14A filed Mar 28, 2007.

TABLE OF CONTENTS


ANNUAL MEETING MAY 10, 2007		1

PROPOSAL I—ELECTION OF DIRECTORS		2

PROPOSAL II—APPROVAL OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF SECURITY BANK CORPORATION		7

CORPORATE GOVERNANCE		8

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		11

EXECUTIVE COMPENSATION		13

COMPENSATION DISCUSSION AND ANALYSIS		13

ADDITIONAL INFORMATION REGARDING EXECUTIVE COMPENSATION		19

COMPENSATION COMMITTEE REPORT		28

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION		29

COMPENSATION OF DIRECTORS		29

TRANSACTIONS WITH RELATED PERSONS		31

PROPOSAL III—APPROVAL OF THE SECURITY BANK CORPORATION 2007 OMNIBUS LONG-TERM INCENTIVE PLAN		32

EQUITY COMPENSATION PLAN INFORMATION		38

PROPOSAL IV—RATIFICATION OF SELECTION OF THE INDEPENDENT AUDITORS		39

AUDIT COMMITTEE REPORT		41

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE		42

SOLICITATION OF PROXIES		42

OTHER MATTERS WHICH MAY COME BEFORE THE ANNUAL MEETING		42

SHAREHOLDER PROPOSALS FOR 2008 ANNUAL MEETING		42

ANNUAL REPORT		43

APPENDICES
Appendix A Audit Committee Charter		A-1

Appendix B Nominating Committee Charter		B-1

Appendix C Security Bank Corporation 2007 Omnibus Long-Term Incentive Plan		C-1

SECURITY BANK CORPORATION

This excerpt taken from the SBKC 8-K filed Mar 23, 2007.

TABLE OF CONTENTS


I.	INTRODUCTION	3

	Purpose	3
	Important Information	3

II.	PROMOTING A POSITIVE WORK ENVIRONMENT	4

	Honesty and Integrity.	4
	Sensitivity to and Compliance with Regulation.	4

III.	PROTECTING COMPANY INFORMATION	4

	What is Confidential and Proprietary Information?	4

IV.	FRAUDULENT ACTIVITIES	5

V.	BORROWINGS BY OFFICERS, DIRECTORS, EMPLOYEES, AND OTHER INSIDERS	5

VI.	CONFLICTS OF INTEREST	6

	What is a Conflict of Interest?	6
	Self-Interested Transactions Prohibited	6
	Processing Transactions where you have a Personal Interest	6
	Fair Dealing	7
	Corporate Opportunities.	7

VII.	RECORD KEEPING, ACCOUNTING AND FINANCIAL REPORTING	8

VIII.	IMPLEMENTATION OF THE CODE OF CONDUCTAND ETHICS	8

	Compliance with the Code	8
	Acknowledgement of the Code	9
	Reporting Violations	9
	Waivers	10
	Investigations of Violations	10
	Disciplinary Actions	10
	Corrective Actions	11
	Availability of the Code	11
	Questions Regarding the Code	11

ACKNOWLEDGEMENT		12

This excerpt taken from the SBKC 10-K filed Mar 15, 2007.

Table of Contents


PART I

	Forward Looking Statement Disclosure		2

	Item 1	Business	4

	Item 1A	Risk Factors	17

	Item 1B	Unresolved Staff Comments	23

	Item 2	Properties	23

	Item 3	Legal Proceedings	23

	Item 4	Submission of Matters to a Vote of Security Holders	23

PART II

	Item 5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	24

	Item 6	Selected Financial Data	26

	Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28

	Item 7A	Quantitative and Qualitative Disclosures about Market Risk	62

	Item 8	Financial Statements and Supplementary Data	62

	Item 9	Changes In and Disagreements with Accountants on Accounting and Financial Disclosure	62

	Item 9A	Controls and Procedures	62

	Item 9B	Other Information	63

PART III

	Item 10	Directors, Executive Officers and Corporate Governance	64

	Item 11	Executive Compensation	65

	Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	65

	Item 13	Certain Relationships and Related Transactions, and Director Independence	65

	Item 14	Principal Accountant Fees and Services	65

PART IV

	Item 15	Exhibits and Financial Statement Schedules	65

	Signatures		66

	Index to Exhibits		68

This excerpt taken from the SBKC 10-Q filed May 22, 2006.

TABLE OF CONTENTS


		Page
Explanatory Note		1

Part II

Item 6. Exhibits

Signatures		2

EXCERPTS ON THIS PAGE:

DEF 14A	Apr 10, 2009

DEF 14A	Nov 24, 2008

DEF 14A	May 19, 2008

DEF 14A	Apr 1, 2008

DEF 14A	Mar 28, 2007

8-K	Mar 23, 2007

10-K	Mar 15, 2007

10-Q	May 22, 2006

Security Bank (SBKC)

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