SCHEDULE
14A
(Rule
14a-101)
INFORMATION
REQUIRED IN PROXY STATEMENT
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 o |
|
Check
the appropriate box: |
|
|
o
Preliminary Proxy Statement |
o
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
|
x
Definitive Proxy Statement |
|
|
o
Definitive Additional Materials |
|
|
o
Soliciting Material Pursuant to Rule 14a-11(c) or Rule
14a-12 | |
Glen
Burnie Bancorp
(Name of
Registrant as Specified in Its Charter)
N/A
(Name of
Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
x No fee
required.
o Fee
computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of
each class of securities to which transaction applies:
(2) Aggregate
number of securities to which transaction applies:
o Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2)
and identify the filing for which the offsetting fee was paid previously.
Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
(1) Amount
Previously Paid:
[GLEN
BURNIE BANCORP LETTERHEAD]
April 12,
2005
Dear
Fellow Stockholder:
You are
cordially invited to attend the 2005 Annual Meeting of Stockholders of Glen
Burnie Bancorp (the “Company”) to be held at La Fontaine Bleu, 7514 Ritchie
Highway, Glen Burnie, Maryland on Thursday, May 12, 2005 at 2:00 p.m.
The
accompanying notice and proxy statement describe the formal business to be
transacted at the meeting which includes the election of directors and
authorization for the Board of Directors to select the Company’s auditors for
the 2005 fiscal year.
Enclosed
with this proxy statement are a proxy card and an Annual Report to Stockholders
for the 2004 fiscal year. During the meeting, we will report on the operations
of the Company’s wholly-owned subsidiary, The Bank of Glen Burnie. Directors and
officers of the Company as well as representatives of Trice Geary & Myers
LLC, our independent auditors, will be present to respond to any questions the
stockholders may have.
ON BEHALF
OF THE BOARD OF DIRECTORS, WE URGE YOU TO SIGN, DATE AND RETURN THE ACCOMPANYING
PROXY CARD AS SOON AS POSSIBLE EVEN IF YOU CURRENTLY PLAN TO ATTEND THE ANNUAL
MEETING. This will not prevent you from voting in person but will assure that
your vote is counted if you are unable to attend the meeting. Your vote is
important, regardless of the number of shares you own. If you plan to attend the
meeting, please check the box on the enclosed form of proxy.
| Sincerely, | |
|
John
E. Demyan |
F.
William Kuethe, Jr. |
|
Chairman |
President
and Chief |
|
Executive
Officer |
101
Crain Highway, S.E.
Glen
Burnie, Maryland 21061
(410)
766-3300
To
Be Held on May 12, 2005
NOTICE IS
HEREBY GIVEN that the 2005 Annual Meeting of Stockholders (the “Annual Meeting”)
of Glen Burnie Bancorp (the “Company”) will be held at La Fontaine Bleu, 7514
Ritchie Highway, Glen Burnie, Maryland on Thursday, May 12, 2005 at 2:00 p.m.,
Eastern Time.
A proxy
statement and proxy card for the Annual Meeting accompany this
notice.
The
Annual Meeting has been called for the following purposes:
1. To elect
four directors;
2. To
authorize the Board of Directors to select an outside auditing firm for the 2005
fiscal year; and
3. To
transact such other business as may properly come before the Annual Meeting or
any adjournments thereof.
Any
action may be taken on any one of the foregoing proposals at the Annual Meeting
on the date specified above or on any date or dates to which, by original or
later adjournment, the Annual Meeting may be adjourned. Stockholders of record
at the close of business on April 4, 2005 are the only stockholders entitled to
notice of and to vote at the Annual Meeting and any adjournments
thereof.
You are
requested to complete and sign the accompanying proxy card, which is solicited
by the Board of Directors and to mail it promptly in the accompanying envelope.
The proxy card will not be used if you attend and vote at the Annual Meeting in
person.
|
BY
ORDER OF THE BOARD OF DIRECTORS | |
|
Dorothy
A. Abel | |
|
SECRETARY |
Glen
Burnie, Maryland
April 12,
2005
PROXY
STATEMENT
OF
GLEN
BURNIE BANCORP
101
Crain Highway, S.E.
Glen
Burnie, Maryland 21061
ANNUAL
MEETING OF STOCKHOLDERS
May
12, 2005
This
proxy statement is furnished in connection with the solicitation of proxies by
the Board of Directors (the “Board of Directors” or “Board”) of Glen Burnie
Bancorp (the “Company”) to be used at the 2005 Annual Meeting of Stockholders of
the Company and any adjournments or postponements thereof (hereinafter called
the “Annual Meeting”) which will be held at La Fontaine Bleu, 7514 Ritchie
Highway, Glen Burnie, Maryland on Thursday, May 12, 2005 at 2:00 p.m., Eastern
Time. The accompanying Notice of Annual Meeting and form of proxy and this Proxy
Statement are being first mailed to stockholders on or about April 12,
2005.
Proxies
solicited by the Board of Directors of the Company will be voted in accordance
with the directions given therein. Where
no instructions are given, proxies will be voted for
the nominees named below and for
the proposal to authorize the Board of Directors to select an auditing
firm. The
proxy confers discretionary authority on the persons named therein to vote with
respect to the election of any person as a director where the nominee is unable
to serve or for good cause will not serve, and with respect to matters incident
to the conduct of the Annual Meeting. If any other business is presented at the
Annual Meeting, proxies will be voted by those named therein in accordance with
the determination of a majority of the Board of Directors. Proxies marked as
abstentions will not be counted as votes cast. In addition, shares held in
street name which have been designated by brokers on proxy cards as not voted
will not be counted as votes cast. Proxies marked as abstentions or as broker no
votes, however, will be treated as shares present for purposes of determining
whether a quorum is present.
Stockholders
who execute proxies retain the right to revoke them at any time. Unless so
revoked, the shares represented by properly executed proxies will be voted at
the Annual Meeting and all adjournments thereof. Proxies may be revoked by
written notice to Dorothy A. Abel, the Secretary of the Company, at the address
above or by the filing of a later dated proxy prior to a vote being taken on a
particular proposal at the Annual Meeting. A proxy will not be voted if a
stockholder attends the Annual Meeting and votes in person. The presence of a
stockholder at the Annual Meeting will not revoke such stockholder’s
proxy.
The
securities entitled to vote at the Annual Meeting consist of the Company’s
common stock, par value $1.00 per share (the “Common Stock”). Stockholders of
record as of the close of business on April 4, 2005
(the “Record Date”) are entitled to one vote for each share then held. At the
Record Date, the Company had 2,041,028 shares of Common Stock issued and
outstanding. The presence, in person or by proxy, of at least a majority of the
total number of shares of Common Stock outstanding and entitled to vote will be
necessary to constitute a quorum at the Annual Meeting. Persons and groups
beneficially owning in excess of 5% of the Common Stock are required to file
certain reports with respect to such ownership pursuant to the Securities
Exchange Act of 1934 (the “Exchange Act”). The following table sets forth, as of
the Record
Date, certain information as to the Common Stock beneficially owned by all
persons who were known to the Company to beneficially own more than
5% of the Common
Stock outstanding at the Record Date.
-1-
|
Name
and Address
of
Beneficial Owner |
Amount
and Nature
of
Beneficial
Ownership1 |
Percent
of Shares
Of
Common Stock
Outstanding | ||
|
John
E. Demyan
101
Crain Highway, S.E.
Glen
Burnie, Maryland 21061 |
195,350
|
9.57% | ||
|
Frederick
W. Kuethe, III
377
Swinton Way
Severna
Park, Maryland 21032 |
109,312
2
|
5.36% | ||
|
Eugene
P. Nepa
36
Summerhill Trailer Park
Crownsville,
Maryland 21032 |
164,551
3 |
8.06% | ||
|
Charles
L. and Ruth G. Hein
101
Crain Highway, S.E.
Glen
Burnie, Maryland 21061 |
123,391
4 |
6.05% | ||
|
Marrian
K. McCormick
8
Oak Lane
Glen
Burnie, Maryland 21061 |
116,348
5 |
5.70% |
_____________________________
| 1 | Rounded to nearest whole share. For purposes of this table, a person is deemed to be the beneficial owner of any shares of Common Stock if he or she has or shares voting or investment power with respect to such Common Stock or has a right to acquire beneficial ownership at any time within 60 days from the Record Date. As used herein, “voting power” is the power to vote or direct the voting of shares and “investment power” is the power to dispose or direct the disposition of shares. Except as otherwise noted, ownership is direct, and the named individuals or group exercise sole voting and investment power over the shares of the Common Stock. |
| 2 | Includes 14,587 shares held jointly, 593 shares held by Mr. Kuethe individually, 4,468 shares held by Mr. Kuethe for the benefit of a minor child, 269 shares held by Mrs. Kuethe individually, and 4,467 shares held by Mrs. Kuethe for the benefit of a minor child. Each disclaims beneficial ownership to the shares owned individually by the other. Also includes 84,000 shares held by Mr. Kuethe as one of the trustees for The Kuethe Family Educational Trust. |
| 3 | Includes 7,948 shares held individually, 132,723 shares held by the Eugene P. Nepa Revocable Trust, and 23,880 shares held in Mr. Nepa’s Individual Retirement Account (“IRA”). |
| 4 | Includes 17,620 shares held jointly, 162 shares held by Mr. Hein individually, and 20,589 shares held by Mr. and Mrs. Hein jointly with others. Mrs. Hein disclaims beneficial ownership to the shares owned individually by Mr. Hein. Also includes 42,158 shares held by Mr. Hein jointly with others and 42,862 shares held by Mrs. Hein jointly with others. |
| 5 | Includes 3,986 shares held by Mrs. McCormick individually, 11,493 shares held by Mrs. McCormick for the benefit of minor children, 16,869 shares held by Mrs. McCormick jointly with others, and 84,000 shares held by Mrs. McCormick as one of the trustees for The Kuethe Family Educational Trust. |
The Board
of Directors currently consists of 11 directors. Under the Company’s Articles of
Incorporation, directors are divided into three classes and elected for terms of
three years each and until their successors are elected and qualified. The Board
has nominated John E. Demyan., Charles Lynch, Jr., Frederick W. Kuethe, III, and
Mary Lipin Wilcox for election as directors to serve for terms of three years
each and until their successors are elected and qualified. Under Maryland law,
directors are elected by a plurality of all votes cast at a meeting at which a
quorum is present.
-2-
Unless
contrary instruction is given, the persons named in the proxies solicited by the
Board of Directors will vote each such proxy for the election of the named
nominees. If any of the nominees is unable to serve, the shares represented by
all properly executed proxies which have not been revoked will be voted for the
election of such substitute as the Board may recommend or the Board may reduce
the size of the Board to eliminate the vacancy. At this time, the Board does not
anticipate that any nominee will be unavailable to serve.
The
following table sets forth, for each nominee and each continuing director, his
or her name, age as of the Record Date, the year he or she first became a
director of the Company, the expiration of his or her current term, and whether
such individual has been determined by the Board to be “independent” as defined
in Rule 4200(a)(15) of the listing standards of the National Association of
Securities Dealers (NASD). Each nominee and continuing director is also a member
of the Board of Directors of The Bank of Glen Burnie (the “Bank”) and GBB
Properties, Inc. (“GBB Properties”). There are no known arrangements or
understandings between any director or nominee for director of the Company and
any other person pursuant to which such director or nominee has been selected as
a director or nominee.
|
Name |
Age |
Director
Since |
Current
Term to
Expire |
Independent |
|
Board
Nominees for Term to Expire in 2008 | ||||
|
John
E. Demyan |
57 |
1995 |
2005 |
No |
|
Charles
Lynch, Jr. |
51 |
2003 |
2005 |
Yes |
|
F.
W. Kuethe, III |
45 |
1992 |
2005 |
No |
|
Mary
Lou Wilcox |
56 |
1997 |
2005 |
Yes |
|
Directors
Continuing in Office | ||||
|
Alan
E. Hahn |
69 |
1997 |
2006 |
Yes |
|
Shirley
E. Boyer |
68 |
1995 |
2006 |
Yes |
|
Michael
G. Livingston |
51 |
2005 |
2006 |
No |
|
F.
William Kuethe, Jr. |
72 |
1995 |
2007 |
No |
|
Thomas
Clocker |
70 |
1995 |
2007 |
Yes |
|
William
N. Scherer, Sr. |
81 |
1995 |
2007 |
Yes |
|
Karen
B. Thorwarth |
47 |
1995 |
2007 |
Yes |
Presented
below is certain information concerning the nominees and directors continuing in
office. Unless otherwise stated, all directors and nominees have held the
positions indicated for at least the past five years.
John
E. Demyan has been
Chairman of the Board of the Company, the Bank and GBB Properties since 1995. He
previously served as a director of the Company and the Bank from 1990 through
1994. He completed the Maryland Banking School in 1994. He is the owner and
manager of commercial and residential properties in northern Anne Arundel
County, Maryland. Mr. Demyan is also a commercial multi-engine pilot and flight
instructor. He is an active volunteer with Angel Flight Mid-Atlantic, an
organization that provides free air transportation for medical treatments to
individuals who have exhausted their resources as a result of their medical
condition.
Frederick
W. Kuethe, III has been
a Vice President of the Company since 1995 and a director of the Bank since
1988. In addition to his active participation on the board, he also works in
software design and systems integration at Northrop Grumman Corp. (formerly
Westinghouse Electric Corporation). He is a graduate of the Maryland Banking
School. Frederick W. Kuethe, III is the son of F. William Kuethe,
Jr.
Mary
Lipin Wilcox is a
teacher at Belle Grove Elementary School in Brooklyn Park, Maryland. She is an
active member of her church, the teacher’s association and the community. She
has served on the Glen Burnie Improvement Association’s Carnival Banking
Committee for over 35 years as well as serving on other Carnival
committees.
-3-
Charles
Lynch, Jr. is
President of The General Ship Repair Corporation in Baltimore, Maryland and has
nearly 30 years of experience in marine engineering and ship repair. He holds a
Bachelor of Science degree in Industrial Engineering, with a minor in Ocean
Engineering, from the University of Miami and serves on the Baltimore Maritime
Museum’s Board of Directors. He is an active member of the Annapolis Yacht Club
and St. Annes Episcopal Church in Annapolis, Maryland.
Alan
E. Hahn has 10
years of experience managing electronic data in the banking industry along with
planning, administering and evaluating data systems. He served 20
years with the
United States Air Force before
retiring and continuing his work in information systems. He currently serves as
Chairman of the Bank’s Data Processing Committee and Chairman of the Bank’s
Compensation and Benefits Committee. Mr. Hahn is the owner/manager of various
residential properties in Anne Arundel County, Maryland.
Shirley
E. Boyer is the
owner/manager of a large number of residential properties in Anne Arundel
County, Maryland. She has 13 years experience in the local banking industry
where she was given progressive responsibilities, holding positions from Teller
to Assistant Branch Manager.
Michael
G. Livingston was
appointed Deputy Chief Executive Officer and Executive Vice President in August
2004 and became a Director on January 1, 2005. Mr. Livingston was a Senior Vice
President from January 1998 until August 2004 and had been Chief Lending Officer
of the Bank from 1996 until August 2004. He served as Deputy Chief Operating
Officer from February 14, 2003 through December 31, 2003 and was appointed the
Chief Operating Officer effective January 1, 2004.
F.
William Kuethe, Jr. has
served as President and Chief Executive Officer of the Company and the Bank
since 1995. He also served as a director of the Bank from 1960 through 1989. He
was formerly President of Glen Burnie Mutual Savings Bank from 1960 through
1995. Mr. Kuethe, a former licensed appraiser and real estate broker, has
banking experience at all levels. F. William Kuethe, Jr. is the father of
Frederick W. Kuethe, III.
Thomas
Clocker has been
the owner/operator of Angel’s Food Market in Pasadena, Maryland since 1960. He
served on the Mid-Atlantic Food Association’s board of directors for nine years
and is a founding member of the Pasadena Business Association. Mr. Clocker is
actively involved in the community as a supporter of local schools, athletic
associations and scouting groups.
William
N. Scherer, Sr. has been
a member of the local business community since 1952 when he owned and operated
an accounting and tax business. After graduating from law school in 1962, he
opened a law practice in Glen Burnie. He currently specializes in wills and
estates. He previously operated Scherer’s Market in Jessup, Maryland from 1960
to 2004. Mr. Scherer is chairman of the Audit Committee. Mr. Scherer is past
director of the Chartwell Golf and Country Club and past director of the Mariner
Sands Chapel.
Karen
B. Thorwarth is a
Certified Insurance Counselor and a licensed agent. She has 24 years of
experience including commercial property and casualty insurance, marketing, and
underwriting of commercial boat and pleasure yacht insurance.
The Board
of Directors periodically reviews its corporate governance policies and
procedures to ensure that the Company meets the highest standards of ethical
conduct, reports results with accuracy and transparency, and maintains full
compliance with the laws, rules and regulations which govern the Company’s
operations.
Meetings
and Committees of the Board of Directors
Board
of Directors. The
Board of Directors consists of eleven members, holds regular monthly meetings
and special meetings as needed. During the year ended December 31, 2004, the
Board met 13 times. No incumbent director attended fewer than 75% of the total
number of meetings of the Board of Directors of the Company or the Bank held
during 2004 and the total number of meetings held by all committees on which the
director served during such year. Board members are expected to attend the
Annual Meeting of Stockholders, and all incumbent directors attended the 2004
Annual Meeting of Stockholders.
Audit
Committee. The
Bank’s Audit Committee acts as the audit committee for the Company and currently
consists of Directors William N. Scherer, Sr., Shirley E. Boyer, Karen B.
Thorwarth, Alan E. Hahn and Thomas Clocker. During the year ended December 31,
2004, the Audit Committee met 18 times.
-4-
The Audit
Committee monitors internal accounting controls, meets with the Bank’s Internal
Auditor to review internal audit findings, recommends independent auditors for
appointment by the Board, and meets with the Company’s independent auditors
regarding these internal controls to assure full disclosure of the Company’s
financial condition. Each member of the Audit Committee is independent, as
defined in Rule 4200(a)(15) of the listing standards of the NASD, meets the
criteria for independence set forth in Rule 10A-3(b)(1) promulgated under the
Exchange Act, and otherwise meets the criteria for Audit Committee membership
set forth in applicable NASD rules. In addition, each member of the Audit
Committee is able to read and understand fundamental financial statements,
including a company’s balance sheet, income statement, and cash flow statement.
Additionally at least one member of the Committee has past employment experience
in finance or accounting and the requisite professional certification in
accounting, which results in the individual’s financial sophistication. The
Audit Committee does not include an “audit committee financial expert” (as
defined in applicable Securities and Exchange Commission (SEC) rules), because
the Board of Directors believes that the benefits provided by the addition to
the Audit Committee of an individual who meets the SEC criteria at this time do
not justify the cost of retaining such an individual.
The Board
of Directors of the Company has adopted a written charter for the Audit
Committee, which is attached to this Proxy Statement as Appendix A.
Employee
Compensation and Benefits Committee. The
Bank’s Employee Compensation and Benefits Committee acts as the compensation
committee for the Company and is composed of Directors Alan E. Hahn, Shirley E.
Boyer, F. William Kuethe, Jr., John E. Demyan, William N. Scherer, Sr.,
Frederick W. Kuethe, III, Thomas Clocker, and Karen Thorwarth. The purpose of
the Compensation Committee is to evaluate and ascertain the appropriateness of
compensation levels pertaining to the officers of the Bank, other than the Chief
Executive Officer and the other executive officers of the Bank (which are
determined by the full Board of Directors and must
be approved by a majority of the independent directors). This
Committee met six times during 2004.
Nominations. The
Company’s full Board of Directors acts as a nominating committee for the annual
selection of its nominees for election as directors, and nominees must be
approved by a majority of the independent directors. The Board of Directors held
one meeting
during 2005 in order to make nominations for directors. The Board of Directors
believes that the interests of the Company’s stockholders are served by
relegating the nominations process to the full Board, the significant majority
of which are independent from management. While the Board of Directors will
consider nominees recommended by stockholders, it has not actively solicited
recommendations from the Company’s stockholders for nominees, nor established
any procedures for this purpose. In considering prospective nominees, the Board
of Directors will consider the prospect’s relevant financial and business
experience, familiarity with and participation in the Bank’s market area, the
integrity and dedication of the prospect, his independence and other factors the
Board deems relevant. The Board of Directors will apply the same criteria to
nominees recommended by stockholders as those recommended by the full Board.
Nominations by stockholders must comply with certain informational requirements
set forth in Article III, Section 1 of the Company’s Bylaws. See “Stockholder
Proposals” elsewhere in this Proxy Statement.
Director
Compensation
Director’s
Fees.
Currently, all directors are paid a fee of $1,000 for each combined regular or
special meeting of the Company and the Bank attended, with fees paid for one
excused absence. In addition to the foregoing director’s fees, Mr. Demyan is
compensated at the rate of $30,000 per annum for the additional responsibilities
of serving as the Chairman of the Board. Directors (other than F. William
Kuethe, Jr. who receives no fees for committee meetings) are paid an additional
fee of $200 for each committee meeting attended with fees paid for up to two
excused absences. The Chairman of each Committee is paid $300 for each committee
meeting attended.
Executive
and Director Deferred Compensation Plan. The
Bank’s Board of Directors has adopted The Bank of Glen Burnie Executive and
Director Deferred Compensation Plan pursuant to which participating directors
may elect to defer all or a portion of their fees on a pre-tax basis. Deferred
fees are held in a trust account and invested as directed by the participant.
Participants are fully
vested in their accounts at all times and may elect
to have
their accounts paid out in a lump sum or in equal installments over a period of
five, ten or fifteen years beginning on a date no earlier than three years after
the initial deferral election. Upon a participant’s death, any amounts remaining
in their account will be paid to their beneficiaries.
Director
Health Plan. All
directors have the right to participate in the Bank’s health insurance plan.
Under the terms of the plan, the Bank pays 80% of the premiums for participating
directors and their spouses. For the 2004 calendar year, Thomas Clocker, Karen
B. Thorwarth and Shirley E. Boyer participated in the plan, and the Company paid
$11,682, $11,795 and $11,682 of the premiums, respectively.
-5-
Code
of Ethics
The
Company has adopted a Code of Business Conduct and Ethics that is designed to
promote the highest standards of ethical conduct by the Company’s and the Bank’s
directors, executive officers and employees. The Code of Business Conduct and
Ethics has been posted on the Bank’s website, www.bankofglenburnie.com.
Communications
with the Board
The Board
of Directors has not established a formal process for stockholders to send
communications to the Board. Due to the infrequency of stockholder
communications to the Board, the Board does not believe that a formal process is
necessary. Furthermore, all of the Company’s Board members are residents of the
communities served by the Bank and where most of the Company’s stockholders
reside, and therefore are accessible to the great majority of the Company’s
stockholders.
The
following table sets forth information with respect to the beneficial ownership
of the shares of Common Stock as of the Record Date by (i) each executive
officer of the Company named in the Summary Compensation Table included
elsewhere in this Proxy Statement, (ii) each current director and each nominee
for election as a director and (iii) all directors and executive officers of the
Company as a group.
|
Name |
Amount
And Nature of Beneficial
Ownership (1) |
Percent
of Class |
|||||
|
F.
William Kuethe, Jr. |
48,618 |
(2) |
2.38 |
% | |||
|
Thomas
Clocker |
8,104 |
(3) |
0.40 |
% | |||
|
William
N. Scherer, Sr. |
11,243 |
(4) |
0.55 |
% | |||
|
Karen
B. Thorwarth |
1,568 |
0.08 |
% | ||||
|
John
E. Demyan |
195,350
|
9.57 |
% | ||||
|
F.
W. Kuethe, III |
109,312 |
(5) |
5.36 |
% | |||
|
Mary
Lou Wilcox |
1,493 |
0.07 |
% | ||||
|
Michael
G. Livingston |
1,520 |
(6) |
0.07 |
% | |||
|
Alan
E. Hahn |
14,441 |
(7) |
0.71 |
% | |||
|
Shirley
E. Boyer |
15,110 |
(8) |
0.74 |
% | |||
|
Charles
Lynch, Jr. |
15,386 |
(9) |
0.75 |
% | |||
|
All
directors, nominees and executive officers as a group (12
persons) |
424,050 |
20.78 |
% | ||||
_____________________________
| (1) | Rounded to nearest whole share. For the definition of “beneficial ownership,” see footnote (1) to the table in the section entitled “Voting Securities and Principal Holders Thereof.” Unless otherwise noted, ownership is direct and the named individual has sole voting and investment power. |
| (2) | Includes 20,135 shares held jointly with others and 18,000 shares held by The Kuethe Family Trust, of which he and his spouse are trustees. |
| (3) | Includes 6,405 shares as to which he shares voting and investment power. |
| (4) | Includes 10,376 shares as to which he shares voting and investment power. |
| (5) | See footnote (2) to the table in the section entitled “Voting Securities and Principal Holders Thereof”. |
| (6) | Includes 1,420 shares to which he shares voting and investment power. |
| (7) | Includes 6,656 shares to which he shares voting and investment power and 7,323 shares held in his IRA. |
| (8) | Includes 13,684 shares as to which she shares voting and investment power. |
| (9) | Includes 5,313 shares held for the benefit of two minor children and 1,179 shares held by Mrs. Lynch. Each disclaims beneficial ownership to the shares owned individually by the other. |
-6-
The
Bank's Employee Compensation and Benefits Committee acts as the compensation
committee for the Company and determines the appropriateness of compensation
levels pertaining to the officers of the Bank, other than the Chief Executive
Officer and the other executive officers of the Bank (which are determined by
the full Board of Directors based upon data provided by, and recommendations of,
the Committee, and must be approved by a majority of the independent
directors). The overall goal of the Committee is the establishment of
compensation policies designed to attract, motivate, reward and retain qualified
employees who will execute the Company's strategic goals and thereby increase
the value created for shareholders.
The
Committee and Board review annually the compensation of the executive officers
to insure that the Bank's compensation programs are related to the Bank's
financial performance and consistent generally with banks of comparable size in
the area. The Committee and the Board of Directors establish the
compensation paid to executive officers based upon the individual performance of
the executive officer and the overall performance of the Bank. In
assessing the performance of an individual executive officer, the Committee
considers the executive officer's historical performance, degree of
responsibility, level of experience, length of service, contribution to the
performance of the Company and commitment to meeting strategic goals. With
respect to the salary of the Company's Chief Executive Officer, Mr. Kuethe has
voluntarily limited his base salary to its current level.
Bonuses
are discretionary and are generally granted to executive officers based on the
extent to which the Company achieves annual performance objectives, as
established by the Board of Directors. Such performance objectives include
dividend growth, asset growth and performance and earnings
performance.
In
addition, executive officers are entitled to participate in the employee
benefits offered to all employees of the Bank.
|
EMPLOYEE COMPENSATION
AND BENEFITS COMMITTEE | |
|
Shirley
E. Boyer |
Alan
E. Hahn |
|
Thomas
Clocker |
F.
William Kuethe, Jr. |
|
John
E. Demyan |
William
N. Scherer, Sr. |
|
F.
W. Kuethe, III |
Karen
B. Thorwarth |
Summary
Compensation Table
The
following table sets forth information regarding the cash and noncash
compensation awarded to or earned during the past three fiscal years by the
Company’s Chief Executive Officer and by each executive officer whose salary and
bonus earned in fiscal year 2004 exceeded $100,000 for services rendered in all
capacities to the Company and its subsidiaries.
|
Annual
Compensation |
|||||
Name
and
Principal
Position |
Year |
Salary |
Bonus |
Other
Annual Compensation |
All
Other Compensation |
|
F.
William Kuethe, Jr. |
2004 |
$83,846 |
$20,000 |
$
— |
$32,100
(1) |
|
President
and Chief |
2003 |
80,000 |
20,000 |
$
— |
$23,389
(1) |
|
Executive
Officer |
2002 |
31,923
|
17,000 |
$
— |
$19,613
(1) |
|
Michael
Livingston |
2004 |
$114,616 |
$17,500 |
$
— |
$17,944
(2) |
|
Executive
Vice President, Chief |
2003 |
$94,643 |
$13,500 |
$ —
|
$15,382
(2) |
|
Operating
Officer and Deputy Chief Executive Officer |
2002 |
$85,033 |
$
7,183 |
$
— |
$12,862
(2) |
_____________________________
-7-
| (1) |
Mr.
Kuethe’s “Other Compensation” for 2004 consisted of $12,000 in directors’
fees, $5,105 as a 5% employer contribution and $8,745 as a Company profit
sharing contribution to The Bank of Glen Burnie 401(K) Profit Sharing
Plan, and $6,250 representing the dollar value to Mr. Kuethe of the
premiums on a term life insurance policy for his benefit; for 2003
consisted of $9,600 in directors’ fees, $4,533 as a 5% employer
contribution and $8,193 as a Company profit sharing contribution to The
Bank of Glen Burnie 401(K) Profit Sharing Plan, and $1,063 representing
the dollar value to Mr. Kuethe of the premiums on a term life insurance
policy for his benefit; and for 2002 consisted of $10,400 in directors’
fees, $3,012 as a 5% employer contribution and $5,276 as a Company profit
sharing contribution to The Bank of Glen Burnie 401(K) Profit Sharing
Plan, and $925 representing the dollar value to Mr. Kuethe of the premiums
on a term life insurance policy for his
benefit. |
| (2) |
Mr.
Livingston became Executive Vice President and Deputy Chief Executive
Officer in August 2004 and became a Director on January 1, 2005. Mr.
Livingston’s “Other Compensation” for 2004 consisted of $6,428 as a 5%
employer contribution and $11,013 as a Company profit sharing contribution
to The Bank of Glen Burnie 401(K) Profit Sharing Plan, and $503
representing the dollar value to Mr. Livingston of the premiums on a term
life insurance policy for his benefit; for 2003 consisted of $5,416 as a
5% employer contribution and $9,789 as a Company profit sharing
contribution to The Bank of Glen Burnie 401(K) Profit Sharing Plan, and
$177 representing the dollar value to Mr. Livingston of the premiums on a
term life insurance policy for his benefit; for 2002 consisted of $4,619
as a 5% employer contribution and $8,089 as a Company profit sharing
contribution to The Bank of Glen Burnie 401(K) Profit Sharing Plan, and
$154 representing the dollar value to Mr. Livingston of the premiums on a
term life insurance policy for his benefit. |
Change
in Control Severance Plan
In August
2001, the Board of Directors of the Company and the Bank approved amendments to
the Company’s and the Bank’s Change-in-Control Severance Plan, to include the
named executive officers in the Plan’s coverage. Under the terms of the Plan, in
the event the executive voluntarily terminates his employment within two years
following a change in control, or in the event the Executive’s employment is
terminated by the Bank (or its successor) for any reason, other than cause,
within two years following a change in control, the executive is entitled to
receive an amount equal to the aggregate
present value of 2.99 times the executive’s average annual taxable compensation
from the Bank and the Company for the prior five complete years (or the number
of years during which the executive was employed by the Bank, if less). The
payment will be made either in a lump sum or in installments, at the option of
the executive.
Transactions
with Management
All
currently outstanding loans to directors and executive officers were made in the
ordinary course of business of the Bank and on substantially the same terms,
including interest rates and collateral, as those prevailing at the time for
comparable transactions with other persons and did not involve more than the
normal risk of collectibility or present other unfavorable
features.
Compensation
Committee Interlocks and Insider Participation
As stated
above (See “Corporate Governance - Employee
Compensation and Benefits Committee”),
the
Compensation Committee determines the compensation levels for the officers of
the Bank, other than the executive officers of the Bank which are determined by
the full Board of Directors and must be approved by a majority of the
independent directors. F. William Kuethe, Jr., President and Chief Executive
Officer of the Company and the Bank, serves on the Board and on the Compensation
Committee, and Michael Livingston, Executive Vice President and Chief Operating
Officer of the Company and the Bank was elected to the Board effective January
1, 2005. No executive officer of the Company or the Bank serves or has served as
a member of the compensation committee of another entity, one of whose executive
officers serves on the Compensation Committee of the Bank. No executive officer
of the Company or the Bank serves or has served as a director of another entity,
one of whose executive officers serves on the Compensation Committee of the
Company or the Bank.
The
following graph compares the cumulative total return on the Common Stock during
the five years ended December 31, 2004 with that of a broad market index (Nasdaq
Composite), and a peer group consisting of publicly traded Maryland, Virginia
and District of Columbia commercial banks with total assets between $200 million
and $500 million (“Peer Group”). The Peer Group is comprised of Alliance
Bankshares Corporation, Benchmark Bankshares, BOE Financial Services of
Virginia, Inc.,Central Virginia Bankshares, Inc., Fauquier Bankshares, Inc.,
First National Corporation, James Monroe Bancorp, Inc., Millennium Bankshares
Corporation, Monarch Bank, Shore Financial Corporation, Abigail Adams National
Bancorp, Inc., and Carrollton
Bancorp. The graph
assumes $100 was invested on December 31, 1999 in the Common Stock and in each
of the indices and assumes reinvestment of dividends.
-8-
Total
Return Analysis |
|
|
|
|
|
|
|||||||||||||
|
|
12/31/1999 |
12/31/2000 |
12/31/2001 |
12/31/2002 |
12/31/2003 |
12/31/2004 |
|||||||||||||
|
Glen
Burnie Bancorp |
$ |
100.00 |
$ |
81.54 |
$ |
139.34 |
$ |
182.39 |
$ |
316.61 |
$ |
307.19 |
|||||||
|
Peer
Group |
$ |
100.00 |
$ |
91.19 |
$ |
131.60 |
$ |
163.35 |
$ |
264.29 |
$ |
293.59 |
|||||||
|
Nasdaq
Composite |
$ |
100.00 |
$ |
60.82 |
$ |
48.18 |
$ |
33.13 |
$ |
49.95 |
$ |
54.53 |
|||||||
|
Source:
Zacks Investment Research. |
|||||||||||||||||||
The Audit
Committee has reviewed and discussed with management the annual audited
financial statements of the Company and its subsidiaries.
The Audit
Committee has discussed with Trice Geary & Myers LLC, the independent
auditors for the Company for 2004, the matters required to be discussed by
Statement on Auditing Standards 61. The Audit Committee has received the written
disclosures and the letter from the independent auditors required by Independent
Standards Board Standard No. 1 and has discussed with the independent auditors
the independent auditors' independence.
Based on
the foregoing review and discussions, the Audit Committee recommended to the
Company’s Board of Directors that the audited financial statements be included
in the Company’s Annual Report on Form 10-K for the year 2004 for filing with
the Securities and Exchange Commission.
|
AUDIT
COMMITTEE | |
|
William
N. Scherer, Sr.,
Chairman |
Alan
E. Hahn |
|
Shirley
E. Boyer |
Karen
B. Thorwarth |
|
Thomas
Clocker |
|
Selection
of Auditors
Trice
Geary & Myers LLC, which was the Company’s independent auditing firm for the
2004 fiscal year, is expected to be retained by the Audit Committee of the Board
of Directors to be the Company’s independent auditors for the 2005 fiscal year.
A representative of Trice Geary & Myers LLC is expected to be present at
the Annual
Meeting to respond to appropriate questions from stockholders and will have the
opportunity to make a statement if he or she so desires. The
Board of Directors recommends a vote FOR the proposal to authorize the Board of
Directors to accept the selection of the Audit Committee of an outside auditing
firm for the ensuing year.
-9-
Disclosure
of Independent Auditor Fees
The
following is a description of the fees billed to the Company by Trice Geary
& Myers LLC (“TGM”) during the years ended December 31, 2003 and
2004:
Audit
Fees. Audit
fees include fees paid by the Company to TGM in connection with the annual audit
of the Company’s consolidated financial statements, and review of the Company’s
interim financial statements. Audit fees also include fees for services
performed by TGM that are closely related to the audit and in many cases could
only be provided by our independent auditors. Such services include consents
related to SEC and other regulatory filings. The aggregate fees billed to the
Company by TGM for audit services rendered to the Company for the years ended
December 31, 2003 and December 31, 2004 totaled $81,320 and $80,598,
respectively.
Audit
Related Fees. Audit
related services include due diligence services related to mergers and
acquisitions, accounting consultations, and employee benefit plan audits. The
aggregate fees billed to the Company by TGM for audit related services rendered
to the Company for the years ended December 31, 2003 and December 31, 2004
totaled $24,546 and $7,285, respectively.
Tax
Fees. Tax
fees include corporate tax compliance, counsel and advisory services. The
aggregate fees billed to the Company by TGM for the tax related services
rendered to the Company for the years ended December 31, 2003 and December 31,
2004 totaled $4,815 and $8,752, respectively.
All
Other Fees. The
aggregate fees billed to the Company by TGM for all other services rendered to
the Company for matters such as general consulting services and services in
connection with annual and special meetings of stockholders for the years ended
December 31, 2003 and December 31, 2004 totaled $11,964 and $ 5,044,
respectively.
Approval
of Independent Auditor Services and Fees
The
Company’s Audit Committee reviews all fees charged by the Company’s independent
auditors, and actively monitors the relationship between audit and non-audit
services provided. The Audit Committee must pre-approve all audit and non-audit
services provided by the Company’s independent auditors and fees
charged.
The Board
of Directors is not aware of any business to come before the Annual Meeting
other than those matters described above in this proxy statement and matters
incident to the conduct of the Annual Meeting. However, if any other matters
should properly come before the Annual Meeting, it is intended that proxies in
the accompanying form will be voted in respect thereof in accordance with the
determination of a majority of the named proxies.
Pursuant
to regulations promulgated under the Exchange Act, the Company’s officers,
directors and persons who own more than ten percent of the outstanding Common
Stock (“Reporting Person”) are required to file reports detailing their
ownership and changes of ownership in such Common Stock, and to furnish the
Company with copies of all such reports. Based on the Company’s review of such
reports which the Company received during the last fiscal year, or written
representations from Reporting Persons that no annual report of change in
beneficial ownership was required, the Company believes that, with respect to
the last fiscal year, all persons subject to such reporting requirements have
complied with the reporting requirements.
The cost
of soliciting proxies will be borne by the Company. The Company will reimburse
brokerage firms and other custodians, nominees and fiduciaries for reasonable
expenses incurred by them in sending proxy materials to the beneficial owners of
Common Stock. In addition to solicitations by mail, directors, officers and
regular employees of the Company may solicit proxies personally or by telegraph
or telephone without additional compensation therefor.
-10-
The
Company’s 2004 Annual Report to Stockholders, including financial statements,
has been mailed to all stockholders of record as of the close of business on the
Record Date with this Proxy Statement. Any stockholder who has not received a
copy of such Annual Report may obtain a copy by writing to the Secretary of the
Company. Such Annual Report is not to be treated as a part of the proxy
solicitation material or as having been incorporated herein by reference.
A
copy of the Company’s Form 10-K for the fiscal year ended December 31, 2004 as
filed with the Securities and Exchange Commission will be furnished without
charge to stockholders as of the Record Date upon written request to Chief
Financial Officer, Glen Burnie Bancorp, 101 Crain Highway, S.E., Glen Burnie,
Maryland 21061.
Any
stockholder desiring to present a proposal at the 2006 Annual Meeting of
Stockholders and wishing to have that proposal included in the proxy statement
for that meeting must submit the same in writing to the Secretary of the Company
at 101 Crain
Highway, S.E., Glen Burnie, Maryland 21061, in time
to be received by December 5, 2005. The
persons designated by the Company to vote proxies given by stockholders in
connection with the Company's 2005 Annual Meeting of Stockholders will not
exercise any discretionary voting authority granted in such proxies on any
matter not disclosed in the Company's 2006 proxy statement with respect to which
the Company has received written notice no later than February 18, 2006 that a
stockholder (i) intends to present such matter at the 2006 Annual Meeting, and
(ii) intends to and does distribute a proxy statement and proxy card to holders
of such percentage of the shares of Common Stock required to approve the matter.
If a stockholder fails to provide evidence that the necessary steps have been
taken to complete a proxy solicitation on such matter, the Company may exercise
its discretionary voting authority if it discloses in its 2006 proxy statement
the nature of the proposal and how it intends to exercise its discretionary
voting authority.
|
BY
ORDER OF THE BOARD OF DIRECTORS | |
|
Dorothy
A. Abel | |
|
SECRETARY |
Glen
Burnie, Maryland
April 12,
2005
-11-
GLEN
BURNIE BANCORP
AUDIT
COMMITTEE OF THE BOARD OF DIRECTORS
CHARTER
PURPOSE
The Audit
Committee (the “Committee”)
assists the Board of Directors (the “Board”) of
Glen Burnie Bancorp (the “Company”) in
their responsibilities to oversee the independence of the independent auditor
and evaluate the Company’s financial reporting practices, accounting policies
and internal control structure. The Audit Committee fulfills these
responsibilities by carrying out the activities enumerated in this
Charter.
COMPOSITION
The
Committee will be comprised of three or more directors as determined by the
Board. The members of the Committee will meet the independence and experience
requirements specified by applicable regulations of the Securities and Exchange
Commission (“SEC”) and
relevant self-regulatory organizations. The members of the Committee will be
appointed annually at the organizational meeting of the full Board held in May.
The Board will select one Committee member to the Committee Chair, and may
appoint one or more staff members and engage consultants to assist the
Committee.
RESPONSIBILITY
The
Committee is a part of the Board. Its primary function is to assist the Board in
fulfilling its oversight responsibilities with respect to (i) the annual
financial information to be provided to shareholders and the SEC; (ii) the
review of quarterly financial statements; (iii) the system of internal controls
that management has established; and (iv) the internal audit, external audit and
loan review processes. In addition, the Committee provides an avenue for
communication between the internal auditor, the independent auditor, financial
management and the Board.
The
Committee should have a clear understanding with the independent auditor that
the independent auditor must maintain an open relationship with the Committee,
and that the ultimate accountability of the independent auditor is to the Board
and the Committee. The Committee will make regular reports to the Board
concerning its activities.
While the
Audit Committee has the responsibilities and powers set forth in this Charter,
it is not the duty of the Audit Committee to plan or conduct audits or to
determine that the Company’s financial statements are complete and accurate and
are in accordance with generally accepted accounting principles. This is the
responsibility of management and the independent auditor. Nor is it the duty of
the Audit Committee to conduct investigations, to resolve disagreements, if any,
between management and the independent auditor or to assure compliance with laws
and regulations and the Company’s business conduct guidelines.
AUTHORITY
The
Committee is directly responsible for the appointment, compensation, retention
and oversight of the work of the independent auditor engaged for the purpose of
preparing or issuing an audit report or performing other audit, review or attest
services for the Company (including resolution of disagreements between
management and the auditor regarding financial reporting), and such independent
auditor must report directly to the Committee.
The
Committee is granted authority to investigate any matter or activity involving
financial accounting and financial reporting, as well as the internal controls
of the Company, or any other any matter within the Committee’s scope of
responsibilities. In that regard, the Committee will have the authority to
engage independent counsel and other advisers, as it determines necessary to
carry out its duties. All employees will be directed to cooperate with respect
thereto as requested by members of the Committee.
In
furtherance of its duties, the Company will provide for appropriate funding, as
determined by the Committee, in its capacity as a committee of the Board, for
the payment of: (i) compensation
to such independent auditor; (ii) compensation
to any advisers employed by the Committee; and (iii) ordinary
administrative expenses of the Committee that are necessary or appropriate in
carrying out its duties.
A-1
MEETINGS
The
Committee will meet monthly, or more frequently as circumstances dictate. The
Committee may, at its discretion, meet in separate executive sessions with the
chief financial officer, independent auditor and internal auditor.
ATTENDANCE
Committee
members will strive to be present at all meetings. As necessary or desirable,
the Committee Chair may request that members of management and representatives
of the independent auditor and internal auditor be present at Committee
meetings.
SPECIFIC
DUTIES
To
fulfill its responsibilities and duties the Audit Committee shall:
(i) Review
the scope and general extent of the independent auditor’s annual audit. The
Committee’s review should include an explanation from the independent auditor of
the factors considered by the auditor in determining the audit scope, including
the major risk factors. The independent auditor should confirm to the Committee
that no limitations have been placed on the scope or nature of their audit
procedures. The Committee will review annually with management the fee
arrangement with the independent auditor.
(ii) Establish
procedures for (i) the
receipt, retention, and treatment of complaints received by the Company
regarding accounting, internal accounting controls, or auditing matters, and
(ii) the
confidential, anonymous submission by Company employees of concerns regarding
questionable accounting or auditing matters.
(iii) Review
with management, the internal auditor and independent auditor, the Company’s
accounting and financial reporting controls.
(iv) Review
with management, the internal auditor and the independent auditor significant
accounting and reporting principles, practices and procedures applied by the
Company in preparing its financial statements.
(v) Discuss
with the independent auditor its judgments about the quality, not just the
acceptability of the Company’s accounting principles used in financial
reporting.
(vi) Review
legal and regulatory matters that may significantly impact the financial affairs
or operations of the Company.
(vii) Inquire
as to the independence of the independent auditor and obtain from the
independent auditor, at least annually, a formal written statement delineating
all relationships between the independent auditor and the Company as
contemplated by Independence Standards Board Standard No. 1, Independence
Discussions with Audit Committees.
(viii) Review
with financial management and the independent auditor the quarterly financial
statements prior to the filing of the Company’s Form 10-Q. The review will focus
on the impact of significant events, transactions and changes in accounting
estimates considered by the independent auditor in performing their review of
the Company’s interim financial statements. The Chair of the Committee may
represent the entire committee for purpose of this review. At the completion of
the annual audit, review with management, the Company’s internal auditor and the
independent auditor the following:
| § |
The
Company’s annual financial statements and related footnotes and financial
information to be included in the Company’s annual report to shareholders
and on annual report on Form 10- K. |
| § |
Results
of the audit of the financial statements and the related report thereon
and, if applicable, a report on changes during the year in accounting
principles and their application. |
| § |
Any
significant changes to the audit plan, any serious disputes or
difficulties with management encountered during the audit, and the level
of cooperation received by the independent auditor from Company personnel
during the audit, including access to all requested records, data and
information. |
A-2
| § |
Any
disagreements between the independent auditor and management, which, if
not satisfactorily resolved, would have caused the independent auditor to
issue a nonstandard report on the Company’s financial
statements. |
| § |
Other
communications as required to be communicated by the independent auditor
by Statement of Auditing Standards (SAS) 61 as amended by SAS 90 relating
to the conduct of the audit. Such communication should include a
discussion of the independent auditor’s judgment about the quality of the
Company’s accounting principles. |
If deemed
appropriate after such review and discussion, recommend to the Board that the
financial statements be included in the Company’s annual report on Form
10-K.
(ix) Meet with
management, the internal auditor and the independent auditor to discuss any
relevant significant recommendations that the independent auditor may have,
particularly those characterized as “reportable conditions”. The Committee
should review responses of management to the reportable conditions from the
independent auditor and receive follow-up reports on action taken concerning the
aforementioned recommendations.
(x) Review
the scope of the annual internal audit and loan review plans.
(xi) Evaluate
the internal auditor’s risk assessment of the Company’s activities used in
developing the annual audit plan.
(xii) Receive
reports of major findings from the internal auditor and evaluate management’s
response in addressing the reported conditions.
(xiii) Evaluate
the performance of and, where appropriate, replace the internal auditor.
(xiv) Review
and reassess the adequacy of this charter annually and recommend any proposed
changes to the Board for approval. This should be done in compliance with
applicable regulatory Audit Committee requirements. The charter is to be
published as an appendix to the Company’s proxy statement every three
years.
A-3
| x | PLEASE
MARK VOTES AS IN THIS EXAMPLE |
REVOCABLE
PROXY
GLEN
BURNIE BANCORP
2005
ANNUAL MEETING OF STOCKHOLDERS
The
undersigned hereby constitutes and appoints F. William Kuethe, John E. Demyan,
and William N. Scherer, Sr., or a
majority of them, with full powers of substitution, as attorneys-in-fact and
agents for the undersigned, to vote all shares of Common Stock of Glen Burnie
Bancorp which the undersigned is entitled to vote at the Annual Meeting of
Stockholders, to be held at La Fontaine Bleu, 7514 Ritchie Highway, Glen Burnie,
Maryland on Thursday, May 12, 2005 at 2:00 p.m., Eastern Time (the “Annual
Meeting”), and at any and all adjournments thereof, as indicated below and as
determined by a majority of the named proxies with respect to any other matters
presented at the Annual Meeting.
FOR |
VOTE
WITHHELD |
FOR
EXCEPT | |
|
1.
To elect as directors all nominees listed below: |
o |
o |
o |
|
John
E. Demyan |
|||
|
Charles
Lynch, Jr. |
|||
|
F.
W. Kuethe, III |
|||
|
Mary
Lou Wilcox |
INSTRUCTION:
TO WITHHOLD YOUR VOTE FOR ANY LISTED NOMINEE, MARK THE FOR EXCEPT BOX AND INSERT
THAT NOMINEE’S NAME ON THE LINE PROVIDED BELOW.
FOR |
AGAINST |
ABSTAIN | |
|
2.
To
authorize the Board of Directors to accept the auditors selected by the
Audit Committee for the 2005 fiscal year |
o | o | o |
The Board
of Directors recommends a vote “FOR” the
above listed propositions.
IF
YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE CHECK THIS
BOX o
THIS
PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
THIS
PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY WILL BE VOTED FOR EACH OF THE ABOVE NOMINEES AND FOR PROPOSAL II. IF ANY
OTHER BUSINESS IS PROPERLY PRESENTED AT THE ANNUAL MEETING, THIS PROXY WILL BE
VOTED BY THOSE NAMED IN THIS PROXY IN ACCORDANCE WITH THE DETERMINATION OF A
MAJORITY OF THE NAMED PROXIES. THIS PROXY CONFERS DISCRETIONARY AUTHORITY ON THE
HOLDERS THEREOF TO VOTE WITH RESPECT TO THE ELECTION OF ANY PERSON AS DIRECTOR
WHERE THE NOMINEE IS UNABLE TO SERVE OR FOR GOOD CAUSE WILL NOT SERVE AND
MATTERS INCIDENT TO THE CONDUCT OF THE ANNUAL MEETING.
Please be
sure to sign and date this Proxy here.
Date
_________________
____________________________ ________________________________
Stockholder
sign above Co-holder
(if any) sign above
Detach
above card, sign, date and mail in postage paid envelope
provided.
GLEN
BURNIE BANCORP
Should
the above signed be present and elect to vote at the Annual Meeting or at any
adjournment thereof and after notification to the Secretary of the Company at
the Annual Meeting of the stockholder’s decision to terminate this proxy, then
the power of said attorneys and proxies shall be deemed terminated and of no
further force and effect. The above signed hereby revokes any and all proxies
heretofore given with respect to the shares of Common Stock held of record by
the above signed. The above signed acknowledges receipt from the Company prior
to the execution of this proxy of notice and a proxy statement and a 2004 Annual
Report to stockholders for the annual meeting.
Please
sign exactly as your name appears on the envelope in which this proxy was
mailed. When signing as attorney, executor, administrator, trustee or guardian,
please give your full title. If shares are held jointly, each holder should
sign.
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