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Definitive
Proxy Statement
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Definitive
Additional Materials
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Soliciting
Material Pursuant to §240.14a-12
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Southside
Bancshares, Inc.
|
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Registrant as Specified In Its Charter)
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Person(s) Filing Proxy Statement, if other than the
Registrant)
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Filing Fee (Check the appropriate box):
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to which transaction applies:
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(2) Aggregate
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(3)
Per unit price or other underlying value of transaction computed
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Check box if
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Identify the previous filing by registration statement number, or the Form
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(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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Persons
who are to respond to the collection of information contained in this form
are not required to respond unless the form displays a currently valid OMB
control number.
|
1.
|
Election of
three members of the board of directors to serve until the Annual Meeting
of Shareholders in 2011;
|
2.
|
Ratify the
appointment by our Audit Committee of PricewaterhouseCoopers LLP to serve
as the independent registered public accounting firm for the Company for
the year ending December 31, 2008;
|
3.
|
Transaction
of such other business that may properly come before the Annual Meeting or
any adjournment thereof.
|
/s/ B. G. Hartley | |
B.
G. Hartley
|
|
Chairman of the Board
|
1.
|
Election of
three members of the board of directors to serve until the Annual Meeting
of Shareholders in 2011;
|
2.
|
Ratify the
appointment by our Audit Committee of PricewaterhouseCoopers LLP (“PwC”)
to serve as the independent registered public accounting firm for the
Company for the year ending December 31,
2008;
|
3.
|
Transactions
of such other business that may properly come before the Annual Meeting or
any adjournment thereof.
|
·
|
Sam
Dawson
|
·
|
Melvin B.
Lovelady
|
·
|
William
Sheehy
|
NOMINEES
FOR DIRECTORS
TERMS
TO EXPIRE AT THE 2011 ANNUAL MEETING
|
INITIAL
ELECTION
TO
BOARD
|
|
SAM DAWSON (60) - Mr.
Dawson is President and Secretary of the Company, having served in that
capacity since 1998. He joined Southside Bank in 1974 and is
currently President, Chief Operating Officer and a director of Southside
Bank. He is a director of Fort Worth National Bank and East Texas Medical
Center (“ETMC”) Hospital, Cancer Institute and ETMC Rehabilitation
Hospital. He also serves as a director of the Camp Tyler
Foundation.
|
1997
|
|
MELVIN B. LOVELADY (71)
- Mr. Lovelady is a CPA. He is a member of the American
Institute of Certified Public Accountants, the Texas Society of Certified
Public Accountants and the East Texas Chapter of the Texas Society of
Certified Public Accountants. He was a founding member of Henry
& Peters Financial Services, LLC, organized in 2000 (now Bridge-Wealth
Management, LLC). He was an officer and shareholder of the
accounting firm, Henry & Peters, PC from November 1987 through
December 31, 2004. Prior to joining Henry & Peters, PC, he
was a partner in the accounting firm of Squyres Johnson Squyres &
Co. He is a member of the Development Board of the University
of Texas at Tyler, the board of directors of the Tyler Junior College
Foundation, the University of Texas at Tyler Foundation, the A. W. Riter,
Jr. Family Foundation, the board of directors of the Hospice of East
Texas, and a Trustee of the R. W. Fair Foundation.
|
2005
|
|
WILLIAM SHEEHY (67) -
Mr. Sheehy retired December 31, 2006 as senior partner of the law firm of
Wilson, Sheehy, Knowles, Robertson & Cornelius PC. Mr.
Sheehy formerly served as outside counsel to the Company and Southside
Bank and is a former director of the Texas Association of Bank
Counsel.
|
1983
|
DIRECTORS CONTINUING UNTIL
THE 2009 ANNUAL
MEETING
|
INITIAL
ELECTION
TO
BOARD
|
|
HERBERT C. BUIE (77) -
Mr. Buie has been Chief Executive Officer of Tyler Packing Corporation,
Inc., a meat-processing firm, since 1955. He serves on the
Boards of Directors of the University of Texas Health Center at Tyler, the
Development Board of Directors of the University of Texas at Tyler, the
East Texas Regional Food Bank, the Salvation Army, Tyler Economic
Development Council, Texas Chest Foundation and East Texas Communities
Foundation.
|
1988
|
|
ROBBIE N. EDMONSON (76)
- Mr. Edmonson is Vice Chairman of the Board of the Company, having served
in that capacity since 1998. He joined Southside Bank as Vice
President in 1968 and currently is Vice Chairman of the board of directors
of Southside Bank and Chief Administrative Officer of Southside
Bank.
|
1982
|
|
MICHAEL D. GOLLOB (75) -
Mr. Gollob is a CPA. He is the founder of the certified public
accounting firm of Gollob, Morgan, Peddy & Co., PC, having organized
the firm in 1982. He retired January 1, 2005. He
serves on the Development Board of the University of Texas Health Center
at Tyler. He is a member of the American Institute of Certified
Public Accountants and the Texas Society of Certified Public
Accountants. He is also involved in timber and oil and gas
investments.
|
1999
|
|
JOE NORTON (71) - Mr.
Norton owns Norton Equipment Company and is a general partner in Norton
Leasing Ltd., LLP. Mr. Norton served as President and was a
principal shareholder of Norton Companies of Texas, Inc. for 25
years. He also owned W. D. Norton, Inc. d/b/a Overhead Door,
for 16 years.
|
1988
|
DIRECTORS
CONTINUING UNTIL THE 2010 ANNUAL MEETING
|
INITIAL
ELECTION
TO
BOARD
|
|
ALTON CADE (71) - Mr.
Cade was the co-owner and President of Cade’s Building Materials from 1975
until his retirement on January 1, 2007. He is the President
and owner of Cochise Company, Inc., a real estate and investment company
he formed in 1960. In addition, he is the managing partner of a
family ranch and investment company. He has served as an
Elder/Trustee of Glenwood Church of Christ since 1977.
|
2003
|
|
B. G. HARTLEY (78) - Mr.
Hartley became Chairman of the Board of the Company in 1983. He
is also the Chief Executive Officer of the Company and Chairman of the
Board and Chief Executive Officer of Southside Bank, having served as
Southside Bank's Chief Executive Officer since its opening in
1960. He is a director of Fort Worth National Bank and he is a
current member of the Administrative Counsel of the American Bankers
Association (“ABA”) Government Relations Committee, a former member of the
ABA Board of Directors and past Chairman of the ABA National BankPac
Committee, a member of the board of directors of East Texas Medical Center
Regional Healthcare Systems and past Chairman of the Texas Taxpayers and
Research Association. He is also a member of the Development
Boards of the University of Texas at Tyler, and the University of Texas
Health Center at Tyler.
|
1982
|
|
PAUL W. POWELL (74) -
Mr. Powell is Dean Emeritus of the Truett Theological Seminary at Baylor
University, where he also served as Dean and Special Assistant to the
University President. He serves as an Officer of the Robert M.
Rogers Foundation and has also served as Chairman of the Board of Trinity
Mother Frances Health System. In addition, he served as
President and Chief Executive Officer of the Southern Baptist Annuity
Board and was also pastor of Green Acres Baptist Church,
Tyler.
|
1999
|
NAMED
EXECUTIVE OFFICERS
|
INITIAL
ELECTION
TO
BOARD
|
|
JERYL STORY (56) - Mr.
Story has served as Executive Vice President of the Company since
2000. He joined Southside Bank in 1979 and is currently Senior
Executive Vice President and a director of Southside Bank and is
responsible for all lending functions. He also serves as a
director of Fort Worth National Bank.
|
N/A
|
|
LEE R. GIBSON, CPA (51)
- Mr. Gibson has served as Executive Vice President and Chief Financial
Officer of the Company and Southside Bank since 2000. He is
also a director of Southside Bank and Fort Worth National
Bank. He joined Southside Bank in 1984 and in addition to being
the Chief Financial Officer is responsible for management of the
investment portfolio and asset-liability management for the
Company. He is Chairman of the board of directors of the
Federal Home Loan Bank of Dallas, and serves on the Executive Board of the
East Texas Area Council of Boy Scouts.
|
N/A
|
·
|
each person
known by us to beneficially own more than 5% of our outstanding common
stock;
|
·
|
each of our
directors;
|
·
|
each of our
executive officers included in our Summary Compensation Table;
and
|
·
|
all of our
directors and executive officers as a
group.
|
Name
Of Beneficial Owner
|
Amount
and Nature of Beneficial Ownership (1)
|
Percent
Of Class
|
First
National Bank Group, Inc.(2)
|
1,125,000
|
8.6%
|
Alton
Cade(3)
|
38,485
|
*
|
B. G.
Hartley(4)
|
270,271
|
2.1%
|
Paul W.
Powell
|
40,340
|
*
|
Sam
Dawson(5)
|
150,712
|
1.1%
|
Melvin B.
Lovelady(6)
|
7,597
|
*
|
William
Sheehy(7)
|
79,258
|
*
|
Herbert C.
Buie(8)
|
450,178
|
3.4%
|
Robbie N.
Edmonson(9)
|
98,968
|
*
|
Michael D.
Gollob(10)
|
98,626
|
*
|
Joe
Norton(11)
|
166,065
|
1.3%
|
Jeryl
Story(12)
|
136,842
|
1.0%
|
Lee R.
Gibson(13)
|
61,394
|
*
|
All
directors, nominees and executive officers of the company as a group (12
persons).
|
1,598,736
|
12.2%
|
*
|
Less than 1%
of total outstanding shares (13,142,462) as of February 13,
2008.
|
(1)
|
Unless
otherwise indicated, each person has sole voting and investment power with
respect to the shares of common stock set forth opposite his
name. In addition, shares beneficially owned include stock
acquirable by exercise of stock options exercisable within 60 days of the
record date.
|
(2)
|
According to
a Schedule 13D filed with the Securities and Exchange Commission on
December 5, 2007, First National Bank Group, Inc. and the First National
Bank Group, Inc. Employee Stock Ownership Plan owned 1,072,500 and 52,500
shares, respectively. The address of First National Bank Group,
Inc. is 100 West Cano, Edinburg,
Texas 78539.
|
(3)
|
Mr. Cade has
joint voting and investment power with his wife with respect to 18,864
shares and also owns 16,769 shares as President of Cochise Company,
Inc. Mr. Cade has voting and investment power, as trustee of
the Cade Residuary Trust, which owns 2,852
shares.
|
(4)
|
Mr. Hartley
has sole voting and investment power with respect to 156,265
shares. He also has sole voting power, but not investment
power, with respect to 17,151 shares owned in the Company’s ESOP Plan, in
which he is 100% vested. Also included in the total are 21,865
shares owned by Mr. Hartley’s wife (3,026 of those shares are owned in the
Company’s ESOP Plan) of which Mr. Hartley disclaims beneficial
interest. Also included in the total are 74,990 shares subject
to incentive stock options that are exercisable within 60 days of the
record date.
|
(5)
|
Mr. Dawson
holds sole voting and investment power with respect to 74,379 shares and
has sole voting power, but not investment power, with respect to 9,422
shares owned in the Company's ESOP Plan, in which he is 100%
vested. Also included in the total are 64,566 shares subject to
incentive stock options that are exercisable within 60 days of the record
date. Included in the total are 2,345 shares owned by Mr.
Dawson’s wife, of which he disclaims all beneficial
interest.
|
(6)
|
Mr. Lovelady
has joint voting and investment power with his wife with respect to 7,597
shares owned jointly.
|
(7)
|
Mr. Sheehy
has sole voting and investment power with respect to 67,777 shares owned
individually and 11,481 shares in an individual retirement
account.
|
(8)
|
Mr. Buie has
sole voting and investment power with respect to 411,516 shares owned
individually. Mr. Buie owns 23,111 shares in individual
retirement accounts and has sole voting and investment power in these
shares. Also included in the total are 10,317 shares owned by
Mr. Buie’s wife, 2,733 shares owned by Mrs. Buie as trustee for their son
and 2,501 shares owned by Mrs. Buie as trustee for their
daughter. Mr. Buie disclaims beneficial ownership of these
15,551 shares, which are included in the
total.
|
(9)
|
Mr. Edmonson
has sole voting and investment power with respect to 86,194 shares and has
voting power, but not investment power, with respect to 12,774 shares,
owned in the Company’s ESOP Plan, in which he is 100%
vested.
|
(10)
|
Mr. Gollob
has sole voting and investment power with respect to 79,751 shares owned
individually. Mr. Gollob also owns 18,154 shares in an
individual retirement account and has sole voting and investment power in
these shares. Mr. Gollob’s wife has 721 shares in an individual
retirement account and Mr. Gollob disclaims beneficial ownership of these
shares, which are included in the
total.
|
(11)
|
Mr. Norton
has sole voting and investment power with respect to 159,781
shares. Mr. Norton is custodian for his granddaughter for 4,018
shares and his grandson for 2,266 shares, which are included in the
total. Mr. Norton disclaims beneficial interest to these 6,284
shares.
|
(12)
|
Mr. Story
owns 62,641 shares and has sole voting and investment power for these
shares. In addition, he has joint voting and investment power
with his wife with respect to 75 shares and sole voting, but not
investment power, with respect to 9,560 shares owned in the Company’s ESOP
plan, in which he is 100% vested. Also included in the total
are 64,566 shares subject to incentive stock options that are exercisable
within 60 days of the record date.
|
(13)
|
Mr. Gibson
has sole voting power and investment power with respect to 3,153 shares
owned individually. He also has sole voting power, but not
investment power, with respect to 8,636 shares owned in the Company’s ESOP
plan, in which he is 100% vested. Also included in the total
are 49,605 shares subject to incentive stock options that are exercisable
within 60 days of the record date.
|
·
|
Audit
Committee;
|
·
|
Nominating
Committee; and
|
·
|
Compensation
Committee.
|
·
|
Executive
Committee;
|
·
|
Loan/Discount
Committee;
|
·
|
Trust
Committee;
|
·
|
Compliance/EDP/CRA
Committee; and
|
·
|
Investment/Asset-Liability
Committee.
|
Melvin B.
Lovelady, CPA, Chairman
|
Joe
Norton
|
|
Herbert C.
Buie
|
Paul W.
Powell
|
|
Alton
Cade
|
William
Sheehy
|
|
Michael D.
Gollob, CPA
|
·
|
No executive
officer of the Company served as a member of the compensation committee or
other board committee performing similar functions (or on the board of
directors of any entity without such a committee) of another entity, one
of whose executive officers served on the Compensation Committee of the
Company.
|
·
|
No executive
officer of the Company served on the board of directors of another entity,
one of whose executive officers served on the Compensation Committee of
the Company.
|
·
|
No executive
officer of the Company served as a member of the compensation committee or
other board committee performing similar functions (or on the board of
directors of any entity without such a committee) of another entity, one
of whose executive officers served as a director of the
Company.
|
BancFirst
Corporation
|
Southwest
Bancorp, Inc.
|
IBERIABANK
Corporation
|
Pinnacle
Financial Partners, Inc.
|
First
Financial Bankshares, Inc.
|
CoBiz
Financial Inc.
|
First State
Bancorporation
|
Cadence
Financial Corporation
|
Centennial
Bank Holdings, Inc.
|
Green
Bankshares, Inc.
|
Simmons First
National Corporation
|
First M&F
Corporation
|
Renasant
Corporation
|
Enterprise
Financial Services Corp
|
Bank of the
Ozarks, Inc.
|
Trinity
Capital Corporation
|
Great
Southern Bancorp, Inc.
|
Encore
Bancshares, Inc.
|
Home
Bancshares, Inc.
|
MetroCorp
Bancshares, Inc.
|
·
|
Base
salary;
|
·
|
Bonus;
|
·
|
Retirement
benefits;
|
·
|
Perquisites
and other personal benefits;
|
·
|
Health and
Welfare Benefits; and
|
·
|
Compensation
Peer Group data;
|
·
|
internal
review of the executive’s compensation, both individually and relative to
our other officers;
|
·
|
overall
individual performance of the
executive;
|
·
|
scope of
responsibilities;
|
·
|
experience;
and
|
·
|
tenure with
the Company.
|
Name
and Principal Position
|
Year
|
Salary
($)
(1)
|
Bonus
(2)
|
Change
in
Pension
Value
(3)
|
All
Other
Compen-
sation
(4)
|
Total
|
B. G. Hartley – Chairman of the Board and Chief
Executive Officer of the Company and Southside Bank. Director
of Fort Worth National Bank.
|
2007
|
$
422,500
|
$
97,813
|
$ –
|
$
86,573
|
$
606,886
|
2006
|
$
422,500
|
$
52,813
|
$ –
|
$
83,263
|
$
558,576
|
|
Sam Dawson – President, Secretary and Director
of the Company; President, Chief Operating Officer and Director of
Southside Bank. Director of Fort Worth National
Bank.
|
2007
|
$
300,500
|
$
82,563
|
$
336,836
|
$
21,552
|
$
741,451
|
2006
|
$
300,500
|
$
37,563
|
$
154,916
|
$
20,590
|
$
513,569
|
|
Jeryl Story – Executive Vice President of the
Company; Senior Executive Vice President and Director of Southside
Bank. Director of Fort Worth National
Bank.
|
2007
|
$
286,000
|
$
105,750
|
$
243,427
|
$
48,802
|
$
683,979
|
2006
|
$
261,000
|
$
32,625
|
$
62,815
|
$
16,733
|
$
373,173
|
|
Lee R. Gibson, CPA –
Executive Vice President
and Chief Financial Officer of the Company and Southside Bank and Director
of Southside Bank and Fort Worth National Bank.
|
2007
|
$
277,500
|
$
79,688
|
$
121,981
|
$
20,453
|
$
499,622
|
2006
|
$
277,500
|
$
34,688
|
$
–
|
$
17,889
|
$
330,077
|
(2)
|
Reflects a
regular annual bonus equal to 12.5% of base salary plus a special year end
bonus of $45,000 paid to each NEO. In addition NEO Story
received a $25,000 bonus representing the salary increase for 2006 that he
requested be deferred.
|
(3)
|
The amounts
reported in this column reflect the aggregate actuarial increase in the
present value of the NEOs benefits under the Pension Plan and the
Restoration Plan determined using interest rate and mortality rate
assumptions consistent with those used in the Company’s financial
statements. The changes in pension values for the NEOs under
the Pension Plan were as follows: Mr. Hartley - ($95,395); Mr.
Dawson - $134,099; Mr. Story - $98,863 and Mr. Gibson -
$64,093. The change in pension value for the NEOs under the
Restoration Plan were as follows: Mr. Hartley - ($33,868); Mr.
Dawson - $202,737; Mr. Story - $144,564; Mr. Gibson -
$57,888. Descriptions of the Pension Plan and Restoration Plan
follow the Pension Benefits table in this Proxy
Statement.
|
(4)
|
Amounts
included in this column are as
follows:
|
Hartley
|
Dawson
|
Story
|
Gibson
|
|
Life
Insurance (a)
|
$27,215
|
$ –
|
$ –
|
$ –
|
Tax
Gross Ups (b)
|
40,397
|
2,517
|
1,681
|
928
|
Director
Fees from Southside Bank (c)
|
7,500
|
7,500
|
7,500
|
7,500
|
Company
Provided Automobile (d)
|
4,290
|
3,689
|
37,057
|
5,689
|
Club
Dues (e)
|
7,171
|
7,846
|
2,564
|
6,336
|
Total
|
$86,573
|
$21,552
|
$48,802
|
$20,453
|
(a)
|
Mr. Hartley
was paid a bonus to pay life insurance
premiums.
|
(b)
|
The Company
paid gross-up bonuses in accordance with the split dollar agreements
during 2007. In addition, Mr. Hartley was paid a gross up bonus
associated with reimbursement of life insurance premiums of
$17,785.
|
(c)
|
Each NEO is
also a director of Southside Bank and received director fees in 2007 of
$7,500.
|
(d)
|
The NEOs have
use of a Company provided automobile. The incremental cost to
the Company during 2007 included fuel, maintenance costs and
insurance. Mr. Story received a new vehicle in 2007 with a net
purchase price of $31,170.
|
(e)
|
The
incremental cost of Company-provided club dues to the
NEOs.
|
Options
Awards
|
||||
Name
|
Number
of Securities Underlying Unexercised Options (#) Exercisable
(1)
|
Number
of Securities Underlying Unexercised Options (#)
Unexercisable
|
Option
Exercise
Price
($)
|
Option
Expiration Date
|
B. G.
Hartley
|
23,275
|
–
|
$ 5.69
|
6/10/2009
|
51,715
|
–
|
5.25
|
8/31/2010
|
|
Sam
Dawson
|
4,349
|
–
|
$ 5.89
|
10/15/2008
|
23,275
|
–
|
5.69
|
6/10/2009
|
|
36,942
|
–
|
5.25
|
8/31/2010
|
|
Jeryl
Story
|
4,349
|
–
|
$ 5.89
|
10/15/2008
|
23,275
|
–
|
5.69
|
6/10/2009
|
|
36,942
|
–
|
5.25
|
8/31/2010
|
|
Lee
R. Gibson, CPA
|
4,349
|
–
|
$ 5.89
|
10/15/2008
|
23,275
|
–
|
5.69
|
6/10/2009
|
|
21,981
|
–
|
5.25
|
8/31/2010
|
(1)
|
Reflects
awards of time-vesting stock options granted under the 1993 Incentive
Stock Option Plan. All options listed above are fully
vested. The options vested at a rate of 20% per year over the
first five years of the ten year option
term.
|
Option
Awards
|
||
Name
|
Number
of Shares Acquired on Exercise (#)
|
Value
Realized on Exercise ($) (1)
|
B. G.
Hartley
|
24,878
|
$404,414
|
Sam
Dawson
|
20,529
|
344,887
|
Jeryl
Story
|
–
|
–
|
Lee
R. Gibson, CPA
|
4,500
|
65,817
|
(1)
|
The “value
realized” represents the difference between the exercise price of the
option shares and the market price of the option shares on the date the
option was exercised.
|
Plan
Category
|
Number
of securities to be issued upon exercise of outstanding options, warrants,
and rights (a) (1)
|
Weighted-average exercise price
of outstanding options, warrants and rights (b)
|
Number
of securities remaining available for future issuance under equity
compensation plans (excluding securities reflected in column
(a)
|
Equity
compensation plans approved by security holders
|
476,657
|
$5.79
|
None
|
Equity
compensation plans not approved by security holders
|
-
|
-
|
-
|
Total
|
476,657
|
$5.79
|
None
|
Name
|
Plan
Name
|
Number
of Years Credited Service (#)
|
Present
Value of Accumulated Benefit ($)
|
Payments
During Last Fiscal Year ($)
|
B. G.
Hartley
|
Pension
Plan
|
N/A
|
$
952,186
|
$ 152,035
|
Restoration
Plan
|
N/A
|
338,059
|
53,978
|
|
Deferred
Compensation Agreement
|
N/A
|
1,281,000
|
–
|
|
Sam
Dawson
|
Pension
Plan
|
33.5
|
$ 1,099,512
|
$ –
|
Restoration
Plan
|
33.5
|
834,661
|
–
|
|
Deferred
Compensation Agreement
|
N/A
|
250,000
|
–
|
|
Jeryl
Story
|
Pension
Plan
|
28.167
|
$
708,971
|
$ –
|
Restoration
Plan
|
28.167
|
460,239
|
–
|
|
Deferred
Compensation Agreement
|
N/A
|
139,000
|
–
|
|
Lee
R. Gibson, CPA
|
Pension
Plan
|
23.417
|
$
428,190
|
$ –
|
Restoration
Plan
|
23.417
|
254,903
|
–
|
|
Deferred
Compensation Agreement
|
N/A
|
95,000
|
–
|
The fraction
in which the numerator is Credited
|
|||
Formula
(1)
|
x
|
Service as of
12/31/05 and the denominator is
|
|
Credited
Service at Normal Retirement Date
|
|||
plus
|
|||
Formula
(2)
|
The fraction
in which the numerator is Credited
|
||
x
|
Service
earned after 12/31/05 and the
|
||
denominator
is Credited Service at Normal
|
|||
Retirement
Date
|
SFAS 87
Discount Rate as of 12/31/06
|
6.050%
|
SFAS 87
Discount Rate as of 12/31/07
|
6.250%
|
Expected
Retirement Age
|
65
|
Post-Retirement
Mortality
|
RP - 2000
Mortality Table for males and females
|
Pre-Retirement
Mortality, Disability or Turnover
|
None
|
Form of
Payment
|
|
· Qualified
Retirement Plan
|
10-Year
Certain & Life Annuity
|
· Nonqualified
Restoration Plan
|
10-Year
Certain & Life Annuity
|
·
|
his accrued
salary;
|
·
|
a pro-rata
bonus equal to the product of (i) the executive’s Target Bonus (as defined
in the Employment Agreements) for the termination year and (ii) a
fraction, the numerator of which is the number of days in the current
fiscal year through the termination date, and the denominator of which is
365;
|
·
|
accrued pay
in lieu of unused vacation;
|
·
|
any vested
compensation deferred by the executive (unless otherwise required by an
agreement); and
|
·
|
a severance
payment equal to the executive’s monthly salary plus
$10,000.
|
Name
(a)
|
Fees
Earned or Paid in Cash ($)
|
All
Other Compensation ($)
|
Total
|
Herbert
C. Buie (1)
|
$68,100
|
–
|
$68,100
|
Alton
Cade (2)
|
59,000
|
–
|
59,000
|
Michael
D. Gollob, CPA (3)
|
61,800
|
–
|
61,800
|
Melvin
B. Lovelady, CPA (4)
|
69,400
|
–
|
69,400
|
Joe
Norton (5)
|
67,600
|
–
|
67,600
|
Paul
W. Powell (6)
|
70,400
|
–
|
70,400
|
William
Sheehy (7)
|
62,600
|
–
|
62,600
|
Robbie
N. Edmonson (8)
|
7,000
|
–
|
7,000
|
(1)
|
Herbert C.
Buie was compensated $41,700 and $26,400 for serving as director of
Southside Bank and Southside Bancshares, Inc.,
respectively.
|
(2)
|
Alton Cade
was compensated $32,500 and $26,500 for serving as director of Southside
Bank and Southside Bancshares, Inc.,
respectively.
|
(3)
|
Michael D.
Gollob, CPA was compensated $35,300 and $26,500 for serving as director of
Southside Bank and Southside Bancshares, Inc.,
respectively.
|
(4)
|
Melvin B.
Lovelady, CPA was compensated $37,900 and $31,500 for serving as director
of Southside Bank and Southside Bancshares, Inc.,
respectively.
|
(5)
|
Joe Norton
was compensated $40,700 and $26,900 for serving as director of Southside
Bank and Southside Bancshares, Inc.,
respectively.
|
(6)
|
Paul W.
Powell was compensated $43,500 and $26,900 for serving as director of
Southside Bank and Southside Bancshares, Inc.,
respectively.
|
(7)
|
William
Sheehy was compensated $37,100 and $25,500 for serving as director of
Southside Bank and Southside Bancshares, Inc.,
respectively.
|
(8)
|
Robbie N.
Edmonson, the Company’s Vice Chairman of the Board, is an officer and
director of Southside Bank and Southside Bancshares, Inc. and was
compensated $7,000 for serving as director of Southside
Bank. Mr. Edmonson received no compensation for his service as
director of Southside Bancshares,
Inc.
|
(9)
|
B. G.
Hartley, the Company’s Chairman of the Board and Chief Executive Officer
and Sam Dawson, the Company’s President and Secretary, are not included in
this table, as they are officers of Southside Bank and thus received no
compensation for their service as directors of Southside Bancshares,
Inc. The compensation received by Messrs. Hartley and Dawson as
officers and directors of Southside Bank are shown in the Summary
Compensation Table.
|
YEARS
ENDED
|
||||
2007
|
2006
|
|||
Audit Fees
(a)
|
$ 485,917
|
$ 412,000
|
||
Audit-Related
Fees (b)
|
29,037
|
4,500
|
||
Tax Fees
(c)
|
41,525
|
17,410
|
||
All Other
Fees (d)
|
1,599
|
1,599
|
||
Total Fees
(e)
|
$ 558,078
|
$ 435,509
|
(a)
|
Fees relating
to various accounting matters.
|
|
(b)
|
Fees for
services during 2007 related to purchase accounting, stock dividends and
stock splits. Fees for services performed during 2006 in
connection with the filing of the Company’s Registration on Form S-3 for
the Company’s Dividend Reinvestment Plan, as well as, fees paid in
connection with Student Loan Attestation engagement for the U. S.
Department of Education.
|
|
(c)
|
Fees
primarily for tax return preparation, advice and planning during 2007 were
$15,275, and the assessment of the new Texas margin tax were
$26,250.
|
|
(d)
|
Fees for use
of the PwC online research financial library.
|
|
(e)
|
The above
fees exclude $11,025 and $26,000 in out-of-pocket reimbursed travel
expenses for the years ended December 31, 2007 and 2006,
respectively.
|
B.
G. Hartley
|
|
Chairman
of the Board
|
C123456789
|
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|
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MR
A SAMPLE
|
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|
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DESIGNATION
(IF ANY)
|
0000000000.000000
ext
|
0000000000.000000
ext
|
||
ADD
1
|
||||
ADD
2
|
||||
ADD
3
|
||||
ADD
4
|
||||
ADD
5
|
||||
ADD
6
|
||||
Using
a black ink pen, mark your
votes with an X as
shown in this example. Please do not write outside the designated
areas.
|
S
|
|
Annual Meeting Proxy Card |
1.
Election of Directors:
|
For
|
Withhold
|
For
|
Withhold
|
For
|
Withhold
|
||
01 – Sam Dawson
|
£
|
£
|
02 – Melvin B. Lovelady
|
£
|
£
|
03 – William Sheehy
|
£
|
£
|
For
|
Against
|
Abstain
|
For
|
Against
|
Abstain
|
||
2.
Ratify the appointment by our Audit Committee of PricewaterhouseCoopers LLP as our
independent registered public accounting firm for the year
ending December 31, 2008.
|
£
|
£
|
£
|
3.
Approval of such other business as may come before the meeting or any
adjournments thereof.
|
£
|
£
|
£
|
Date
(mm/dd/yyyy) – Please print date below.
|
Signature
1 – Please keep signature within the box.
|
Signature 2 – Please keep signature within the box. | ||
/
/
|
C
1234567890 J
N T
3
2 A
V 0
1 6 7 0 7 1
|
MR
A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE
140
CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND
MR
A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND
MR
A SAMPLE AND MR A SAMPLE AND
|
Ê
|
‚PLEASE
FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE
ENCLOSED ENVELOPE.‚
|
Proxy – Southside Bancshares, Inc. |