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 |_|
Check the appropriate box:
|_| Preliminary Proxy Statement |_| Confidential, for Use of the
|X| Definitive Proxy Statement Commission Only (as permitted
|| Definitive Additional Materials by Rule 14a-6(e)(2))
|_| 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.
|_| 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:
________________________________________________________________________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
________________________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
________________________________________________________________________________
(5) Total fee paid:
________________________________________________________________________________
|_| Fee paid previously with preliminary materials.
________________________________________________________________________________
|_| Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
________________________________________________________________________________
(2) Form, Schedule or Registration Statement No.:
________________________________________________________________________________
(3) Filing Party:
________________________________________________________________________________
(4) Date Filed:
________________________________________________________________________________
[GLEN BURNIE BANCORP LETTERHEAD]
April 8, 2004
Dear Fellow Stockholder:
You are cordially invited to attend the 2004 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 13, 2004 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 2004 fiscal year.
Enclosed with this proxy statement are a proxy card and an Annual Report to
Stockholders for the 2003 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
--------------------------------------------------------------------------------
GLEN BURNIE BANCORP
101 Crain Highway, S.E.
Glen Burnie, Maryland 21061
(410) 766-3300
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on May 13, 2004
--------------------------------------------------------------------------------
NOTICE IS HEREBY GIVEN that the 2004 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 13,
2004 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 2004 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 March 31, 2004 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 8, 2004
--------------------------------------------------------------------------------
IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE YOUR COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES IN ORDER TO ENSURE A QUORUM. A SELF-ADDRESSED
ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED IN
THE UNITED STATES.
--------------------------------------------------------------------------------
PROXY STATEMENT
OF
GLEN BURNIE BANCORP
101 Crain Highway, S.E.
Glen Burnie, Maryland 21061
ANNUAL MEETING OF STOCKHOLDERS
May 13, 2004
--------------------------------------------------------------------------------
GENERAL
--------------------------------------------------------------------------------
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 2004 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 13, 2004 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 8, 2004.
--------------------------------------------------------------------------------
VOTING AND REVOCABILITY OF PROXIES
--------------------------------------------------------------------------------
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.
--------------------------------------------------------------------------------
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
--------------------------------------------------------------------------------
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 March 31, 2004 (the
"Record Date") are entitled to one vote for each share then held. At the Record
Date, the Company had 2,028,460 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,
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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.
Amount and Nature Percent of Shares
Name and Address of Beneficial Of Common Stock
of Beneficial Owner Ownership 1 Outstanding
------------------- ----------- -----------
John E. Demyan 195,350 9.64%
101 Crain Highway, S.E.
Glen Burnie, Maryland 21061
Frederick W. Kuethe, III 110,692 2 5.46%
377 Swinton Way
Severna Park, Maryland 21032
Eugene P. Nepa 164,551 3 8.12%
36 Summerhill Trailer Park
Crownsville, Maryland 21032
Charles L. and Ruth G. Hein 120,621 4 5.95%
101 Crain Highway, S.E.
Glen Burnie, Maryland 21061
Marrian K. McCormick 116,087 5 5.73%
8 Oak Lane
Glen Burnie, Maryland 21061
-----------------------------
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 16,915 shares held jointly, 579 shares held by Mr. Kuethe
individually, 4,468 held by Mr. Kuethe for the benefit of a minor child,
263 shares held by Mrs. Kuethe individually, and 4,467 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 17,233 shares held jointly, 159 shares held by Mr. Hein
individually, and 20,121 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 41,200 shares held by Mr. Hein
jointly with others and 41,908 shares held by Mrs. Hein jointly with
others.
5 Includes 3,986 held by Mrs. McCormick individually, 11,232 held by Mrs.
McCormick for the benefit of minor children, 16,869 held by Mrs. McCormick
jointly with others, and 84,000 held by Mrs. McCormick as one of the
trustees for The Kuethe Family Educational Trust.
- iv -
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PROPOSAL I -- ELECTION OF DIRECTORS
--------------------------------------------------------------------------------
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 F. William Kuethe, Jr., Thomas Clocker,
William N. Scherer, Sr., and Karen B. Thorwarth 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.
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.
Director Current Term
Name Age Since to Expire Independent
---- --- ----- --------- -----------
Board Nominees for Term to Expire in 2007
F. William Kuethe, Jr. 71 1995 2004 No
Thomas Clocker 69 1995 2004 Yes
William N. Scherer, Sr. 80 1995 2004 Yes
Karen B. Thorwarth 46 1995 2004 Yes
Directors Continuing in Office
John E. Demyan 56 1995 2005 No
Charles Lynch, Jr. 50 2003 2005 Yes
F. W. Kuethe, III 44 1992 2005 No
Mary Lipin Wilcox 55 1997 2005 Yes
Charles L. Hein 82 1997 2006 Yes
Alan E. Hahn 68 1997 2006 Yes
Shirley E. Boyer 67 1995 2006 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
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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.
Charles L. Hein is a Glen Burnie native. He has dedicated nearly 40 years
to the Episcopal Church, serving as Pastor of the St. Thomas Episcopal Church in
Towson, Maryland until his retirement in 1989. During his tenure, he served on
the Vestry (the parish governing body) as President and is currently the Supply
Clergyman at the Church of the Ascension in Scarboro, Maryland. He is also a
purchaser and restorer of residential properties and mortgagee of residential
properties in Baltimore County.
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.
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.
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
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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.
--------------------------------------------------------------------------------
CORPORATE GOVERNANCE
--------------------------------------------------------------------------------
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, 2003, 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 2003 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 2003 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, 2003, the Audit Committee met 18 times, including quarterly
meetings with the Company's independent auditors.
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.
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). This Committee met six times during 2003.
Nominations. The Company's full Board of Directors acts as a nominating
committee for the annual selection of its nominees for election as directors.
The Board of Directors held one meeting during 2004 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,
- vii -
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 $25,000 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 $175 for each committee meeting attended with fees paid for up
to two excused absences. The Chairman of each Committee is paid $200 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 2003
calendar year, Thomas Clocker, Karen B. Thorwarth and Shirley E. Boyer
participated in the plan, and the Company paid $3,806, $10,257 and $7,612 of the
premiums, respectively.
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.
- viii -
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SECURITIES OWNERSHIP OF MANAGEMENT
--------------------------------------------------------------------------------
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.
Amount And Nature of Percent of
Name Beneficial Ownership (1) Class
---- ------------------------ ----------
F. William Kuethe, Jr. 49,638 (2) 2.45%
Thomas Clocker 8,066 (3) 0.40%
William N. Scherer, Sr. 10,988 (4) 0.54%
Karen B. Thorwarth 1,565 0.08%
John E. Demyan 195,350 9.64%
F. W. Kuethe, III 110,692 (5) 5.46%
Mary Lipin Wilcox 1,459 0.07%
Charles L. Hein 120,621 (6) 5.95%
Alan E. Hahn 14,290 (7) 0.70%
Shirley E. Boyer 14,767 (8) 0.73%
Charles Lynch, Jr. 13,138 (9) 0.65%
All directors, nominees and
executive officers as a group
(13 persons) 543,580 26.80%
-----------------------------
(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 held jointly with others and 18,000 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 10,140 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) See footnote (4) to the table in the section entitled "Voting Securities
and Principal Holders Thereof".
(7) Includes 6,515 shares to which he shares voting and investment power and
7,323 shares held in his IRA.
(8) Includes 13,373 shares as to which she shares voting and investment power.
(9) Includes 5,192 shares held for the benefit of two minor children.
- ix -
--------------------------------------------------------------------------------
EXECUTIVE COMPENSATION
--------------------------------------------------------------------------------
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 2003 exceeded $100,000 for services rendered in all
capacities to the Company and its subsidiaries.
Annual Compensation
--------------------------------------
Name and Other Annual All Other
Principal Position Year Salary Bonus Compensation Compensation
------------------ ---- ------ ----- ------------ ------------
F. William Kuethe, Jr. 2003 $80,000 $20,000 $ -- $23,389 (1)
President and Chief 2002 31,923 17,000 -- $19,613 (1)
2001 30,000 15,000 -- $13,064 (1)
Michael Livingston 2003 $94,643 $13,500 $ -- $15,382 (2)
Senior Vice President 2002 $85,033 $ 7,183 $ -- $12,862 (2)
and Chief Operating Officer 2001 $82,105 $ 6,874 $ -- $ 9,756 (2)
-----------------------------
(1) Mr. Kuethe's "Other Compensation" for 2003 consisted of $9,600 in
directors' fees, $4,533 in Company contributions to a plan that replaces
the pension plan, $8,193 in Company contributions to a 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; for 2002 consisted of $10,400
in directors' fees, $3,012 in Company contributions to a plan that replaces
the pension plan, $5,276 in Company contributions to a profit sharing plan,
and $925 representing the dollar value to Mr. Kuethe of the premiums on a
term life insurance policy for his benefit; and for 2001 consisted of
$9,600 in directors' fees, $2,765 in Company contributions to its defined
contribution pension plan on his behalf, and $699 representing the dollar
value to Mr. Kuethe of the premiums on a term life insurance policy for his
benefit.
(2) Mr. Livingston became Chief Operating Officer on January 1, 2004. Mr.
Livingston's "Other Compensation" for 2003 consisted of $5,416 in Company
contributions to a plan that replaces the pension plan, $9,789 in Company
contributions to a 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 in Company contributions to a
plan that replaces the pension plan, $8,089 in Company contributions to a
profit sharing plan and $154 representing the dollar value to Mr.
Livingston of the premiums on a term life insurance policy for his benefit;
for 2001 consisted of $4,456 in Company contributions to a plan that
replaces the pension plan, $5,156 in Company contributions to a profit
sharing plan and $144 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
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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.
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REPORT OF THE AUDIT COMMITTEE
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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 2003, 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
2003 for filing with the Securities and Exchange Commission.
THE AUDIT COMMITTEE
William N. Scherer, Sr., Chairman
Shirley E. Boyer
Thomas Clocker
Alan E. Hahn
Karen B. Thorwarth
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PROPOSAL II -- AUTHORIZATION FOR APPOINTMENT OF AUDITORS
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Selection of Auditors
In accordance with its Charter, and with the endorsement of the Board, the
Audit Committee has selected the firm of Trice Geary & Myers LLC, which was the
Company's independent auditing firm for the 2003 fiscal year, to be retained by
the Company as its independent auditors for the 2004 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 Audit Committee to
select an outside auditing firm for the ensuing year.
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, 2002 and 2003:
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
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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, 2002 and December 31, 2003 totaled
$81,489 and $81,320, respectively.
Audit Related Fees. Audit related services include services related to the
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, 2002 and December 31, 2003 totaled $19,529 and $24,546, 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, 2002 and
December 31, 2003 totaled $10,645 and $4,815, 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, reviews of the Bank's information technology regulatory compliance,
and services in connection with annual and special meetings of stockholders for
the years ended December 31, 2002 and December 31, 2003 totaled $11,012 and
$11,964, 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.
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OTHER MATTERS
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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.
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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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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.
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MISCELLANEOUS
--------------------------------------------------------------------------------
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.
- xii -
The Company's 2003 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, 2003 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.
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STOCKHOLDER PROPOSALS
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Any stockholder desiring to present a proposal at the 2005 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 10, 2004. The persons designated by the Company to vote
proxies given by stockholders in connection with the Company's 2004 Annual
Meeting of Stockholders will not exercise any discretionary voting authority
granted in such proxies on any matter not disclosed in the Company's 2005 proxy
statement with respect to which the Company has received written notice no later
than February 23, 2005 that a stockholder (i) intends to present such matter at
the 2005 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 2005 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 8, 2004
---------------------------------
- xiii -
|X| PLEASE MARK VOTES REVOCABLE PROXY
AS IN THIS EXAMPLE GLEN BURNIE BANCORP
2003 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 13, 2004 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.
VOTE FOR
FOR WITHHELD EXCEPT
--- -------- ------
1. To elect as directors all nominees listed below: [ ] [ ] [ ]
F. William Kuethe, Jr.
Thomas Clocker
William N. Scherer, Sr.
Karen B. Thorwarth
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.
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FOR AGAINST ABSTAIN
--- ------- -------
2. To authorize the Board of Directors to select auditors for [ ] [ ] [ ]
the 2004 fiscal year
The Board of Directors recommends a vote "FOR" the above listed propositions.
IF YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE CHECK THIS BOX [ ]
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 PROPOSALS 2 AND 3. 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 2003 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
--------