2018 Annual Meeting Information Statement (FCA Regulation Part )

Transcription

1 (FCA Regulation Part ) THE 2018 ANNUAL MEETING WILL BE HELD TUESDAY, FEBRUARY 20, 2018 AT THE HILTON GARDEN INN, 101 S. FRONT STREET, ALBANY, GEORGIA Registration will begin at 6:30 p.m., followed by Dinner at 7 p.m. The Business meeting will commence immediately following Dinner.

2 DIRECTOR ELECTIONS The Bylaws of Southwest Georgia Farm Credit state that as to each respective matter presented to members at an Annual Meeting, three percent (3%) of the voting stockholders of the Association shall constitute a quorum. The vote of a majority of the Voting Stockholders at the Annual Meeting will prevail in voting issues. VOTING RIGHTS In accordance with Article III, Second 350.1, each Voting Stockholder shall be entitled to only one vote regardless of the number of single or joint loans such Voting Stockholder may have with the Association. For the purpose of this Section, loan(s) made to one or more members of such Voting Stockholder s household, or to one or more entities in which such Voting Stockholder is an equity owner, and which the Association reasonably believes to be for the sole purpose of creating multiple votes, shall be deemed to be loan(s) made to such Voting Stockholder. In the case of joint loans, the vote may be cast by only one of the joint holders duly authorized by the other joint holder(s) in a writing filed with the Association. The vote of a Voting Stockholder that is a legal entity shall be cast by an individual equity owner or officer of the entity, duly authorized in a writing filed with the Association. In no event may an individual vote more than once, nor shall any Voting Stockholder be entitled to cumulate votes. VOTING STOCKHOLDERS The record date for determination of those entitled to vote shall be the close of business on November 30, Shareholders of Class C stock entitled to vote total 1,163. NOMINATIONS The Bylaws provide for a Nominating Committee to review the list of eligible stockholders, ascertain the willingness of the members to serve and their business qualifications and submit for election a slate of eligible individuals to run as candidates for the Association Director and Nominating Committee positions. A Teller Committee shall be appointed and convened to tally the ballots of the elections for the board nominees and the Nominating Committee for the following year and shall report the results to the chairman of the meeting, who shall then inform the members of the results. The nominee receiving the largest number of votes for each board position shall be declared elected. Voting stockholders shall elect a Nominating Committee of four members and two alternates to serve the following year. The four nominees receiving the largest number of votes will be declared elected as members, and the nominees receiving the next two largest number of votes shall be declared elected as alternates. If no person is elected to a position because of a tie vote, a runoff election between those two shall be held.

3 TERM Three elected seats will expire in 2018 and will be filled by a three-year term by vote of the stockholders at the Annual Meeting in Two elected seats will expire in 2019 and will be filled by a three-year term by vote of the stockholders at the Annual Meeting in One elected seat will expire in 2020 and will be filled by a three-year term by vote of the stockholders at the Annual Meeting in Two Outside Director seats will expire in 2020 and will be filled for a three-year term by vote of the Board of Directors in NOMINEES Nominees are nominated on an atlarge basis within the Association territory, which serves Baker, Calhoun, Chattahoochee, Clay, Decatur, Dougherty, Early, Grady, Lee, Marion, Miller, Mitchell, Quitman, Randolph, Seminole, Schley, Stewart, Sumter, Terrell, Thomas, and Webster counties. Any person nominated from the floor must provide, in writing at the Annual Meeting, all of the disclosures required of senior officers or directors as outlined in Farm Credit Administration Regulation (j) and (k) and (d) (4). ELECTION OF DIRECTORS AND NOMINATING COMMITTEE The Bylaws provide for a Nominating Committee to review the list of eligible stockholders, ascertain the willingness of the member to serve and their business qualifications and submit for election a slate of eligible individuals to run as candidates for the Association Director and Nominating Committee positions. A Teller Committee shall be appointed and convened to tally the ballots of the elections for the board nominees and the Nominating Committee for the following year and shall report the results to the chairman of the meeting, who shall then inform the members of the results. The nominees receiving the largest number of votes shall be declared elected as members, and the nominees receiving the next two largest number of votes shall be declared elected as alternates. If no person is elected to a position because of a tie vote, a runoff election between those two shall be held.

4 DIRECTORS CURRENTLY SERVING Name Age Term Expires Period Served Agriculture Type John M. Bridges, Jr to present Cotton, Peanuts, Sweet Corn Jeffrey A. Clark to present Outside Director James H. Dixon, Jr to present Poultry Clifford Dollar, Jr to present Cattle, Cotton, Peanuts Robert L. Holden, Sr to present Cattle, Poultry, Row Crops Edward D. Milliron to present Corn, Cotton, Peanuts Tom Harrison to present Outside Director Kimbley D. Rentz to present Cotton, Peanuts, Sweet Corn All incumbent directors attended at least 75 percent of the board meetings held during All incumbent directors except Mr. Edward Ted Milliron attended at least 75 percent of the meetings of committees on which he served during Incumbent director Edward Ted Milliron attended 60 percent of the meetings of the Compensation Committee on which he served during The following are the names and biographical information on each of the nominees for election to the Board of Directors: NOMINEES Board Position No. 1 JOHN M. BRIDGES, JR. Mr. Bridges, age 59, resides near Brinson, Georgia in Decatur County. He graduated from the University of Georgia with a degree in Animal Science. His business address is 3598 Dothan Road, Brinson, Georgia He has farmed for 38 years, and farming has been his principal occupation for the past five years. He currently farms approximately 3,000 acres, producing cotton, peanuts, green beans and other vegetables. Mr. Bridges currently serves on the boards of Southwest Georgia Farm Credit (agricultural and rural lending) where he serves on the Governance and Risk Management Committees, the Decatur County Farm Bureau (farm federation), Southwest Georgia Academy (education) and AFG Feeds (livestock feed production and sales). Mr. Bridges is a member of First United Methodist Church in Bainbridge, Georgia. He and his wife, Cathy, have five children. The Association has loans to an immediate family member of Mr. Bridges that were made in the ordinary course of business on the same terms, including interest rates, amortization schedule and collateral, as those prevailing at the time for comparable transactions with other persons or entities, and involved no more than normal risk of collectibility. JEFFREY CANNON MOSELEY, JR. Mr. Moseley, age 35, grew up in the Blakely, Georgia area, and he has resided in that area since completing college. Mr. Moseley received associate degrees in Animal Science and Animal Health from Abraham Baldwin Agricultural College. He began his farming operation in Farming has been his principal occupation for the past five years. His business address is 115 Harper Loop, Blakely, Georgia

5 Mr. Moseley currently farms approximately 500 acres producing peanuts, cotton and soybeans, and he has a 600 head beef cattle herd. He currently serves on no other boards. Mr. Moseley and his wife, Ali, have a daughter and a son. The Association has loans to an immediate family member of Mr. Moseley that were made in the ordinary course of business on the same terms, including interest rates, amortization schedule and collateral, as those prevailing at the time for comparable transactions with other persons or entities, and involved no more than normal risk of collectibility. Board Position No. 2 HAZEL P. HAYNES, DMD Dr. Haynes, 67, grew up in the Lumpkin, Georgia area on a row crop farm operated by her father. She currently resides near Lumpkin in Stewart County. Her business address is U.S. Highway 27 South, Lumpkin, Georgia She earned an undergraduate degree from Morris Brown College in Atlanta, Georgia and a DMD degree from the Augusta University Dental College of Georgia. She recently completed an MBA degree program with a concentration in Health Services Administration from Strayer University. Her professional career includes 25 years serving as a tenured Assistant Professor at the University Of Texas Health Science Center School Of Dentistry at San Antonio as well as being a dentist in private practice during the same period. She served as a United States Army Reserves dentist for 19 years during her association with the University of Texas. In 2003, she became a full-time practicing general dentist with the US Army Dental Corps, stationed at various forts in Texas, New Mexico and Georgia. Dr. Haynes attained the rank of Colonel and was the Officer-in-Charge at Love Dental Clinic in Ft. Benning, Georgia. She retired from the US Army Dental Corps in From 2012 to 2014 she was an Adjunct Professor or Full-time Instructor at Chattahoochee Valley Community College in Phenix City, Alabama. She has recently returned to the practice of Dentistry with Kool Smiles located in Columbus, Georgia. Her principal occupation for the past five years has been as a dentist and professor/instructor. Dr. Haynes purchased a small farm in the Lumpkin, Georgia area in 2008 and returned to the area to live full-time in Her farm operation consists of 66 acres of timberland, cropland and lakes where she produces vegetables, goats and fish. EDWARD TED MILLIRON Mr. Milliron, age 55, is a resident of the Randolph County community of Shellman, Georgia. His business address is 449 Ga. Highway 41 Shellman, Georgia He graduated from the University of Georgia with a B.S. degree in Agricultural Economics. He is a fifth generation crop and pecan farmer. Farming has been his principal occupation for the past five years. He owns and manages a diversified farming operation producing corn, cotton, peanuts and soybeans, with an additional 50 acres devoted to pecan production. Mr. Milliron, is currently a director on the Board of Southwest Georgia Farm Credit (agricultural and rural lending), and serves on the Compensation and Risk Management Committees. He also serves on the Randolph County Board of Tax Assessors (county government) and Milliron Farms. Inc. (family farm operation). Mr. Milliron is a member of Shellman United Methodist Church. He and his wife Venesa have two children, including a son who farms with him.

6 The Association has loans to immediate family members of Mr. Milliron and to a business entity controlled by Mr. Milliron that were made in the ordinary course of business on the same terms, including interest rates, amortization schedule and collateral, as those prevailing at the time for comparable transactions with other persons or entities, and involved no more than normal risk of collectibility. Board Position No. 3 R. LADON DURHAM Mr. Durham, age 50, grew up and currently lives in the Blakely, Georgia area in Early County. He earned a BA degree in accounting from the Stetson School of Business and Economics at Mercer University. He is the owner and manager of Bluffton Peanut, LLC, a peanut buying point, which has been his principal occupation for the past five years. He is a licensed grain/ seed dealer, and he maintains a beef cattle herd and rents his row crop land to his brother. His business address is 111 North Broad Street, Bluffton, Georgia Mr. Durham currently serves as a County Commissioner for Early County and he serves as a board member and president of the Early County Farm Bureau (farm federation). Mr. Durham also operates a trucking company, Bluffton Freight Company, which primarily provides trucking services to the peanut buying point. He and his wife, Danica, have a daughter and a son. KIM W. WOODWARD Mrs. Woodward, age 60, grew up in the Cuthbert, Georgia area in Randolph County and has lived in that area her entire life. Mrs. Woodward graduated from Randolph County High School and completed bookkeeping and clerical courses at Eufaula Vocational School. She has been associated with Evergreen Timber, Inc. since 1983 and has been the owner and president of the family-operated timber procurement and marketing business since Evergreen Timber buys timber, operates three contract logging crews and markets timber to various Georgia wood mills. Operating Evergreen Timber, Inc. has been Mrs. Woodward s principal occupation for the past five years. Her business address is 141 Fountain Bridge Road, Cuthbert, Georgia Mrs. Woodward also owns and manages approximately 360 acres of pine woodlands as well as 45 acres of pecan trees. Mrs. Woodward is married to Robert Woodward and she has two children, a daughter and a son. The Association has loans to an immediate family member of Mrs. Woodward and to a business entity controlled by Mrs. Woodward that were made in the ordinary course of business on the same terms, including interest rates, amortization schedule and collateral, as those prevailing at the time for comparable transactions with other persons or entities, and involved no more than normal risk of collectibility NOMINATING COMMITTEE NOMINEES Eric Cohen Randolph Ervin Joseph King Joan Michelson Andrew Payne Sammy Perkins NOMINATING COMMITTEE CURRENTLY SERVING Eric Cohen Joan Michelson Andrew Payne Joe King

7 DISCLOSURE INFORMATION Management is not aware of any transactions between the nominees and the ACA or its senior officers and staff which are prohibited by FCA Regulations. Additionally, loans to the nominees have been made in the ordinary course of business and were made on the same terms, including interest rates, amortization schedule and collateral, as those prevailing at the time for comparable transactions with other persons. No loan to a senior officer, director, nominee, or to any organization affiliated with such person, or any immediate family member who resides in the same household as such person or in whose loan or business operation such person has a material financial or legal interest, involved more than the normal risk of collectability. The nominees have not disclosed, and management is not aware of, any involvement the nominees may have had during the past five years concerning bankruptcy, state insolvency law, criminal proceedings or injunctions preventing the candidate from engaging in any type of business practices. The nominees, their immediate family members or organizations with which they are affiliated have not entered into any transactions other than those loans with the association in the past fiscal year. FINANCIAL STATEMENTS AND ANNUAL REPORT Each stockholder has been provided a copy of the Annual Report of Southwest Georgia Farm Credit, ACA, as of December 31, Included in the Annual Report was the Report of the Independent Accountants discussing their audit and opinion thereof. Additional copies of the Annual Report are available upon request. The final 2017 financial information statements will be mailed to all stockholders of record by the end of the first quarter of SHAREHOLDER INVESTMENT Shareholders investment in Southwest Georgia Farm Credit, ACA, may be materially affected by the financial condition and results of operations of AgFirst Farm Credit Bank. AgFirst Farm Credit Bank s financial reports to its shareholders will be made available upon request. Please contact Susanne Caughman, AgFirst Farm Credit Bank, P.O. Box 1499, Columbia, SC 29202, , ext. 2832, or scaughman@agfirst.com. I certify I have reviewed this information; that it is accurate and prepared in accordance with all applicable statutory and regulatory requirements. Kimbley D. Rentz, Chairman Board of Directors Southwest Georgia Farm Credit, ACA Richard S. Monson CEO/President Southwest Georgia Farm Credit, ACA Ryan G. Burtt Chief Financial Officer Southwest Georgia Farm Credit, ACA

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