DEF 14A 1 g67536ddef14a.txt WILSON BANK HOLDING COMPANY 1 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 Commission Only (as permitted by Rule 14a-6(e)(2)) [X] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 Wilson Bank Holding Company -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) -------------------------------------------------------------------------------- (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)(1) 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: 2 WILSON BANK HOLDING COMPANY LEBANON, TENNESSEE NOTICE OF ANNUAL MEETING OF SHAREHOLDERS To the Shareholders of Wilson Bank Holding Company: The Annual Meeting of Shareholders (the "Annual Meeting") of Wilson Bank Holding Company (the "Company") will be held on Tuesday, April 10, 2001 at 7:00 p.m., (CDT), at the main office of the Company, located at 623 West Main Street, Lebanon, Tennessee 37087, for the following purposes: (1) To elect thirteen (13) directors to hold office until the next Annual Meeting and until their successors are duly elected and qualified; (2) To ratify the appointment of Maggart & Associates, P.C. as auditors for the Company for 2001; and (3) To transact such other business as may properly come before the Annual Meeting or any adjournment(s) thereof. Only shareholders of record at the close of business on March 1, 2001 will be entitled to vote at the Annual Meeting or any adjournment(s) thereof. Your attention is directed to the Proxy Statement accompanying this Notice for a more complete statement regarding the matters proposed to be acted upon at the Annual Meeting. By Order of the Board of Directors, /s/ Jerry L. Franklin Jerry L. Franklin, Secretary March 8, 2001 YOUR REPRESENTATION AT THE ANNUAL MEETING IS IMPORTANT. TO ENSURE YOUR REPRESENTATION, WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY. SHOULD YOU SUBSEQUENTLY DESIRE TO REVOKE YOUR PROXY, YOU MAY DO SO AS PROVIDED IN THE ACCOMPANYING PROXY STATEMENT AT ANY TIME BEFORE IT IS VOTED. 3 WILSON BANK HOLDING COMPANY LEBANON, TENNESSEE PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS This Proxy Statement is furnished in connection with the solicitation by the Board of Directors of Wilson Bank Holding Company (the "Company") of proxies for the Annual Meeting of Shareholders of the Company to be held on Tuesday, April 10, 2001, at the Company's main office, 623 West Main Street, Lebanon, Tennessee 37087, at 7:00 p.m. (CDT). This proxy material was first mailed to shareholders on or about March 12, 2001. All valid proxies which are received will be voted in accordance with the recommendations of the Board of Directors unless otherwise specified thereon. A proxy may be revoked by a shareholder at any time prior to its use by filing with the Secretary of the Company a written revocation or a duly executed proxy bearing a later date, or by attending the Annual Meeting and voting in person. Only holders of record of the Company's common stock, par value $2.00 per share (the "Common Stock"), at the close of business on March 1, 2001 (the "Record Date") are entitled to notice of and to vote at the Annual Meeting. As of the Record Date, the Company had 2,029,555 shares of Common Stock issued and outstanding, the holders of which are entitled to one vote for each share held on each of the matters to be voted upon at the Annual Meeting. The representation in person or by proxy of at least a majority of the outstanding shares entitled to vote is necessary to provide a quorum at the meeting. The directors shall be elected by a plurality of the votes cast in the election by the holders of Common Stock represented and entitled to vote at the Annual Meeting. The ratification of the appointment of the Company's independent auditors as well as any other matters submitted to the shareholders, but not proposed in this Proxy Statement, shall be approved by the affirmative vote of a majority of the votes cast by the holders of Common Stock represented and entitled to vote at the Annual Meeting. The Board of Directors of the Company does not know of any other matters which will be presented for action at the Annual Meeting besides those proposed in this Proxy Statement, but the persons named in the proxy (who are directors of the Company) intend to vote or act with respect to any other proposal which may be presented for action according to their best judgment. Abstentions and "non-votes" are accounted as "present" in determining whether a quorum is present. A "non-vote" occurs when a nominee holding shares for a beneficial owner votes on one proposal, but does not vote on another proposal because the nominee does not have discretionary voting power and has not received instructions from the beneficial owner. A "non vote" will have no effect on the approval of the nominees to the Company's board of directors but will count as a vote against the ratification of the appointment of the Company's independent auditors. The cost of solicitation of proxies will be borne by the Company, including expenses in connection with preparing, assembling, and mailing this Proxy Statement. Such solicitation will be made by mail, and may also be made by the Company's regular officers or employees personally or by telephone or telegram. The Company may reimburse brokers, custodians and nominees for their expenses in sending proxies and proxy materials to beneficial owners. Wilson Bank and Trust (the "Bank") is located in Lebanon, Tennessee and is a wholly-owned subsidiary of the Company. The Bank has a wholly-owned subsidiary, Hometown Finance, Inc. (the "Finance Company"), a finance company organized under the Tennessee Industrial Loan and Thrift Companies Act. The Company also owns 50% of DeKalb Community Bank ("DCB"), located in Smithville, Tennessee and 50% of Community Bank of Smith County ("CBSC"), located in Carthage, Tennessee. Except as otherwise stated, or as the context otherwise requires, the information contained herein relates to the Company and the Bank. STOCK OWNERSHIP There are no persons who are the beneficial owners of more than 5% of the Company's Common Stock, its only class of voting securities. The following table sets forth information regarding the beneficial ownership of the Company's Common Stock as of March 1, 2001 (unless otherwise noted), for: - each of our directors and nominees; - each of our executive officers named in the Summary Compensation Table; and - all of our directors and executive officers as a group. The percentages of shares outstanding provided in the tables are based on 2,029,555 voting shares outstanding as of March 1, 2001. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and 1 4 generally includes voting or investment power with respect to securities. Shares issuable upon exercise of options that are exercisable within sixty days of March 1, 2001 are considered outstanding for the purpose of calculating the percentage of outstanding shares of Company Common Stock held by the individual, but not for the purpose of calculating the percentage of outstanding shares held by any other individual.

AMOUNT AND NATURE NAME AND ADDRESS OF OF BENEFICIAL PERCENT OF CLASS BENEFICIAL OWNER (1) OWNER(2) (%) ------------------------------------- ----------------- ---------------- Charles Bell 40,451 1.99 Jack W. Bell 25,342(3) 1.25 Mackey Bentley 20,514 1.01 J. Randall Clemons 29,181(4) 1.44 James F. Comer 15,675(5) 0.77 Jerry L. Franklin 26,599(6) 1.31 John B. Freeman 18,965 0.93 Marshall Griffith 12,161 0.60 Harold R. Patton 20,338(7) 1.00 James Anthony Patton 15,376 0.76 H. Elmer Richerson 6,026(8) 0.30 John R. Trice 37,173(9) 1.83 Robert T. VanHooser 5,721(10) 0.28 Executive Officers Gary Whitaker 2,900(11) 0.14 Executive officers and 301,210 14.84 Directors as a group (19 persons)

------------------ (1) The address for each of the directors and executive officers set forth in the table above is 623 West Main Street, Lebanon, Tennessee 37087. (2) Each person has sole voting and investment power with respect to the shares listed unless otherwise indicated. (3) Includes 1,044 shares held by or on behalf of Mr. J. Bell's children and/or other dependents. (4) Includes 2,174 shares held by or on behalf of Mr. Clemons' children and/or other dependents, 510 shares held by Mr. Clemons' wife and 400 shares exercisable under the Stock Option Plan (5) Includes 2,124 shares held by or on behalf of Mr. Comer's children and/or other dependents. (6) Includes 1,226 shares held by or on behalf of Mr. Franklin's children and/or other dependents. (7) Includes 1,863 shares held by Mr. H. Patton's wife. (8) Includes 266 shares exercisable as part of the Stock Option Plan. (9) Includes 8,525 shares held as trustee by Mr. Trice. (10) Includes 4,049 shares held jointly by Mr. VanHooser's wife and children. (11) Includes 133 shares exercisable as part of the Stock Option Plan. 2 5 ITEM 1 -- ELECTION OF DIRECTORS Directors are elected each year to hold office until the next Annual Meeting and until their successors are duly elected and qualified. The Company's by-laws provide for a minimum of five and maximum of fifteen directors, the exact number to be set by the Company's Board of Directors. The Company's Board of Directors has nominated thirteen individuals to stand for election at the 2001 Annual Meeting. Proxies may not be voted for a greater number of directors than thirteen. Unless contrary instructions are received, the enclosed proxy will be voted in favor of the election as directors of the nominees listed below. Each nominee has consented to be a candidate and to serve, if elected. All the nominees currently are serving as directors of the Company. While the Company's Board of Directors has no reason to believe that any nominee will be unable to accept nomination or election as a director, if such event should occur, proxies will be voted with discretionary authority for a substitute or substitutes who will be designated by the Company's current Board of Directors. INFORMATION CONCERNING DIRECTORS The following table contains certain information concerning the nominees, which information has been furnished to the Company by the individuals named.

CURRENT POSITION; BUSINESS DIRECTOR EXPERIENCE DURING PAST NOMINEE AGE SINCE FIVE YEARS(1) -------------------------------- --- -------- ---------------------------------------------------- Charles Bell(2)(4) 62 1993 Director; Consultant (1995-Present) and President (until 1995) - Lebanon Aluminum Products, Inc. Jack W. Bell(2)(5) 42 1987 Director; Owner - Jack W. Bell Builders, Inc.; Vice President of Operations - Lebanon Aluminum Products, Inc. (until 1995) Mackey Bentley 56 1987 Director; President - Bentley's Electric Company, Inc. J. Randall Clemons(4)(5) 48 1987 President; Chief Executive Officer and Director of the Company (since 1992); President, Chief Executive Officer and Director of the Bank James F. Comer(4) 42 1996 Director; Owner - Comer Farms; Vice President - Lending and Account Executive of Farm Credit Services of America (1980-1995) Jerry L. Franklin 62 1987 Director; Owner as franchisee of Ponderosa Restaurants John B. Freeman 61 1987 Director, Carquest of Lebanon; Chairman - Auto Parts and Service Company, Inc. Marshall Griffith 62 1987 Director; Businessman - Evergreen Company; Senior Vice President - Fidelity Federal Savings and Loan of Nashville, Tennessee prior thereto Harold R. Patton(3) 65 1987 Director; General Manager - Wilson Farmers' Cooperative James Anthony Patton(3) 40 1987 Director; Co-Owner, Container Service, Inc; Salesman - Custom Packaging, Incorporated H. Elmer Richerson 48 1998 Vice President of the Bank from 1989 until 1994 and Executive Vice President of the Bank since 1994 John R. Trice(5) 68 1991 Director (Chairman of the Company's Board of Directors); Owner - Trice Appraisal Services Robert T. VanHooser, Jr.(5) 71 1991 Director; Retired Business Development Officer - Wilson Bank and Trust 1991 - 96; President and CEO of Lebanon Bank, Lebanon, TN prior thereto

----------------- (1) All directors serve on the Boards of Directors of the Company, the Bank and the Finance Company. (2) Charles Bell is the father of Jack W. Bell. (3) Harold R. Patton is the father of James Anthony Patton. (4) Messrs. Clemons, Comer and Charles Bell serve on the Board of Directors of CBSC. (5) Messrs. Clemons, Trice, VanHooser and J. Bell serve on the Board of Directors of DCB. 3 6 DESCRIPTION OF THE BOARD AND COMMITTEES OF THE BOARD The Company does not have an executive compensation or nominating committee. The Board of Directors of the Company also serves as the Board of Directors of the Bank. The Board of Directors of the Company and the Board of Directors of the Bank, based upon recommendations by the Personnel Committee, establish general compensation policies and programs for the Company and the Bank and determine annually the compensation to be paid to Company and Bank employees, including executive officers. The Boards of Directors of the Company and the Bank also act as a nominating committee for directors and officers of the Company and the Bank by developing general criteria concerning the qualifications and selection of directors and officers, (including recommendations made by shareholders of the Company) and recommends candidates for such positions. Shareholder recommendations must be in writing to the attention of the Board of Directors and describe reasons why the shareholder finds the recommended person to be a qualified candidate. The Company has no standing committees. The Board of Directors of the Bank has ten standing committees consisting of the Audit, Executive, Personnel, Finance, Marketing, Building, Investment, Long Range Planning, Data Processing, and Trust Committees. The Chairman of the Board of Directors of the Bank (Mr. Griffith) and the President of the Bank (Mr. Clemons) are members of all the committees with the exception that Mr. Clemons is not on the Personnel Committee or Audit Committee. Audit Committee. The Company does not have an Audit Committee. The Bank, however, does have an Audit Committee, composed of Messrs. Freeman and Franklin, with Mr. VanHooser serving as Chairman. The Audit Committee reviews annual and interim reports of the independent auditors and provides advice and assistance regarding the accounting, auditing, and financial reporting practices of the Company and the Bank. The Audit Committee does not have a written charter. All of the Audit Committee's members are independent under the standards of the New York Stock Exchange. The Audit Committee held five meetings during 2000. Executive Committee. The Executive Committee is composed of Messrs. C. Bell, Comer, Trice and VanHooser, with Mr. Freeman serving as Chairman. The Executive Committee reviews corporate activities, makes recommendations to the Board of Directors on policy matters and makes executive decisions on matters that do not require a meeting of the full Board of Directors. The Executive Committee held ten meetings during 2000. Personnel Committee. The Personnel Committee, composed of Messrs. Bentley, C. Bell and VanHooser with Mr. J. Bell serving as Chairman, considers and recommends to the Board of Directors the salaries of all Bank personnel. This committee held three meetings during 2000. Finance Committee. The Finance Committee is the credit review board of the Bank. This committee reviews loan applications meeting certain criteria and approves those found creditworthy. In addition, this committee reviews all loans that are funded. The committee is comprised of five permanent members, Messrs. C. Bell, J. Bell, Bentley, Freeman and VanHooser, with Mr. Comer serving as Chairman and two "temporary" members, who served for two quarters each. During 2000, Messrs. J.A. Patton, H. Patton and Franklin each served as temporary members for two quarters. In addition, Mr. Trice served as an advisory member. The Finance Committee held twenty meetings during 2000. Marketing Committee. The Marketing Committee is composed of Messrs. Franklin, Freeman and J.A. Patton, with Mr. H. Patton serving as Chairman. The Marketing Committee recommends the direction of the marketing efforts of the Company and the Bank. This committee held four meetings during 2000. Building Committee. The Building Committee is composed of Messrs. J. Bell, Bentley and Trice, with Mr. T. Patton serving as Chairman. This committee makes recommendations to the Company's and the Bank's Boards of Directors on the immediate and future building needs of the Company and the Bank. This committee held three meetings during 2000. Investment Committee. The Investment Committee is composed of Messrs. Franklin, Freeman and H. Patton, with Mr. C. Bell serving as Chairman. The Investment Committee reviews and directs the investment portfolio of the Bank. This committee held eleven meetings during 2000. Long Range Planning Committee. The Long Range Planning Committee is composed of Messrs. J. Bell, Bentley, Comer and Trice, with Mr. VanHooser serving as Chairman. This committee explores strategic opportunities available to the Company and recommends the direction the Company should take on these matters. This committee held three meetings in 2000. Data Processing Committee. The Data Processing Committee is composed of Messrs. Comer, J.A. Patton and Richerson, with Mr. Franklin serving as Chairman. The Data Processing Committee reviews the computer hardware and software needs of the Company and makes recommendations regarding purchases thereof to the Board of Directors. This committee held five meetings during 2000. 4 7 Trust Committee. The Trust Committee, composed of Messrs. Franklin, Freeman and J.A. Patton, with Mr. Bentley serving as Chairman, is charged with the oversight of the Bank's trust activities. This committee held eight meetings during 2000. During the fiscal year ended December 31, 2000, the Board of Directors of the Bank held eighteen meetings while the Board of Directors of the Company met seventeen times. All incumbent directors attended more than 90% of the aggregate number of meetings of both the Bank's and the Company's Boards of Directors and the committees on which such member served. COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Section 16(a) of the Exchange Act requires the Company's officers and directors, and persons who beneficially own more than ten percent of the Common Stock, to file reports of ownership and changes in ownership with the SEC. Officers, directors, and greater than ten percent shareholders are required by federal securities regulations to furnish the Company with copies of all Section 16(a) forms they file. Based solely on the Company's review of the copies of such forms, or written representations from certain reporting persons furnished to the Company, the Company believes that its officers, directors and greater than ten percent beneficial owners were in compliance with all applicable filing requirements. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE NOMINEES LISTED ABOVE. ITEM 2 -- RATIFICATION OF INDEPENDENT AUDITORS The Board of Directors of the Company has selected Maggart and Associates, P.C. to serve as independent auditors for the current fiscal year upon the recommendation of the Audit Committee and considers it desirable that the selection of Maggart & Associates, P.C. be ratified by the shareholders. Maggart and Associates has served in this capacity for the Company since 1987. A representative of Maggart & Associates is expected to be present at the Annual Meeting, will have an opportunity to make a statement if he or she so desires and is expected to be available to respond to appropriate questions. FEES BILLED TO THE COMPANY BY MAGGART AND ASSOCIATES, P.C. DURING 2000 Audit Fees. The aggregate audit fees billed or to be billed to the Company by Maggart and Associates for professional services rendered for the audit of the Company's annual financial statements and for the reviews of the financial statements included in the Company's quarterly reports on Form 10-Q totaled $63,050. Financial Information Systems Design and Implementation Fees. Maggart and Associates provided no professional services to the Company regarding financial information systems design and implementation during 2000. All Other Fees. The aggregate fees billed to the Company by Maggart and Associates for all other services rendered to the Company, including tax related services, and the audit of the Company's 401(k) Plan, but excluding audit fees and financial information systems design and implementation fees, totaled $16,900. THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE RATIFICATION OF THE APPOINTMENT OF MAGGART AND ASSOCIATES, P.C. AS THE COMPANY'S INDEPENDENT AUDITORS. 5 8 ITEM 3 --OTHER MATTERS The Board of Directors is not aware of any other matters which may be brought before the Annual Meeting. However, if any matter other than the proposed matters properly comes before the meeting for action, proxies will be voted for such matters in accordance with the best judgment of the persons named as proxies. EXECUTIVE COMPENSATION SUMMARY COMPENSATION TABLE The following table provides information as to annual, long-term or other compensation during fiscal years 2000, 1999 and 1998 for Mr. Clemons, the Company's Chief Executive Officer, Mr. Richerson, the Bank's Executive Vice President and Gary Whitaker, the Bank's Senior Vice President, the only executive officers of the Company or the Bank with total annual compensation over $100,000.

LONG-TERM COMPENSATION ANNUAL COMPENSATION AWARDS ---------------------------------- ----------- NUMBER OF SECURITIES UNDERLYING ALL OTHER NAME AND PRINCIPAL POSITION YEAR SALARY BONUS(1) OPTIONS(2) COMPENSATION(3) ------------------------------------ ---- -------- -------- ----------- --------------- J. Randall Clemons, 2000 $201,465 $86,000 $25,780 President and Chief Executive 1999 181,500 76,000 4,000 23,689 Officer of the Company and the 1998 165,000 71,000 22,265 Bank H. Elmer Richerson, 2000 $150,000 $43,000 $22,122 Executive Vice President of the 1999 129,500 38,000 2,666 20,581 Bank 1998 115,000 35,500 18,273 Gary Whitaker, 2000 $ 94,500 $ 6,119 $14,781 Senior Vice President of the 1999 112,193 6,543 1,333 14,245 Bank 1998 92,475 6,259 11,214

---------------------- (1) Perquisites and other personal benefits did not exceed the lesser of either $50,000 or 10% of the total of annual salary and bonus for the named executive officer. (2) The number of securities underlying options have been adjusted to reflect the 4 for 3 stock split effective as of September 30, 1999. (3) Represents for the fiscal years 2000, 1999 and 1998 respectively, (i) the Company's matching grants under the Company's 401(k)/profit sharing plan in the amounts of $16,288, $15,493 and $15,221 for Mr. Clemons; $16,218, $15,493 and $13,893 for Mr. Richerson; and $11,613, $11,497 and $9,306 for Mr. Whitaker; and (ii) accruals by the Company with respect to the Company's obligations under the Executive Salary Continuation Agreements described below in the amounts of $9,492, $8,196 and $7,044 for Mr. Clemons; $5,904, $5,088 and $4,380 for Mr. Richerson; and $3,168, $2,748 and $1,908 for Mr. Whitaker. The Company has entered into Executive Salary Continuation Agreements with certain of its senior executive officers, including Messrs. Clemons, Richardson and Whitaker, pursuant to which the executives (or their beneficiaries) are entitled, if certain performance targets for the Bank are met, to receive annual payments of $70,000, $43,500, and $41,730, respectively, for 15 years, upon retirement at age 65 or, if sooner, death or disability of the executive. In the event the executive resigns or is terminated without cause prior to age 65, the executive is entitled to receive the vested portion of such benefits, with vesting occurring at the rate of 6%, 6% and 6% per year from March 30, 1995, March 30, 1995 and March 16, 1998, respectively for the named executives, if the required performance targets are met. As of December 31, 2000, Messrs. Clemons, Richardson and Whitaker were vested 30%, 30% and 12%, respectively. The performance target is average return on assets for the Bank over the vesting period for each executive, as follows: 1.0% or better (100% of vested benefit); .9-.99% (90%); .8-.89% (80%); .7-.79% (70%) and below .7%, no benefit. Payment of the benefits is contingent on the executive not competing with the Bank for three years after termination of employment. In the event there is a change in control of the Bank or the Company, the benefits become fully vested without regard to the performance target or the non-competition agreement. A change in control is the 6 9 acquisition of 50% or more of the shares of the Bank or the Company, or a merger, consolidation or similar transaction involving the Bank or the Company, or the cessation by either of their business activities or existence. AGGREGATE OPTION EXERCISES DURING 2000 AND FISCAL YEAR END OPTION VALUES The following table provides information related to options exercised by the named executive officers during the 2000 fiscal year and the number and value of options held at fiscal year end. The Company has not issued stock appreciation rights or warrants to its executive officers.

VALUE OF UNEXERCISED IN-THE-MONEY NUMBER OF SECURITIES UNDERLYING OPTIONS/SARS AT FISCAL YEAR END UNEXERCISED OPTIONS/SARS(#) ($)(1) -------------------------------- ------------------------------- SHARES ACQUIRED ON ON VALUE EXERCISE REALIZED NAME (#)(2) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE ------------- ----------- -------- ----------- ------------- ----------- ------------- J. Randall 400 3,600 $1,976 $17,784 Clemons H. Elmer 266 2,400 $1,314 $11,856 Richerson Gary Whitaker 133 1,200 $ 657 $ 5,928

--------------- (1) The closing price for the common stock as of December 31, 2000 was $35.50. Value is calculated on the basis of the difference between the option exercise price and $35.50 multiplied by the number of shares of Common Stock underlying the option. (2) The named executive officers did not exercise any stock options during 2000. DIRECTORS' COMPENSATION Each of the Company's directors is elected at the Annual Meeting and serves until the next Annual Meeting and until his successor has been duly elected and qualified. The Board of Directors of the Company also serves as the Board of Directors of the Bank. In 1999, each director received $1,650 per month for his services as a director of the Company and $800 for each Board of Directors' meeting of the Bank and $450 for each committee meeting of the Bank he attended, not to exceed $1,350 per month. In addition, a one-time fee was paid of $1,287 to directors of the Company plus $1,053 to directors of the Bank for the two planning retreats held during 2000. PERSONNEL COMMITTEE REPORT ON EXECUTIVE COMPENSATION Decisions with respect to compensation of the Company's and the Bank's executive officers, including the Chief Executive Officer and the other named executive officers, for fiscal 2000 were made by the Board of Directors of the Bank based upon recommendations by the Personnel Committee. Compensation of executive officers consists of a base salary, an annual bonus, and matching and profit-sharing contributions under the Company's 401(k) plan (as well as health and disability insurance and other non-cash benefits similar to those of all employees of the Bank or Company). No member of the Personnel Committee served as an officer or employee of the Company or any of its subsidiaries during 2000. The overarching policy of the Personnel Committee and the Board of Directors in determining executive compensation, including the compensation of the Chief Executive Officer, is to attract and retain the highest quality talent to lead the Company and to reward key executives based upon their individual performance and the performance of the Bank and the Company. The Personnel Committee believes that providing incentives to, and rewarding the performance of, the Company's officers enhances the profitability of the Company. In recommending the 2000 base salary of J. Randall Clemons, the Company's and the Bank's Chief Executive Officer, the Personnel Committee reviewed a Tennessee Banking Association ("TBA") survey of compensation levels for Chief Executive Officers of Middle Tennessee banks or bank holding companies with assets of $100-500 million. The Personnel Committee also reviewed the Chief Executive Officer compensation average for a specific six (6) bank cluster within Middle 7 10 Tennessee taken from the TBA survey. Decisions regarding compensation were made in view of these sources of information with the intent to compensate the Chief Executive Officer with a comparable base salary. The Personnel Committee further considered the Bank's and the Company's overall financial performance in 2000 in recommending Mr. Clemons' base salary (including asset quality and growth, net income, earnings per share and return on equity compared to the previous year). For example, total assets for fiscal 2000 for the Company increased 21.6% compared with 1999, net income increased 14.9% and earnings per share increased 12.3% compared with 1999. Mr. Clemons' base salary increased 11.6% in the same period. Notwithstanding disclosure of certain performance measures in this paragraph, the Personnel Committee's recommendations concerning Mr. Clemons' base salary were not based upon the attainment of any specific quantitative performance objectives. The base salary for Mr. Richerson and Mr. Whitaker were based on similar criteria and considerations. Executive officers are eligible for an annual cash bonus pursuant to a formula determined by the Board of Directors based upon the Company's net income for the fiscal year. In 2000, Mr. Clemons was eligible for, and received, $6,000 for the first $1.25 million of net income earned by the Company and $5,000 for each additional $250,000 of net income earned. Mr. Richerson was eligible for, and received, $3,000 for the first $1.25 million of net income earned by the Company and $2,500 for each additional $250,000 of net income earned. Mr. Whitaker was eligible for, and received a bonus determined by the ROA performance of the bank. Employees, including executive officers, also receive a matching grant of $.35 from the Company for each one dollar ($1) contributed by the employee to the employee's 401(k) account. No employee is entitled to contribute more than $10,500. The Company contributes additional funds into each employee's 401(k) account under a profit-sharing arrangement based upon each employee's base salary as a percentage of the Company's total payroll. The compensation levels for fiscal 2000 for members of management other than Mr. Richerson, Mr. Clemons and Mr. Whitaker were established by the Personnel Committee based upon the recommendation of the Company's Chief Executive Officer, J. Randall Clemons. Mr. Clemons' recommendations regarding these salaries were based on considerations and criteria similar to those described above. Jack W. Bell, Chairman Charles Bell William Mackey Bentley Robert VanHooser Marshall Griffith The foregoing report of the Personnel Committee shall not be deemed incorporated by reference by any general statement incorporating by reference the Proxy Statement into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that the Company specifically incorporates this information by reference, and shall not otherwise be deemed filed under such acts. AUDIT COMMITTEE REPORT FOR 2000 The Audit Committee reviews the Company's financial reporting process on behalf of the Board of Directors. Management has the primary responsibility for the financial statements and the reporting process. The Company's independent auditors are responsible for expressing an opinion on the conformity of the Company's audited financial statements to generally accepted accounting principles. In this context, the Audit Committee has reviewed and discussed with management and the independent auditors the audited financial statements. The Audit Committee has discussed with the independent auditors the matters required to be discussed by Statement on Auditing Standards No. 61 (Communication with Audit Committees). In addition, the Audit Committee has received from the independent auditors the written disclosures required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees) and discussed with them their independence from the company and its management. The Audit Committee has considered whether the independent auditors provision of non-audit services to the Company is compatible with the auditor's independence. In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors, and the Board of Directors has approved, that the audited financial statements be included in the Company's Annual Report on Form 10-K for the year ended December 31, 2000, for filing with the Securities and Exchange Commission. Robert T. VanHooser, Jr, Chairman Jerry Franklin Marshall Griffith John B. Freeman 8 11 The foregoing report of the Audit Committee shall not be deemed incorporated by reference by any general statement incorporating by reference the Proxy Statement into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that the Company specifically incorporates this information by reference, and shall not otherwise be deemed filed under such acts. PERSONNEL COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION During fiscal 2000, the Personnel Committee of the Board of Directors of the Bank was composed of Messrs. C. Bell, Bentley, VanHooser and J. Bell serving as Chairman. With the exception of Mr. VanHooser who was an officer of the Bank until 1996, none of these persons has at any time been an officer or employee of the Company or any of its subsidiaries. There are no relationships among the Company's executive officers, members of the Personnel Committee or entities whose executives serve on the Board of Directors or the Personnel Committee that require disclosure under applicable regulations of the SEC. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Some directors and principal officers of the Company at present, as in the past, are customers of the Bank and have had and expect to have loan transactions with the Bank in the ordinary course of business. In addition, some of the directors and officers of the Bank are at present, as in the past, affiliated with businesses which are customers of the Bank and which have had and expect to have loan transactions with the Bank in the ordinary course of business. These loans were made in the ordinary course of business and were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other parties. In the opinion of the Board of Directors, these loans do not involve more than a normal risk of collectability or present other unfavorable features. During 2000, John R. Trice Appraisals, Inc. was paid an aggregate of $257,000 for 851 appraisals and inspections performed in connection with loans originated by the Bank. This company is owned by John R. Trice, a director of the Company and the Bank. The payments made by the Bank were reimbursed in full by the persons and/or entities whose properties were appraised. 9 12 SHAREHOLDER RETURN PERFORMANCE GRAPH The following graph compares the percentage change in the unaudited total return on the Company's Common Stock against the cumulative total return of the NASDAQ Index and The Carson Medlin Company's Independent Bank Index between December 31, 1995 and December 31, 2000. The graph assumes the value of the investment in the Company's Common Stock and each index was $100 at December 31, 1995 and that all dividends were reinvested. The following Performance Graph shall not be deemed incorporated by reference by any general statement incorporating by reference the proxy statement into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that the Company specifically incorporates this information by reference, and shall not otherwise be deemed filed under such acts.

1995 1996 1997 1998 1999 2000 ---- ---- ---- ---- ---- ---- WILSON BANK HOLDING COMPANY 100 112 126 142 175 198 INDEPENDENT BANK INDEX 100 128 193 204 185 191 NASDAQ INDEX 100 123 151 213 395 238

10 13 SHAREHOLDERS' PROPOSALS AND OTHER MATTERS Shareholders intending to submit proposals for presentation at the next Annual Meeting and inclusion in the Proxy Statement and form of proxy for such meeting should forward such proposals to J. Randall Clemons, Wilson Bank Holding Company, 623 West Main Street, Lebanon, Tennessee 37087. Proposals must be in writing and must be received by the Company prior to November 15, 2001 in order to be included in the Company's Proxy Statement and form of proxy relating to the 2001 Annual Meeting of Shareholders. Proposals should be sent to the Company by certified mail, return receipt requested, and must comply with Rule 14a-8 of Regulation 14A of the proxy rules of the SEC. For any other shareholder proposals to be timely (but not considered for inclusion in the Company's Proxy Statement), a shareholder must forward such proposal to Mr. Clemons at the Company's main office (listed above) prior to January 28, 2002. GENERAL In addition to solicitation by mail, certain directors, officers and regular employees of the Company and the Bank may solicit proxies by telephone, telegram or personal interview for which they will receive no compensation other than their regular salaries. The Company may request brokerage houses and custodians, nominees and fiduciaries to forward soliciting material to the beneficial owners of the Company's Common Stock held of record by such persons and may reimburse them for their reasonable out-of-pocket expenses in connection therewith. The Company's 2000 Annual Report is mailed herewith. A copy of the Company's Annual Report to the SEC on Form 10-K for the year ended December 31, 2000, is available without charge to any shareholder by writing to Becky Taylor, Wilson Bank Holding Company, 623 West Main Street, Lebanon, Tennessee 37087. By order of the Board of Directors, /s/ Jerry L. Franklin Jerry L. Franklin Secretary Lebanon, Tennessee March 8, 2000 11 14 Form of Proxy WILSON BANK HOLDING COMPANY NOTICE OF ANNUAL MEETING OF SHAREHOLDERS NAME AND ADDRESS LABEL THIS PROXY IS SOLICITED UPON BEHALF OF THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING TO BE HELD ON APRIL 10, 2001. The undersigned hereby appoints Harold R. Patton and Mackey Bentley, or either of them, with full power of substitution, as proxies, and hereby authorizes them to vote, as designated, all shares of common stock of Wilson Bank Holding Company, held by the undersigned on March 1, 2001 at the Annual Meeting of Shareholders to be held Tuesday, April 10, 2001 at 7:00 p.m., (CST), at the main office of Wilson Bank and Trust, located at 623 West Main Street, Lebanon, Tennessee 37087 and any adjournment(s) thereof. 1. ELECTION OF DIRECTORS ____ FOR all nominees (except as marked to the contrary below) Charles Bell James F. Comer Marshall Griffith H. Elmer Richerson Jack W. Bell Jerry L. Franklin Harold R. Patton John R. Trice Mackey Bentley John B. Freeman James Anthony Patton Robert T. VanHooser, Jr. J. Randall Clemons ____ Withhold authority to vote for all thirteen nominees; ____ WITHHOLD AUTHORITY TO VOTE FOR THE FOLLOWING NOMINEE(S), WRITE THAT NOMINEE'S NAME ON THE LINE BELOW: ----------------------------------------------------------------------- 2. RATIFICATION OF MAGGART AND ASSOCIATES, P.C. AS INDEPENDENT AUDITORS FOR THE CURRENT FISCAL YEAR. ____ FOR ____ AGAINST ____ ABSTAIN In their discretion, the proxies are authorized to vote upon such business as may properly come before this meeting. THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER(S). IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2. Signature _________________________ Date _______________ Signature (if held jointly) _________________________ Date _______________ Please sign exactly as your name appears on your share certificates. Each joint owner must sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name as authorized. If a partnership, please sign in partnership name by an authorized person. BE SURE TO MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY IN THE ADDRESSED POSTAGE PAID ENVELOPE PROVIDED