(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:
|
(1)
|
Amount
Previously Paid:
|
(2)
|
Form,
Schedule or Registration Statement
No.:
|
(3)
|
Filing
Party:
|
(4)
|
Date
Filed:
|
(1)
|
To
elect four (4) directors for three-year terms, and until their
successors
are elected and qualified;
|
(2)
|
To
transact such other business as may properly come before the Annual
Meeting or any adjournment thereof. Management is not aware of
any other
business.
|
BY ORDER OF THE BOARD OF DIRECTORS | |
William J. Small | |
Chairman, President and Chief Executive Officer |
YOU
ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING. IT IS IMPORTANT
THAT
YOUR SHARES BE REPRESENTED REGARDLESS OF THE NUMBER YOU OWN. EVEN
IF YOU
PLAN TO BE PRESENT, WE URGE YOU TO COMPLETE, SIGN, DATE AND RETURN
THE
ENCLOSED PROXY PROMPTLY IN THE ENVELOPE PROVIDED OR FOLLOW THE
INSTRUCTIONS ON THE PROXY CARD FOR VOTING BY TELEPHONE OR OVER
THE
INTERNET. IF YOU ATTEND THE ANNUAL MEETING, YOU MAY VOTE EITHER
IN PERSON
OR BY PROXY. ANY PROXY GIVEN MAY BE REVOKED BY YOU IN WRITING OR
IN PERSON
AT ANY TIME BEFORE IT IS
EXERCISED.
|
Name
of Beneficial Owner or
Number
of Persons in Group
|
Amount
and Nature of
Beneficial
Ownership as of
March
3, 2006 (1)
|
Percent
of
Common
Stock (2)
|
|||||
First
Defiance Financial Corp.
Employee
Stock Ownership Plan
|
606,622
|
(3) |
8.48%
|
||||
Private
Capital Management
|
624,999
|
(4) |
8.74%
|
||||
Dimensional
Fund Advisors, Inc.
|
471,663
|
(5) |
6.59%
|
||||
John
L. Bookmyer
|
116
|
(6) |
−
|
||||
Stephen
L. Boomer
|
15,239
|
−
|
|||||
Dr.
Douglas A. Burgei
|
21,477
|
(7) |
−
|
||||
Peter
A. Diehl
|
7,202
|
(8) |
−
|
||||
Dr.
John U. Fauster III
|
35,106
|
(9) |
−
|
||||
Dwain
I. Metzger
|
652
|
−
|
|||||
Gerald
W. Monnin
|
47,770
|
(10) |
−
|
||||
James
L. Rohrs
|
90,083
|
(11) |
1.26%
|
||||
William
J. Small
|
163,311
|
(12) |
2.26%
|
||||
Samuel
S. Strausbaugh
|
526
|
−
|
|||||
Thomas
A. Voigt
|
17,720
|
(13) |
−
|
||||
Gregory
R. Allen
|
40,081
|
(14) |
−
|
||||
John
C. Wahl
|
103,520
|
(15) |
1.44%
|
||||
All
directors and executive
officers
as a group (13 persons)
|
542,806
|
(16) |
7.44%
|
(1)
|
Unless
otherwise indicated, the named person has sole voting power and
sole
investment power with respect to the indicated
shares.
|
(2)
|
If
no percent is provided, the number of shares is less than 1% of
the total
outstanding shares of Common Stock.
|
(3)
|
Shares
owned by First Defiance Financial Corp. Employee Stock Ownership
Plan, 601
Clinton St., Defiance, OH (“ESOP”) which have been allocated to persons
listed in this table are also included in those persons’
holdings.
|
(4)
|
Based
on Schedule 13G filed with the Securities and Exchange Commission
(the
“SEC”) on February 14, 2006, Private Capital Management, 8889 Pelican
Bay
Blvd. Suite 500, Naples, FL 34108 (“PCM”) is an investment advisor
registered under Section 203 of the Investment Advisors Act of
1940. PCM
reported shared voting and investment power over 608,499 shares
of Common
Stock. Gregg J. Powers, President of PCM, reported shared voting
and
investment power over the same 608,499 shares. Bruce S. Sherman,
Chief
Executive Officer of PCM, reported shared voting and investment
power over
624,999 shares of Common Stock, (including the 608,499 shares also
reported by PCM and Mr. Powers) and sole voting and investment
power over
an additional 16,500 shares of Common Stock.
|
(5)
|
Based
on Schedule 13G filed with the SEC on February 1, 2006, Dimensional
Fund
Advisors Inc., 1299 Ocean Avenue, 11th
Floor, Santa Monica, CA 90401 (“Dimensional”), an investment advisor
registered under Section 203 of the Investment Advisors Act of
1940,
possesses both voting and investment power over 471,663 shares
of Common
Stock. All 471,663 shares reported are owned by the entities for
which
Dimensional serves as investment advisor, and Dimensional disclaims
beneficial ownership of such
securities.
|
(6)
|
All
shares held by First Defiance Deferred Compensation
Plan
|
(7)
|
Includes
1,943 shares that may be acquired upon exercise of stock
options
|
(8)
|
Includes
1,167 shares that may be acquired upon the exercise of stock
options.
|
(8)
|
Includes
3,886 shares that may be acquired upon the exercise of stock options
and
1,000 shares owned with shared voting and investment
power.
|
(10)
|
Includes
39,794 shares owned with shared voting and investment power.
|
(11)
|
Includes
640 shares that vest within 60 days under the 1996 Management Recognition
Plan and Trust (“MRP”), 3,477 shares allocated to Mr. Rohrs’ account in
the ESOP and 60,800 shares that may be acquired upon the exercise
of stock
options.
|
(12)
|
Includes
15,757 shares allocated to Mr. Small’s account in the ESOP and 73,023
shares that may be acquired upon the exercise of stock options.
|
(13)
|
Includes
3,886 shares that may be acquired upon the exercise of stock options
and
1,330 shares owned with shared voting and investment
power.
|
(14)
|
Includes
4,055 shares allocated to Mr. Allen’s account in the ESOP and 19,100
shares that may be acquired upon the exercise of stock
options.
|
(15)
|
Includes
155 shares held in trust for the MRP which vest after 60 days for
which
Mr. Wahl is a trustee, 19,334 shares allocated to Mr. Wahl’s account in
the ESOP, 36,800 shares that may be acquired upon the exercise
of stock
options, and 10,000 shares owned with shared voting and investment
power.
|
Name
|
Age
|
Positions
Held at First Defiance
|
Director
Since
(1)
|
|||
Dr.
Douglas A. Burgei
|
51
|
Director
|
1995
|
|||
Dwain
L. Metzger
|
64
|
Director
|
2005
|
|||
Gerald
W. Monnin
|
67
|
Director
|
1997
|
|||
Samuel
S. Strausbaugh
|
42
|
Director
|
2006
|
Name
|
Age
|
Positions
Held at First Defiance
|
Director
Since
(1)
|
|||
Dr.
John U. Fauster
|
68
|
Director
|
1975
|
|||
James
L. Rohrs
|
58
|
Executive
Vice President of First
Defiance and President and Chief
Operating Officer of First Federal
|
2002
|
|||
Thomas
A. Voigt
|
63
|
Director
|
1995
|
Name
|
Age
|
Positions
Held at First Defiance
|
Director
Since
(1)
|
|||
John
L. Bookmyer
|
41
|
Director
|
2005
|
|||
Stephen
L. Boomer
|
55
|
Director
|
1994
|
|||
Peter
A. Diehl
|
55
|
Director
|
1998
|
|||
William
J. Small
|
55
|
Chairman,
President and
Chief Executive Officer
|
1998
|
Annual Compensation (3) | Long Term Compensation | |||||
---|---|---|---|---|---|---|
Name and | Year | Salary (1) | Bonus (2) | Awards | All Other Compensation | |
Principal Position | (4) | |||||
Stock Grants | Securities Underlying Options |
|||||
William J Small, Chairman, |
2005
|
$243,909
|
$105,643
|
—
|
1,000
|
$20,391
|
President and Chief Executive |
2004
|
233,009
|
75,914
|
—
|
1,000
|
24,421
|
Officer |
2003
|
225,024
|
43,815
|
—
|
1,000
|
24,133
|
John C. Wahl, Executive Vice |
2005
|
$150,600
|
$ 50,734
|
—
|
2,000
|
$18,298
|
President, Chief Financial |
2004
|
145,500
|
36,870
|
—
|
1,000
|
24,421
|
Officer and Treasurer |
2003
|
140,000
|
66,326
|
—
|
5,000
|
19,562
|
James L. Rohrs, Executive |
2005
|
$172,300
|
$ 58,044
|
—
|
2,000
|
$20,391
|
Vice President, President and |
2004
|
166,500
|
42,191
|
—
|
1,000
|
24,421
|
Chief Operating Officer of First Federal |
2003
|
162,000
|
76,749
|
—
|
5,000
|
23,769
|
Gregory R. Allen, Executive |
2005
|
$133,680
|
$ 38,600
|
—
|
2,000
|
$15,892
|
Vice President and Chief |
2004
|
129,786
|
28,190
|
—
|
5,000
|
24,421
|
Lending Officer of First Federal |
2003
|
126,006
|
51,169
|
—
|
10,000
|
19,234
|
(1)
|
Includes
amounts deferred by executives pursuant to First Defiance’s deferred
compensation program.
|
(2)
|
Bonus
amounts reflect amounts earned during the fiscal year as
determined by the
Compensation Committee, including amounts which are paid
in the following
year.
|
(3)
|
Does
not include amounts attributable to miscellaneous benefits
received by
executive officers. In the opinion of management of First
Defiance, the
costs to First Defiance of providing such benefits to any
individual
executive during each of the years presented did not exceed
the lesser of
$50,000 or 10% of the total of annual salary and bonus
reported for the
individual.
|
(4)
|
Consists
of amounts allocated by First Defiance on behalf the executives
pursuant
to the ESOP and matching contributions pursuant to First
Defiance’s 401(k)
Plan.
|
STOCK
OPTION GRANTS IN LAST FISCAL YEAR
|
||||||||||||
Individual
Grants
|
||||||||||||
Number
of
securities
underlying
options
|
Percent
of
total
options
granted
to
employees
|
Exercise
|
Expiration
|
Potential
realizable value at
assumed
rates of stock price
appreciation
for option terms
|
||||||||
Executive
Officer
|
granted
(1)
|
in
2005
|
Price
|
date
|
5%
|
10%
|
||||||
William
J. Small
|
1,000
|
1.63%
|
$25.89
|
2015
|
$16,282
|
$41,262
|
||||||
John
C. Wahl
|
2,000
|
3.27
|
25.89
|
2015
|
32,564
|
82,524
|
||||||
James
L. Rohrs
|
2,000
|
3.27
|
25.89
|
2015
|
32,564
|
82,524
|
||||||
Gregory
R. Allen
|
2,000
|
3.27
|
25.89
|
2015
|
32,564
|
82,524
|
||||||
7,000
|
11.43
|
$113,974
|
$288,834
|
|||||||||
Name
|
Shares
Acquired
on
Exercise
|
Value
Realized
|
Number
of Securities
Underlying
Unexercised
Options
at Year End
|
Value
of Unexercised
In-the-Money
Options
at Year End (1)
|
||
Exercisable
|
Unexercisable
|
Exercisable
|
Unexercisable
|
|||
William
J. Small
|
33,277
|
$601,065
|
72,423
|
2,400
|
$1,199,233
|
$
5,736
|
John
C. Wahl
|
4,100
|
67,291
|
51,100
|
5,800
|
798,390
|
25,080
|
James
L. Rohrs
|
−
|
−
|
59,800
|
13,800
|
832,132
|
129,800
|
Gregory
R. Allen
|
8,500
|
124,830
|
15,700
|
18,000
|
170,243
|
126,210
|
(1)
|
Based
on a per share market price of $27.09 at December 31, 2005
and exercise
prices ranging from $10.375 per share to $27.13 per
share.
|
|
Period
Ending
|
|||||
Index
|
12/31/00
|
12/31/01
|
12/31/02
|
12/31/03
|
12/31/04
|
12/31/05
|
First
Defiance Financial Corp.
|
100.00
|
144.73
|
185.65
|
261.83
|
300.81
|
291.62
|
NASDAQ
Composite
|
100.00
|
79.18
|
54.44
|
82.09
|
89.59
|
91.54
|
SNL
NASDAQ Bank Index
|
100.00
|
108.85
|
111.95
|
144.51
|
165.62
|
160.57
|
SNL
Midwest Thrift Index
|
100.00
|
115.01
|
148.26
|
205.97
|
227.46
|
222.27
|
1.
|
The
application of accounting principles to a specified transaction,
either
completed or proposed; or to the type of audit opinion
that might be
rendered on the First Defiance’s financial statements, and neither a
written report was provided to First Defiance or oral advice
was provided
that Crowe Chizek concluded was an important factor considered
by First
Defiance in reaching a decision as to the accounting, auditing
or
financial reporting issue; or
|
2.
|
Any
matter that was either the subject of a disagreement (as
defined in Item
304(a)(1)(iv) of Regulation S-K and the related instructions
to Item 304)
or a reportable event (as described in Item 304 (a) (1)
(v) of Regulation
S-K).
|
Ernst
&
Young
Fees
for
2004
|
Ernst
& Young
Fees
1/1/2005 -
9/16/2005
|
Crowe
Chizek Fees
9/16/2005
-
12/31/2005
|
||||||||
Audit
Fees
|
$
|
232,970
|
$
|
59,700
|
$
|
240,000
|
||||
Audit
Related Fees
|
19,550
|
28,545
|
4,260
|
|||||||
Tax
Fees
|
31,445
|
20,907
|
−
|
|||||||
Other
|
−
|
−
|
−
|
|||||||
Total
fees paid
|
$
|
283,965
|
$
|
109,152
|
$
|
244,260
|
2004
|
2005
|
||||||
Tax
return preparation
|
$
|
19,500
|
$
|
20,907
|
|||
Other
tax
|
11,945
|
−
|
|||||
$
|
31,445
|
$
|
20,907
|
BY ORDER OF THE BOARD OF DIRECTORS | |
William J. Small | |
Chairman, President and Chief Executive Officer |
ý PLEASE
MARK VOTES
AS
IN
THIS EXAMPLE
|
REVOCABLE
PROXY
FIRST
DEFIANCE FINANCIAL CORP.
|
For
|
With-
hold
|
For
All
Except
|
|||
THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
FIRST
DEFIANCE FINANCIAL CORP.
|
1. ELECTION
OF DIRECTORS TERM
FOR THREE-YEAR
|
o
|
o
|
o
|
|
ANNUAL
MEETING OF SHAREHOLDERS
|
EXPIRING IN 2009. | ||||
April
18, 2006
|
Nominees for a three-year term expiring in 2009: | ||||
1:00
p.m. local time
|
|||||
|
Douglas A. Burgei, Dwain L. Metzger, Gerald W. Monnin and
Samuel S. Strausbaugh
|
||||
The
undersigned hereby appoints the Board of Directors of First Defiance
Financial Corp. (the “Company”) as proxies, each with power to appoint his
substitute, and hereby authorizes them to represent and vote, as
designated below, all the shares of Common Stock of the Company
held of
record by the undersigned on March 3, 2006 at the Annual Meeting
of
Shareholders to be held at the home office of its subsidiary, First
Federal Bank, located at 601 Clinton Street, Defiance, Ohio 43512,
on
Tuesday, April 18, 2006, at 1:00 p.m., Eastern Time, and any adjournment
thereof.
|
INSTRUCTION:
To withhold authority to vote for any individual -nominee, mark
“For All
Except” and write that nominee’s name in the space provided
below.
|
||||
2.
In their discretion, the proxies are authorized to vote upon such
other business as may properly come before the
-meeting.
|
|||||
The
Board of Directors recommends a vote “FOR” Proposal 1 .
|
|||||
THIS
PROXY IS SOLICITED BY THE BOARD OF -DIRECTORS. THE SHARES OF THE
COMPANY’S
COMMON STOCK WILL BE VOTED AS SPECIFIED. IF NOT OTHERWISE SPECIFIED,
THIS
PROXY WILL BE VOTED “FOR” THE ELECTION OF THE BOARD OF DIRECTORS’ NOMINEES
TO THE BOARD OF DIRECTORS SPECIFIED IN PROPOSAL 1 AND -OTHERWISE
AT THE
DISCRETION OF THE PROXIES. YOU MAY REVOKE THIS PROXY AT ANY TIME
PRIOR TO THE TIME IT IS VOTED AT THE ANNUAL MEETING.
|
|||||
PLEASE
SIGN EXACTLY AS YOUR NAME(S) APPEAR(S) ON THIS CARD. When signing
as an
attorney, executor, administrator, trustee or guardian, please
give full
title. If a corporation or partnership, write in the full corporate
or
partnership name and have the President or other authorized officer
sign.
If shares are held jointly, each -holder should sign, but only
one
signature is required.
|
Please
be sure to sign and date
this Proxy in the box below |
Date | ||
Stockholder
sign above
|
Co-holder
(if any) sign
above)
|
PLEASE
ACT PROMPTLY
SIGN,
DATE & MAIL YOUR PROXY CARD
TODAY
|