First Ottawa Bancshares : April 9, 2025 – Proxy Statement
FOTB
April 9, 2025
Dear Fellow Stockholder:
The annual meeting of stockholders of First Ottawa Bancshares, Inc. will be held at the offices of First Ottawa Bancshares, Inc., located at 701 LaSalle Street, Ottawa, Illinois 61350, on Wednesday, May 21, 2025 at 3:00 p.m., local time.
The annual meeting will be held for the purposes of electing three persons to serve as Class II directors and transacting such other business as may properly come before the meeting. We recommend that you vote your shares "FOR" the director nominees.
Please read the enclosed proxy statement and then complete, sign and date the enclosed proxy form and return it in the accompanying postage-paid return envelope as promptly as possible. This will save us additional expense in soliciting proxies and will ensure that your shares are represented at the annual meeting.
The 2024 annual report to stockholders, including financial statements, is furnished with the enclosed notice of meeting and proxy statement.
Sincerely,
STEVEN M. GONZALO
CEO and President
First Ottawa Bancshares, Inc.
2799790.v2
NOTICE OF
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 21, 2025
NOTICE IS HEREBY GIVEN that the annual meeting of stockholders of First Ottawa Bancshares, Inc. will be held at our offices located at 701 LaSalle Street, Ottawa, Illinois 61350, on Wednesday, May 21, 2025 at 3:00 p.m., local time, for the following purposes:
Only stockholders of record at the close of business on March 24, 2025 will be entitled to notice of, and to vote at, the annual meeting. If there is an insufficient number of votes for a quorum, the meeting may be adjourned or postponed to permit First Ottawa to continue to solicit proxies.
By order of the board of directors,
Daniel Tuerk
Corporate Secretary
Ottawa, Illinois
April 9, 2025
PLEASE COMPLETE, SIGN, AND DATE THE PROXY FORM FOR THE ANNUAL MEETING AND PROMPTLY RETURN IT IN THE ENCLOSED, PRE-ADDRESSED ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
FIRST OTTAWA BANCSHARES, INC.
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
MAY 21, 2025
This proxy statement is furnished in connection with the solicitation of proxies on behalf of the board of directors of First Ottawa Bancshares, Inc. to be used at the annual meeting of stockholders to be held on May 21, 2025, and at any adjournments or postponements of the meeting. First Ottawa Bancshares, Inc., a Delaware corporation, is the holding company for American Commercial Bank & Trust, National Association, a national banking association located in Ottawa, Illinois. This proxy statement is first being mailed to First Ottawa's stockholders on or about April 9, 2025. As used in this proxy statement, unless the context indicates otherwise, the terms "First Ottawa," "we," "us" and "our" refer to First Ottawa Bancshares, Inc. and its consolidated subsidiaries, and the term "Bank" refers to American Commercial Bank & Trust, National Association.
The following information regarding the meeting and the voting process is presented in a question and answer format.
to your proxy, in accordance with their judgment.
Q. What matters will be voted on at the meeting?
1
If you want to vote in person, please come to the meeting. We will distribute written ballots to any stockholder who wants to vote at the meeting. Please note, however, that if your shares are held in the name of your broker or other fiduciary (or in what is usually referred to as "street name"), you will need to arrange to obtain a "legal proxy" from your broker or other fiduciary in order to vote in person at the meeting. Even if you plan to attend the meeting, you should complete, sign and return your proxy form in advance of the meeting just in case your plans change.
2
Continental Stock Transfer &
Trust Company
1 State Street
Floor 30
New York City, NY, 10275-0741;
If you hold your shares in the name of your broker or other fiduciary and desire to revoke your proxy, you will need to contact your broker or other fiduciary directly.
On March 24, 2025, the record date, there were 924,330 shares of common stock issued and outstanding that are entitled to vote.
3
soliciting proxies. We may reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy and solicitation materials to stockholders.
Q. Is First Ottawa subject to corporate governance reforms applicable to publicly traded companies?
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information with respect to the beneficial ownership of our common stock at December 31, 2024, by each director or nominee, and by all directors and all executive officers of First Ottawa as a group. Beneficial ownership has been determined for this purpose in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended, under which a person is deemed to be the beneficial owner of securities if he or she has or shares voting power or investment power with respect to such securities or has the right to acquire beneficial ownership of such securities within 60 days.
Amount and Nature
Name of Beneficial Owner
of Beneficial Ownership(1)
Percent of Class(2)
Directors
Bradley J. Armstrong(3)
6,486
*
Christina M. Cantlin-
VanWiggeren
920
*
Joseph Chiariello
43,351
4.7%
Lynn M. Dubajic Kellogg(4)
5,226
*
Steven M. Gonzalo
18,100
2.0%
Donald J. Harris(5)
3,734
*
Daniel K. Miller
129,634
14.0%
William K. Walsh(6)
60,835
6.6%
Brian P. Zabel(7)
4,129
*
Directors and Executive Officers as
a Group (16 persons)
281,434
30.5%
ELECTION OF DIRECTORS
Our directors are divided into three classes having staggered terms of three years. At the annual meeting, stockholders will be entitled to elect three Class II directors for a term expiring in 2028 or until their respective successors are elected and qualified.
Currently, we have nine directors serving on our board, a majority of whom are considered to be "independent" directors. Independent directors are non-insiders whom the full board has determined do not have other relationships with First Ottawa that would prevent them from making objective, independent decisions. Each director of First Ottawa also serves as a director of American Commercial Bank & Trust, National Association.
Generally, the board oversees our business and risk management and monitors the performance of management and does not involve itself in the day-to-day operations of First Ottawa, which are monitored by our executive officers and management. Our directors fulfill their duties and responsibilities by attending regular meetings of the board, and through committee membership.
Our board has established a fully independent Audit/Compliance Committee that oversees the relationship with our accountants. The Nominating and Corporate Governance Committee considers nominees for directors to be presented to stockholders and evaluates all potential nominees for election, including incumbent directors, board nominees and any stockholder nominees included in the proxy statement, in the same manner. Generally, the board believes that, at a minimum, directors should possess certain qualities, including the highest personal and professional ethics and integrity, a sufficient educational and professional background, demonstrated leadership skills, sound judgment, and a strong sense of service to the communities which we serve. In addition, the Compensation Committee determines the compensation levels for our executive officers, with our chief executive officer not participating in the consideration of his own compensation. Our independent directors meet in "executive session" without any inside directors or management at least once a year.
The proxy provides instructions for voting for all director nominees or for withholding authority to vote for one or more director nominees. Unless instructed to the contrary, the persons acting under your proxy will vote for the nominees listed below. In the event, however, that any nominee shall be unable to serve, which is not now contemplated, the proxy holders reserve the right to vote at the annual meeting for a substitute nominee.
Delaware law and our bylaws provide limitations on the manner in which a stockholder can nominate a director to stand for election or have a proposal voted on by stockholders at the annual meeting. Generally, a stockholder must provide written notice to our Corporate Secretary at our corporate headquarters of the stockholder's (a) nomination not less than 60 days nor more than 90 days in advance of the first anniversary date of the previous year's annual meeting and (b) proposal not less than 60 days in advance of the first anniversary date of the previous year's annual meeting.
Information about Directors and Nominees
The following table contains certain information with respect to each person who has been nominated for election as a director or is a continuing director, including the year each became a director of First Ottawa or of the Bank and his or her position with us. Our board of directors recommends that you vote your shares "FOR" each nominee.
NOMINEES
Name
Positions with First Ottawa or
(Age)
Director
American Commercial Bank & Trust, National
Since
Association
CLASS II
(Term to Expire in 2028)
Bradley J. Armstrong
1999
Director of First Ottawa and American Commercial
(Age 63)
Bank & Trust, National Association
Christina M. Cantlin-VanWiggeren
2023
Director of First Ottawa and American Commercial
(Age 48)
Bank & Trust, National Association
Steven M. Gonzalo
2014
Director, Chief Executive Officer and President of
(Age 57)
First Ottawa and American Commercial Bank &
Trust, National Association
CONTINUING DIRECTORS
Name
Positions with First Ottawa or
(Age)
Director Since
American Commercial Bank & Trust, National
Association
CLASS III
(Term to Expire in 2026)
Joseph Chiariello
2018
Director of First Ottawa and Director, Executive Vice
(Age 61)
President and Partner of American Commercial Bank
& Trust, National Association
Lynn Dubajic Kellogg
2015
Director of First Ottawa and Director of American
(Age 67)
Commercial Bank & Trust, National Association
William K. Walsh
2014
Director of First Ottawa and American Commercial
(Age 57)
Bank & Trust, National Association
CLASS I
(Term to Expire in 2027)
Donald J. Harris*
2000
Director of First Ottawa and American Commercial
(Age 71)
Bank & Trust, National Association
Daniel K. Miller
2018
Director and Vice Chairman of First Ottawa and
(Age 66)
Director and Chairman of American Commercial
Bank & Trust, National Association
Brian P. Zabel
2014
Director and Chairman of First Ottawa and Director
(Age 49)
of American Commercial Bank & Trust, National
Association
*Mr. Harris will be retiring in June of 2025 due to the mandatory retirement age listed in our company by- laws. At such time, the board may nominate another board member board member to replace Mr. Harris in accordance with the company by-laws.
The business experience of each of the nominees and continuing directors is as follows:
Bradley J. Armstrong has been President of Armstrong & Associates, Inc., a registered investment advisory firm located in Ottawa, since 1987.
Christina M. Cantlin-VanWiggeren has been licensed to practice law in Illinois since 2001. She is a partner at The Cantlin Law Firm, a law firm with offices in Ottawa and Earlville, Illinois. She served as a Judge for the Circuit Court 13th Judicial District in LaSalle County from 2021 until 2023.
Joseph Chiariello has been an executive officer of American Commercial Bank & Trust, National Association since November 2018. Previously he served as Senior Commercial Banking Group Head of the former American Chartered Bank from 2001 to 2016.
Lynn M. Dubajic Kellogg has been the owner of DLK, LLC Business & Economic Development Corporation, an economic development firm, since 2015. Previously she was the Executive Director of the Yorkville Economic Development Corporation from 2000 to 2015.
Steven M. Gonzalo has been President and Chief Executive Officer of American Commercial Bank
Donald J. Harris was Chairman of the Board, Chief Executive Officer and President of First Ottawa, and Chairman of the Board of American Commercial Bank & Trust, National Association from May 2014 to June 2018. Prior to that he was Executive Vice President and Chief Operating Officer of First Ottawa and American Commercial Bank & Trust, National Association since 1999. He was an employee of our organization from 1979 until 2018.
Daniel K. Miller has been an executive officer and Chairman of the Board of American Commercial Bank & Trust, National Association since November 2018. He was a founder, President, Chief Executive Officer, and Director of the former American Chartered Bank from 1987 to 2016.
William K. Walsh has been the President of the Bill Walsh Automotive Group, the parent company for various automobile dealerships and leasing companies, since 2023. Prior to that, he was Vice President of the Bill Walsh Automotive Group from 1992 to 2023.
Brian P. Zabel is a certified public accountant and has been the owner and President of Brian Zabel & Associates, PC, an accounting firm, since 2003.
OTHER BUSINESS
It is not anticipated that any matters will be presented to the stockholders other than those mentioned in this proxy statement. However, if other matters are brought before the annual meeting, it is intended that the persons named in the proxies will vote those proxies, provided the proxies are not limited to the contrary, in their discretion.
By order of the board of directors,
Steven M. Gonzalo
Chief Executive Officer and President
Ottawa, Illinois
April 9, 2025
PLEASE COMPLETE, SIGN AND DATE THE PROXY FORM FOR THE ANNUAL MEETING AND PROMPTLY RETURN IT IN THE ENCLOSED, PRE-ADDRESSED ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
Disclaimer
First Ottawa Bancshares Inc. published this content on April 21, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on April 21, 2025 at 19:02 UTC.