UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934
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Preliminary
Proxy Statement
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Confidential,
for Use of the Commission Only (as permitted by Rule
14a–6(e)(2))
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Definitive
Proxy Statement
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Definitive
Additional Materials
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Soliciting
Material under
§240.14a–12
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Fauquier
Bankshares, Inc.
(Name of
Registrant as Specified In Its Charter)
David
M. van Roijen
C.
Hunton Tiffany
Peter
P. van Roijen
Susanne
M. Tiffany
William E.
Sudduth
Richard
C. Stoker
(Name of
Person(s) Filing Proxy Statement, if Other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
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No
fee required.
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Fee
computed on table below per Exchange Act Rules14a-6(i)(1) and
0-11.
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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):
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maximum aggregate value of transaction:
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paid previously with preliminary materials:
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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.
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Previously Paid:
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Schedule or Registration Statement No.:
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The
following advertisement was placed in the Fauquier Times-Democrat on May 13,
2009 by David M. van Roijen, C. Hunton Tiffany, Peter P. van Roijen, Susanne M.
Tiffany, William E. Sudduth, and Richard C. Stoker:
ATTENTION
SHAREHOLDERS OF
FAUQUIER
BANKSHARES INC.
Recently,
you should have received the proxy statement of David M. van Roijen, C. Hunton
Tiffany, Peter P. van Roijen, Susanne M. Tiffany, William E. Sudduth and Richard
C. Stoker, along with our BLUE proxy card, in connection
with the solicitation of proxies for Fauquier Bankshares’ Annual Meeting of
Shareholders scheduled for May 19, 2009. Please consider the
following and then sign, date and mail your BLUE proxy. Your vote is
important-please act today.
This year you have a REAL
CHOICE in your Board representation:
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A
choice to elect two directors, David van Roijen and C. Hunton Tiffany, who
are committed to reversing our company’s indefensible financial
performance; and
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A
choice to support pay for
performance, and alignment of management pay and stock ownership
with your
interests.
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We think
the following chart, showing our company’s recent financial performance, speaks
loudly for change on
the Board:
Fauquier
Bankshares Total Return Performance
Management
states that “compared to any reasonable standard,” its performance measures up,
and that our bank is “well run.”
Is
it “reasonable” to accept declining shareholder
returns, declining assets and
deposits relative to peers, and a huge disconnect between pay
and performance?
Is
it “reasonable” to build new branches when the majority of current branches
lost deposits during 2006-2008?
Are
these hallmarks of a bank that is “well run???”
Misalignment of pay and
performance must stop!
Like many
shareholders across this nation, we are fed up with bloated pay in the face of
declining performance. Unfortunately, we think our company's current
Board has made the same mistakes Wall Street made -- they supported a 73% increase in CEO
compensation and significantly higher
director fees from 2005-2008, while nearly one-half of
your company's market value disappeared.
Management
tries to pull the wool over shareholder eyes by citing compensation to Mr.
Tiffany in handpicked years, and argues that the high pay of the current CEO is
justified by the bank’s higher asset base.
1
Look at the chart
above. From 1999 to 2006, when Mr. Tiffany was leading the
company, the value of your investment increased steadily and
significantly, even during challenging economic
environments. Since 2006, the value of your investment has plummeted,
but CEO and director compensation have rapidly increased! And we
don’t think you want to pay your CEO based on “assets under
management.” Isn’t that what hedge funds do??
We’ll say it again: We are
NOT seeking a sale of the company.
Attempting
to hide its poor performance and protect its high pay, management spends pages
on some brief contacts a member of our group made, as sound business practice,
to review all available options to increase shareholder value.
What
management doesn’t tell you is that the vast majority of our time and efforts
over the past several years were aimed at improving your
bank’s financial performance. We have been representing the
interests of all
shareholders in questioning why our bank is not doing better than it
is. We believe the bank can once again be the financial leader in our
community, and are committed to improving the bank’s financial performance and
the value of your investment.
We believe our opponents
do
not adequately
represent shareholder interests.
We
believe that neither of the current directors we seek to replace is truly
independent of management. One is an attorney who has represented the
company in his legal practice, and the other is the company's
CFO. Neither was elected by shareholders. The CFO is
potentially beholden to management, including his boss the CEO. He is
required to report to his fellow directors on the Audit Committee, which also
raises potential conflicts of interest. These potential conflicts
cause the vast
majority of public companies to steer clear of CFOs on their
boards.
If
elected, Mr. Tiffany and Mr. van Roijen will put the interests of all shareholders
first.
We will strongly advocate
for increased stock buybacks.
In 2007,
the company announced a stock buyback program for up to 208,738 shares, but
bought only 16.1% of this amount. In 2008, the company announced a
stock buyback program for up to 212,241 shares, but bought only 4.4% of this
amount. In 2009, despite these paltry repurchases and historically
low stock price levels, the Board actually cut the buyback program in half from
2008.
2
We
believe increased stock buybacks could increase shareholder value and would be a
more effective deployment of our bank’s capital than building unprofitable
branches.
We
strongly encourage you please sign, date and return your BLUE proxy card today, or to
vote via internet or telephone. To avoid any confusion, we also
encourage you to discard any white proxy card from management.
Supporting
Mr. van Roijen and Mr. Tiffany by voting your BLUE proxy card today is a
vote for your voice being heard on the Board, a vote to reverse current
practices which are hurting our bank, and a vote for a better future for the
bank and the value of your investment. We urge you to make your voice
heard.
Please
take the time today to vote the BLUE proxy card. Remember, your latest dated
proxy card is the only
one that counts!
Thank you
for your support.
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Sincerely,
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David
M. van Roijen
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C.
Hunton Tiffany
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Peter
P. van Roijen
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Susanne
M. Tiffany
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William
E. Sudduth
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Richard
C. Stoker
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If you
have any questions or require any assistance in voting your proxy, please
call:
D.F. King
& Co., Inc.
Shareholders
call toll free: (800) 967-4607
All
others call collect: (212) 269-5550
ON APRIL
27, 2009, DAVID M. VAN ROIJEN, C. HUNTON TIFFANY, PETER P. VAN ROIJEN, SUSANNE
M. TIFFANY, WILLIAM E. SUDDUTH AND RICHARD C. STOKER (“THE SOLICITING GROUP”)
FILED A DEFINITIVE PROXY STATEMENT WITH THE SECURITIES AND EXCHANGE
COMMISSION. SHAREHOLDERS ARE ADVISED TO READ THE
DEFINITIVE PROXY STATEMENT AND OTHER DOCUMENTS RELATED TO
THE SOLICITATION OF PROXIES BY THE SOLICITING GROUP FROM THE
SHAREHOLDERS OF FAUQUIER BANKSHARES, INC. FOR USE AT ITS ANNUAL MEETING, BECAUSE
THEY CONTAIN IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING TO THE
MEMBERS OF THE SOLICITING GROUP. THE DEFINITIVE PROXY STATEMENT AND A FORM
OF PROXY ARE AVAILABLE TO SHAREHOLDERS OF FAUQUIER BANKSHARES, INC. FROM THE
SOLICITING GROUP AT NO CHARGE ONLINE AT HTTP://WWW.READMATERIAL.COM/FBSS AND IS
ALSO AVAILABLE AT NO CHARGE AT THE SECURITIES AND EXCHANGE COMMISSION’S WEBSITE AT
HTTP://WWW.SEC.GOV. THE DEFINITIVE PROXY STATEMENT AND A FORM OF PROXY
WERE DISSEMINATED TO SECURITY HOLDERS ON OR ABOUT APRIL 27, 2009.
3
Data in
this letter cited from SNL Financial LC was generated by the Soliciting Group
using SNL Financial on April 22, 2009 and May 5, 2009. The Soliciting
Group has not obtained the consent of SNL Financial to use such
data as proxy soliciting material.
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