August 3, 2012
Notice of Annual Stockholder
A brief Annual Stockholder Business Meeting of Farm Credit of Northwest Florida will be held August 24, 2012 at the
Marianna Administrative Office at 8:00 a.m.
Enclosed is an Annual Meeting Information Statement, including relevant information for each director nominee. The
election will take place by mail balloting following the Business Meeting.
Ballots will be mailed following this business meeting to all eligible voting stockholders of record as of June 30, 2012.
We appreciate your patronage and look forward to continuing to serve you during the coming years.
P.O. Box 7000 • 5052 Hwy. 90 East • Marianna, Florida 32447 • Telephone: (850) 526-4910 • Fax: (850) 482-6597 • www.farmcredit-fl.com
2012 Annual Meeting Information Statement
(FCA Regulation Part 620.21)
DATE: August 24, 2012 DIRECTORS CURRENTLY SERVING:
TIME: 8:00 a.m. (CDST) OFFICE
NAME AGE EXPIRES PERIOD SERVED
PLACE: Farm Credit of Northwest Florida Melvin T. Adams 57 2012 04/92 to present
Administration Building Fred H. Beshears 66 2013 04/03 to present
5052 Highway 90 East *Robert A. Calvert, Jr. 72 2013 03/07 to present
Marianna, Florida **James R. Dean 53 2014 09/11 to present
James G. Ditty 70 2013 04/91 to present
Cindy S. Eade 55 2014 06/03 to present
VOTING RIGHTS: **D. Mark Fletcher 53 2014 08/11 to present
Voting for director and nominating committee positions will M. Copeland Griswold 80 2013 04/93 to present
be held by mail ballot following the conclusion of the 2012 James P. Marshall 57 2014 11/11 to present
Annual Meeting. In accordance with ACA Bylaws, ARTICLE Richard Terry 66 2014 04/92 to present
Ill, Section 350.1, each voting shareholder shall be entitled to T. Butler Walker 86 2012 04/91 to present
only one vote regardless of the number of single or joint loans *Appointed Director **Outside Director
the shareholder may have with the Association. In the case
of a joint loan, the vote may be cast by only one of the joint All Directors, except M. Copeland Griswold, attended more
holders, and by such person only if duly authorized in writing than 75 percent of the board meetings or any meetings of
by the other joint holder(s). The vote of a shareholder that is board committees on which he or she served during the last
a legal entity shall be cast by an individual shareholder of the fiscal year (FCA Regulation Part 620.21).
entity, duly authorized in a writing filed with the Association. If
a voting shareholder controls the business affairs of another NOMINATING COMMITTEE CURRENTLY SERVING:
voting shareholder, the controlling shareholder and the Damon A. Boutwell Clint M. White
controlled shareholder shall be considered to be one person Michael H. Davis Richard VanLandingham
and shall be entitled to only one vote. For purposes of this Gary M. Davis
Section, a voting shareholder shall be deemed to control
another voting shareholder if the shareholder has, directly Directors and Nominating Committee members have been
or indirectly, more than a fifty percent ownership interest nominated by region, and regional determination is based
in (a) the other shareholder or (b) the primary collateral on county and/or state of residence. Nominations will be
securing the other shareholder’s loan. In no event may a accepted from the floor and must specify to which position
voting shareholder vote more than once, nor shall any voting a nomination is made and regional eligibility will be based
shareholder be entitled to cumulate votes. on geographic residence. Each person nominated from
the floor for any position must provide, in writing, within 5
The record date for determination of those entitled to vote (five) business days of the Annual Meeting, the following
shall be the close of business June 30, 2012. information: full name; business experience for the past five
years (including principal occupation and/or employment);
Shareholders of Class “C” Stock entitled to vote: any other business entity on whose board the nominee
serves and the principal business of such entity; age; and
REGION 1: (Western Region) 263 a statement that: (1) any loans, transactions or series of
REGION 2: (Central Region) 236 transactions with the Association are made in the ordinary
REGION 3: (Eastern Region) 260 course of business and were made on the same terms,
ASSOCIATION TOTAL: 759 including interest rate, amortization schedule, and collateral,
as those prevailing for comparable transactions with other
borrowers, (2) the individual has not been subject to certain
legal proceedings and (3) the individual is aware of and
will comply with the Loan Quality Standards of Directors &
Officers (if such is not the case, the disclosure of pertinent
facts regarding each exception must be made.)
Pursuant to amendments to the Association Bylaws adopted Radford Locklin, Jr. – Mr. Locklin, age 64, was born in
by the Board of Directors at its April 22, 2004 meeting (the Pensacola, Florida and has lived in the Milton, Florida area
“2004 Amendments”), the number of shareholder-elected most of his life. He is a retired school teacher and principal.
director seats were reallocated as follows: three for Region This has been his principal occupation for the past five
1, three for Region 2, and three for Region 3. For each year years. He was employed by the Santa Rosa School District
subsequent to 2007, the term of one shareholder-elected for 34 years and served as principal of Central High School
director from every region will expire. All vacant seats arising for 20 years.
as a result of a completed term will be for three-year terms.
Mr. Locklin owns and manages a 204 acre farm consisting of
ELECTION OF DIRECTORS AND 40 acres of cropland that is leased to a local farmer, 160 acres
NOMINATING COMMITTEE: of longleaf and loblolly pine timberland and a garden area.
The Bylaws provide for a nominating committee to review
lists of eligible shareholders, ascertain the willingness of the He currently serves on the board of Escambia River Electric
member to serve and submit for election a slate of eligible Cooperative where he is the Secretary/Treasurer of the
individuals to run as candidates for the Association director Board of Directors. Mr. Locklin graduated from Milton High
position. In regard to the 2012 election, the nominating School and obtained a B. S. degree in History and a Master’s
committee reviewed the names and commodity specialties of degree in Educational Administration and Supervision from
all Association voting shareholders. Subsequent to significant Livingston University (now the University of West Alabama).
deliberation, direct contact was initiated with a number of
selected voting shareholders (including incumbents) to He and his wife Carolyn have two sons. He is a member of the
ascertain their interest and willingness to serve as a director. Santa Rosa Historical Society, the Jay Historical Society, the
Society for Preservation of Old Mills, Florida Farm Bureau,
The following are the names and biographical information on and the National Rifle Association.
each of the nominees for election to the Board of Directors.
His business address is 15451 Munson Highway, Milton,
NOMINEES: Florida 32570.
REGION 1–SEAT 2
T. A. “Ted” Borowski, Jr. – Mr. Borowski, age 46, is a REGION 2–SEAT 5
resident of Pensacola, Florida and has lived in the Pensacola Melvin T. Adams – Mr. Adams, age 57, is the owner/operator
area his entire life. He is an attorney and President of the of a row crop and beef cattle farm located near Graceville,
Pensacola law firm Borowski & Taylor, P.A. This has been his Florida. This has been his principal occupation for the past
principal occupation for the past five years. He also worked five years. Mr. Adams was born in Graceville, Florida where
as a commercial bank loan officer for approximately four he has lived for his entire life. He graduated from Graceville
years while obtaining his undergraduate degrees. High School. Mr. Adams has farmed full-time for 38 years,
and his row crop operation consists of 2,000 acres of peanuts
Mr. Borowski owns and manages 135 acres of pine and and cotton. He also maintains a 1,000 cow beef cattle herd.
hardwood timberland, and he manages an additional 140
acres for hunting and recreation. He also plants southern peas Mr. Adams has served on the board of Farm Credit of
and sweet corn for extended family and local community use. Northwest Florida since 1992, and he currently serves as Vice
Chairman of the Board and Chairman of the Compensation
He currently serves on no other boards. He is Chairman of Committee. He is also a board member of Sowega Cotton
Deacons for East Brent Baptist Church, and he served as a Company (cotton ginning) and serves as Chairman of the
Scoutmaster for a local Boy Scout troop for a number of years. Official Board of Salem United Methodist Church.
Mr. Borowski graduated from Booker T. Washington Sr. He and his wife Carolyn have two sons and a daughter. They
High School, Pensacola Jr. College with a A.A. degree in were named the Jackson County Farm Family of the Year
Business, the University of West Florida with a B.A. degree in 1993. Mr. Adams was also named the Jackson County
in Finance, and Florida State University with a Juris Doctor Cotton Farmer of the Year for 2011, the Jackson County
(Law) degree. Conservation Farmer of the Year in 1993, and the Jackson
County Cattleman of the Year in 1991. Mr. Adams is a member
He and his wife Leigh Anne have three sons. He is a member of the Jackson County Cattleman’s Association, the Jackson
of the Forest Landowner’s Association and the Alabama County Farm Bureau, the Florida Peanut Association, and
Forestry Association. the Florida Cattleman’s Association.
His business address is 25 W. Cedar Street, Suite 525, His business address is 324 Benchoff Road, Graceville,
Pensacola, Florida 32502. Florida 32440.
John E. Gilbert – Mr. Gilbert, age 56, was born in Marianna, R. Douglas Walker – Mr. Walker, age 58, was born in
Florida and has lived in the Chipley, Florida area for most of Monticello, Florida and has lived in the Monticello area his
his life. He grew up on a family farm that produced soybeans, entire life. He graduated from Jefferson County High School
corn and wheat and graduated from Chipley High School. and has been a self-employed farmer and President of
He left the family farm in 1977 and worked in the offshore oil Walker and Sons Farms, Inc. for over 30 years. This has
drilling industry until 1992. He returned to the farm in 1992 been his principal occupation for the past five years. He
and started a hay operation. This has been his principal was also President of a family logging business from 1973
occupation for the past five years. through 2001.
His farm operation includes 225 acres of Bermuda grass for His farm operation consists of two family-owned dairy farms
feed hay production and 250 acres of grassland on which he which include 2,250 cows on a combined basis. The farms
produces hay for the road construction industry. He also has produce 1,200 acres of corn and 1,800 acres of oats and rye
a small beef cattle herd and operates a trucking business. grass for feed. He also has a 70 acre pecan grove and a 200
head beef cattle cow/calf operation.
Mr. Gilbert currently serves as Chairman of the Orange Hill
Soil & Water Conservation District, is active in the Washington Mr. Walker serves on the board of Southeast Milk, Inc.
County Youth Fair Livestock Commission, and is a Bishop for and the Commercial Feed Technical Council of the Florida
the Chipley Ward of the Church of Jesus Christ of L.D.S. Department of Agriculture. He received the Southeast Milk,
Inc. 2011 Milk Quality Award and was named the NRCS
He and his wife Nancy have two daughters. He is a member Cooperator of the Year in 2009.
of the Chipley High School FFA Alumni Chapter.
He and his wife Sonja were named the Jefferson County
His business address is 2986 Orange Hill Road, Chipley, Farm Bureau Outstanding Farm Family in 2007. They also
Florida 32428. received the Farm Bureau and Florida Commissioner of
Agriculture CARES award for responsible environmental
REGION 3–SEAT 8 stewardship in 2012.
James Harold Thompson – Mr. Thompson, age 67, was
born in Mobile, Alabama and grew up on a small family farm His business address is 2349 Ashville Highway, Monticello,
near Quincy, Florida, where he currently resides. The family Florida 32344.
farm produced swine, eggs, and beef cattle. Mr. Thompson
is an attorney with the Ausley & McMullen Law Firm in DISCLOSURE INFORMATION:
Tallahassee, Florida. This has been his principal occupation Management is not aware of any transactions between the
for the past five years. He served in the Florida House of above candidates and the ACA or its senior officers and staff
Representatives from 1974 through 1986 and was Speaker which are prohibited by FCA Regulations. Additionally, loans
of the House in 1985 and 1986. to the candidates have been made in the ordinary course
of business and were made on the same terms, including
Mr. Thompson owns and manages approximately 1,000 acres interest rates, amortization schedule and collateral, as those
in Gadsden and Jackson Counties. His farm operation produces prevailing at the time for comparable transactions with other
timber and hay, and he maintains a 50 cow beef cattle herd. persons. No loan to a senior officer or director or to any
organization affiliated with such person, or any immediate
He currently serves on the Legislative Historical Committee, family member who resides in the same household as such
and he has previously been active on the boards of various person or in whose loan or business operation such person
civic organizations in the Tallahassee area. He has been has a material financial or legal interest, involved more than
General Counsel to the Talquin Electric Cooperative for 25 the normal risk of collectability.
years and has served as the Legislative Counsel to CSX
Transportation for over 25 years. The candidates have not disclosed, and management is
not aware of, any involvement the candidates may have
Mr. Thompson graduated from Quincy High School. He had during the past five years concerning bankruptcy,
received a B.A. degree in history and a Juris Doctor (Law) state insolvency law, criminal proceedings or injunctions
degree from Florida State University. preventing the candidate from engaging in any type of
business practices. The candidates, their immediate family
He and his wife Carolyn have three children and three members or organizations with which they are affiliated
grandchildren and were named the Gadsden County Farm have not entered into transactions other than loans with the
Bureau Family of the Year in 2009. Mr. Thompson is a member association in the past fiscal year.
of the Gadsden County Farm Bureau, the West Florida
Livestock Association, and the Florida Cattleman’s Association.
His business address is 123 S. Calhoun Street, Tallahassee,
NOMINEES FOR 2013 NOMINATING COMMITTEE: FINANCIAL STATEMENTS AND ANNUAL REPORT:
REGION 1 Financial statements contained in the Association’s 2011
Shannon D. Flinn – Milton, Florida Annual Report were mailed to shareholders on March 13,
Hubert Henry Lowry, III – Jay, Florida 2012. Included in the Annual Report was the “Report of the
Clint M. White – Milton, Florida Independent Accountants” discussing their audit and opinion
Larry Baggett – Marianna, Florida SHAREHOLDER INVESTMENT:
Michael H. Davis – Graceville, Florida Shareholders’ investment in Farm Credit of Northwest
Florida, ACA may be materially affected by the financial
REGION 3 condition and results of operations of AgFirst Farm Credit
Gary M. Davis – Quincy, Florida Bank. AgFirst Farm Credit Bank’s financial report to its
G. Reza Karimipour – Tallahassee, Florida shareholders will be made available upon request. Please
contact Susanne Caughman, AgFirst Farm Credit Bank, P.O.
REGIONAL DELINEATIONS: Box 1499, Columbia, SC 29202, 1-800-845-1745, ext. 2832,
REGION 1 (West Region) or email email@example.com.
State of Florida – Chartered Counties: Escambia, Santa
Rosa, Okaloosa, and Walton; DATED: 8/3/2012
State of Alabama Counties: Covington, Crenshaw, SIGNED:
Lowndes, Autauga, Chilton, Shelby, Jefferson, Blount,
Cullman, Morgan, Limestone, as well as all Alabama
counties located to the west of these counties; and
Richard Terry, Chairman
All states located to the west of the States of Alabama, Board of Directors, Farm Credit of Northwest Florida, ACA
Tennessee, Kentucky, Illinois, and Wisconsin.
REGION 2 (Central Region)
State of Florida – Chartered Counties: Holmes, Washington, Rick K. Bitner
Bay, Jackson, Calhoun, Gulf, and Liberty; President/CEO, Farm Credit of Northwest Florida, ACA
State of Alabama Counties: Geneva, Coffee, Pike,
Montgomery, Elmore, Coosa, Talladega, St. Clair, Etowah,
Marshall, Madison, as well as all Alabama counties located Bruce C. Harrison
to the east of these counties; CFO, Farm Credit of Northwest Florida, ACA
State of Georgia Counties: Decatur, Miller, Baker, Calhoun,
Terrell, Webster, Schley, Marion, Talbot, Upson, Pike,
Spalding, Clayton, Fulton, Cherokee, Pickens, Gilmer,
Fannin, as well as all Georgia counties located to the west
of these counties; and
The states of Tennessee, Kentucky, Illinois, Wisconsin
and any remaining states not specifically designated for
inclusion in Region 1 (West Region) and Region 3 (East
REGION 3 (East Region)
State of Florida – Chartered Counties: Gadsden, Leon,
Jefferson, Wakulla, Franklin, Madison, and Taylor;
All other Florida Counties not specifically designated in
Region 1 (West Region), Region 2 (Central Region), or this
Region 3 (East Region); and
All State of Georgia Counties located to the east of Decatur,
Miller, Baker, Calhoun, Terrell, Webster, Schley, Marion,
Talbot, Upson, Pike, Spalding, Clayton, Fulton, Cherokee,
Pickens, Gilmer, and Fannin (which are the Georgia
counties designated for Region 2 (Central Region).