(a) Financial Statements
The following consolidated financial statements and supplementary information for the fiscal years ended December 31, 2014, 2013, and 2012 are included in Part II, Item 8 herein:
(i) Report of Independent Auditors
(ii) Consolidated Balance Sheets – December 31, 2014 and 2013
(iii) Consolidated Statements of Income – Years ended December 31, 2014, 2013, and 2012
(iv) Consolidated Statements of Comprehensive Income – Years ended December 31, 2014, 2013, and
2012
(v) Consolidated Statements of Changes in Stockholders’ Equity – Years ended December 31, 2014, 2013, and 2012
(vi) Consolidated Statements of Cash Flows – Years ended December 31, 2014, 2013, and 2012 (vii) Notes to Consolidated Financial Statements – December 31, 2014
(b) Financial Statement Schedules
All applicable financial statement schedules required have been included in the Notes to the Consolidated Financial Statements.
(c) Exhibits:
The exhibits filed as part of this registration statement are as follows:
Exhibit Number Description Of Exhibit
3.1 Articles of Incorporation of Southwest Georgia Financial Corporation, as amended and restated (included as Exhibit 3.1 to the Corporation’s Form 10-KSB dated December 31, 1996, previously filed with the SEC and incorporated herein by reference).
3.2 Bylaws of the Corporation as amended (included as Exhibit 3.2 to the Corporation’s Form 10-KSB dated December 31, 1995, previously filed with the SEC and incorporated herein by reference).
10.1 Pension Retirement Plan of the Corporation, as amended and restated effective as of January 1, 2009. (included as Exhibit 10.1 to the Corporation’s Form 10-K dated December 31, 2009, previously filed with the SEC and incorporated herein by reference).*
10.2 Form of Directors’ Deferred Compensation Plan of the Corporation (included as Exhibit 10.3 to the
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Corporation’s Form S-18 dated January 23, 1990, previously filed with the SEC and incorporated herein by reference).*
10.3 Directors’ and Executive Officers’ Stock Purchase Plan of the Corporation dated August 22, 2012 (included as Exhibit 4 to the Corporation’s Form S-8 dated October 11, 2012, previously filed with the SEC and incorporated herein by reference).*
10.4 Supplemental Retirement Plan of the Corporation dated December 21, 1994 (included as Exhibit 10.11 to the Corporation’s Form 10-KSB dated December 31, 1994, previously filed with the SEC and incorporated herein by reference).*
10.5 Trust under the Corporation’s Supplemental Retirement Plan, as amended (included as Exhibit 10.6b to the Corporation’s Form 10-K dated December 31, 1997, previously filed with the SEC and incorporated herein by reference).*
10.6 Employee Stock Ownership Plan and Trust of the Corporation restated effective January 1, 2009 (included as Exhibit 10.6 to the Corporation’s Form 10-K dated December 31, 2009); amended effective December 14, 2011 (included as Exhibit 10.6 to the Corporation’s Form 10-K dated December 31, 2011); and amended effective September 25, 2013 (included as Exhibit 10.14 to the Corporation’s Form 10-K dated December 31, 2013) previously filed with the SEC and incorporated herein by reference).*
10.7 Dividend Reinvestment and Share Purchases Plan of the Corporation as amended and restated by Amendment No. 1 (included as Exhibit 99 to the Corporation’s Form S-3DPOS dated September 30, 1998, previously filed with the SEC and incorporated herein by reference).
10.8 Key Individual Stock Option Plan of the Corporation dated March 19, 1997 (included as Exhibit 10.9 to the Corporation’s Form 10-K dated December 31, 1997, previously filed with the SEC and incorporated herein by reference).*
10.9 Employment Agreement of DeWitt Drew (included as Exhibit 10.11 to the Corporation’s Form S-4 dated January 6, 2004, previously filed with the SEC and incorporated herein by reference).*
10.11 Southwest Georgia Bank 401(K) Plan as adopted by the Board of Directors on November 15, 2006 (included as Exhibit 10.17 to the Corporation’s Form 10-K dated December 31, 2006, previously filed with the SEC and incorporated herein by reference). *
10.12 Employment Agreement by and between Charles R. Lemons and Empire (included as Exhibit 10.12 to the Corporation’s Form 10-K dated December 31, 2008, previously filed with the SEC and incorporated herein by reference).*
10.13 Guarantee of Empire’s financial performance obligation by the Bank as it relates to Charles R. Lemons Employment Agreement. (included as Exhibit 10.13 to the Corporation’s Form 10-K dated December 31, 2009, previously filed with the SEC and incorporated herein by reference).*
10.14 Amendment No. 3 to the Employee Stock Ownership Plan and Trust of the Corporation effective September 25, 2013 (included as Exhibit 10.14 to the Corporation’s Form 10-K dated September 31, 2009, previously filed with the SEC and incorporated herein by reference).*
10.15 2013 Omnibus Incentive Plan of the Corporation dated December 18, 2013 (included as Appendix I to the 2014 Proxy Statement, previously filed with the SEC and incorporated herein by reference).*
14 Code of Ethical Conduct dated February 27, 2008 (included as Exhibit 14 to the Corporation’s Form 8-K dated February 27, 2008, previously filed with the SEC and incorporated herein by reference).
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21 Subsidiaries of the Corporation (included as Exhibit 21 to the Corporation’s Form 10-K dated December 31, 2002, previously filed with the SEC, incorporated herein by reference).
23.1 Consent of TJS Deemer Dana, LLP
31.1 Section 302 Certification of Periodic Financial Report by Chief Executive Officer.
31.2 Section 302 Certification of Periodic Financial Report by Chief Financial Officer.
32.1 Section 906 Certification of Periodic Financial Report by Chief Executive Officer.
32.2 Section 906 Certification of Periodic Financial Report by Chief Financial Officer.
101.INS XBRL Instance Document
101.SCH XBRL Taxonomy Extension Schema Document
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF XBRL Taxonomy Extension Definition Linkbase Document 101.LAB XBRL Taxonomy Extension Label Linkbase Document 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document
* Management contract or compensatory plan or arrangement required to be filed as an exhibit to this form.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Corporation has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Southwest Georgia Financial Corporation
(Corporation)
Date: March 31, 2015 By: /s/ DeWitt Drew
DEWITT DREW
President and Chief Executive Officer
Date: March 31, 2015 /s/ George R. Kirkland
GEORGE R. KIRKLAND Executive Vice President and Chief
Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Corporation and in the capacities and on the dates indicated.
/s/ Michael J. McLean Date: March 31, 2015 MICHAEL J. MCLEAN
Chairman
/s/ Richard L. Moss Date: March 31, 2015 RICHARD L. MOSS
Vice Chairman
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/s/ Cecil H. Barber Date: March 31, 2015 CECIL H. BARBER
Director
/s/ John J. Cole, Jr. Date: March 31, 2015
JOHN J. COLE, JR.
Director
/s/ Roy Reeves Date: March 31, 2015
ROY REEVES Director
/s/ Johnny R. Slocumb Date: March 31, 2015 JOHNNY R. SLOCUMB
Director
/s/ M. Lane Wear Date: March 31, 2015 M. LANE WEAR
Director
/s/ Marcus R. Wells Date: March 31, 2015 MARCUS R. WELLS
Director
Exhibit Index
Exhibit Number Description of Exhibit
23.1 Consent of TJS Deemer Dana, LLP
31.1 Section 302 Certification of Periodic Financial Report by Chief Executive Officer.
31.2 Section 302 Certification of Periodic Financial Report by Chief Financial Officer.
32.1 Section 906 Certification of Periodic Financial Report by Chief Executive Officer.
32.2 Section 906 Certification of Periodic Financial Report by Chief Financial Officer.
101.INS XBRL Instance Document
101.SCH XBRL Taxonomy Extension Schema Document
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF XBRL Taxonomy Extension Definition Linkbase Document 101.LAB XBRL Taxonomy Extension Label Linkbase Document 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document
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