Notice of Annual Meeting of Stockholders and Proxy Statement April 17, 2015
COUNTY BANK CORP 83 West Nepessing Street Lapeer, Michigan 48446 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO THE STOCKHOLDERS OF COUNTY BANK CORP Notice is hereby given that the Annual Meeting of Stockholders of County Bank Corp (the Corporation) will be held at the Lapeer Country Club, 3786 Hunt Road, Lapeer, Michigan 48446 on Friday, April 17, 2015 at 3:00 p.m. for the following purposes: 1. To elect the following two directors to comprise Class III of the Board of Directors, to serve a three-year term to expire at the Annual Meeting of Stockholders in 2018: Michael H. Blazo and Timothy Oesch. 2. To transact such other business as may properly come before the meeting, or any adjournment or adjournments thereof. Only those stockholders of record at the close of business February 27, 2015 shall be entitled to notice of and to vote at said meeting or any adjournment thereof. You are cordially invited to attend the meeting in person. However, if you are unable to be present, please vote your shares promptly to ensure they are represented at the meeting. You may submit your proxy vote via the internet or mail as described in the following materials. The proxy is revocable and will not affect your right to vote in person if you attend the meeting. If you are unable to attend the meeting but desire to revoke your proxy, please contact Joseph H. Black, Secretary of the Corporation, prior to the date of the meeting. Immediately following the meeting, wine and hors d'oeuvres will be served. I welcome and encourage your attendance. By Order of the Board of Directors President Dated March 2, 2015 1
PROXY STATEMENT ANNUAL MEETING OF STOCKHOLDERS COUNTY BANK CORP Lapeer, Michigan March 2, 2015 This Proxy Statement is furnished to the Stockholders of County Bank Corp (the Corporation) in connection with the solicitation, by the Board of Directors of the Corporation, of proxies to be used in voting at the Annual Meeting of Stockholders to be held on April 17, 2015 at 3:00 p.m., at the Lapeer Country Club, 3786 Hunt Road, Lapeer, Michigan 48446. Solicitation of proxies is being made via Notice and Access by American Stock Transfer & Trust Company, LLC (AST), the Corporation's transfer agent, and all costs will be at the Corporation's expense. Stockholders of record at the close of business on February 27, 2015 will be entitled to vote. Each share is entitled to one vote on each matter to be voted on at the meeting. On the record date, there were 3,000,000 shares authorized, and 1,080,946 shares of common stock, $5.00 par value, outstanding and entitled to vote. This stock constitutes the only voting securities of the Corporation. ELECTION OF DIRECTORS Pursuant to the terms of the Articles of Incorporation of the Corporation, the Board of Directors is divided into three classes, designated as Class I, Class II and Class III, with each class consisting of approximately one-third of the total number of directors as fixed from time to time by the Board of Directors. The current number of members of the Board of Directors, as fixed by the directors, is eight. The directors serve staggered three-year terms, so that directors of only one class are elected at each Annual Meeting. At the forthcoming annual meeting, the stockholders will be asked to elect two directors to serve in Class III of the Board of Directors. Shares represented at the Annual Meeting in person or by proxy but withheld or otherwise not cast for the election of directors, including abstentions and broker non-votes, will have no impact on the outcome of the election of directors. The two nominees to the Board of Directors receiving the most votes will be elected. Nominees for election at the forthcoming Annual Meeting are Michael H. Blazo and Timothy Oesch, all of whom are present directors of the Corporation. Nominations other than those made by or on behalf of management must be made in accordance with Article III of the Corporation's Bylaws requiring that advance notice and certain biographical information regarding the proposed nominee be given to the Corporation. If elected, the Class III nominees will serve a three-year term, which shall expire at the Annual Meeting of Stockholders in 2018, and until their successors are duly elected and qualified. 2
ELECTION OF DIRECTORS The following tables set forth information with respect to all Class III directors, each of whom is a nominee for re-election at the forthcoming Annual Meeting, and with respect to incumbent directors in Classes II and I of the Board of Directors who are not nominees for re-election at the Annual Meeting. CLASS III DIRECTORS NOMINEES TERM EXPIRES 2018 Michael H. Blazo Retired 1987 Timothy Oesch President, Oesch and Sieting P.C. Certified Public Accountants 1993 CLASS II DIRECTOR FOR TERM EXPIRING 2017 David H. Bush, O.D. Doctor of Optometry 1987 Patrick A. Cronin Agent, State Farm Insurance 1993 David J. Churchill Attorney at Law, Taylor, Butterfield, Howell, Churchill Jarvis & Garner, P.C. 2008 CLASS I DIRECTOR FOR TERM EXPIRING 2016 President, County Bank Corp; President & CEO, Lapeer 2002 County Bank & Trust Co. Ernest W. Lefever, DPM Doctor of Podiatry, Professional Foot and Ankle Centers, P.C. 1996 Eric Burrough Owner, JAMS Media; Owner, Michigan Web Press 2009 Executive officers and directors, as a group, own 150,490 shares or 13.9% of the total outstanding shares of common stock of the Corporation as of February 27, 2015. 3
DELIVERY OF DOCUMENTS TO STOCKHOLDERS The Proxy Statement and Audited Financial Statements are available for viewing via Notice and Access at http://www.astproxyportal.com/ast/19082/. Stockholders will be able to vote in a secure environment online at www.voteproxy.com or by telephone at 1-800-776-9437. Should you require or wish to receive a paper copy of the financial and proxy information you may request this by: Telephone: 888-Proxy-NA (888-776-9962) or 718-921-8562 (for international callers) Email: info@amstock.com Website: http://www.amstock.com/proxyservices/requestmaterials.asp TRANSFER AGENT In June 2014, the Corporation engaged American Stock Transfer & Trust Company, LLC to act as our transfer agent. Any inquiries can be made to Joseph H. Black, Secretary, County Bank Corp, P.O. Box 250, Lapeer, Michigan 48446 or to American Stock Transfer & Trust Company, LLC, 6201 15th Avenue, Brooklyn, NY 11219 or call toll free (888) 509-4619. OTHER MATTERS The Board of Directors knows of no other matters which are to be brought before the Annual Meeting. However, if any other matters properly come before the meeting, it is the intention of the persons named in the enclosed form of proxy to vote such proxy in accordance with the judgment and recommendations of the Board of Directors. A proxy may be revoked before its exercise by either written notice or personally at the meeting or by a subsequently dated proxy. The County Bank Corp CUSIP number is 222407207, and its symbol is CBNC, effective March 21, 2006. President 4