1 unchanged sentence
Disclosure Controls and Procedures
−Removed: With the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, an evaluation of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934) was performed, as of the end of the period covered by this Annual Report on Form 10-K.
−Removed: Based on this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective.
+Added: With the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, an evaluation of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934) was performed, as of the end of the period covered by this Annual Report on Form 10-K.
+Added: Based on this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective.
Internal Control over Financial Reporting
−Removed: Information contained in the Report On Management’s Assessment of Internal Control Over Financial Reporting in Item 8 of this Annual Report on Form 10-K is incorporated herein by reference
+Added: Information contained in the Report On Management’s Assessment of Internal Control Over Financial Reporting in Item 8 of this Annual Report on Form 10-K is incorporated herein by reference
Changes in Internal Control over Financial Reporting
−Removed: There have been no changes during the quarter ended December 31, 2022, in the Company’s internal controls over financial reporting (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934) that have materially affected, or are reasonably likely to materially affect, CSB’s 2022 internal control over financial reporting.
+Added: There have been no changes during the quarter ended December 31, 2023, in the Company’s internal controls over financial reporting (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934) that have materially affected, or are reasonably likely to materially affect, CSB’s 2023 internal control over financial reporting.
OTHER INFORMATION.
2 unchanged sentences
DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.
−Removed: The information required by Item 401 of Regulation S-K concerning the directors of the Company and the nominees for election as directors of the Company at the Annual Meeting of Shareholders to be held on April 26, 2023 (the “2023 Annual Meeting”), is incorporated herein by reference from the information to be included under the captions “Proposal One –
−Removed: Election of Directors,”
−Removed: “Nominees for Election of Directors,”
−Removed: and “Directors Continuing in Office”
−Removed: in the Company’s definitive proxy statement relating to the 2023 Annual Meeting to be filed with the SEC (the “2023 Proxy Statement”) no later than 120 days after December 31, 2022.
−Removed: The information required by Item 401 of Regulation S-K concerning the executive officers of the Company is incorporated herein by reference from the information to be included under the caption “Executive Officers”
−Removed: in the 2023 Proxy Statement.
+Added: The information required by Item 401 of Regulation S-K concerning the directors of the Company and the nominees for election as directors of the Company at the Annual Meeting of Shareholders to be held on April 24, 2024 (the “2024 Annual Meeting”), is incorporated herein by reference from the information to be included under the captions “Proposal One – Election of Directors,” “Nominees for Election of Directors,” and “Directors Continuing in Office” in the Company’s definitive proxy statement relating to the 2024 Annual Meeting to be filed with the SEC (the “2024 Proxy Statement”) no later than 120 days after December 31, 2023.
+Added: The information required by Item 401 of Regulation S-K concerning the executive officers of the Company is incorporated herein by reference from the information to be included under the caption “Executive Officers” in the 2024 Proxy Statement.
Code of Ethics
2 unchanged sentences
select Investor Relations/Corporate Governance/Governance Documents.
−Removed: The Company plans to satisfy SEC disclosure requirements regarding any amendments to, or waiver of, the Code of Ethics relating to its Chief Executive Officer or Chief Financial Officer, and persons performing similar functions, by posting such information on the Company’s website or by making any necessary filings with the SEC.
+Added: The Company plans to satisfy SEC disclosure requirements regarding any amendments to, or waiver of, the Code of Ethics relating to its Chief Executive Officer or Chief Financial Officer, and persons performing similar functions, by posting such information on the Company’s website or by making any necessary filings with the SEC.
Any person may receive a copy of our Code of Ethics free of charge upon request by calling the Company during business hours or by sending a written request.
Procedures for Recommending Director Nominees
−Removed: Information concerning the procedures by which shareholders may recommend nominees to the Company’s Board of Directors can be found under the caption, “Shareholder Recommendations”
−Removed: in the 2023 Proxy Statement.
−Removed: This is a new proposal, if approved, to amend the code of regulations to conform with the Commision's newly adopted Rule 14a-19 of the Exchange Act.
−Removed: Shareholders will be required to comply with the amended nomination procedure as described under Propasal Three - Approve the Amendment to Article III, Section 3 of our code of regulations.
+Added: Information concerning the procedures by which shareholders may recommend nominees to the Company’s Board of Directors can be found under the caption, “Shareholder Recommendations” in the 2024 Proxy Statement.
Audit Committee
−Removed: The information required by Items 407(d)(4) and (d)(5) of Regulation S-K is incorporated herein by reference from the disclosure to be included under the sections, “Membership and Meetings of the Board and its Committees”
−Removed: and the subsection, “Committees of the Board of Directors –
−Removed: Audit Committee”
−Removed: in the 2023 Proxy Statement.
+Added: The information required by Items 407(d)(4) and (d)(5) of Regulation S-K is incorporated herein by reference from the disclosure to be included under the sections, “Membership and Meetings of the Board and its Committees” and the subsection, “Committees of the Board of Directors – Audit Committee” in the 2024 Proxy Statement.
EXECUTIVE COMPENSATION.
−Removed: The information required by Item 402 of Regulation S-K is incorporated herein by reference from the disclosure to be included under the sections, “Discussion of Executive Compensation Programs”
−Removed: and, “Executive Compensation and Other Information”
−Removed: and the subsection, “Directors’
−Removed: Compensation”
−Removed: under the section captioned, “Membership and Meetings of the Board and its Committees”
−Removed: in the 2023 Proxy Statement.
−Removed: The information required by Item 407(e)(4) of Regulation S-K is incorporated herein by reference from the disclosure to be included under the section, “Compensation Committee Interlocks and Insider Participation”
−Removed: in the 2023 Proxy Statement.
−Removed: The information required by Item 407(e)(5) of Regulation S-K is incorporated herein by reference from the disclosure to be included under the section, “The Compensation Committee Report”
−Removed: in the 2023 Proxy Statement.
+Added: The information required by Item 402 of Regulation S-K is incorporated herein by reference from the disclosure to be included under the sections, “Discussion of Executive Compensation Programs” and, “Executive Compensation and Other Information” and the subsection, “Directors’ Compensation” under the section captioned, “Membership and Meetings of the Board and its Committees” in the 2024 Proxy Statement.
+Added: The information required by Item 407(e)(4) of Regulation S-K is incorporated herein by reference from the disclosure to be included under the section, “Compensation Committee Interlocks and Insider Participation” in the 2024 Proxy Statement.
+Added: The information required by Item 407(e)(5) of Regulation S-K is incorporated herein by reference from the disclosure to be included under the section, “The Compensation Committee Report” in the 2024 Proxy Statement.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.
1 unchanged sentence
Security Ownership of Certain Beneficial Owners and Management
−Removed: The information required by Item 403 of Regulation S-K is incorporated herein by reference from the disclosure to be included under the section, “Beneficial Ownership of Management and Certain Beneficial Owners”
−Removed: in the 2023 Proxy Statement.
+Added: The information required by Item 403 of Regulation S-K is incorporated herein by reference from the disclosure to be included under the section, “Beneficial Ownership of Management and Certain Beneficial Owners” in the 2024 Proxy Statement.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
−Removed: The information required by Item 404 of Regulation S-K is incorporated herein by reference from the disclosure to be included under the section, “Certain Relationships and Related Transactions”
−Removed: in the 2023 Proxy Statement.
−Removed: The information required by Item 407(a) of Regulation S-K is incorporated herein by reference from the disclosure to be included under the section, “Membership and Meetings of the Board and its Committees”
−Removed: in the 2023 Proxy Statement.
+Added: The information required by Item 404 of Regulation S-K is incorporated herein by reference from the disclosure to be included under the section, “Certain Relationships and Related Transactions” in the 2024 Proxy Statement.
+Added: The information required by Item 407(a) of Regulation S-K is incorporated herein by reference from the disclosure to be included under the section, “Membership and Meetings of the Board and its Committees” in the 2024 Proxy Statement.
PRINCIPAL ACCOUNTANT FEES AND SERVICES.
−Removed: The information required by this Item 14 is incorporated herein by reference from the disclosure to be included under the section, “Independent Registered Public Accounting Firm Fees”
−Removed: and subsection, “Audit Committee Procedures for Pre-Approval of Services by the Independent Public Accounting Firm”
−Removed: in the 2023 Proxy Statement.
+Added: The information required by this Item 14 is incorporated herein by reference from the disclosure to be included under the section, “Independent Registered Public Accounting Firm Fees” and subsection, “Audit Committee Procedures for Pre-Approval of Services by the Independent Public Accounting Firm” in the 2024 Proxy Statement.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
5 unchanged sentences
Consolidated Statements of Comprehensive Income for the years ended December 31, 2022 and 2021
−Removed: Consolidated Statements of Changes in Shareholders’
−Removed: Equity for the years ended December 31, 2022 and 2021
+Added: Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2022 and 2021
Consolidated Statements of Cash Flows for the years ended December 31, 2022 and 2021
10 unchanged sentences
Description of Document
−Removed: Amended Articles of Incorporation of CSB Bancorp, Inc., (incorporated by reference to registrant’s Quarterly Report on Form 10-Q filed August 6, 2004, Exhibit 3.1, file number 000-21714).
−Removed: Amended form of Article Fourth of Amended Articles of Incorporation, as effective April 9, 1998 (incorporated by reference to registrant’s Annual Report on Form 10-K filed on March 30, 1999, Exhibit 3.1.1, file number 000-21714).
+Added: Amended Articles of Incorporation of CSB Bancorp, Inc., (incorporated by reference to registrant’s Quarterly Report on Form 10-Q filed August 6, 2004, Exhibit 3.1, file number 000-21714).
+Added: Amended form of Article Fourth of Amended Articles of Incorporation, as effective April 9, 1998 (incorporated by reference to registrant’s Annual Report on Form 10-K filed on March 30, 1999, Exhibit 3.1.1, file number 000-21714).
Code of Regulations of CSB Bancorp, Inc.
−Removed: (incorporated by reference to Registrant’s Form 10-SB).
+Added: (incorporated by reference to Registrant’s Form 10-SB).
Amendment to Article VIII to the Code of Regulations of CSB Bancorp, Inc.
−Removed: (incorporated by reference to registrant’s Form DEF 14A filed on March 25, 2009, Appendix A, file number 000-21714).
−Removed: Description of Capital Stock (incorporated by reference to registrant’s Annual Report on Form 10-K filed on March 16, 2020, Exhibit 4, file number 000-21714).
+Added: (incorporated by reference to registrant’s Form DEF 14A filed on March 25, 2009, Appendix A, file number 000-21714).
+Added: Amendment to Article III, Section 3, to the Code of Regulations of CSB Bancorp, Inc., (incorporated by reference to the registrant's Form DEF 14A filed on March 16, 2023, Exhibit A, file number 000-21714).
+Added: Description of Capital Stock (incorporated by reference to registrant’s Annual Report on Form 10-K filed on March 16, 2020, Exhibit 4, file number 000-21714).
CSB Bancorp, Inc.
−Removed: Share Incentive Plan (incorporated by reference to registrant’s Form DEF 14A, filed on March 18, 2005, Appendix A, file number 000-21714).
−Removed: Employment Agreement between Paula Meiler and the Commercial and Savings Bank of Millersburg, Ohio (incorporated by reference to registrant’s Annual Report on Form 10-K filed on March 25, 2013, Exhibit 10.2, file number 000-21714).
−Removed: Amendment to Employment Agreement between Paula Meiler and The Commercial & Savings Bank of Millersburg, Ohio (incorporated by reference to registrant’s Annual Report on Form 10-K filed on March 25, 2013, Exhibit 10.3, file number 000-21714).
+Added: Share Incentive Plan (incorporated by reference to registrant’s Form DEF 14A, filed on March 18, 2005, Appendix A, file number 000-21714).
+Added: Employment Agreement between Paula Meiler and the Commercial and Savings Bank of Millersburg, Ohio (incorporated by reference to registrant’s Annual Report on Form 10-K filed on March 25, 2013, Exhibit 10.2, file number 000-21714).
+Added: Amendment to Employment Agreement between Paula Meiler and The Commercial & Savings Bank of Millersburg, Ohio (incorporated by reference to registrant’s Annual Report on Form 10-K filed on March 25, 2013, Exhibit 10.3, file number 000-21714).
CSB Bancorp, Inc.
−Removed: Annual Incentive Plan (incorporated by reference to registrant’s Annual Report on Form 10-K filed on March 23, 2017, Exhibit 10.4, file number 000-21714).
−Removed: The Commercial & Savings Bank Deferred Compensation Plan (incorporated by reference to Registrant’s Current Report on Form 8-K filed on December 26, 2019, Exhibit 10.1 file number 000-21714).
+Added: Annual Incentive Plan (incorporated by reference to registrant’s Annual Report on Form 10-K filed on March 23, 2017, Exhibit 10.4, file number 000-21714).
+Added: The Commercial & Savings Bank Deferred Compensation Plan (incorporated by reference to Registrant’s Current Report on Form 8-K filed on December 26, 2019, Exhibit 10.1 file number 000-21714).
Subsidiaries of CSB Bancorp, Inc .
5 unchanged sentences
Section 906 Certification of Chief Financial Officer
−Removed: Inline XBRL Instance Document –
−Removed: the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
−Removed: Inline XBRL Taxonomy Extension Schema Document
−Removed: Inline XBRL Taxonomy Extension Calculation Linkbase Document
−Removed: Inline XBRL Taxonomy Extension Definition Linkbase Document
−Removed: Inline XBRL Taxonomy Extension Label Linkbase Document
−Removed: Inline XBRL Taxonomy Extension Presentation Linkbase Document
−Removed: The cover page for the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, has been formatted in Inline XBRL and contained in Exhibit 101
+Added: Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
+Added: Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents
+Added: The cover page for the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, has been formatted in Inline XBRL and contained in Exhibit 101
* Filed herewith.
13 unchanged sentences
/s/ Cheryl M.
−Removed: /s/ Jeffery A.
+Added: /s/ Stephen E.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.