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Name and Address of Beneficial Owner		Amount and Nature of Beneficial Ownership1				Percent of Shares Of Common Stock Outstanding
John E. Demyan 101 Crain Highway, S.E. Glen Burnie, Maryland  21061			283,782	2			10.58	%
Frederick W. Kuethe, III 377 Swinton Way Severna Park, Maryland  21032			156,329	3			5.83	%
Marrian K. McCormick 8 Oak Lane Glen Burnie, Maryland 21061			166,462	4			6.20	%
Edward M. Kuethe P.O. Box 218 Glen Burnie, Maryland 21060			136,595	5			5.09	%

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1

Rounded to nearest whole share.  For purposes of this table, a person is deemed to be the beneficial owner of any shares of Common Stock if he or she has or shares voting or investment power with respect to such Common Stock or has a right to acquire beneficial ownership at any time within 60 days from the Record Date.  As used herein, “voting power” is the power to vote or direct the voting of shares and “investment power” is the power to dispose or direct the disposition of shares.  Except as otherwise noted, ownership is direct, and the named individuals or group exercise sole voting and investment power over the shares of the Common Stock.

2	Includes 282,782 shares held by Mr. Demyan individually and 1,000 shares held by Mrs. Demyan.

3

Includes 21,004 shares held jointly, 1,032 shares held by Mr. Kuethe individually, 6,433 shares held by Mr. Kuethe for the benefit of a minor child, 468 shares held by Mrs. Kuethe individually, and 6,432 shares held by Mrs. Kuethe for the benefit of a minor child.  Each disclaims beneficial ownership to the shares owned individually by the other.  Also includes 120,960 shares held by Mr. Kuethe as one of the trustees for The Kuethe Family Educational Trust.

4	Includes 5,739 shares held by Mrs. McCormick individually, 19,521 shares held by Mrs. McCormick for the benefit of minor children, 20,242 shares held by Mrs. McCormick jointly with others, and 120,960 shares held by Mrs. McCormick as one of the trustees for The Kuethe Family Educational Trust.

5	Includes 1 share held by Mr. Kuethe individually, 15,634 shares held by Mr. Kuethe for the benefit of minor children and 120,960 shares held by Mr. Kuethe as one of the trustees for The Kuethe Family Educational Trust.

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PROPOSAL I — ELECTION OF DIRECTORS

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The Board of Directors currently consists of 12 directors.  Under the Company’s Articles of Incorporation, directors are divided into three classes and elected for terms of three years each and until their successors are elected and qualified.  The Board has nominated Thomas Clocker, F. William Kuethe, Jr., William N. Scherer, Sr., and Karen B. Thorwarth for election as directors to serve for terms of three years each and until their successors are elected and qualified.  Under Maryland law, directors are elected by a plurality of all votes cast at a meeting at which a quorum is present.

Unless contrary instruction is given, the persons named in the proxies solicited by the Board of Directors will vote each such proxy for the election of the named nominees.  If any of the nominees is unable to serve, the shares represented by all properly executed proxies which have not been revoked will be voted for the election of such substitute as the Board may recommend or the Board may reduce the size of the Board to eliminate the vacancy.  At this time, the Board does not anticipate that any nominee will be unavailable to serve.

 

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The following table sets forth, for each nominee and each continuing director, his or her name, age as of the Record Date, the year he or she first became a director of the Company, the expiration of his or her current term, and whether such individual has been determined by the Board to be “independent” as defined in Rule 5605(a)(2) of the NASDAQ Stock Market Rules.  Each nominee and continuing director is also a member of the Board of Directors of The Bank of Glen Burnie (the “Bank”) and GBB Properties, Inc. (“GBB Properties”).   There are no known arrangements or understandings between any director or nominee for director of the Company and any other person pursuant to which such director or nominee has been selected as a director or nominee.

Name		Age		Director Since		Current Term to Expire		Independent
Board Nominees for Term to Expire in 2013
Thomas Clocker		75		1995		2010		Yes
F. William Kuethe, Jr.		77		1995		2010		No
William N. Scherer, Sr.		86		1995		2010		Yes
Karen B. Thorwarth		52		1995		2010		Yes
Directors Continuing in Office
John E. Demyan		62		1995		2011		No
Charles Lynch, Jr.		56		2003		2011		Yes
F. W. Kuethe, III		50		1992		2011		No
Mary Lou Wilcox		61		1997		2011		Yes
Shirley E. Boyer		73		1995		2012		Yes
Norman E. Harrison		64		2005		2012		Yes
Michael G. Livingston		56		2005		2012		No
Edward L. Maddox		59		2005		2012		Yes

Presented below is certain information concerning the nominees and directors continuing in office. Unless otherwise stated, all directors and nominees have held the positions indicated for at least the past five years.

Thomas Clocker is a retired businessman and the former owner/operator of Angel’s Food Market in Pasadena, Maryland.  He served on the Mid-Atlantic Food Association’s board of directors for nine years and is a founding member of the Pasadena Business Association.  Mr. Clocker is actively involved in the community as a supporter of local schools, athletic associations and scouting groups.

 F. William Kuethe, Jr. served as President and Chief Executive Officer of the Company and the Bank from 1995 until 2007 and is currently President Emeritus.  He also served as a director of the Bank from 1960 through 1989.  He was formerly President of Glen Burnie Mutual Savings Bank from 1960 through 1995.  Mr. Kuethe, a former licensed appraiser and real estate broker, has banking experience at all levels.  Mr. Kuethe is the father of Frederick W. Kuethe, III.

William N. Scherer, Sr. has been a member of the local business community since 1952 when he owned and operated an accounting and tax business.  After graduating from law school in 1962, he opened a law practice in Glen Burnie.  He currently specializes in wills and estates.  He previously operated Scherer’s Market in Jessup, Maryland from 1960 to 2004.  Mr. Scherer is chairman of the Audit Committee.  Mr. Scherer is past director of the Chartwell Golf and Country Club and past President of the Mariner Sands Chapel, Stuart, Florida.

Karen B. Thorwarth is a Certified Insurance Counselor and a licensed agent.  She has 26 years of experience including commercial property and casualty insurance, marketing, and underwriting of commercial boat and pleasure yacht insurance.

John E. Demyan has been Chairman of the Board of the Company, the Bank and GBB Properties since 1995.  He previously served as a director of the Company and the Bank from 1990 through 1994.  He completed the Maryland Banking School in 1994.  He is the owner and manager of commercial and residential properties in northern Anne Arundel County, Maryland.  Mr. Demyan is also a commercial multi-engine pilot and flight instructor.  He is an active volunteer with Angel Flight Mid-Atlantic, an organization that provides free air transportation for medical treatments to individuals who have exhausted their resources as a result of their medical condition.

 

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Charles Lynch, Jr. is President of The General Ship Repair Corporation in Baltimore, Maryland and has over 30 years of experience in marine engineering and ship repair.  He holds a Bachelor of Science degree in Industrial Engineering, with a minor in Ocean Engineering, from the University of Miami and serves on the Baltimore Maritime Museum’s Board of Directors.  He is an active member of the Propeller Club, Port of Baltimore Chapter, The Society of Naval Architects and Marine Engineers, The Maryland Marine Club, The Tupenny Club of Baltimore and the Annapolis Yacht Club.

Frederick W. Kuethe, III has been a Vice President of the Company since 1995 and a director of the Bank since 1988.  In addition to his active participation on the board, he also works in software design and systems integration at Northrop Grumman Corp.  He is a graduate of the Maryland Banking School.  Mr. Kuethe is the son of F. William Kuethe, Jr.

Mary Lipin Wilcox is a teacher at Belle Grove Elementary School in Brooklyn Park, Maryland.  She is an active member of her church, the teacher’s association and the community. She has served on the Glen Burnie Improvement Association’s Carnival Banking Committee for over 35 years as well as serving on other Carnival committees.

Shirley E. Boyer is the owner/manager of a large number of residential properties in Anne Arundel County, Maryland.  She has 13 years experience in the local banking industry where she was given progressive responsibilities, holding positions from Teller to Assistant Branch Manager.

Norman E. Harrison, Jr., has 37 years of experience as a certified public accountant.  He is a founding partner of Harrison & Company, LLC a public accounting firm specializing in auditing, accounting, taxes and consulting.  Prior to opening his present company, Mr. Harrison was a senior partner responsible for managing the Baltimore office of Stegman & Company, P.A., a large regional public accounting firm. Mr. Harrison is a member of the American Institute of Certified Public Accountants and the Maryland Association of Certified Public Accountants.  He currently serves as an advisory board or board member of several non profit organizations and a privately held corporation.

Michael G. Livingston became President and Chief Executive Officer on January 1, 2008.  Prior to that date, he was Deputy Chief Executive Officer and Executive Vice President since August 2004 and became a Director on January 1, 2005.   Mr. Livingston was a Senior Vice President from January 1998 until August 2004 and had been Chief Lending Officer of the Bank from 1996 until August 2004. He served as Deputy Chief Operating Officer from February 14, 2003 through December 31, 2003 and was appointed the Chief Operating Officer effective January 1, 2004.

Edward L. Maddox has 32 years of professional experience in the financial services industry.  From 1992-2009 he was a consultant with Automated Financial Systems providing expertise to major U.S. banks in the areas of profitability reporting, commercial lending revenue enhancement and international cash management products.  During his career Mr. Maddox worked in the operations division of First National Bank of Maryland and the Equitable Trust Company.  He was a member of the Adjunct Faculty at Loyola College from 1980 – 1985 while serving as the director of consulting for Commercial Banking Funds Management with Littlewood, Shain & Company.   In 2003, Governor Robert L. Ehrlich appointed Mr. Maddox to the Maryland State Information Technology Board.  He served as a Delegate on the Greater Severna Park Council from 1979-1982 and 1989-1993.  He currently serves on the Shipley’s Choice Community Association’s Board of Directors where he has held several leadership positions including a three-year term as President.

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CORPORATE GOVERNANCE

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The Board of Directors periodically reviews its corporate governance policies and procedures to ensure that the Company meets the highest standards of ethical conduct, reports results with accuracy and transparency, and maintains full compliance with the laws, rules and regulations which govern the Company’s operations.

Meetings and Committees of the Board of Directors

Board of Directors.  The Board of Directors consists of twelve members and holds regular monthly meetings and special meetings as needed.  During the year ended December 31, 2009, the Board met 12 times.  No incumbent director attended fewer than 75% of the total number of meetings of the Board of Directors held during 2009 and the total number of meetings held by all committees on which the director served during such year.  Board members are expected to attend the Annual Meeting of Stockholders, and all incumbent directors attended the 2009 Annual Meeting of Stockholders.

 

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The Board has numerous committees, each of which meets at scheduled times, including the following committees:

Audit Committee.  The Bank’s Audit Committee acts as the audit committee for the Company and currently consists of Directors William N. Scherer, Sr., Shirley E. Boyer, Karen B. Thorwarth, Norman E. Harrison and Thomas Clocker.  During the year ended December 31, 2009, the Audit Committee met 16 times.

The Audit Committee monitors internal accounting controls, meets with the Bank’s Internal Auditor to review internal audit findings, recommends independent auditors for appointment by the Board, and meets with the Company’s independent auditors regarding these internal controls to assure full disclosure of the Company’s financial condition.  Each member of the Audit Committee is independent, as defined in Rule 5605(a)(2) of the NASDAQ Stock Market Rules and under the criteria for independence set forth in Rule 10A-3(b)(1) promulgated by the Securities and Exchange Commission (SEC) under the Exchange Act, and otherwise meets the criteria for Audit Committee membership set forth in applicable NASDAQ rules.  In addition, each member of the Audit Committee is able to read and understand fundamental financial statements, including a company’s balance sheet, income statement, and cash flow statement.  Additionally at least one member of the Committee has employment experience in finance or accounting and the requisite professional certification in accounting, which results in the individual’s financial sophistication.  The Audit Committee does not include an “audit committee financial expert” (as defined in applicable SEC rules), because the Board of Directors believes that the benefits provided by the addition to the Audit Committee of an individual who meets the SEC criteria at this time do not justify the cost of retaining such an individual.

The Board of Directors of the Company has adopted a written charter for the Audit Committee, which is attached to this Proxy Statement as Appendix A.

Employee Compensation and Benefits Committee.  The Bank’s Employee Compensation and Benefits Committee acts as the compensation committee for the Company and is composed of Directors Shirley E. Boyer, F. William Kuethe, Jr., John E. Demyan, William N. Scherer, Sr., Frederick W. Kuethe, III, Thomas Clocker, Michael G. Livingston, Norman Harrison, and Karen Thorwarth.  Messrs. Kuethe, Demyan, Kuethe and Livingston are not independent directors.  This Committee met three times during 2009.  The purpose of the Compensation Committee is to evaluate and ascertain the appropriateness of compensation levels pertaining to the officers of the Bank other than the Chief Executive Officer and the other executive officers of the Bank.  The compensation levels of the Chief Financial Officer is recommended by the Chief Executive Officer for deliberation and approval of the Committee prior to submission to the full Board.  The compensation levels of the Chief Executive Officer and the other executive officers of the Bank are reviewed by the full Board of Directors and must be approved by a majority of the independent directors.  No executive officer is present during deliberations or voting on his compensation.

Nominations.  The independent members of the Company’s Board of Directors acts as a nominating committee for the annual selection of its nominees for election as directors, and the Board held one meeting during 2010 in order to make nominations for directors.  The Board has not adopted a charter with respect to the nominating committee function.  The Board of Directors believes that the interests of the Company’s shareholders are served by relegating the nominations process to the Board members who are independent from management.  While the Board of Directors will consider nominees recommended by stockholders, it has not actively solicited recommendations from the Company’s stockholders for nominees, nor established any procedures for this purpose.  In considering prospective nominees, the Board of Directors will consider the prospect’s relevant financial and business experience, familiarity with and participation in the Bank’s market area, the integrity and dedication of the prospect, his independence and other factors the Board deems relevant.  The Board of Directors will apply the same criteria to nominees recommended by stockholders as those recommended by the Board.  Nominations by stockholders must comply with certain informational requirements set forth in Article III, Section 1 of the Company’s Bylaws.  See “Stockholder Proposals” elsewhere in this Proxy Statement.

Director Compensation

Director’s Fees.  Currently, all directors are paid a fee of $1,000 for each combined regular or special meeting of the Company and the Bank attended, with fees paid for one excused absence.  In addition to the foregoing director’s fees, Mr. Demyan is compensated at the rate of $30,000 per annum for the additional responsibilities of serving as the Chairman of the Board.  Directors (other than F. William Kuethe, Jr., Mr. Demyan and Mr. Livingston who receive no fees for committee meetings) are paid an additional $300 chairman fee or $200 member fee, as applicable, for each committee meeting.  Directors are also eligible for annual bonuses.

 

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Executive and Director Deferred Compensation Plan. The Bank’s Executive and Director Deferred Compensation Plan was terminated effective December 31, 2008, at which time two directors participated in this plan.  Under the terms of the plan, participating directors could elect to defer all or a portion of their fees on a pre-tax basis.  Deferred fees are held in a trust account and invested as directed by the participant.  Participants are fully vested in their accounts at all times and may elect to have their accounts paid out in a lump sum or in equal installments over a period of five, ten or fifteen years beginning on a date no earlier than three years after the initial deferral election.  Upon a participant’s death, any amounts remaining in their account will be paid to their beneficiaries.

Director Health Plan.  The Bank’s Director Health Plan was terminated on December 31, 2006 with the participation of one director grandfathered into the Bank’s employee health plan.  Under the terms of the health plan, the Bank pays 80% of the premiums for participating directors and their spouses.

The following table summarizes the compensation paid to directors other than those included in the Summary Compensation Table below, for the fiscal year ended December 31, 2009:

Name		Fees Earned or Paid in Cash(1)				All Other Compensation				Total
(a)		(b)				(g)				(h)
Thomas Clocker		$	21,600				—			$	21,600
William N. Scherer, Sr.		$	23,100				—			$	23,100
Karen B. Thorwarth		$	21,300			$	13,308	(3)		$	34,608
John E. Demyan(2)		$	56,195			$	7,894			$	64,089
F. William Kuethe, Jr. (4)		$	93,607			$	13,403			$	107,010
Charles Lynch, Jr.		$	18,300				—			$	18,300
F. W. Kuethe, III		$	26,800				—			$	26,800
Mary Lou Wilcox		$	18,100				—			$	18,100
Shirley E. Boyer		$	21,200				—			$	21,200
Norman E. Harrison		$	21,900				—			$	21,900
Edward L. Maddox		$	18,500				—			$	18,500

(1)	Includes a $2,700 year-end bonus paid to each Director other than Mr. Demyan and Mr. F. William Kuethe, Jr..

(2)

Mr. Demyan’s fees earned includes a $15,000 year-end bonus, and his other compensation consists of: $1,557 employee health plan benefits (including health and dental); $2,940 as a 5% employer contribution, $647 as an employer matching contribution, and $2,010 as a Company profit sharing contribution to The Bank of Glen Burnie 401(K) Profit Sharing Plan; $626 for term life insurance benefits, $78 for disability insurance benefits, and $36 employee assistance program benefits under the Bank’s sponsored benefits plans available to all employees.

(3)	Consists of health plan benefits.

(4)

Mr. Kuethe’s fees earned includes a $15,000 year-end bonus, and his other compensation consists of: $4,680 as a 5% employer contribution, $1,080 as an employer matching contribution, and $3,199 as a Company profit sharing contribution to The Bank of Glen Burnie 401(K) Profit Sharing Plan; $4,300 for term life insurance benefits, $108 for disability insurance benefits, and $36 employee assistance program benefits under the Bank’s sponsored benefits plans available to all employees.

Transactions with Management

Certain directors, executive officers and significant stockholders of the Company, and members of their immediate families, were depositors, borrowers or customers of the Bank in the ordinary course of business during 2009.  Similar transactions are expected to occur in the future.  All such transactions were made in the ordinary course of business of the Bank and on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons and did not involve more than the normal risk of collection or present other unfavorable features.

The Bank’s Internal Audit/Compliance Department reviews all loan transactions with directors, officers and employees of the Bank and members of their immediate families to ensure that they are fair and reasonable, on market terms, on an arms-length basis and comply with all applicable regulations including Federal Reserve Board Regulation O which governs such loans.  The Internal Audit/Compliance Department also provides the Board of Directors with semi-annual reports of all loans outstanding to employees, officers, and directors which reports are reviewed by the entire Board at a regularly scheduled meeting.

 

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Code of Ethics

The Company has adopted a Code of Business Conduct and Ethics that is designed to promote the highest standards of ethical conduct by the Company’s and the Bank’s directors, executive officers and employees.  The Code of Business Conduct and Ethics has been posted on the Bank’s website, www.thebankofglenburnie.com.

Communications with the Board

The Board of Directors has not established a formal process for stockholders to send communications to the Board.  Due to the infrequency of stockholder communications to the Board, the Board does not believe that a formal process is necessary.  Furthermore, all of the Company’s Board members are residents of the communities served by the Bank and where most of the Company’s stockholders reside, and therefore are accessible to the great majority of the Company’s stockholders.

Section 16(a) Beneficial Ownership Reporting Compliance

Pursuant to regulations promulgated under the Exchange Act, the Company’s officers, directors and persons who own more than ten percent of the outstanding Common Stock (“Reporting Person”) are required to file reports detailing their ownership and changes of ownership in such Common Stock, and to furnish the Company with copies of all such reports.  Based on the Company’s review of such reports which the Company received during the last fiscal year, or written representations from Reporting Persons that no annual report of change in beneficial ownership was required, the Company believes that, with respect to the last fiscal year, all persons subject to such reporting requirements have complied with the reporting requirements.

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SECURITIES OWNERSHIP OF MANAGEMENT

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The following table sets forth information with respect to the beneficial ownership of the shares of Common Stock as of the Record Date by (i) each executive officer of the Company named in the Summary Compensation Table included elsewhere in this Proxy Statement, (ii) each current director and each nominee for election as a director and (iii) all directors and executive officers of the Company as a group.

Name		Amount And Nature of Beneficial Ownership (1)				Percent of Class
F. William Kuethe, Jr.			63,225	(2)			2.36	%
Thomas Clocker			12,180	(3)			0.45	%
William N. Scherer, Sr.			16,965	(4)			0.63	%
Karen B. Thorwarth			2,296				0.09	%
John E. Demyan			283,782	(5)			10.58	%
F. W. Kuethe, III			156,329	(6)			5.83	%
Mary Lou Wilcox			2,598				0.10	%
Michael G. Livingston			4,283	(7)			0.16	%
Norman E. Harrison			2,044				0.08	%
Shirley E. Boyer			8,711	(8)			0.32	%
Charles Lynch, Jr.			32,063	(9)			1.20	%
Edward L. Maddox			20,142	(10)			0.75	%
All directors, nominees and executive officers as a group (13 persons)			605,863				22.58	%

(1)	Rounded to nearest whole share.  For the definition of “beneficial ownership,” see footnote (1) to the table in the section entitled “Voting Securities and Principal Holders Thereof.”  Unless otherwise noted, ownership is direct and the named individual has sole voting and investment power.

(2)	Includes 20,242 shares held jointly with others and 32,160 shares held by The Kuethe Family Trust, of which he and his spouse are trustees.

(3)	Includes 9,223 shares as to which he shares voting and investment power.

(4)	Includes 15,669 shares as to which he shares voting and investment power.

(5)	See footnote (2) to the table in the section entitled “Voting Securities and Principal Holders Thereof”.

(6)	See footnote (3) to the table in the section entitled “Voting Securities and Principal Holders Thereof”.

(7)	Includes 4,139 shares to which he shares voting and investment power.

(8)	Includes 6,873 shares as to which she shares voting and investment power.

 

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(9)	Includes 9,246 shares held for the benefit of two minor children and 2,051 shares held by Mrs. Lynch.  Each disclaims beneficial ownership to the shares owned individually by the other.

(10)	Includes 13,571 shares as to which he shares voting and investment power.

 

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EXECUTIVE COMPENSATION

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Summary Compensation Table

The individual who served as the Company’s Chief Executive Officer during 2009 as well as up to two of the Company’s most highly compensated executive officers whose total compensation during 2009 exceeded $100,000 are referred to as the “named executive officers”.  The following table sets forth information regarding the total compensation paid or earned by the named executive officers for the fiscal years ended December 31, 2009 and 2008: