SCHEDULE 14A
United States
Securities and Exchange Commission
Washington, D.C. 20549
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. _____)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the Commission Only
[X] Definitive Proxy Statement (as permitted by Rule 14a-6(e)(2))
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Harleysville Savings Financial Corporation
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(Name of Registrant as Specified in Its Charter)
n/a
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, schedule or Registration Statement No.:
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(4) Date filed:
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[Harleysville Savings Financial Corporation Letterhead]
December 19, 2008
Dear Stockholder:
You are cordially invited to attend the annual meeting of stockholders
of Harleysville Savings Financial Corporation, the holding company for
Harleysville Savings Bank. The meeting will be held at the Indian Valley Country
Club, located at 650 Bergey Road, Telford, Pennsylvania 18969, on Wednesday,
January 28, 2009 at 9:30 a.m., local time. The matters to be considered by
stockholders at the annual meeting are described in the accompanying materials.
It is very important that your shares be voted at the annual meeting
regardless of the number you own or whether you are able to attend the meeting
in person. We urge you to mark, sign, and date your proxy card today and return
it in the envelope provided, even if you plan to attend the annual meeting. This
will not prevent you from voting in person, but will ensure that your vote is
counted if you are unable to attend.
Your continued support of and interest in Harleysville Savings
Financial Corporation is sincerely appreciated.
Sincerely,
/s/ Edward J. Molnar
Edward J. Molnar
Chairman of the Board
HARLEYSVILLE SAVINGS FINANCIAL CORPORATION
271 Main Street
Harleysville, Pennsylvania 19438
(215) 256-8828
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JANUARY 28, 2009
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NOTICE IS HEREBY GIVEN that the annual meeting of stockholders of
Harleysville Savings Financial Corporation (the "Company") will be held at the
Indian Valley Country Club, located at 650 Bergey Road, Telford, Pennsylvania
18969, on Wednesday, January 28, 2009 at 9:30 a. m., local time, for the
following purposes, all of which are more completely set forth in the
accompanying proxy statement:
(1) To elect three directors for a three-year term and in each
case until their successors are elected and qualified;
(2) To ratify the appointment of Beard Miller Company LLP as the
Company's independent registered public accounting firm for
the year ending September 30, 2009; and
(3) To transact such other business as may properly come before
the meeting or any adjournment thereof. Management is not
aware of any other such business.
The board of directors has fixed December 5, 2008 as the voting record
date for the determination of stockholders entitled to notice of and to vote at
the annual meeting and at any adjournment thereof. Only those stockholders of
record as of the close of business on that date will be entitled to vote at the
annual meeting or at any such adjournment.
By Order of the Board of Directors
/s/ Adrian D. Gordon
Adrian D. Gordon
Senior Vice President and Corporate Secretary
Harleysville, Pennsylvania
December 19, 2008
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YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING. IT IS IMPORTANT THAT
YOUR SHARES BE REPRESENTED REGARDLESS OF THE NUMBER YOU OWN. EVEN IF YOU PLAN TO
BE PRESENT, YOU ARE URGED TO COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY
PROMPTLY IN THE ENVELOPE PROVIDED. IF YOU ATTEND THE MEETING, YOU MAY VOTE
EITHER IN PERSON OR BY PROXY. ANY PROXY GIVEN MAY BE REVOKED BY YOU IN WRITING
OR IN PERSON AT ANY TIME PRIOR TO THE EXERCISE THEREOF.
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HARLEYSVILLE SAVINGS FINANCIAL CORPORATION
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PROXY STATEMENT
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ANNUAL MEETING OF STOCKHOLDERS
JANUARY 28, 2009
General
This proxy statement is furnished to holders of common stock, $.01 par
value per share, of Harleysville Savings Financial Corporation (the "Company"),
the bank holding company for Harleysville Savings Bank (the "Bank"). Proxies are
being solicited on behalf of the board of directors of the Company to be used at
the annual meeting of stockholders to be held at the Indian Valley Country Club,
located at 650 Bergey Road, Telford, Pennsylvania 18969, on Wednesday, January
28, 2009 at 9:30 a.m., local time, and at any adjournment thereof for the
purposes set forth in the Notice of Annual Meeting of Stockholders. This proxy
statement is first being mailed to stockholders on or about December 19, 2008.
Voting Rights
Only stockholders of record at the close of business on December 5,
2008 will be entitled to notice of and to vote at the annual meeting. At such
date, there were 3,579,044 shares of common stock issued and outstanding and the
Company had no other class of equity securities outstanding.
Each share of common stock is entitled to one vote at the annual
meeting on all matters properly presented at the meeting. The presence in person
or by proxy of at least a majority of the issued and outstanding shares of
common stock entitled to vote is necessary to constitute a quorum at the annual
meeting. Directors are elected by a plurality of the votes cast with a quorum
present. The affirmative vote of a majority of the total votes cast at the
annual meeting is required for approval of the proposal to ratify the
appointment of the Company's independent registered public accounting firm.
Abstentions will be counted for purposes of determining the presence of
a quorum at the annual meeting. Because of the required votes, abstentions will
have no effect on the voting for the election of directors or the proposal to
ratify the appointment of the Company's independent registered public accounting
firm. Under rules applicable to broker-dealers, all of the proposals for
consideration at the annual meeting are considered "discretionary" items upon
which brokerage firms may vote in their discretion on behalf of their client if
such clients have not furnished voting instructions. Thus, there are no
proposals to be considered at the annual meeting which are considered
"non-discretionary" and for which there will be "broker non-votes."
Proxies
The proxy solicited hereby, if properly signed and returned to the
Company and not revoked prior to its use, will be voted in accordance with the
instructions contained therein. If no contrary instructions are given, each
proxy received will be voted (i) FOR the nominees for director described herein;
(ii) FOR ratification of Beard Miller Company LLP as the Company's independent
registered public accounting firm for the year ending September 30, 2009; and
(iii) upon the transaction of such other business as may properly come before
the meeting, in accordance with the best judgment of the persons appointed as
proxies. Any stockholder giving a proxy has the power to revoke it at any time
before it is exercised by (i) filing with the secretary of the Company written
notice thereof (Adrian D. Gordon, Senior Vice President and Corporate Secretary,
Harleysville Savings Financial Corporation, 271 Main Street, Harleysville,
Pennsylvania 19438); (ii) submitting a duly-executed proxy bearing a later date;
or (iii) appearing at the annual meeting and giving the secretary notice of his
or her intention to vote in person. Proxies solicited hereby may be exercised
only at the annual meeting and any adjournment thereof and will not be used for
any other meeting.
1
INFORMATION WITH RESPECT TO NOMINEES FOR DIRECTOR,
DIRECTORS WHOSE TERMS CONTINUE AND EXECUTIVE OFFICERS
Election of Directors
The articles of incorporation of the Company provide that the board of
directors of the Company shall be divided into three classes which are as equal
in number as possible, and that the members of each class are to be elected for
a term of three years and until their successors are elected and qualified. One
class of directors is to be elected annually and stockholders are not permitted
to cumulate their votes for the election of directors. No nominee for director
is related to any other director or executive officer of the Company by blood,
marriage or adoption.
Unless otherwise directed, each proxy executed and returned by a
stockholder will be voted for the election of the nominees for director listed
below. If any person named as nominee should be unable or unwilling to stand for
election at the time of the annual meeting, the proxies will nominate and vote
for any replacement nominee or nominees recommended by the board of directors.
At this time, the board of directors knows of no reason why any of the nominees
listed below may not be able to serve as a director if elected.
The following tables present information concerning the nominees for
director and each director whose term continues, including his or her tenure as
a director of the Company. David J. Friesen, a current director of the Company,
will retire following the annual meeting and not stand for re-election.
Nominees for Director for a Three-Year Term Expiring in 2012
Principal Occupation During Director
Name Age the Past Five Years Since(1)
----------------------- ----- ------------------------------------------------ ---------------
George W. Meschter 56 Mr. Meschter is the President of Meschter 1981
Insurance Group, an insurance agency
located in Collegeville,
Pennsylvania.
James L. Rittenhouse 47 Mr. Rittenhouse is a certified public 2005
accountant, certified valuation analyst,
certified forensic financial analyst and a
shareholder in the firm Detweiler, Hershey &
Associates, P.C., located in Souderton,
Pennsylvania.
Thomas D. Clemens 49 Mr. Clemens is a Senior Vice President of --
Clemens Food Group, located in Hatfield,
Pennsylvania.
The Board of Directors Recommends a Vote FOR Election
of the Nominees for Director.
2
Members of the Board of Directors Continuing in Office
Directors With Terms Expiring in 2010
Principal Occupation During Director
Name Age the Past Five Years Since(1)
----------------------- ----- ------------------------------------------------ ---------------
Sanford L. Alderfer 56 Mr. Alderfer is President of Alderfer 2001
Auction Company, located in Hatfield,
Pennsylvania.
Mark R. Cummins 52 Mr. Cummins is Executive Vice President, 1995
Chief Investment Officer and Treasurer of
Harleysville Insurance Companies located in
Harleysville, Pennsylvania.
Ronald B. Geib 54 Mr. Geib has served as the President and 2001
Chief Executive Officer of the Company and
the Bank since January 2007. Previously,
Mr. Geib served as President and Chief
Operating Officer of the Company and the
Bank from November 2002 until January 2007.
Mr. Geib also previously served as Executive
Vice President and Chief Operating Officer
of the Company and the Bank from 1999 to
November 2002. Mr. Geib served as the
Bank's Senior Vice President, Treasurer, and
Chief Financial Officer from 1980 to 1999.
Mr. Geib joined the Bank in 1976.
Directors With Terms Expiring in 2011
Principal Occupation During Director
Name Age the Past Five Years Since(1)
----------------------- ----- ------------------------------------------------ ---------------
Edward J. Molnar 68 Mr. Molnar has served as the Chairman of the 1968
Board of the Company and the Bank since
January 2007. Prior to his retirement as an
officer in January 2007, Mr. Molnar served
as Chief Executive Officer of the Company
from February 2000 until January 2007 and as
President of the Company from February 2000
until November 2002. Mr. Molnar also served
as the Bank's Chief Executive Officer from
1967 until January 2007 and as the Bank's
President from 1976 to November 2002. Mr.
Molnar joined the Bank in 1967.
Charlotte A. Hunsberger 39 Ms. Hunsberger is a partner in the law firm 2005
of Bricker, Landis & Hunsberger, LLP,
located in Souderton, Pennsylvania.
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(1) Includes service as a director of the Bank.
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Stockholder Nominations
Article III, Section 3.12 of the Company's bylaws governs nominations
for election to the board and requires all such nominations, other than those
made by the board, to be made at a meeting of stockholders called for the
election of directors, and only by a stockholder who has complied with the
notice provisions in that section. Stockholder nominations must be made pursuant
to timely notice in writing to the secretary of the Company. To be timely, a
stockholder's notice must be delivered to, or mailed and received at, the
principal executive offices of the Company not later than (i) with respect to an
election to be held at an annual meeting of stockholders, 90 days prior to the
anniversary date of the mailing of proxy materials by the Company for the
immediately preceding annual meeting, and (ii) with respect to an election to be
held at a special meeting of stockholders for the election of directors, the
close of business on the tenth day following the date on which notice of such
meeting is first given to stockholders.
Each written notice of a stockholder nomination shall set forth: (a)
the name and address of the stockholder who intends to make the nomination and
of the person or persons to be nominated; (b) a representation that the
stockholder is a holder of record of stock of the Company entitled to vote at
such meeting and intends to appear in person or by proxy at the meeting to
nominate the person or persons specified in the notice; (c) a description of all
arrangements or understandings between the stockholder and each nominee and any
other person or persons (naming such person or persons) pursuant to which the
nomination or nominations are to be made by the stockholder; (d) such other
information regarding each nominee proposed by such stockholder as would be
required to be included in a proxy statement filed pursuant to the proxy rules
of the Securities and Exchange Commission; and (e) the consent of each nominee
to serve as a director of the Company if so elected. The presiding officer of
the meeting may refuse to acknowledge the nomination of any person not made in
compliance with the foregoing procedures. The Company did not receive any
nominations from stockholders for the annual meeting.
The Board of Directors and Its Committees
Regular meetings of the board of directors of the Company and the Bank
are typically held on a monthly basis and special meetings of the board of
directors are held from time-to-time as needed. There were 12 meetings of the
board of directors of the Company held during fiscal 2008. No director attended
fewer than 75% of the aggregate of the total number of meetings of the board of
directors and the total number of meetings of committees of the board on which
the director served during the year.
The board of directors of the Company has established various
committees, including Audit, Compensation and Human Resources and Corporate
Governance and Nominating Committees.
The Compensation and Human Resources Committee, which met five times
during fiscal 2008, reviews the Company's compensation programs and recommends
salary and benefits for the Company's employees. The members of the committee
are currently Messrs. Alderfer, Cummins and Meschter. The Compensation and Human
Resources Committee operates pursuant to a written charter, a copy of which is
available on the Company's website at www.harleysvillesavings.com.
The Corporate Governance and Nominating Committee, which met two times
during fiscal 2008 with respect to nominations for directors for the annual
meeting, advises the board of directors with respect to nominations of directors
and recommends candidates to the board of directors as nominees for election,
reviews existing corporate governance documents and establishes corporate
governance principles for the Company, reviews nominations for director
submitted by stockholders pursuant to the Company's bylaws and identifies and
recommends to the board the selection of qualified individuals to serve as
officers of the Company. The members of the Corporate Governance and Nominating
Committee are currently Messrs. Friesen and Meschter and Ms. Hunsberger. Each of
these persons is independent within the meaning of the rules of the NASDAQ Stock
Market. The Corporate Governance and Nominating Committee operates pursuant to a
written charter, a copy of which is available on the Company's website at
www.harleysvillesavings.com.
The Corporate Governance and Nominating Committee will also consider
candidates for director suggested by its stockholders. A stockholder who desires
to recommend a prospective nominee for director should submit in writing the
name and qualifications, including place of principal residence and place of
employment, of such persons to the Corporate Governance and Nominating Committee
no later than July 31st of any year. Submissions shall be made sent to
4
the Corporate Governance and Nominating Committee, Harleysville Savings
Financial Corporation, Corporate Secretary, 271 Main Street, Harleysville,
Pennsylvania 19438. The Corporate Governance and Nominating Committee also
considers whether to nominate any person nominated pursuant to the provision of
the Company's articles of incorporation relating to stockholder nominations,
which is described above under "- Stockholder Nominations." The Corporate
Governance and Nominating Committee has the authority and ability to retain a
search firm to identify or evaluate potential nominees if it so desires.
The charter of the Corporate Governance and Nominating Committee sets
forth certain criteria the committee may consider when recommending individuals
for nomination as director including: (a) ensuring that the board of directors,
as a whole, is diverse and consists of individuals with various and relevant
career experience, relevant technical skills, industry knowledge and experience,
financial expertise (including expertise that could qualify a director as a
"financial expert," as that term is defined by the rules of the SEC), local or
community ties and (b) minimum individual qualifications, including strength of
character, mature judgment, familiarity with our business and industry,
independence of thought and an ability to work collegially. The committee also
may consider the extent to which the candidate would fill a present need on the
board of directors.
The charter of the Corporate Governance and Nominating Committee also provides
that a director should have:
o a solid understanding of general management best practices and
their application;
o a history of making good business decisions;
o the ability to read a balance sheet, income statement, cash
flow statement and understand the use of financial ratios and
other indicators for evaluating Company performance;
o the ability and the time to perform during periods of both
short-term and prolonged crises;
o an understanding of what it takes to attract, motivate and
energize a high-performance leadership team;
o an understanding of the importance of the strategic planning
process in creating a competitive advantage through strategy;
o a good reputation for high ethical standards and integrity in
their personal and professional dealings;
o mature confidence and value board and team performance over
individual performance; respects others, is open to the
opinions of others, has good listening skills, is confident
enough to ask tough questions, and can communicate
persuasively;
o a history of high performance standards as reflected in the
person's history of achievements;
o high intelligence, exhibit wisdom and will be expected to
exercise prudence and care in carrying out the
responsibilities of the position; and
o no existing or potential conflict of interest situation.
In addition, a director must be:
o a citizen of the United States of America and shall have his
or her primary residence and place of employment within the
Bank's market area;
o a person who has a reputation for being trusted with
confidential information; and
o a person who will faithfully attend board meetings, committee
meetings and the annual meeting of the shareholders and takes
the time to prepare for meaningful discussion.
5
Once the Corporate Governance and Nominating Committee has identified a
prospective nominee, the committee makes an initial determination as to whether
to conduct a full evaluation of the candidate. This initial determination is
based on whatever information is provided to the committee with the
recommendation of the prospective candidate, as well as the committee's own
knowledge of the prospective candidate, which may be supplemented by inquiries
to the person making the recommendation or others.
The Audit Committee reviews the records and affairs of the Company to
determine its financial condition, reviews with management and the Company's
independent registered public accounting firm the systems of internal control,
monitors the Company's adherence in accounting and financial reporting to
generally accepted accounting principles, and performs such other duties deemed
appropriate by the board of directors. The Audit Committee met six times in
fiscal 2008. Messrs. Cummins and Rittenhouse and Ms. Hunsberger served on the
Audit Committee in fiscal 2008. The members the Audit Committee are independent
as defined in the listing standards of the NASDAQ Stock Market. The Audit
Committee operates pursuant to a written charter, a copy of which is available
on the Company's website at www.harleysvillesavings.com.
The board of directors has determined that Messrs. Cummins and
Rittenhouse, members of the Audit Committee, meet the requirements adopted by
the Securities and Exchange Commission for qualification as an audit committee
financial expert. An audit committee financial expert is defined as a person who
has the following attributes: (i) an understanding of generally accepted
accounting principles and financial statements; (ii) the ability to assess the
general application of such principles in connection with the accounting for
estimates, accruals and reserves; (iii) experience preparing, auditing,
analyzing or evaluating financial statements that present a breadth and level of
complexity or accounting issues that are generally comparable to the breadth and
complexity of issues that can reasonably be expected to be raised by the
registrant's financial statements, or experience actively supervising one or
more persons engaged in such activities; (iv) an understanding of internal
controls and procedures for financial reporting; and (v) an understanding of
audit committee functions.
The identification of a person as an audit committee financial expert
does not impose on such person any duties, obligations or liability that are
greater than those that are imposed on such person as a member of the Audit
Committee and the board of directors in the absence of such identification.
Moreover, the identification of a person as an audit committee financial expert
for purposes of the regulations of the Securities and Exchange Commission does
not affect the duties, obligations or liability of any other member of the Audit
Committee or the board of directors. Finally, a person who is determined to be
an audit committee financial expert will not be deemed an "expert" for purposes
of Section 11 of the Securities Act of 1933.
Report of the Audit Committee
The Audit Committee has reviewed and discussed the audited financial
statements with management. The Audit Committee has discussed with the
independent registered public accounting firm the matters required to be
discussed by Statement on Auditing Standards No. 61 "Communication with Audit
Committees". The Audit Committee has received the written disclosures and the
letter from the independent registered public accounting firm required by
Independence Standards Board Standard No. 1, and has discussed with the
independent registered public accounting firm, the independent registered public
accounting firm's independence. Based on the review and discussions referred to
above in this report, the Audit Committee recommended to the board of directors
that the audited financial statements be included in the Company's Annual Report
on Form 10-K for the year ended September 30, 2008 for filing with the
Securities and Exchange Commission.
Mark R. Cummins
Charlotte A. Hunsberger
James L. Rittenhouse
6
Executive Officers Who Are Not Directors
The following table sets forth certain information with respect to the
executive officers of the Company and the Bank who are not directors or
nominees.
Position(s) with the Company and Principal Occupation
Name Age During the Past Five Years
----------------------- --------- ---------------------------------------------------------
Brendan J. McGill 40 Mr. McGill has served as the Company's Senior Vice
President, Treasurer and Chief Financial Officer since
February 2000 and joined the Bank in September 1999 as
Senior Vice President, Chief Financial Officer and
Treasurer. Prior thereto, Mr. McGill was an auditor with
the accounting firm of Deloitte & Touche LLP,
specializing in financial institutions.
Stephen J. Kopenhaver 46 Mr. Kopenhaver has served as Senior Vice President and
Chief Lending Officer for the Company and the Bank since
December 2006. Mr. Kopenhaver was Senior Vice
President/Commercial Services for the Company and the
Bank from January 2006 to December 2006. Mr. Kopenhaver
joined the Bank in 2006 and has 22 years of commercial
banking experience.
Adrian D. Gordon 37 Mr. Gordon has served as Senior Vice President/Chief
Information Officer for the Company and the Bank since
January 2006. Mr. Gordon also serves as the Corporate
Secretary of the Company and the Bank. Mr. Gordon joined
the Bank in 1995 serving as Loan Servicing Manager/Data
Information Coordinator until 1997, as Information
Systems Manager from 1997 until 1999, as Assistant Vice
President from 1999 until 2000 and as Vice President
from 2000 until January 2006.
Sheri Strouse 45 Ms. Strouse has served as Senior Vice President and
Branch Administrator for the Company and the Bank since
January 2006. Ms. Strouse previously served as Vice
President of the Bank from 2000 until January 2006 and
has been with the Bank since 1997.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's executive officers and directors, and persons who own
more than 10% of the common stock to file reports of ownership and changes in
ownership with the Securities and Exchange Commission and the NASDAQ Stock
Market. Officers, directors and greater than 10% stockholders are required by
regulation to furnish the Company with copies of all Section 16(a) forms they
file. The Company knows of no person who owns 10% or more of the common stock.
Based solely on review of the copies of such forms furnished to the Company, the
Company believes that during the year ended September 30, 2008, all Section
16(a) filing requirements applicable to its executive officers and directors
were met.
7
BENEFICIAL OWNERSHIP OF COMMON STOCK
BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the beneficial ownership of the common
stock as of the record date, and certain other information with respect to (i)
the only persons or entities, including any "group" as that term is used in
Section 13(d)(3) of the Exchange Act, who or which was known to the Company to
be the beneficial owner of more than 5% of the issued and outstanding common
stock on the record date, (ii) each director and nominee for director of the
Company, (iii) certain named executive officers of the Company, and (iv) all
directors, nominees for director and executive officers of the Company as a
group.
Name of Beneficial Amount and Nature of Beneficial
Owner or Number of Ownership as of Percent of
Persons in Group December 5, 2008(1)(2) Common Stock
---------------- ---------------------- ------------
Harleysville Savings Financial 209,524 (3) 5.9%
Corporation Employee Stock
Ownership Pension Plan
271 Main Street
Harleysville, Pennsylvania 19438
Directors and Nominees for Director:
Sanford L. Alderfer 12,944 (4)(5) *
Thomas D. Clemens 2,000 *
Mark R. Cummins 130,831 (5)(6) 3.7
David J. Friesen 40,759 (7) 1.1
Ronald B. Geib 117,855 (8) 3.3
Charlotte A. Hunsberger 6,707 (9) *
George W. Meschter 51,830 (5)(10) 1.4
Edward J. Molnar 103,850 (11) 2.9
James L. Rittenhouse 6,450 (12) *
Named Executive Officers:
Brendan J. McGill 37,944 (13) 1.1
Stephen J. Kopenhaver 2,455 (14) *
All directors, nominees for Director 537,748 (15) 14.4
and executive officers as a group
(13 persons)
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*Less than 1% of the outstanding common stock.
(1) Based upon filings made pursuant to the Exchange Act and information
furnished by the respective individuals. Under regulations promulgated
pursuant to the Exchange Act, shares of common stock are deemed to be
beneficially owned by a person if he or she directly or indirectly has
or shares (i) voting power, which includes the power to vote or to
direct the voting of the shares, or (ii) investment power, which
includes the power to dispose or to direct the disposition of the
shares. Unless otherwise indicated, the named beneficial owner has sole
voting and dispositive power with respect to the shares.
(2) Under applicable regulations, a person is deemed to have beneficial
ownership of any shares of common stock which may be acquired within 60
days of the record date pursuant to the exercise of outstanding stock
options. Shares of common stock which are subject to stock options are
deemed to be outstanding for the purpose of computing the percentage of
outstanding common stock owned by such person or group but not deemed
outstanding for the purpose of computing the percentage of common stock
owned by any other person or group.
8
(3) Includes 204,477 shares held in the Company's Employee Stock Ownership
Pension Plan ("ESOP") allocated to the account of employees, who may
direct the voting of such shares.
(4) Includes 5,168 shares held jointly with Mr. Alderfer's wife, and 7,776
shares held in the Sanford Alderfer Auction Company, Inc. Profit
Sharing Plan, which Mr. Alderfer is a trustee.
(5) Does not include the shares held in the ESOP as to which Messrs.
Alderfer, Cummins and Meschter serve as trustees and disclaim
beneficial ownership.
(6) Includes 5,000 shares held jointly with Mr. Cummins' wife and 123,748
shares owned by the Harleysville Insurance Companies of which Mr.
Cummins is the Executive Vice President, Chief Investment Officer and
Treasurer, and as such, Mr. Cummins has the power to direct the voting
and disposition of these shares. Mr. Cummins disclaims beneficial
ownership of these 123,748 shares. Also includes 2,083 shares which may
be acquired within 60 days of the record date pursuant to vested stock
options.
(7) Includes 17,246 shares held jointly with Mr. Friesen's wife and 6,940
shares held solely by Mr. Friesen's wife. Mr. Friesen will retire as a
director following the annual meeting.
(8) Includes 68,475 shares held by Mr. Geib under the ESOP and 18,166
shares which may be acquired within 60 days of the record date pursuant
to vested stock options.
(9) Includes 6,707 shares held jointly with Ms. Hunsberger's husband and
425 shares which may be acquired within 60 days of the record date
pursuant to vested stock options.
(10) Includes 12,250 shares owned by Meschter Insurance Group of which Mr.
Meschter is President, 7,640 shares held in a trust which Mr. Meschter
is trustee, 1,576 shares held by Mr. Meschter's wife as custodian for
their child and 2,083 shares which may be acquired within 60 days of
the record date pursuant to vested stock options.
(11) Includes 37,484 shares held by Mr. Molnar's wife and 12,833 shares
which may be acquired within 60 days of the record date pursuant to
vested stock options.
(12) Includes 1,288, shares held by Mr. Rittenhouse's children and 425
shares which may be acquired within 60 days of the record date pursuant
to vested stock options.
(13) Includes 1,780 shares held by Mr. McGill under the ESOP and 27,083
shares which may be acquired within 60 days of the record date pursuant
to vested stock options.
(14) Includes 295 shares held by Mr. Kopenhaver in the ESOP.
(15) Includes 72,941 shares subject to outstanding stock options which are
exercisable within 60 days of the record date and 75,413 shares held in
the ESOP for the account of all executive officers and directors as a
group.
9
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
Executive Compensation
The following table sets forth a summary of certain information
concerning the compensation awarded to or paid by the Company or its
subsidiaries for services rendered in all capacities during the last fiscal year
to our principal executive officer as well as our two other highest compensated
executive officers. We refer to these individuals throughout this proxy
statement as the "named executive officers."
Non-
Equity
Incentive Nonqualified
Plan Deferred All Other
Name and Principal Fiscal Stock Option Compen- Compensation Compen-
Position Year Salary(1) Bonus Awards Awards(2) sation(3) Earnings sation(4) Total
----------------------- ------- -------- ----- ------ --------- --------- ------------ ---------- --------
Ronald B. Geib 2008 $242,931 -- -- $12,984 $53,445 -- $37,637 $349,997
President and Chief 2007 221,250 -- -- 8,284 -- -- 33,144 262,678
Executive Officer
Brendan J. McGill 2008 155,062 -- -- 10,618 34,114 -- 13,652 213,446
Senior Vice President 2007 145,250 -- -- 7,618 -- -- 12,218 165,086
and Chief Financial
Officer
Stephen J. Kopenhaver 2008 148,894 -- -- 10,946 32,977 -- 13,197 207,014
Senior Vice President 2007 136,250 -- -- 8,046 -- -- 1,087 145,383
and Chief Lending
Officer
------------------
(1) Includes amounts deferred and contributed to the 401(k) Plan by the
named executive officer.
(2) Reflects the amount expensed in accordance with Statement of Financial
Accounting Standards No. 123(R) during fiscal 2008 with respect to
awards of stock options with respect to each of the named executive
officers. For a discussion of the assumptions used to establish the
valuation of the stock options, reference is made to Note 2 of the
Notes to the Consolidated Financial Statements of the Company included
in the Company's 2008 Annual Report on Form 10-K for the year ended
September 30, 2008. Additional information is also included in the
table entitled "Grants of Plan-Based Awards."
(3) Reflects cash bonuses paid to executive officers under the Company's
Profit Sharing Incentive Plan for fiscal 2008.
(4) In fiscal 2008, includes amounts paid by the Company to the accounts of
Messrs. Geib, McGill and Kopenhaver pursuant to the 401(k) Plan of
$7,288, $4,652 and $4,497, respectively, and allocations under the ESOP
of $13,500, $9,000 and $8,700, respectively. Also includes the payment
of $15,000 in director's fees to Mr. Geib and perquisites and other
benefits in the amount of $1,849 for the cost of the personal use of a
Company-provided automobile in fiscal 2008.
10
Equity Compensation Plans
The following table sets forth information concerning grants of awards
pursuant to the Company's Profit Sharing Incentive Plan and stock option plans
made to the named executive officers during the year ended September 30, 2008.
There were no equity incentive awards granted during the year ended September
30, 2008.
Grants of Plan-Based Awards for the Year Ended September 30, 2008
All Other
Option
Awards:
Estimated Future Payouts Under Non- Number of Exercise or Grant Date
Equity Incentive Plan Awards Securities Base Price Fair Value
------------------------------------- Underlying of Option of Option
Name Grant Date Threshold Target Maximum Options(1) Awards(2) Awards(3)
---------------------- ---------- --------- -------- --------- ----------- ---------- ------------
Ronald B. Geib 1/3/2008 -- $58,300 $121,500 16,906 $12.50 $23,400
Brendan J. McGill 1/3/2008 -- 37,200 77,500 10,791 12.50 15,000
Stephen J. Kopenhaver 1/3/2008 -- 35,700 72,400 10,432 12.50 14,500
-------------------
(1) The stock options vest on January 3, 2013, which is five years from the
date of grant.
(2) Based upon the fair market value of a share of Company common stock on
the date of grant.
(3) The fair value of the stock options granted is computed in accordance
with Statement of Financial Accounting Standards No. 123(R).
11
Outstanding Equity Awards at Fiscal Year-End
The following table sets forth information concerning outstanding
equity awards held by each named executive officer as of September 30, 2008.
There were no equity incentive awards outstanding as of September 30, 2008.
Option Awards
---------------------------------------------------------------------
Number of Securities Underlying
Unexercised Options
------------------------------ Option Exercise Option Expiration
Name Exercisable(1) Unexercisable Price(2) Date
---------------------- -------------- ------------- ------------ ------------------
Ronald B. Geib 2,500 $10.60 1/2/2012
5,000 13.13 1/1/2013
5,333 17.16 1/1/2014
5,333 17.79 1/1/2015
4,000(3) 18.00 1/1/2016
10,000(3) 17.68 1/3/2017
16,906(3) 12.50 1/3/2018
Brendan J. McGill 13,167 9.19 9/14/2009
417 8.10 1/3/2010
1,833 10.60 1/2/2012
3,667 13.13 1/1/2013
4,000 17.16 1/1/2014
4,000 17.79 1/1/2015
3,000(3) 18.00 1/1/2016
10,000(3) 17.68 1/3/2017
10,791(3) 12.50 1/3/2018
Stephen J. Kopenhaver 10,000(3) 17.45 1/26/2016
3,000(3) 17.68 1/3/2017
10,432(3) 12.50 1/3/2018
-----------------
(1) Except as otherwise noted, the stock options were exercisable on
September 30, 2008.
(2) Based upon the fair market value on the date of grant.
(3) The stock options vest five years from the date of grant.
12
Option Exercises and Stock Vested
The following table sets forth certain information with respect to
stock options exercised by the named executive officers during the year ended
September 30, 2008.
Option Awards
------------------------------------------------------------------
Name Number of Shares Acquired On Exercise Value Realized On Exercise
----------------------- ------------------------------------- --------------------------
Ronald B. Geib 2,333 $9,725
Brendan J. McGill -- --
Stephen J. Kopenhaver -- --
Employment Agreement
The Company and the Bank have entered into an employment agreement with
Mr. Geib pursuant to which the Company and the Bank agreed to employ Mr. Geib as
President and Chief Executive Officer. In November, 2008, the Company and the
Bank amended and restated the employment agreement with Ronald B. Geib in order
to update the agreement to comply with Section 409A of the Internal Revenue Code
and the final regulations thereunder relating to deferred compensation
arrangements and to delete a provision that would reimburse Mr. Geib for tax on
payments that would constitute "excess parachute payments" under the Code. The
agreement now provides that severance payments will be reduced to the extent
necessary so that there are no "parachute payments" under the Code.
The agreement provides for Mr. Geib to serve as President and Chief
Executive Officer of the Company and the Bank, at a minimum base salary of
$256,600 per year. The initial term of the agreement is five years from May 1,
2008, which term will extend automatically on May 1st of each year to continue
for a five year term unless the board of directors of the Company, the Bank or
Mr. Geib gives advance notice not to extend the term.
The agreement is terminable with or without cause by the Company and
the Bank. Mr. Geib shall have no right to compensation or other benefits
pursuant to the agreement for any period after voluntary termination or
termination by the Company and the Bank for cause, retirement or death. If Mr.
Geib's employment is terminated due to disability, he will be entitled to a
declining percentage of his base salary for the remaining term of the agreement.
If prior to a change in control of the Company or the Bank either (i)
Mr. Geib terminates his employment as a result of certain adverse actions by the
Company or the Bank or (ii) the agreement is terminated by the Company and the
Bank other than for cause, disability, retirement or death, then Mr. Geib will
be entitled to a lump sum cash severance amount equal to his base salary for the
remaining term of the agreement or, if greater, for 2.99 years, with such base
salary to be discounted to present value, plus a lump sum cash payment equal to
the projected cost of providing continued benefits (other than insurance
benefits or benefits under retirement plans, stock compensation plans or cash
compensation plans) to Mr. Geib for the lesser of the remaining term of his
agreement or three years. If Mr. Geib's employment is terminated concurrently
with or subsequent to a change in control of the Company or the Bank, as
defined, by either (a) the Company or the Bank for other than cause, disability,
retirement or death or (b) Mr. Geib as a result of certain adverse actions by
the Company or the Bank, then Mr. Geib will be entitled to a cash severance
amount equal to three times his annual compensation. Annual compensation is
defined as the average aggregate annual compensation paid to Mr. Geib and
includible in his gross income for federal income tax purposes during the five
calendar years preceding the year in which the date of termination occurs, and
such compensation includes among other things salary, bonuses and income related
to the exercise of stock options. In addition, in any of the termination events
set forth in this paragraph, Mr. Geib will also be entitled to the continuation
of insurance benefits similar to those he is receiving at the time of such
termination for periods specified in the agreement or until he obtains full-time
employment with another employer providing similar benefits, whichever occurs
first, plus a lump sum cash payment equal to the projected cost of providing
continued benefits (other than insurance benefits or benefits under retirement
plans, stock compensation plans or cash compensation plans) to Mr. Geib for the
lesser of the remaining term of his agreement or three years.
13
The employment agreement provides that in the event any of the payments
to be made thereunder or otherwise upon termination of employment are deemed to
constitute "parachute payments" within the meaning of Section 280G of the Code,
then such payments and benefits received thereunder shall be reduced by the
minimum amount necessary to result in no portion of the payments and benefits
being non-deductible by the Company and the Bank for federal income tax
purposes. Parachute payments generally are payments equal to or greater than
three times the executive's base amount, which is defined to mean the
executive's average annual compensation from the employer includable in the
executive's gross income during the most recent five taxable years ending before
the year in which a change in control of the employer occurs. Recipients of
parachute payments are subject to a 20% excise tax on the amount by which such
payments exceed the base amount, in addition to regular income taxes, and
payments in excess of the base amount are not deductible by the employer as
compensation expense for federal income tax purposes.
Employee Stock Ownership Pension Plan
The board of directors of the Company have adopted an Employee Stock
Ownership Pension Plan ("ESOP"). The trustees of the ESOP are Messrs. Alderfer,
Cummins and Meschter. The trustees also serve as the administrators of the ESOP.
The trustees hold, invest, reinvest, manage, administer and distribute the
assets of the ESOP for the exclusive benefit of participants, retired
participants and their beneficiaries in accordance with the terms of the ESOP
and the Employee Stock Ownership Trust ("Trust") established pursuant to the
ESOP. All of the assets of the ESOP are held in the Trust, which is managed by
the trustees. The ESOP is subject to the participation, vesting, fiduciary
responsibility, reporting, and disclosure and claims procedure requirements of
ERISA. All officers and employees of the Company who work 1,000 hours or more in
a plan year, who have attained the age of 21 and have completed 12 months of
service may participate in the ESOP.
In general, the ESOP requires the Company to contribute to the Trust in
cash each year an amount which is not less than the amount required to enable
the Trust to discharge its current obligations. The Company may make additional
contributions in cash, shares of the common stock or other property, which shall
be valued at its fair market value, as the Company's board of directors may
determine.
Contributions of the Company in cash and other cash received by the
Trust will be applied to pay any current obligations of the Trust incurred for
the purchase of common stock, or may be applied to purchase additional shares of
common stock from current stockholders or from the Company. The investment
policy of the ESOP is to invest primarily in common stock of the Company;
however, the ESOP permits the investment of contributions to the ESOP into other
assets, including certificates of deposit and securities issued by the U.S.
government or its agencies.
The ESOP requires the Company to pay all costs of administering the
ESOP and any similar expenses of the trustees, excluding normal brokerage
charges which are included in the costs of stock purchased. All shares of common
stock which are allocated to participants' stock accounts shall be voted by the
trustees in accordance with instructions from the participants. All unallocated
shares of common stock held by the Trust or in a suspense account shall be voted
by the trustees.
Participation in the ESOP terminates as of the anniversary date
coinciding with or next following a participant's death, disability or
retirement. Upon termination of a participant's employment for any reason other
than death, disability or retirement, or upon a break in service, the
participant shall have vested rights in a portion of his or her stock and
investment accounts based upon the participant's years of credited service at
his or her date of termination. A participant is fully vested in his stock and
investment accounts after three years of plan participation.
Vested benefits under the ESOP will normally be distributed in a single
distribution as soon as possible following a participant's separation from
service. Distribution of benefits under the ESOP may be made in cash or in a
combination of shares of common stock and cash.
The Company's contributions to the ESOP are deductible by the Company
to the extent provided by the Code and the ESOP will not be subject to federal
income tax on its income and gain. A participant will not be taxed on
contributions made by the Company or earnings on such contributions until he
receives a distribution under the ESOP.
14
During fiscal 2008, the Company contributed $213,493 to the Trust which
was allocated to participants' accounts according to the terms of the plan. The
amounts allocated to executive officers under the ESOP in fiscal 2008 are
included in the Summary Compensation Table above.
401(k) Plan
The Company maintains the Harleysville Savings 401(k) Plan, a deferred
salary savings plan. All officers and employees working 1,000 hours or more in a
plan year, who have attained the age of 21 and have completed 12 months of
service, may participate in the 401(k) Plan on an optional basis. Under the
plan, participants may defer a portion of their salary by payroll deduction. The
Company or its subsidiaries make a matching contribution of 100% of the first 3%
of the participant's contribution. All contributions are invested via a plan
trust. The Company's matching contributions are vested at 100% after three years
of service. All contributions are invested via a plan trust at the direction of
the participant among several options, including several different mutual funds.
Benefit payments normally are made in connection with a participant's
retirement. Under current Internal Revenue Service regulations, the amount
contributed to the plan and the earnings on those contributions are not subject
to Federal income tax until they are withdrawn from the plan. The amount of the
matching contributions by the Company under the 401(k) Plan to the executive
officers in fiscal 2008 are included in the Summary Compensation Table above.
Profit Sharing Incentive Plan
The Company maintains the Profit Sharing Incentive Plan which is
designed to provide cash incentive payments to the Company's officers and
employees when the Company exceeds certain performance criteria. All of the
Company's employees participate in the profit sharing plan, including the named
executive officers. The profit sharing plan provides that the Company will make
allocations to a bonus pool provided three performance criteria are satisfied:
(1) the Company's return on total stockholders' equity shall exceed an
annualized rate of 7.0 percent (the "target return"), (2) the Company's one year
gap position under the asset liability management policy may not exceed the
guidelines established by the board of directors, and (3) the percentage of the
Company's loans which are non-performing may not exceed 0.5 percent of its total
assets. If these criteria are satisfied, a percentage of the Company's profit in
excess of the target return is allocated to a bonus pool. The percentage of the
Company's profit in excess of the target return which is allocated to the bonus
pool ranges from 50 percent of the first fifteen basis points by which the
Company's profit exceeds the target return to ten percent of any profit greater
than 1.50 percent in excess of the target return. Awards from the bonus pool are
based on each participant's base earnings as a percentage of the total base
earnings of all participants, and a weighing factor which recognizes that the
Company's senior management, middle management and other employees have varying
levels of responsibility for the Company's overall performance. There is a
minimum bonus of 1.92 percent of compensation for non-executive officers. The
amounts paid to the named executive officers under the profit sharing plan in
fiscal 2008 are included in the Summary Compensation Table above. The total
amount of incentive payments made to all employees (120 people) who received
payments pursuant to the profit sharing plan for the year ended September 30,
2008, was $411,779.
Directors' Compensation
Directors of the Company received an annual fee of $7,200, plus $650
for each regular board meeting attended during fiscal 2008. Directors of the
Company, with the exception of executive officers, received $350 and the
chairman of each committee received $700 for each committee meeting attended
during fiscal 2008. The chairman of the Audit Committee received $1,050 and each
member of the Audit Committee received $700 for each meeting attended in fiscal
2008.
15
The following table sets forth information concerning compensation paid
or accrued by the Company and its subsidiaries to each member of the board of
directors during the year ended September 30, 2008. Mr. Geib has been omitted
from the table as his compensation is fully reported in the Summary Compensation
Table above.
Fees Nonqualified
Earned or Non-Equity Deferred
Paid in Stock Option Incentive Plan Compensation All Other
Name Cash(1) Awards Awards(2) Compensation Earnings Compensation Total
------------------------ --------- ------- --------- -------------- ------------ ------------ -------
Sanford L. Alderfer $16,800 $ -- $1,908 $ -- $ -- $ -- $18,708
Mark R. Cummins 20,650 -- 1,908 -- -- -- 22,558
David J. Friesen 16,800 -- 1,908 -- -- -- 18,708
Charlotte A. Hunsberger 19,600 -- 1,908 -- -- -- 21,508
George W. Meschter 16,850 -- 1,908 -- -- -- 18,758
Edward J. Molnar 35,300 -- 1,908 -- -- -- 37,208
James L. Rittenhouse 19,600 -- 1,908 -- -- -- 21,508
----------------
(1) Include payment of directors' fees for service on the board of the
Company and the Bank. Also includes the payment of fees for attendance
at meeting of committees of the board that the director serves on as
well as fees for service as chairman of a board committee.
(2) Reflects the amount expensed in accordance with Statement of Financial
Accounting Standards No. 123(R) during fiscal 2008 with respect to the
grants of stock options. No stock options were granted to non-employee
directors in fiscal 2008. For a discussion of the assumptions used to
establish the valuation of the stock options, reference is made to Note
2 of the Notes to the Consolidated Financial Statements of the Company
included in the Company's Annual Report on Form 10-K for the year ended
September 30, 2008.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In accordance with applicable federal laws and regulations, the Bank
offers mortgage loans to its directors, officers and employees for the financing
of their primary residences as well as various business and consumer loans.
These loans are generally made on substantially the same terms as those
prevailing at the time for comparable transactions with non-affiliated persons.
It is the belief of management that these loans neither involve more than the
normal risk of collectibility nor present other unfavorable features.
Section 22(h) of the Federal Reserve Act generally provides that any
credit extended by a savings institution to its executive officers, directors
and, to the extent otherwise permitted, principal stockholder(s), or any related
interest of the foregoing, must (i) be on substantially the same terms,
including interest rates and collateral, as those prevailing at the time for
comparable transactions by the savings association with non-affiliated parties;
(ii) be pursuant to underwriting standards that are no less stringent than those
applicable to comparable transactions with non-affiliated parties; (iii) not
involve more than the normal risk of repayment or present other unfavorable
features; and (iv) not exceed, in the aggregate, the institution's unimpaired
capital and surplus, as defined.
The Bank offers certain loans to its directors, executive officers and
employees. It is the belief of management that these loans do not involve more
than the normal risk of collectibility. These loans are made on substantially
the same terms as those prevailing at the time for comparable transactions with
nonaffiliated persons. Directors, executive officers and employees of the Bank
receive no discount from the market interest rate for loans made by the Bank. As
of September 30, 2008, two of the Company's directors and executive officers had
loans outstanding with a balance in excess of $120,000, which amounted to
$554,000 in the aggregate.
16
RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
General
The Audit Committee of the board of directors of the Company has
appointed Beard Miller Company LLP as the independent registered public
accounting firm for the Company for the year ending September 30, 2009. The
board of directors has directed that the selection of the accounting firm be
submitted for ratification by the stockholders at the annual meeting. The
Company has been advised by Beard Miller that neither the firm nor any of its
associates has any relationship with the Company or its subsidiaries other than
the usual relationship that exists between independent registered public
accounting firm and clients. Beard Miller will have representatives at the
annual meeting who will have an opportunity to make a statement, if they so
desire, and will be available to respond to appropriate questions.
Change in Auditors
The Company's financial statements for the fiscal year ended September
30, 2006 and prior years were audited by Deloitte & Touche LLP. In January 2007,
the engagement of Deloitte & Touche was terminated by the Audit Committee of the
board of directors upon completion of the audit of the Company's financial
statements for the year ended September 30, 2006 and Beard Miller was engaged as
the independent registered public accounting firm of the Company. In connection
with their audit for the years ended September 2006 and 2005 and during the
subsequent interim period preceding the replacement of Deloitte & Touche, there
were no disagreements with Deloitte & Touche on any matter of accounting
principles or practices, financial statement disclosures, or auditing scope or
procedure. Deloitte & Touche's report on the financial statements for fiscal
2006 and 2005 did not contain an adverse opinion or disclaimer of opinion and
was not qualified or modified as to uncertainty, audit scope or accounting
principles. During fiscal 2006 and 2005, Deloitte & Touche did not advise, and
has not indicated to the Company that it had reason to advise, the Company of
any reportable event, as defined in Item 304(a) of Regulation S-K of the
Exchange Act. During fiscal 2006 and 2005, the Company had not consulted Beard
Miller regarding the application of accounting principles, either contemplated
or proposed, the type of audit opinion that might be rendered on the Company's
financial statements or any other matters that would be required to be reported
herein.
Auditor Fees
The following table sets forth the aggregate fees paid by us to Beard
Miller for professional services in connection with the audit of the Company's
consolidated financial statements for fiscal 2008 and 2007 and the fees paid by
us to Beard Miller for audit-related services, tax services and all other
services during fiscal 2008 and 2007.
Fiscal Year Ended September 30,
-------------------------------
2008 2007
------- -------
Audit fees (1) ............................. $98,650 $93,313
Audit-related fees (2) ..................... 364 --
Tax fees ................................... -- --
All other fees ............................. -- --
------- -------
Total ...................................... $99,014 $93,313
======= =======
---------------------
(1) Includes professional services rendered by the auditor of the Company's
annual financial statements and review of financial statements included
in Forms 10-Q, or services normally provided in connection with
statutory and regulatory filings, including out-of-pocket expenses.
(2) Assurance and related services reasonably related to the performance of
the audit or review of financial statements.
Pre-Approval Policy and Procedures
The Audit Committee selects the Company's independent registered public
accounting firm and pre-approves all audit services to be provided by it to the
Company. The Audit Committee also reviews and pre-approves all audit-related,
tax and all other services rendered by our independent registered public
accounting firm in accordance with the audit committee's charter and policy on
pre-approval of audit-related, tax and other services. In its review of these
services and related fees and terms, the audit committee considers, among other
things, the possible effect of the performance of such services on the
independence of our independent registered public accounting firm. Pursuant to
its policy, the audit committee pre-approves certain audit-related services and
certain tax services which are specifically
17
described by the Audit Committee on an annual basis and separately approves
other individual engagements as necessary. The pre-approval requirements do not
apply to certain services if: (i) the aggregate amount of such services provided
to the Company constitutes not more than five percent of the total amount of
revenues paid by the Company to its independent auditor during the year in which
the services are provided; (ii) such services were not recognized by the Company
at the time of the engagement to be other services; and (iii) such services are
promptly brought to the attention of the committee and approved by the committee
or by one or more members of the committee to whom authority to grant such
approvals has been delegated by the committee prior to the completion of the
audit. The Audit Committee may delegate to one or more designated members of the
committee the authority to grant required pre-approvals. The decisions of any
member to whom authority is delegated to pre-approve an activity shall be
presented to the full committee at its next scheduled meeting.
During the fiscal year ended September 30, 2008, each new engagement of
Beard Miller was approved in advance by the Audit Committee, and none of those
engagements made use of the de minimis exception to pre-approval contained in
the SEC's rules.
The Board of Directors recommends that you vote FOR the ratification of
the appointment of Beard Miller Company LLP as our independent registered public
accounting firm for the year ending September 30, 2009.
STOCKHOLDER PROPOSALS AND STOCKHOLDER
COMMUNICATIONS WITH THE BOARD OF DIRECTORS
Any proposal which a stockholder wishes to have included in the proxy
materials of the Company relating to the next annual meeting of stockholders of
the Company, which is scheduled to be held in January 2010, must be received at
the principal executive offices of the Company, 271 Main Street, Harleysville,
Pennsylvania 19438, Attention: Corporate Secretary, no later than August 21,
2009. If such proposal is in compliance with all of the requirements of Rule
14a-8 of the Exchange Act, it will be included in the proxy statement and set
forth on the form of proxy issued for such annual meeting of stockholders. It is
urged that any such proposals be sent certified mail, return receipt requested.
Stockholder proposals which are not submitted for inclusion in the
Company's proxy materials pursuant to Rule 14a-8 of the Exchange Act may be
brought before an annual meeting pursuant to the Company's Bylaws, which
provides that business must be (a) specified in the notice of meeting (or any
supplement thereto) given by or at the direction of the board of directors, or
(b) otherwise properly brought before the meeting by a stockholder. For business
to be properly brought before an annual meeting by a stockholder, the
stockholder must have given timely notice thereof in writing to the Secretary of
the Company. To be timely a stockholder's notice must be delivered to or mailed
and received at the principal executive offices of the Company not later than
ninety days prior to the anniversary date of the mailing of proxy materials by
the Company in connection with the immediately preceding annual meeting of
stockholders. A stockholder's notice to the Secretary shall set forth as to each
matter the stockholder proposes to bring before the annual meeting (a) a brief
description of the business desired to be brought before the annual meeting, (b)
the name and address, as they appear on the Company's books, of the stockholder
proposing such business, (c) the class and number of shares of the Company which
are beneficially owned by the stockholder, and (d) any material interest of the
stockholder in such business. To be timely with respect to the next annual
meeting of stockholders of the Company, a stockholders notice must be received
by the Company no later than September 20, 2009.
The board of directors of the Company has adopted a process by which
stockholders may communicate directly with members of the board. Stockholders
who wish to communicate with the board may do so by sending written
communications addressed to the Board of Directors, c/o Adrian D. Gordon,
Corporate Secretary, Harleysville Savings Financial Corporation, 271 Main
Street, Harleysville, Pennsylvania 19438.
18
ANNUAL REPORTS
A copy of the Company's Annual Report on Form 10-K for the year ended
September 30, 2008 accompanies this proxy statement. Such annual report is not
part of the proxy solicitation materials.
Upon receipt of a written request, the Company will furnish to any
stockholder without charge a copy of the exhibits to the Company's Annual Report
on Form 10-K for the year ended September 30, 2008. Such written requests should
be directed to the Corporate Secretary, Harleysville Savings Financial
Corporation, 271 Main Street, Harleysville, Pennsylvania 19438.
OTHER MATTERS
Management is not aware of any business to come before the annual
meeting other than the matters described above in this proxy statement. However,
if any other matters should properly come before the meeting, it is intended
that the proxies solicited hereby will be voted with respect to those other
matters in accordance with the judgment of the persons voting the proxies.
The cost of the solicitation of proxies will be borne by the Company.
The Company will reimburse brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in sending the proxy
materials to the beneficial owners of the common stock. In addition to
solicitations by mail, directors, officers and employees of the Company may
solicit proxies personally or by telephone without additional compensation.
19
HARLEYSVILLE SAVINGS FINANCIAL CORPORATION REVOCABLE PROXY
HARLEYSVILLE, PENNSYLVANIA
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
HARLEYSVILLE SAVINGS FINANCIAL CORPORATION FOR USE ONLY AT THE ANNUAL MEETING OF
STOCKHOLDERS TO BE HELD ON JANUARY 28, 2009 AND AT ANY ADJOURNMENT THEREOF.
The undersigned, being a stockholder of Harleysville Savings Financial
Corporation (the "Company"), hereby appoints the Board of Directors, or any
successors in their respective positions, as proxy, with full powers of
substitution, and hereby authorizes the Board to represent and vote, as
designated below, all the shares of common stock of the Company held of record
by the undersigned on December 5, 2008 at the Annual Meeting of Stockholders to
be held at the Indian Valley Country Club, located at 650 Bergey Road, Telford,
Pennsylvania 18969, on January 28, 2009 at 9:30 a.m., local time, or any
adjournment thereof.
1. ELECTION OF DIRECTORS:
Nominees for a three year term: George W. Meschter, James L. Rittenhouse
and Thomas D. Clemens
FOR all nominees listed above WITHHOLD AUTHORITY (to
(except as marked to the vote for all nominees
contrary below) [_] listed above ) [_]
INSTRUCTIONS: To withhold authority to vote for any one or more individual
nominee, write the name of such nominee(s) in the space provided below:
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2. Proposal to r atify the appointment of Beard Miller Company LLP as the
Company's independent registered public accounting firm for the year
ending September 30, 2009.
FOR AGAINST ABSTAIN
[_] [_] [_]
3. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Annual Meeting as described in
the accompanying Proxy Statement.
If not otherwise specified, this proxy will be voted FOR the election
of the Board of Directors' nominees to the Board of Directors named in proposal
1, FOR the ratification of the independent registered public accounting firm and
otherwise at the discretion of the proxies. In their discretion, the proxies are
authorized to vote with respect to approval of the minutes of the last meeting
of stockholders, the election of any person as director if a nominee is unable
to serve or for good cause will not serve, matters incident to the conduct of
the meeting and upon such other business as may properly come before the
meeting. This proxy may be revoked at any time prior to the time it is voted at
the Annual Meeting.
The undersigned hereby acknowledges receipt
of a Notice of Annual Meeting of
Stockholders of Harleysville Savings
Financial Corporation, to be held on January
28, 2009, or any adjournment thereof, and a
Proxy Statement for the Annual Meeting,
prior to the signing of this proxy.
Date:_______________________________________
Signature:__________________________________
Signature:__________________________________
Please sign exactly as your name(s)
appear(s) on this Proxy. When signing in a
representative capacity, please give title.
When shares are held jointly, both should
sign.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY
CARD PROMPTLY USING THE ENCLOSED ENVELOPE.