Patriot National Bancorp, Inc. Preliminary Proxy
SCHEDULE
14A
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14a-101)
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SCHEDULE
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Patriot
National Bancorp, Inc.
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PRELIMINARY
PROXY STATEMENT, DATED APRIL 19, 2006
PATRIOT
NATIONAL BANCORP, INC.
900
Bedford Street
Stamford,
Connecticut 06901
(203)
324-7500
NOTICE
OF ANNUAL MEETING OF SHAREHOLDERS
To
be held on June 14, 2006
To
the
Shareholders of
Patriot
National Bancorp, Inc.:
The
Annual Meeting of Shareholders of Patriot National Bancorp, Inc. (“Patriot”)
will be held on Wednesday, June 14, 2006, at 9:00 a.m. local time, at The Hyatt
Regency, 1800 East Putnam Avenue, Old Greenwich, Connecticut 06870, for the
following purposes:
1.
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To
elect nine directors to serve until the next annual meeting of
shareholders.
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2.
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To
approve an amendment to the Patriot Certificate of Incorporation,
as
amended to date, to increase the number of authorized shares of Patriot
common stock from 30,000,000 to 60,000,000 shares.
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3.
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To
consider and act upon a proposal to ratify the appointment of McGladrey
& Pullen, LLP as independent auditors for the year ending December
31,
2006.
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4.
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To
transact any other business that may properly come before the Annual
Meeting.
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Shareholders
of record at the close of business on Wednesday, April 26, 2006 will be entitled
to vote at the annual meeting or at any adjournment of the annual
meeting.
Our
board
hopes that you will attend the meeting. Whether or not you plan to attend,
please complete, date, sign and return the enclosed proxy card in the
accompanying envelope. Your prompt response will greatly facilitate arrangements
for the meeting, and your cooperation will be appreciated.
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By
Order of the Board of Directors
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/s/
Angelo
De Caro
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Angelo
De Caro
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Chairman
& Chief Executive Officer
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Stamford,
Connecticut
May
[1],
2006
PRELIMINARY
PROXY STATEMENT, DATED APRIL 19, 2006
PATRIOT
NATIONAL BANCORP, INC.
900
Bedford Street
Stamford,
Connecticut 06901
(203)
324-7500
__________
PROXY
STATEMENT
Our
board
of directors is soliciting your proxy with the enclosed proxy card for use
at
the 2006 Annual Meeting of Shareholders to be held on Wednesday, June 14, 2006
and at any adjournments of the meeting. This proxy statement and
accompanying proxy are first being sent or given to shareholders on or about
May
[1], 2006.
GENERAL
INFORMATION ABOUT VOTING
Who
can vote.
You will be entitled to vote your shares of Patriot common stock at the annual
meeting if you were a shareholder of record at the close of business on April
26, 2006. As of that date, [3,230,649]
shares
of common stock were outstanding and entitled to vote at the annual
meeting.
In
the
election of directors, you may elect to cumulate your vote. Cumulative voting
will allow you to allocate among the director nominees, as you see fit, the
total number of votes equal to the number of director positions to be filled
multiplied by the number of shares you hold. For example, if you own 100 shares
of stock, and there are nine directors to be elected at the annual meeting,
you
may allocate 900 “for” votes (nine times 100) among as few or as many of the
nine nominees to be voted on at the annual meeting as you choose.
If
you
choose to cumulate your votes, you will need to submit a proxy card or a ballot
and make an explicit statement of your intent to cumulate your votes, either
by
so indicating in writing on the proxy card or by indicating in writing on your
ballot when voting at the annual meeting. If you hold shares beneficially in
street name and wish to cumulate votes, you should contact your broker, trustee
or nominee.
If
you
sign your proxy card with no further instructions, John A. Geoghegan, L. Morris
Glucksman, and Michael F. Intrieri, as proxy holders, may cumulate and cast
your
votes in favor of the election of some or all of the applicable nominees in
their sole discretion, except that none of your votes will be cast for any
nominee as to whom you instruct that your votes be withheld.
Cumulative
voting applies only to the election of directors. For all other matters, each
share of common stock outstanding as of the close of business on the record
date, April 26, 2006, is entitled to one vote. If you sign your proxy card
with
no further instructions with respect to the approval of the amendment to the
Certificate of Incorporation or the ratification of the selection of the
independent auditors, then proxies will be voted in favor of both
proposals.
How
to vote your shares.
You can vote your shares either by attending the Annual meeting and voting
in
person or by voting by proxy. If you choose to vote by proxy, please
complete, date, sign and return the enclosed proxy card. The proxies named
in the enclosed proxy card will vote your shares as you have instructed.
You may authorize the proxies to vote your shares in favor of each of the
proposals contained in this proxy statement by simply signing and returning
the
enclosed proxy card without indicating how your votes should be
cast.
Even
if
you expect to attend the annual meeting, please complete and mail your proxy
card in any case in order to assure representation of your shares. If you
attend the meeting, you can always revoke your proxy by voting in person.
No postage is necessary if the proxy card is mailed in the United
States.
Quorum.
A
quorum of shareholders is required in order to transact business at the annual
meeting. A majority of the outstanding shares of common stock entitled to
vote must be present at the meeting, either in person or by proxy, to constitute
a quorum.
Number
of votes required.
The number of votes required to approve each of the proposals that are scheduled
to be presented at the meeting is as follows:
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Proposal
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Required
Vote
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• Election
of directors
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Under
cumulative voting for directors, the nine nominees receiving the
largest
number of votes will be elected.
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• Amendment
to the Certificate of Incorporation.
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The
affirmative vote of a majority of the outstanding shares of common
stock
are for the Amendment.
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• Ratification
of the Audit Committee’s selection of
independent auditors
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The
affirmative vote of a majority of the votes cast are for
ratification.
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Abstentions
and broker non-votes.
A
broker non-vote occurs when a broker cannot vote a customer’s shares registered
in the broker’s name because the customer did not send the broker instructions
on how to vote on the matter. If the broker does not have instructions
and
is
barred by law or applicable rules from exercising its discretionary voting
authority in the particular matter, then the shares will not be voted on the
matter, resulting in a “broker non-vote.” Abstentions and broker non-votes will
be counted for purposes of determining whether a quorum is present at the annual
meeting.
Abstentions
and broker non-votes will not count as votes cast in the election of directors
or in the vote on ratifying the Audit Committee’s selection of independent
auditors. Therefore, abstentions and broker non-votes will have no effect on
the
voting on these matters at the meeting.
However,
abstentions and broker non-votes will count as a vote against a matter
determined by a percentage of the outstanding shares entitled to vote.
Accordingly, abstentions and broker non-votes at this meeting will count as
votes against the proposed amendment to our certificate of incorporation
increasing the shares of our authorized common stock.
Discretionary
voting by proxies on other matters.
Aside from the election of directors, the amendment to our certificate of
incorporation increasing the shares of our authorized common stock and the
ratification of the Audit Committee’s selection of independent auditors, we do
not know of any other proposal that may be presented at the 2006 Annual
Meeting. However, if another matter is properly presented at the meeting,
the persons named in the accompanying proxy card will exercise their discretion
in voting on the matter.
How
you may revoke your proxy.
You may revoke the authority granted by your executed proxy card at any time
before we exercise it by notifying our Corporate Secretary in writing, by
executing a new proxy card bearing a later date and delivering the new executed
proxy card to our Corporate Secretary, or by voting in person at the annual
meeting.
Expenses
of solicitation.
We will bear all costs of soliciting proxies. We will request that
brokers, custodians and fiduciaries forward proxy soliciting material to the
beneficial owners of stock held in their names, for which we will reimburse
their out-of-pocket expenses. In addition to solicitations by mail, our
directors, officers and regular employees, without additional remuneration,
may
solicit proxies by telephone and/or personal interviews.
Shareholders
sharing the same surname and address.
In some cases, shareholders holding their shares in a brokerage or bank account
who share the same surname and address and have not given contrary instructions
are receiving only one copy of our annual report and proxy statement. This
practice is designed to reduce duplicate mailings and save significant printing
and postage costs as well as natural resources. If you would like to have
additional copies of our annual report and/or proxy statement mailed to you,
please call or write us at our principal executive offices, Attention: Corporate
Secretary, 900 Bedford Street, Stamford, Connecticut 06901, (203) 324-7500.
If
you want to receive separate copies of the proxy statement or annual report
to
shareholders in the future, or if you are receiving multiple copies and would
like to receive only one copy per household, you should contact your bank,
broker or other nominee record holder.
Patriot
National Bancorp, Inc. is the bank holding company for Patriot National Bank,
or
the Bank. A copy of our Annual Report on Form 10-KSB for the fiscal year
ended December 31, 2005 accompanies this proxy statement.
SECURITY
OWNERSHIP OF
CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The
table
below provides certain information about beneficial ownership of our common
stock as of April 14, 2006 by (i) each person, or group of affiliated persons,
who is known to us to beneficially own more than five percent of our common
stock; (ii) each of our directors; (iii) each of our executive officers
named in the Summary Compensation Table; and (iv) all of our directors and
executive officers as a group.
Except
as
otherwise noted, the persons or entities in this table have sole voting and
investing power with respect to all shares of common stock beneficially owned
by
them, subject to community property laws, where applicable. The address of
each
director and executive officer is care of us at our principal executive
office.
To
our
knowledge, no arrangement exists the operation of which might result in a change
in control of Patriot. However, Angelo De Caro has received authority from
the
Federal Reserve Bank of New York to acquire up to 35% of our common
stock.
The
percentage ownership column below is based on a total of 3,230,649 shares of
common stock outstanding as of April 14, 2006.
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Shares
of Common Stock Beneficially Owned
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Beneficial
Owner
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Shares
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Percent
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5%
Shareholders:
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Barry
C. Lewis
177
South Mountain Road
New
City, NY 10956
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251,692
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(1)
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7.8%
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Robert
K. Steel
28
Grigg Street
Greenwich,
CT 06830
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187,346
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(2)
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5.8%
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Harvey
Sandler Revocable Trust
21170
NE 22nd Court
North
Miami Beach, FL 33180
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165,082
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(3)
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5.1%
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Directors
and Executive Officers:
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Angelo
De Caro
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741,285
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(4)
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22.9%
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John
J. Ferguson
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1,758
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*
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Brian
A. Fitzgerald
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626
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*
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John
A. Geoghegan
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7,943
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*
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L.
Morris Glucksman
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66,320
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(5)
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2.0%
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Charles
F. Howell
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37,420
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1.2%
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Michael
F. Intrieri
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51,769
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(6)
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1.6%
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Robert
F. O’Connell
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20,448
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*
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Philip
W. Wolford
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21,171
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(7)
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*
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Martin
Noble
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1,311
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*
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Marcus
Zavattaro
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76,011
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2.4%
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All
directors and executive officers of Patriot (13 persons)
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1,030,031
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(8)
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31.5%
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____________________
*
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Percentage
is less than 1% of all outstanding shares of common
stock.
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1.
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Based
on a Schedule 13G filed by Mr. Lewis with the SEC on January 9, 2006.
Reflects 171,481 shares held in Barry Lewis IRA Rollover Accounts,
of
which Mr. Lewis disclaims beneficial ownership, except to the extent
of his equity interest therein, and 80,211 shares held by the Barry
Lewis
Revocable Living Trust.
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2.
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Based
on a Schedule 13D filed by Mr. Steel with the SEC on September 30,
2005.
Mr. Steel has sole voting and sole dispositive control over all of
these
shares.
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3.
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Based
on a Schedule 13G/A filed by the Harvey Sandler Revocable Trust with
the
SEC on April 6, 2006. The Harvey Sandler Revocable Trust has sole
voting
and sole dispositive control over all of these shares. Mr. Sandler
is the
sole trustee of the trust.
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4.
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Includes
19,000 shares for which Mr. De Caro has sole voting power but in
which he has no direct or indirect pecuniary interest.
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5.
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Includes
3,200 shares held by Mr. Glucksman as Trustee for Roslyn Glucksman,
Mr.
Glucksman’s wife; 1,000 shares owned solely by Roslyn Glucksman; 5,500
shares held by Mr. Glucksman as Trustee for Rayna Glucksman, Mr.
Glucksman’s daughter; 5,500 shares held by Mr. Glucksman as Trustee for
Janna Glucksman, Mr. Glucksman’s daughter; and 10,800 shares held as
Trustee for other than immediate family members. Also includes 16,000
shares of common stock issuable upon exercise of stock options exercisable
within 60 days after April 14, 2006.
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6.
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Includes
1,200 shares held in joint tenancy with Karen Intrieri, Mr. Intrieri’s
wife, and 651 shares owned solely by Karen Intrieri; 600 shares held
by
Michael J. Intrieri, Mr. Intrieri’s son, and 1,500 shares owned jointly by
father and son; and 600 shares held by Jason Intrieri, Mr. Intrieri’s son,
and 1,500 shares owned jointly by father and son. Also includes 10,000
shares of common stock issuable upon exercise of stock options exercisable
within 60 days after April 14, 2006.
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7.
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Includes
84 shares held in joint tenancy with, Regine Vantieghem, Mr. Wolford’s
wife and 83 shares held in joint tenancy with Kathryn Rachel Wolford,
Mr. Wolford’s mother. Also includes 9,000 shares of common stock
issuable upon exercise of stock options exercisable within 60 days
after
April 14, 2006.
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8.
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Includes
35,000 shares of common stock issuable upon exercise of stock options
exercisable within 60 days after April 14,
2006.
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SECTION
16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Our
directors, our executive officers and anyone owning beneficially more than
ten
percent of our equity securities are required under Section 16(a) of the
Securities Exchange Act of 1934 to file with the SEC reports of their ownership
and changes of their ownership of our common stock. They must also furnish
copies of the reports to us. Based solely on our review of the reports furnished
to us and any written representations that no other reports were required,
we
believe that during 2005, our directors, executive officers and ten percent
beneficial owners complied with all applicable Section 16(a) filing
requirements.
PROPOSAL
1
ELECTION
OF DIRECTORS
Directors;
Nominees
The
board
of directors has fixed the number of directors for 2006 at nine. Under our
certificate of incorporation, directors are elected annually by the shareholders
and hold office until the next annual meeting of shareholders and until his
or
her successor is elected and qualified, or until his or her earlier resignation,
death or removal. In the election of directors, you may elect to cumulate your
vote. Cumulative voting means that each share of common stock is entitled to
one
vote multiplied by the number of directors to be elected. All votes may be
cumulated and cast for a single nominee or votes may be distributed among two
or
more nominees in the manner selected by the shareholder. If a shareholder
submits a signed proxy with no further instructions, the persons named in the
proxy will distribute the votes among the nominees in his or her discretion.
The
nine nominees who receive the largest number of votes will be elected as
directors. The nine nominees for director are currently serving as directors
of
Patriot and the Bank. Each nominee has consented to being named in this proxy
statement and to serve if elected. If for any reason a nominee should become
unavailable for election prior to the annual meeting, the proxies may vote
for
the election of a substitute. We do not presently expect that any of the
nominees will be unavailable.
Biographical
Information
The
following table contains biographical information about the nominees for
election as directors. Information about the number of shares of common stock
beneficially owned by each nominee, directly or indirectly, as of April 14,
2006, appears above under “Security Ownership of Certain Beneficial Owners and
Management.”
There
is
no arrangement or understanding between any director and any other person or
persons pursuant to which such director was or is to be selected as a director
or nominee. There is no family relationship between any director and any of
our
executive officers. Each of the
nominees
has held the principal occupation listed for the past five years, except as
set
forth below.
Name
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Age
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Business
Experience and Other Directorships
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Director
Since
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Angelo
De Caro
|
63
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Angelo
De Caro has served as our director since our organization in 1999 and
as our Chairman since his election in 2001. He has also served as
our
Chief Executive Officer since 2001 and as President and Chief Executive
Officer from 1999 to 2001. He has served as a director of the Bank
since
1998, as Chairman of the Board of Directors of the Bank since September
2000, and as Chief Executive Officer of the Bank from June 1999 until
October 2000. Mr. De Caro has been a private investor from 1996
to present. Mr. De Caro was a Senior Financial Officer of
Goldman, Sachs & Co. from 1979 to 1986 and a General Partner of
Goldman, Sachs & Co. from 1986 to 1996. In addition, he served on the
Executive Committees of Goldman Sachs Swiss Private Bank and Goldman
Sachs
Trust Services.
|
1999
|
|
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Charles
F. Howell
|
57
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Charles
F. Howell has served as our Vice Chairman since 2000 and as our President
since 2001. He has also served as a director and President and Chief
Executive Officer of the Bank since 2000. From 1998 to 2000,
Mr. Howell was a director and President of Summit Bank Connecticut.
He also served as Executive Vice President, Chief Operating Officer
and a
director of each of NSS Bank from 1994 to 1998, and NSS Bancorp from
the
date of formation in 1997 to 1998.
|
2000
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Robert
F. O’Connell
|
57
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Robert
F. O’Connell has served as our director and Senior Executive Vice
President and Chief Financial Officer since 2001 and as our Executive
Vice
President and Chief Financial Officer from 2000 to 2001. He has also
served as a director and Senior Executive Vice President and Chief
Financial Officer of the Bank since 2001 and as Executive Vice President
and Chief Financial Officer of the Bank from 2000 to 2001. From 1994
to
2000, Mr. O’Connell served as Senior Vice President and Chief
Financial Officer of New Canaan Bank and Trust Company and
Treasurer/Senior Financial Officer of its successor, Summit Bank,
New
Canaan, Connecticut.
|
2001
|
|
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Philip
W. Wolford
|
58
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Philip
W. Wolford has served as our Chief Operating Officer and Secretary
since
June 2000. He has also
|
1999
|
|
|
served as
Chief
Operating Officer and Secretary of the Bank since September 2000.
Mr. Wolford was our President and Secretary from December 1999 until
June 2000. He was President, Chief Executive Officer and Secretary
of the
Bank from September 1994 until June 1999 and President and Secretary
of
the Bank from August 1999 until September 2000. Mr. Wolford has
served as our director since 1999 and a director of the Bank since
1994. |
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John
J. Ferguson
|
66
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John
J. Ferguson has served as a director of us and the Bank since 2001.
He is
a Senior Partner of the law firm of Ferguson, Aufsesser, Hallowell
&
Wrynn, LLP of Greenwich, Connecticut.
|
2001
|
|
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Brian
A. Fitzgerald
|
57
|
Brian
A. Fitzgerald has served as a director of us and the Bank since 2005.
He
has also served as the Finance Director and Property Manager at Villa
Maria Education Center in Stamford, Connecticut since 2001. From
1999 to
2001, Mr. Fitzgerald served as the Finance Director and Controller of
Chromacol, a developer of consumables and accessories for chromatography.
Mr. Fitzgerald was chairman of the audit committee of Summit Bank of
Connecticut from 1999 to 2001, chairman of the audit committee of
NSS
Bancorp from 1997 to 1998, and chairman of the audit committee of
NSS Bank
from 1995 to 1997.
|
2005
|
|
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John
A. Geoghegan
|
64
|
John
A. Geoghegan has served as a director of us since 1999 and a director
of
the Bank since 1998. He is the Resident Principal (Partner) of the
law
firm of Gellert & Klein, P.C., Purchase, New York and its predecessor
firm. Previously, Mr. Geoghegan was a director of Barclays Bank, N.A.
for over eighteen years.
|
1999
|
|
|
|
|
L.
Morris Glucksman
|
58
|
L.
Morris Glucksman has served as a director of us since 1999 and a
director
of the Bank since 1993. Mr. Glucksman is a practicing attorney in
Stamford, Connecticut.
|
1999
|
|
|
|
|
Michael
F. Intrieri
|
62
|
Michael
F. Intrieri has served as a director of us since 1999 and a director
of
the Bank since 1993. He is a facilitator in the Stamford, Connecticut
Public School System. Mr. Intrieri holds an Ed.D. in education and
counseling and is a licensed real estate broker.
|
1999
|
Vote
Required
Under
cumulative voting for directors, the nine nominees receiving the largest number
of votes will be elected as directors. Abstentions and broker non-votes are
not
considered votes cast and will not affect the outcome of the vote.
THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE
SHAREHOLDERS
VOTE FOR THE NINE NOMINEES SET FORTH ABOVE.
Board
and Committee Meetings
During
2005, our board of directors met 13 times. During 2005, each of our directors
attended at least 75% of the meetings of our board of directors and, except
for
Mr. Wolford, at least 75% of the meetings of the committees of the board on
which each director served. Mr. Wolford attended 23 of 34 meetings of
committees on which he served.
The
members of the boards of directors of Patriot and the Bank devote time and
talent to certain standing and ad hoc
committees of Patriot and the Bank. Among these committees are the Audit
Committee, Compensation Committee, Executive Committee, Nominating and
Governance Committee, and Personnel Committee of Patriot’s board of directors;
and the Asset and Liability Committee, and the Loan Committee of the Bank’s
board of directors. The principal functions and members of each committee are
described below.
The
functions of the Audit Committee include (i) reviewing and recommending policies
regarding internal audit and credit review, (ii) establishing and implementing
policies to comply with applicable regulations, (iii) causing suitable audits
to
be made by auditors engaged by the Audit Committee on our behalf, and (iv)
pre-approving all audit services and permitted non-audit services provided
by
the auditors. The Audit Committee or its Chairman also discusses with the
independent auditors the auditors’ review of our unaudited quarterly financial
statements. The Audit Committee operates under a written charter adopted by
the
board of directors. The members of the Audit Committee are Messrs. Ferguson,
Fitzgerald and Intrieri, each of whom is an independent director as defined
by
NASDAQ rules. The board has determined that Mr. Fitzgerald has the
professional experience necessary to qualify as an audit committee financial
expert under SEC rules. During 2005, the Audit Committee met seven times. The
Report of the Audit Committee for the year ended December 31, 2005 is set forth
below under “Election of Directors - Report by the Audit
Committee.”
The
Compensation Committee determines executive compensation. The members of the
Compensation Committee are Messrs. Ferguson, Fitzgerald, Geoghegan, Glucksman
and Intrieri. Each of the committee members is an independent director in
accordance with NASDAQ requirements. During 2005, the Compensation Committee
met
three times.
The
Executive Committee exercises, when needed and when the board of directors
is
not in session, all powers of the board of directors that may lawfully be
delegated. The members of the Executive Committee are Messrs. De Caro, Ferguson,
Geoghegan, Glucksman and Howell. During 2005, Patriot’s Executive Committee did
not meet.
The
principal function of the Nominating and Governance Committee is to consider
and
recommend to the full board of directors nominees for directors of Patriot
and
the Bank. The committee is also responsible for reporting and recommending
from
time to time to the board matters relative to corporate governance. The members
of the Nominating Committee are Messrs. Ferguson, Glucksman and Intrieri. Each
committee member is independent in accordance with NASDAQ requirements. During
2005, the Nominating Committee met once.
The
functions of the Personnel Committee include reviewing and recommending policies
with respect to a comprehensive personnel policy, staffing requirements,
personnel compensation and benefits issues and performance review of certain
identified officer positions. The Personnel Committee also reviews management’s
implementation of established policies and personnel compliance issues. The
members of the Personnel Committee are currently Messrs. De Caro, Fitzgerald,
Geoghegan, Glucksman, Howell, Intrieri, O’Connell and Wolford. During 2005, the
Personnel Committee met two times.
The
Asset
and Liability Committee ensures adherence to the investment policies of the
Bank, recommends amendments thereto, exercises authority regarding investments
and liquidity, and exercises, when the Bank’s board of directors is not in
session, all other powers of the board of directors regarding investment
activities that may lawfully be delegated. The members of the Asset and
Liability Committee are Messrs. De Caro, Fitzgerald, Geoghegan, Glucksman,
Howell, O’Connell and Wolford. During 2005, the Asset and Liability Committee
met three times.
The
Loan
Committee examines, reviews and approves loans, reviews and approves loan
policies, establishes appropriate levels of credit risk, and exercises, when
the
Bank’s board of directors is not in session, all other powers of the board of
directors regarding extensions of credit that may lawfully be delegated. The
members of the Loan Committee are Messrs. De Caro, Fitzgerald, Howell, Intrieri,
O’Connell and Wolford. During 2005, the Loan Committee met 29
times.
Nomination
Process
The
process of reviewing and making recommendations for nominations and appointments
to the board of directors is the responsibility of the Nominating and Governance
Committee. Each committee member is an “independent” director under applicable
NASDAQ requirements. Under our by-laws, nominations for directors may be made
by
any shareholder of any outstanding class of our capital stock who delivers
notice, along with the additional information and materials required by our
certificate of incorporation, to our Chief Executive Officer not fewer than
14
days and not more than 50 days before the annual meeting. Shareholders may
obtain a copy of our certificate of incorporation and by-laws by writing to
our
Corporate Secretary, 900 Bedford Street, Stamford, Connecticut
06901.
Our
directors have a critical role in guiding our strategic direction and in
overseeing management. The Nominating Committee will consider candidates for
the
board based upon several criteria, including their broad-based business and
professional skills and experiences,
concern
for the long-term interests of shareholders, and personal integrity and
judgment. Candidates should have reputations, both personal and professional,
consistent with our image and reputation. The majority of directors on the
board
of directors should be “independent,” not only as that term may be legally
defined, but also without the appearance of any conflict in serving as a
director. In addition, directors must have time available to devote to board
activities and to enhance their knowledge of the banking industry. Accordingly,
the board of directors seeks to attract and retain highly qualified directors
who have sufficient time to attend to their substantial duties and
responsibilities to Patriot, and may be expected to contribute to an effective
board.
The
Nominating Committee utilizes the following process for identifying and
evaluating nominees to the board. In the case of incumbent directors, each
year
the board of directors informally reviews directors’ overall service to Patriot
during their term, including the number of meetings attended, level of
participation and quality of performance. In the case of new director
candidates, the directors on the board of directors are polled for suggestions
as to potential candidates that may meet the criteria above, discuss candidates
suggested by our shareholders, and may also engage, if the board of directors
deems appropriate, a professional search firm. To date, the Nominating Committee
has not engaged professional search firms to identify or evaluate potential
nominees but has the right to do so in the future, if necessary. The Nominating
Committee then meets to discuss and consider these candidates’ qualifications
and then chooses a candidate by majority vote. Each of the nominees for director
listed above were recommended by the Nominating Committee in 2006.
Director
Attendance at Annual Meetings
We
have a
policy encouraging attendance by members of the board of directors at our annual
meetings of shareholders. All of our directors attended the 2005 Annual Meeting
of Shareholders.
Compensation
of Directors
Our
directors who are also executive officers do not receive compensation for
service on the board of directors or any of its committees. Non-employee
directors of the Bank receive $500 for each board meeting in which they
participate and $400 for each committee meeting in which they participate.
In
addition, non-employee directors who serve as the chair of a committee that
meets at least four times in a year receive an additional $2,000 per year.
Currently,
members of the Bank’s board of directors, who serve on the board for five years,
receive the cash equivalent of 1,500 shares of our common stock upon resignation
or retirement from the board. This policy will terminate as of the 2006 Annual
Meeting. Pursuant to a new policy adopted by our board in February 2005,
starting in 2005, non-employee directors serving on the board receive an annual
award of our common stock at each year’s annual meeting valued at $5,000 based
on the last reported sales price on the trading day immediately preceding the
annual meeting. The award will be prorated for directors who have served less
than a full year.
EXECUTIVE
OFFICERS
The
following table provides information concerning the executive officers of
Patriot and the Bank. Information about Messrs. De Caro, Howell, O’Connell
and Wolford, nominees for director, appears in the table on page 7.
Name
|
Age
|
Business
Experience
|
|
|
|
Michael
A. Capodanno
|
45
|
Michael
A. Capodanno has served as our Senior Vice President and Controller
since
April 2004. He has also served as Senior Vice President and Controller
of
the Bank since April 2004 and as Vice President and Controller of
the Bank
from 2001 to 2004.
|
|
|
|
John
Kantzas
|
70
|
John
Kantzas has served as Executive Vice President and Cashier of the
Bank
since 1994.
|
|
|
|
Martin
G. Noble
|
56
|
Martin
G. Noble has served as Executive Vice President and Senior Loan Officer
of
the Bank since February 1999. From 1996 to 1999, he served as Vice
President and Manager—Risk Management for Cityscape Corporation, a
mortgage banking company.
|
|
|
|
Marcus
Zavattaro
|
41
|
Marcus
Zavattaro has served as Executive Vice President of the Bank and
the
Division Sales Manager of the Bank’s Residential Lending Group since 2004.
From 1999 to 2004, Mr. Zavattaro served as Executive Vice President
of the Bank and President of the Pinnacle Financial Division of the
Bank.
From 1994 to 1999, he served as President of Pinnacle Financial Corp.,
a
mortgage broker.
|
EXECUTIVE
COMPENSATION
Cash
Compensation of Executive Officers
The
following table sets forth certain information with respect to the compensation
of our Chief Executive Officer and our four most highly compensated executive
officers during the year ended December 31, 2005 whose salary and bonus from
Patriot earned for 2005 exceeded $100,000.
Summary
Compensation Table
|
|
|
|
|
|
|
|
Long-Term
Compensation
Payouts
|
|
|
|
Name
and Principal Position
|
|
Year
|
|
Salary
($)
|
|
Bonus
($)
|
|
LTIP
Payouts ($)
|
|
All
Other Compensation
$
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Angelo
De Caro
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chairman
and Chief Executive Officer of us and Chairman of the Bank
|
|
|
2005
|
|
|
154,350
|
|
|
82,338
|
|
|
--
|
|
|
--
|
|
|
|
|
2004
|
|
|
127,846
|
|
|
54,323
|
|
|
--
|
|
|
--
|
|
|
|
|
2003
|
|
|
77,885
|
|
|
77,004
|
|
|
--
|
|
|
--
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charles
F. Howell
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
President
and Vice Chairman of us and President and Chief Executive Officer
of the
Bank
|
|
|
2005
|
|
|
243,000
|
|
|
82,338
|
|
|
394,823
|
|
|
6,300
|
|
|
|
|
2004
|
|
|
227,308
|
|
|
54,323
|
|
|
101,770
|
|
|
6,150
|
|
|
|
|
2003
|
|
|
188,134
|
|
|
77,004
|
|
|
54,925
|
|
|
3,032
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert
F. O’Connell
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior
Executive Vice President and Chief Financial Officer of us and
the
Bank
|
|
|
2005
|
|
|
182,073
|
|
|
82,338
|
|
|
--
|
|
|
6,300
|
|
|
|
|
2004
|
|
|
169,861
|
|
|
54,323
|
|
|
--
|
|
|
6,150
|
|
|
|
|
2003
|
|
|
155,630
|
|
|
77,004
|
|
|
--
|
|
|
3,048
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marcus
Zavattaro
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Executive
Vice President of the Bank
|
|
|
2005
|
|
|
150,000
|
|
|
218,557
|
|
|
--
|
|
|
6,300
|
|
|
|
|
2004
|
|
|
150,000
|
|
|
41,956
|
|
|
--
|
|
|
6,150
|
|
|
|
|
2003
|
|
|
150,000
|
|
|
303,620
|
|
|
--
|
|
|
2,431
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Martin
G. Noble
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Executive
Vice President of the Bank
|
|
|
2005
|
|
|
156,075
|
|
|
68,538
|
|
|
34,092
|
|
|
6,300
|
|
|
|
|
2004
|
|
|
152,185
|
|
|
44,182
|
|
|
--
|
|
|
6,150
|
|
|
|
|
2003
|
|
|
134,891
|
|
|
62,630
|
|
|
--
|
|
|
1,507
|
|
____________________
(1)
|
The
amounts in this column represent our matching contributions to the
executive’s account under our 401(k)
plan.
|
Other
Remuneration
No
perquisites or personal benefits for executive officers were awarded during
2005
that might be attributable to normal management or executive fringe benefits
such as automobiles and country club membership.
Employment
and Change of Control Agreements
Patriot
and the Bank entered into a three-year employment agreement with Charles F.
Howell, dated October 23, 2003, pursuant to which Mr. Howell serves as President
and Chief Executive Officer of the Bank and as President of Patriot until
December 31, 2006. Mr. Howell’s base salary was $225,000 for the first year,
$240,000 for the second year and will be $260,000 for the third year. Mr. Howell
is entitled to receive annual discretionary cash bonuses in amounts to be
determined by the board of directors.
If
Mr.
Howell’s employment is terminated for cause (as defined in the agreement) or
because of his death or disability, all unvested restricted stock awards and
options will be forfeited. Mr. Howell was issued stock grants under his earlier
employment contract and may participate in future option grants if made by
us.
In the event that Mr. Howell’s employment terminates for any other reason,
including termination following a change of control (as defined in the
agreement), all restricted stock awards and options will vest immediately.
In
the
event of the early termination of the agreement with Mr. Howell for any reason
other than cause, he would be entitled to receive a lump sum payment equal
to
the greater of the aggregate salary payments that would be made to him for
the
remaining term of the agreement or 18 months of his stipulated base salary
at
the time of termination. In connection with a change of control (as defined
in
the agreement), in addition to immediate vesting of all restricted stock awards
and options or cash payments in lieu thereof, Mr. Howell would be entitled
to
receive a lump sum cash payment equal to two times the greater of (i) Mr.
Howell’s then annual base salary; (ii) Mr. Howell’s cash compensation from the
Bank for services rendered for the last full calendar year immediately preceding
the change of control; or (iii) Mr. Howell’s average annual cash compensation
for the two most recent taxable years ending before the date on which the change
of control occurs.
Patriot
and the Bank entered into an employment agreement with Robert F. O’Connell,
dated November 3, 2003, pursuant to which Mr. O’Connell serves as Chief
Financial Officer and Senior Executive Vice President of the Bank until December
31, 2007. Mr. O’Connell’s base salary is currently $200,000, subject to review
and increase by the board of directors each year. If Mr. O’Connell’s employment
terminates without cause (as defined in the agreement), Mr. O’Connell would be
entitled to a lump sum payment equal to the aggregate salary payments (based
on
the rate then in effect) for the balance of the employment period. If Mr.
O’Connell’s employment terminates without cause following a change of control,
as defined in the agreement, he would be entitled to receive the greater of
the
amount described in the preceding sentence or the amount payable pursuant to
his
change of control agreement described below.
The
Bank
also entered into a change of control agreement with Mr. O’Connell pursuant to
which he would be entitled to receive a lump sum cash payment if a change of
control, as defined in the agreement, occurs while he is a full-time officer
of
the Bank or within six months following termination of his employment other
than
for cause, as defined in the agreement, or by death or disability. The amount
of
the payment would be equal to the greater of (i) two times the then current
year’s base salary or (ii) two times Mr. O’Connell’s total compensation,
including salary and any cash incentive compensation from the Bank for the
last
full calendar year preceding the change of control. The change of control
agreement was amended in March 2006 to clarify the payments to which Mr.
O’Connell is entitled to receive.
The
Bank
entered into an employment agreement, dated January 1, 2006, with Marcus
Zavattaro pursuant to which Mr. Zavattaro serves as Executive Vice President
of
the Bank and Division Sales Manager of the Bank’s Residential Lending Group
until December 31, 2006. Mr. Zavattaro is entitled to receive a minimum
base salary of $180,000 and commissions depending upon the amount of the fee
income he generates from mortgage transactions as well as additional
compensation based upon the revenue generated by his direct
reports.
The
Bank
has also entered into a change of control agreement with Martin G. Noble
pursuant to which he would be entitled to receive a lump sum cash payment equal
to his annual base salary if a change of control, as defined in the agreement,
occurs while he is a full-time officer of the Bank or within six months
following termination of his employment other than for cause, as defined in
the
agreement, or by death or disability.
Exercise
of rights under a change of control agreement by any executive officer will
not
result in adverse tax consequences to us under Section 280G of the Internal
Revenue Code of 1986, as amended.
Stock
Options and Stock Appreciation Rights
During
2005, we did not grant stock options or stock appreciation rights to any of
the
named executive officers.
In
2001,
we adopted the Patriot National Bancorp, Inc. 2001 Stock Appreciation Rights
Plan. Under the terms of the plan, we may grant stock appreciation rights,
or
SARs, to our officers that entitle them to receive upon exercise, in cash or
shares of common stock, the appreciation in the value of the common stock from
the date of grant. Each award vests at the rate of 20% per year from the date
of
grant. Any unexercised rights will expire ten years from the date of grant.
As
of April 14, 2006, there were 14,400 SARs issued and outstanding.
In
connection with our holding company reorganization in 1999, we adopted the
Bank’s stock option plan. Under this plan, an aggregate of 110,000 shares were
available for issuance thereunder, all of which have been awarded. As of April
14, 2006, options to purchase 73,000 shares remained unexercised. There are
no
shares available for future grant under this plan.
The
following table sets forth information as to options exercised by the named
executive officers during 2005 and the values of options and stock appreciation
rights as of December 31, 2005.
Aggregated
Option Exercises In Last Fiscal
Year and Fiscal Year-End Option Values
|
|
Options
Exercised During
2005
|
|
Number
of Securities
Underlying
Unexercised
Options
at Fiscal Year-End
|
|
Value
of Unexercised In-the-
Money
Options at Fiscal
Year-End
($)(1)
|
|
Name
|
|
Shares
Acquired
on Exercise
|
|
Value
Realized
($)
|
|
Exercisable
|
|
Unexercisable
|
|
Exercisable
|
|
Unexercisable
|
|
Angelo
De Caro
|
|
|
--
|
|
|
--
|
|
|
--
|
|
|
--
|
|
|
--
|
|
|
--
|
|
Charles
F. Howell
|
|
|
--
|
|
|
--
|
|
|
7,500
|
|
|
7,500
|
|
|
80,575
|
|
|
71,525
|
|
Robert
F. O’Connell
|
|
|
--
|
|
|
--
|
|
|
4,800
|
|
|
1,200
|
|
|
58,608
|
|
|
14,652
|
|
Marcus
Zavattaro
|
|
|
--
|
|
|
--
|
|
|
--
|
|
|
--
|
|
|
--
|
|
|
--
|
|
Martin
G. Noble
|
|
|
--
|
|
|
--
|
|
|
1,200
|
|
|
1,200
|
|
|
14,652
|
|
|
14,652
|
|
(1)
|
The
values in this column represent the difference between the closing
price
of our common stock as reported on NASDAQ on December 30, 2005 ($20.75)
and the exercise price of the option, multiplied by the number of
shares
subject to the option.
|
Securities
Authorized for Issuance under Equity Compensation Plans
The
following table presents information as of December 31, 2005 for our equity
compensation plans.
Equity
Compensation Plan Information
|
|
Number
of
securities
to be
issued
upon
exercise
of
outstanding
options, warrants
and
rights
(a)
|
Weighted
average
exercise
price
of
outstanding
options,
warrants
and
rights
(b)
|
Number
of securities
remaining
available for
future
under equity
compensation
plans
(excluding
securities
reflected
in column (a))
(c)
|
Equity
compensation plans
|
|
|
|
approved
by shareholders
|
73,000
|
$10.13
|
---
|
Equity
compensation plans not
|
|
|
|
approved
by shareholders
|
---
|
---
|
---
|
|
|
|
|
Total
|
73,000
|
$10.13
|
---
|
Transactions
with Management and Others
In
the
ordinary course of business, the Bank has made loans to officers and directors
(including loans to members of their immediate families and loans to companies
of which a director owns 10% or more). The total amount of loans to officers
and
directors outstanding as of December 31, 2005 was $153,394. In the opinion
of
management, all of such loans were made in the ordinary course of business
of
the Bank on substantially the same terms, including interest rates and
collateral requirements, as those then prevailing for comparable transactions
with other
persons
and do not involve more than the normal risk of collectibility or present other
unfavorable features.
We
have
entered into two lease agreements with one of our directors, L. Morris
Glucksman, Esq., for approximately 1,100 square feet of space in the building
at
900 Bedford Street and 150 square feet of space in our building at 838 High
Ridge Road, each at per square foot rental rates not to exceed the rental rates
paid by us from time to time. The Bedford Street lease has expired but Mr.
Glucksman continues to occupy the space on a month-to-month basis at the same
rent. The High Ridge Road agreement is revocable at any time.
REPORT
OF THE AUDIT COMMITTEE
The
Audit
Committee operates pursuant to a written charter, dated October 14, 2003, a
copy
of which is attached as Appendix
A
to the
proxy statement for our 2004 Annual Meeting of Shareholders filed with the
Securities and Exchange Commission.
The
board
of directors, in its business judgment, has determined that each of the members
of the Audit Committee is independent, as required by the applicable listing
standards of The NASDAQ Stock Market, Inc. The board of directors has determined
that Mr. Fitzgerald has the professional experience necessary to qualify as
an
audit committee financial expert within the meaning of the Securities and
Exchange Commission rules.
In
performing its function, the Audit Committee has:
·
|
Reviewed
and discussed our audited financial statements as of and for the
year
ended December 31, 2005 with management and with McGladrey & Pullen,
LLP, our independent auditors for 2005;
|
|
|
·
|
Discussed
with our independent auditors the matters required to be discussed
by
Statement on Auditing Standards No. 61 (Communication with Audit
Committees), as currently in effect; and
|
|
|
·
|
Received
the written disclosures and the letter from the independent auditors
required by Independence Standards Board Standard No. 1 (Independence
Discussions with Audit Committees), as currently in effect, and has
discussed with the independent auditors the independent auditors’
independence. The Audit Committee has considered whether the provision
of
non-audit services by the independent auditors to us is compatible
with
maintaining the auditors’ independence and has discussed with McGladrey
& Pullen, LLP their independence.
|
Based
on
the foregoing review and discussions, the Audit Committee recommended to the
board of directors that our audited financial statements be included in our
Annual Report on Form 10-KSB for the year ended December 31, 2005 for filing
with the Securities and Exchange Commission.
Audit
Committee
Brian
A.
Fitzgerald, Chairman
John
J.
Ferguson
Michael
F. Intrieri
March
27,
2006
THE
REPORT OF THE AUDIT COMMITTEE SHALL NOT BE DEEMED INCORPORATED BY REFERENCE
INTO
ANY FILING UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES EXCHANGE ACT
OF
1934, AS AMENDED, EXCEPT TO THE EXTENT THAT WE SPECIFICALLY INCORPORATE IT
BY
REFERENCE, AND SHALL NOT OTHERWISE BE DEEMED TO BE FILED UNDER SUCH
ACTS.
CODE
OF CONDUCT
Our
Chief
Executive Officer, Chief Financial Officer and Chief Accounting Officer are
required to comply with the Patriot National Bancorp, Inc. Code of Conduct
for
Senior Executive Financial Officers adopted by our board of directors. The
Code
of Conduct was adopted to deter wrongdoing and promote honest and ethical
conduct; full, fair, accurate and timely disclosure in public documents;
compliance with law; prompt internal reporting of Code violations, and
accountability for adherence to the Code. The Code of Conduct was filed with
the
Securities and Exchange Commission as an exhibit to our Annual Report on Form
10-KSB for the fiscal year ended December 31, 2005. Shareholders may also
request a copy of the Code, without charge, by contacting Robert F. O’Connell,
Patriot National Bancorp, Inc., 900 Bedford Street, Stamford, Connecticut 06901
(203) 324-7500.
PROPOSAL
2
AMENDMENT
TO PATRIOT’S CERTIFICATE OF INCORPORATION
TO
INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
On
April
19, 2006, our board approved, subject to shareholder approval, an amendment
to
Section (a) of Article II of our Certificate of Incorporation, as amended to
date, increasing the number of shares of our common stock, par value $2.00
per
share, authorized for issuance from 30,000,000 to 60,000,000. The board
recommends that you consider and approve this proposed amendment.
We
consider the proposed amendment to be in the best interests of Patriot and
our
shareholders because it will ensure that we have a sufficient number of shares
of common stock
for
future use and will be able to act quickly when the need arises. We expect
to
use the shares for such purposes as issuances in possible future financing
transactions (including transactions to satisfy capital requirements to maintain
our on-going level of internal growth), acquisitions of other companies or
business assets, stock splits and stock dividends. The additional shares could
be issued at the board’s discretion, without delay and without requiring the
time and expense of a special shareholders’ meeting or other shareholder action
unless special circumstances under applicable law, or the rules of the stock
exchange on which our shares are listed, would require otherwise. We currently
do not have any specific plans to use shares for any of these
purposes.
As
of
April 14, 2006, 3,230,649 shares of common stock were outstanding. A total
of
73,000 additional shares were reserved for issuance upon exercise of outstanding
stock options, and an additional 26,931,345 shares are required for issuance
pursuant to the Rights Agreement, dated as of April 19, 2004, between Patriot
and Registrar and Transfer Company as Rights Agent. The holders of any
additional, newly-authorized shares of common stock issued in the future will
have the same rights as current holders of common stock. Your shares do not
carry preemptive rights to receive additional stock if additional shares are
issued later. Therefore, future issuances of common stock could dilute the
percentage ownership of existing shareholders.
The
text
of the proposed amendment to the certificate of incorporation is set forth
in
Appendix
A
to this
proxy statement.
Vote
Required
Holders
of at least a majority of our outstanding shares of common stock must vote
FOR
this proposal to approve the proposed amendment to our certificate of
incorporation. Therefore, because they are not votes FOR this proposal,
abstentions and broker non-votes will have the effect of votes against this
proposal.
THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT
SHAREHOLDERS
VOTE “FOR” PROPOSAL 2.
PROPOSAL
3
RATIFICATION
OF SELECTION OF INDEPENDENT AUDITORS
Our
Audit
Committee selected McGladrey & Pullen, LLP, independent auditors, to audit
the books, records and accounts of Patriot for the year ending December 31,
2006. In accordance with a resolution of the board of directors, this selection
is being presented to the shareholders for ratification at the annual
meeting.
A
representative of McGladrey & Pullen, LLP will be present at the annual
meeting and will be provided the opportunity to make a statement and to respond
to appropriate questions that may be asked by shareholders.
If
the
shareholders do not ratify the selection of McGladrey & Pullen, LLP, the
selection of independent auditors will be reconsidered by the Audit
Committee.
Vote
Required
In
order
to be adopted, the ratification of the selection of McGladrey & Pullen, LLP
must be approved by the affirmative vote of a majority of the votes cast by
holders of record of the common stock. Abstentions and broker non-votes are
not
considered votes cast and will not affect the outcome of the vote.
THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT
SHAREHOLDERS
VOTE “FOR” PROPOSAL 3.
AUDIT
INFORMATION
McGladrey
& Pullen, LLP has served as independent auditors of us and the Bank since
1994 and is considered to be well-qualified. We have been advised by McGladrey
& Pullen, LLP that it has no direct financial interest or any material
indirect financial interest in us other than that arising from the firm’s
employment as independent auditors.
McGladrey
& Pullen, LLP performs both audit and non-audit professional services for us
and on our behalf. During 2005, the audit services included an audit of our
consolidated financial statements and a review of certain filings with the
Securities and Exchange Commission. All professional services rendered by
McGladrey & Pullen, LLP during 2005 were furnished at customary rates and
terms.
During
the period covering the fiscal year ended December 31, 2005, McGladrey &
Pullen, LLP and RSM McGladrey, Inc. performed the following professional
services:
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2005
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2004
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Audit
Fees consist of fees for professional services rendered for the audit
of
the consolidated financial statements and review of financial statements
included in quarterly reports on Form 10-QSB and services connected
with statutory and regulatory filings or engagements.
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$
221,237
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$
118,823
|
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|
|
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Audit-related
Fees are fees principally for professional services rendered for
the audit
of the FHLB Qualified Collateral Report.
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3,000
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2,750
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Tax
Service Fees consist of fees for tax return preparation, planning
and tax
advice.
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20,172
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20,656
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|
|
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Other
Fees
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--
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--
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Total:
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$
244,409
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$
142,229
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Policy
on Audit Committee Pre-Approval of Audit and Non-Audit
Services
The
Audit
Committee’s policy is to pre-approve all audit and non-audit services provided
by the independent auditors. These services may include audit services,
audit-related services, tax services and other services. Pre-approval is
generally provided for up to one year and any pre-approval is detailed as to
the
particular service or category of services and is generally subject to a
specific budget. The Audit Committee has delegated pre-approval authority to
its
chair when expedition of services is necessary. The chair is required to report
any decisions to pre-approve such services to the full Audit Committee at its
next meeting. The independent auditors and management are required to
periodically report to the full Audit Committee regarding the extent of services
provided by the independent auditors in accordance with this pre-approval,
and
the fees for the services performed to date. The Audit Committee approved all
of
the fees set forth in the table above.
SHAREHOLDER
PROPOSALS AND COMMUNICATIONS
Any
shareholder who intends to present a proposal at the 2007 Annual Meeting is
advised that, in order for such proposal to be included in the board of
directors’ proxy material for such meeting, the proposal must be received by us
at our principal executive office no later than December 31, 2006 directed
to
Angelo De Caro, Patriot National Bancorp, Inc., 900 Bedford Street, Stamford,
Connecticut 06901.
If
any
shareholder proposes to make any proposal at the 2007 Annual Meeting which
proposal will not be included in Patriot’s proxy statement for such meeting, the
proposal must be received by March [18], 2007 to be considered timely for
purposes of Rule 14a-4(c) under the Exchange Act. The form of proxy distributed
by the board of directors for the meeting will confer discretionary authority
to
vote on any such proposal not received by that date. If any such proposal is
received by such date, the proxy statement for the meeting will provide advice
on the nature of the matter and how we intend to exercise our discretion to
vote
on each such matter.
We
have
not had a formal process for shareholder communications with the board of
directors. We have, however, made an effort to ensure that the board of
directors or individual directors, if applicable, consider the views of our
shareholders. We believe that our responsiveness to shareholder communications
to the board of directors has been excellent. Shareholders may communicate
with
the board of directors by written communication to Angelo De Caro, Patriot
National Bancorp, Inc., 900 Bedford Street, Stamford, Connecticut
06901.
OTHER
MATTERS
As
of the
date of this proxy statement, the board of directors knows of no other matters
to be voted upon at the annual meeting. Because we did not receive advance
notice of any shareholder proposal in accordance with the time limit specified
in Rule 14a-4(c) under the Exchange Act, we will have discretionary authority
to
vote on any shareholder proposal presented at the annual meeting. If any other
matters properly come before the annual meeting, it is the intention of the
persons named in the enclosed proxy to vote said proxy in accordance with their
judgment on such matters.
ANNUAL
REPORT ON FORM 10-KSB
A
copy of
our Annual Report on Form 10-KSB for the fiscal year ended December 31, 2005
accompanies this proxy statement. Upon
written request, we will provide without charge to each person entitled to
vote
at the Annual Meeting one copy of our Annual Report on Form 10-KSB for the
year
ended December 31, 2005, including the financial statements and schedules.
Written requests must be directed to:
Robert
F. O’Connell
Patriot
National Bancorp, Inc.
900
Bedford Street
Stamford,
Connecticut 06901
Copies
of the Annual Report on Form 10-KSB will not include the exhibits thereto,
but
will include a list describing the exhibits not included, copies of which will
be available at a cost of one dollar per page.
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By
Order of the Board of Directors
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/s/
Angelo
De Caro
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Angelo
De Caro
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Chairman
& Chief Executive Officer
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Stamford,
Connecticut
May
[1],
2006
REVOCABLE
PROXY
PATRIOT
NATIONAL
BANCORP,
INC.
|
S
PLEASE
MARK VOTES
AS
IN THIS EXAMPLE
PROXY
SOLICITED ON BEHALF OF BOARD OF DIRECTORS FOR ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD JUNE 14, 2006
The
undersigned hereby appoints John A. Geoghegan, L. Morris Glucksman,
Michael F. Intrieri and each of them, as proxies for the undersigned
with
full powers of substitution to vote all shares of the Common Stock,
par
value $2.00 per share (the “Common Stock”), of Patriot National Bancorp,
Inc. which the undersigned may be entitled to vote at the Annual
Meeting
of Shareholders of Patriot to be held at The Hyatt Regency, 1800
East
Putnam Avenue, Old Greenwich, Connecticut 06870, at 9:00 a.m., on
June 14,
2006 or any adjournment thereof as follows:
1.
Election of directors. Proposal to elect the persons listed below
as
directors of Patriot.
For
All
Withhold
Authority
Nominees
From
All Nominees
£ £
Angelo
De Caro, John J. Ferguson, Brian A. Fitzgerald, John A. Geoghegan,
L.
Morris Glucksman, Charles F. Howell, Michael F. Intrieri, Robert
F.
O’Connell and Philip W. Wolford |
|
£ For
All Nominees Except:
INSTRUCTION:
To withhold authority to vote for any individual nominee(s), mark
“For All
Nominees Except” and write that nominee’s name(s) in the space provided
below:
___________________________
2.
Proposal to amend the Certificate of Incorporation.
For
Against
Abstain
o
o
o
3.
Proposal to ratify the appointment of McGladrey & Pullen, LLP as
independent auditors for the year ending December 31, 2006.
For
Against
Abstain
o o
o
In
their discretion the proxies are authorized to vote upon such other
business as may properly come before the Annual Meeting of Shareholders
or
any adjournment thereof.
To
help our preparations for the meeting, please check here if you plan
to
attend. £
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The
undersigned acknowledges receipt of the Notice of Annual Meeting and Proxy
Statement.
Please
be
sure to sign and date this Proxy in the box below.
_____________________________
Date:
__________________
Shareholder
sign above
_____________________________
Date:
__________________
Co-holder
(if any) sign above
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Detach
above card, sign, date and mail in postage paid envelope provided
PATRIOT
NATIONAL BANCORP, INC.
PLEASE
ACT PROMPTLY
MARK,
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
THIS
PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE
SHAREHOLDER. IF NO DIRECTION IS SPECIFIED, THIS PROXY WILL BE VOTED “FOR” THE
ELECTION OF ALL NOMINEES LISTED IN PROPOSAL 1 AND “FOR” PROPOSALS 2 AND 3. THE
VOTES ENTITLED TO BE CAST BY THE SHAREHOLDER WILL BE DIVIDED AMONG THE NOMINEES
FOR WHOM THE PROXIES ARE AUTHORIZED TO VOTE IN SUCH MANNER AS MAY BE DETERMINED
BY THE PROXIES. Please sign exactly as your name(s) appear(s) hereon. When
signing as attorney, executor, administrator, trustee, guardian or for a
corporation, please give your full title as such. If shares are owned jointly,
both owners should sign.
Appendix
A
Section
(a) of Article II of Patriot’s certificate of incorporation is proposed to be
amended as follows (language proposed to be deleted appears in brackets and
new
language appears in bold and underscore):
(a)
The
total number of shares of capital stock which the Corporation shall have the
authority to issue is [31,000,000] 61,000,000
shares,
consisting of [30,000,000] 60,000,000
shares
of common stock, par value two dollars ($2.00) per share, and 1,000,000 shares
of serial preferred stock, without par value.