def14a09252007.htm
SCHEDULE
14-A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
Filed
by the Registrant [x]
Filed
by a Party other than the Registrant [ ]
Check
the appropriate box:
[ ] Preliminary
Proxy Statement
[x] Definitive
Proxy Statement
[ ] Definitive
Additional Materials
[ ] Soliciting
Material Pursuant to §240.14a-11(c) or §240.14a-12
Greene
County Bancorp,
Inc.
(Name
of
Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement)
Payment
of Filing Fee (Check the appropriate box):
[x] No
fee required.
[ ] $125
per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(j)(2).
[ ] $500
per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee
computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
1)
Title of each class of securities to
which transaction applies:
........................................................................
2)
Aggregate number of securities to
which transaction applies:
.......................................................................
3)
Per unit price or other underlying value of transaction
computed
pursuant
to Exchange Act Rule 0-11:
.......................................................................
4)
Proposed maximum aggregate value of
transaction:
........................................................................
[ ] 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:
2)
Form, Schedule or Registration Statement No.:
3)
Filing Party:
4)
Date Filed:
[GREENE
COUNTY BANCORP LETTERHEAD]
September
25, 2007
Dear
Stockholder:
We
cordially invite you to attend the Annual Meeting of Stockholders of Greene
County Bancorp, Inc. (the “Company”). The Company is the holding
company of The Bank of Greene County (the “Bank”) and the Bank’s subsidiary
Greene County Commercial Bank, and our common stock is traded on the Nasdaq
Capital Market under the symbol “GCBC.” The Annual Meeting will be
held at the main office of the Company, located at 425 Main Street, Catskill,
New York, at 5:30 p.m., New York Time, on Wednesday, October 24,
2007.
The
enclosed Notice of Annual Meeting and Proxy Statement describe the formal
business to be transacted. During the Annual Meeting we will also
report on the operations of the Company. Directors and officers of
the Company, as well as a representative of our independent registered public
accounting firm, will be present to respond to any questions that stockholders
may have.
The
Annual Meeting is being held so that stockholders may consider the election
of
directors and the ratification of the appointment of Beard Miller Company LLP
as
the Company’s independent registered public accounting firm for fiscal year
2008. For the reasons set forth in the Proxy Statement, the Board of
Directors unanimously recommends a vote “FOR” the election of directors and the
ratification of the appointment of Beard Miller Company LLP as the Company’s
independent registered public accounting firm.
On
behalf
of the Board of Directors, we urge you to sign, date and return the enclosed
proxy card as soon as possible, even if you currently plan to attend the Annual
Meeting. This will not prevent you from voting in person, but will
assure that your vote is counted if you are unable to attend the
meeting. Your vote is important, regardless of the number of shares
that you own.
Sincerely,
/s/:
Donald Gibson
Donald Gibson
President
and Chief Executive Officer
Greene
County Bancorp, Inc.
302
Main Street
Catskill,
New York 12414
(518)
943-2600
NOTICE
OF
ANNUAL
MEETING OF STOCKHOLDERS
To
Be
Held On October 24, 2007
Notice
is hereby given that the Annual
Meeting of Stockholders of Greene County Bancorp, Inc. (the “Company”) will be
held at the main office of the Company, located at 425 Main Street, Catskill,
New York, on Wednesday, October 24, 2007 at 5:30 p.m., New York
Time.
A
Proxy Card and a Proxy Statement for
the Annual Meeting are enclosed.
The
Annual Meeting is for the purpose
of considering and acting upon:
1. The
election of three directors to the Board of Directors;
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2.
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The
ratification of the appointment of Beard Miller Company LLP as independent
registered public accounting firm for the Company for the fiscal
year
ending June 30, 2008; and
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such
other matters as may properly come before the Annual Meeting, or any
adjournments thereof. The Board of Directors is not aware of any
other business to come before the Annual Meeting.
Any
action may be taken on the
foregoing proposals at the Annual Meeting on the date specified above, or on
any
date or dates to which the Annual Meeting may be
adjourned. Stockholders of record at the close of business on
September 14, 2007, are the stockholders entitled to vote at the Annual Meeting,
and any adjournments thereof. A list of stockholders entitled to vote
at the Annual Meeting will be available at 302 Main Street, Catskill, New York,
for a period of ten days prior to the Annual Meeting and will also be available
for inspection at the meeting itself.
EACH
STOCKHOLDER, WHETHER HE OR SHE
PLANS TO ATTEND THE ANNUAL MEETING, IS REQUESTED TO SIGN, DATE AND RETURN THE
ENCLOSED PROXY CARD WITHOUT DELAY IN THE ENCLOSED POSTAGE-PAID
ENVELOPE. ANY PROXY GIVEN BY THE STOCKHOLDER MAY BE REVOKED AT ANY
TIME BEFORE IT IS EXERCISED. A PROXY MAY BE REVOKED BY FILING WITH
THE SECRETARY OF THE COMPANY A WRITTEN REVOCATION OR A DULY EXECUTED PROXY
BEARING A LATER DATE. ANY STOCKHOLDER PRESENT AT THE ANNUAL MEETING
MAY REVOKE HIS OR HER PROXY AND VOTE PERSONALLY ON EACH MATTER BROUGHT BEFORE
THE ANNUAL MEETING. HOWEVER, IF YOU ARE A STOCKHOLDER WHOSE SHARES
ARE NOT REGISTERED IN YOUR OWN NAME, YOU WILL NEED ADDITIONAL DOCUMENTATION
FROM
YOUR RECORD HOLDER IN ORDER TO VOTE PERSONALLY AT THE ANNUAL
MEETING.
By
Order of the Board of
Directors
/s/: Bruce P. Egger
Bruce P. Egger
Secretary
September
25, 2007
A
SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE
IS REQUIRED IF MAILED WITHIN THE UNITED STATES.
PROXY
STATEMENT
Greene
County Bancorp, Inc.
302
Main Street
Catskill,
New York 12414
(518)
943-2600
ANNUAL
MEETING OF STOCKHOLDERS
October
24, 2007
This
Proxy Statement is furnished in
connection with the solicitation of proxies on behalf of the Board of Directors
of Greene County Bancorp, Inc. (the “Company”) to be used at the Annual Meeting
of Stockholders of the Company (the “Annual Meeting”), which will be held at the
main office of the Company, located at 425 Main Street, Catskill, New York,
on
Wednesday, October 24, 2007, at 5:30 p.m., New York Time, and all adjournments
of the Annual Meeting. The accompanying Notice of Annual Meeting of
Stockholders and this Proxy Statement are first being mailed to stockholders
on
or about September 25, 2007.
REVOCATION OF
PROXIES
Stockholders
who execute proxies in the
form solicited hereby retain the right to revoke them in the manner described
below. Unless so revoked, the shares represented by such proxies will
be voted at the Annual Meeting and all adjournments thereof. Proxies
solicited on behalf of the Board of Directors of the Company will be voted
in
accordance with the directions given thereon. Where no
instructions are indicated, validly executed proxies will be voted “FOR” the
proposals set forth in this Proxy Statement for consideration at the Annual
Meeting. If any other matters are properly brought before the Annual
Meeting, the persons named in the accompanying proxy will vote the shares
represented by such proxies on such matters in such manner as shall be
determined by a majority of the Board of Directors.
A
proxy may be revoked at any time
prior to its exercise by sending written notice of revocation to the Secretary
of the Company at the address shown above, by delivering to the Company a duly
executed proxy bearing a later date, or by attending the Annual Meeting and
voting in person. However, if you are a stockholder whose shares are
not registered in your own name, you will need appropriate documentation from
your record holder to vote personally at the Annual Meeting. The
presence at the Annual Meeting of any stockholder who had returned a proxy
shall
not revoke such proxy unless the stockholder delivers his or her ballot in
person at the Annual Meeting or delivers a written revocation to the Secretary
of the Company prior to the voting of such proxy.
VOTING
PROCEDURES AND METHODS OF COUNTING VOTES
Holders
of record of the Company’s
common stock, par value $0.10 per share, as of the close of business on
September 14, 2007 (the “Record Date”) are entitled to one vote for each share
then held. As of the Record Date, the Company had 4,151,566 shares of
common stock issued and outstanding (exclusive of Treasury shares), 2,304,632
of
which were held by Greene County Bancorp, MHC (the “Mutual Holding Company”),
and 1,846,934 of which were held by stockholders other than the Mutual Holding
Company (“Minority Stockholders”). The presence in person or by proxy
of a majority of the total number of shares of common stock outstanding and
entitled to vote is necessary to constitute a quorum at the Annual
Meeting. Abstentions and broker non-votes will be counted for
purposes of determining that a quorum is present. In the event there
are not sufficient votes for a quorum, or to approve or ratify any matter being
presented at the time of the Annual Meeting, the Annual Meeting may be adjourned
in order to permit the further solicitation of proxies. However, the presence
by
proxy of the Mutual Holding Company’s shares will assure a quorum is present at
the Annual Meeting.
As
to the election of directors, the
Proxy Card being provided by the Board of Directors enables a stockholder to
vote FOR the election of the three nominees proposed by the Board, to WITHHOLD
AUTHORITY to vote for the nominees being proposed, or to vote FOR ALL EXCEPT
one
or more of the nominees being proposed. Directors are elected by a
plurality of votes cast, without regard to either broker non-votes or proxies
as
to which authority to vote for the nominees being proposed is
withheld.
As
to the ratification of Beard Miller
Company LLP as the Company’s independent registered public accounting firm, by
checking the appropriate box, a stockholder may: (i) vote FOR the ratification;
(ii) vote AGAINST the ratification; or (iii) ABSTAIN from voting on the
ratification. The ratification of this matter shall be determined by
a majority of the votes cast, without regard to broker non-votes or proxies
marked ABSTAIN.
Management
of the Company anticipates
that the Mutual Holding Company, the majority stockholder of the Company, will
vote all of its shares in favor of all the matters set forth
above. If the Mutual Holding Company votes all of its shares in favor
of each proposal, the approval of each proposal would be assured.
Proxies
solicited hereby will be
returned to the Company and will be tabulated by an Inspector of Election
designated by the Board of Directors of the Company.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
Persons
and groups who beneficially own
in excess of 5% of the common stock are required to file certain reports with
the Securities and Exchange Commission (the “SEC”) regarding such
ownership. The following table sets forth, as of the Record Date, the
shares of common stock beneficially owned by each person who was the beneficial
owner of more than 5% of the Company’s outstanding shares of common stock, and
all directors and executive officers of the Company as a group.
Amount
of
Shares
Owned and
Nature Percent
of Shares
Name
and Address
of of
Beneficial
of Common Stock
Beneficial
Owners
Ownership
(1)
Outstanding
Principal
Stockholders:
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Greene
County Bancorp,
MHC
2,304,632
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55.5%
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302
Main Street
Catskill, New York 12414
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Greene
County Bancorp, MHC
(2) 2,673,751
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64.4%
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and all Directors and Executive Officers
as a group (12 persons)
________________________________________
(1)
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For
purposes of this table, a person is deemed to be the beneficial owner
of
shares of common stock if he has shared voting or investment power
with
respect to such security, or has a right to acquire beneficial ownership
at any time within 60 days from the Record Date. As used herein,
“voting
power” is the power to vote or direct the voting of shares, and
“investment power” is the power to dispose of or direct the disposition of
shares. The table includes all shares held directly as well as
by spouses and minor children, in trust and other indirect ownership,
over
which shares the named individuals effectively exercise sole or shared
voting and investment power.
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(2)
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With
the exception of Arthur Place, CPA, the Company’s executive officers and
directors are also executive officers and directors of Greene County
Bancorp, MHC. Excluding shares held by Greene County Bancorp,
MHC, the Company’s executive officers and directors beneficially owned an
aggregate of 369,119 shares, or 8.9% of the outstanding
shares.
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PROPOSAL
1—ELECTION OF DIRECTORS
The
Company’s Board of Directors is comprised of eight members. The
Company’s Bylaws provide that approximately one-third of the Company’s directors
are to be elected annually. Directors of the Company are generally
elected to serve for three-year periods and until their respective successors
have been elected and qualified. Three directors will be elected at the Annual
Meeting. The Nominating Committee of the Board of Directors has
nominated as directors Donald Gibson, Paul Slutzky and David H. Jenkins, each
to
serve for a three-year period and until his successor has been elected and
qualified. Each of the nominees, except Mr. Gibson, is currently a member of
the
Board of Directors.
The
table below sets forth certain
information as of September 14, 2007 regarding the nominees, the other current
members of the Board of Directors, and the executive officers of the Company
who
are not directors. It is intended that the proxies solicited on
behalf of the Board of Directors (other than proxies in which the vote is
withheld as to one or more nominees) will be voted at the Annual Meeting for
the
election of the nominees identified below. If a nominee is unable to
serve, the shares represented by all such proxies will be voted for the election
of such substitute as the Board of Directors may determine. At this
time, the Board of Directors knows of no reason why any of the nominees would
be
unable to serve if elected. Except as indicated herein, there are no
arrangements or understandings between any nominee and any other person pursuant
to which such nominee was selected.
THE
BOARD OF DIRECTORS RECOMMENDS A
VOTE “FOR” EACH OF THE NOMINEES LISTED IN THIS
PROXY
STATEMENT.
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Shares
of Common Stock Beneficially Owned on Record Date (3)
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NOMINEES
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Paul
Slutzky
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59
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Director
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1992
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2007
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34,340 (5)
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0.83%
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David
H. Jenkins, DVM
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56
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Director
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1996
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2007
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38,623
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0.93%
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Donald
Gibson
|
42
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President
and Chief Executive Officer
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—
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—
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12,813
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0.31%
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DIRECTORS
CONTINUING IN OFFICE
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J.
Bruce Whittaker
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64
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Director
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1987
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2009
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72,901
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1.76%
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Charles
H. Schaefer
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55
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Director
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2003
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2009
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25,705
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0.62%
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Arthur
Place, CPA
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63
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Director
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2004
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2009
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—
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—
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Dennis
R. O’Grady
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67
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Director
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1981
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2008
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51,520 (5)
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1.24%
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Martin
C. Smith
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62
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Chairman
of the Board
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1993
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2008
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58,677
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1.41%
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EXECUTIVE
OFFICERS
|
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Bruce
P. Egger
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59
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Senior
Vice President and Secretary
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N/A
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N/A
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28,335 (5)
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0.68%
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Michelle
M. Plummer, CPA
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41
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Executive
Vice President, Chief Operating Officer and Chief Financial
Officer
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N/A
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N/A
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22,632 (5)
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0.55%
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Stephen
E. Nelson
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40
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Senior
Vice President
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N/A
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N/A
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11,673
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0.28%
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All
directors and executive officers as a group (12 persons)
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369,119
(6)
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8.89%
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(1)
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The
mailing address for each person listed is P.O. Box 470, 302 Main
Street,
Catskill, New York 12414. With the exception of Arthur Place,
each of the directors listed is also a director of Greene County
Bancorp,
MHC, which owns the majority of the Company’s issued and outstanding
shares of common stock.
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(2)
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Except
with regard to Directors Schaefer, Place and Gibson, reflects initial
appointment to the Board of Trustees of the mutual predecessor to
The Bank
of Greene County.
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(3)
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See
definition of “beneficial ownership” in the table “Security Ownership of
Certain Beneficial Owners.”
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(4)
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As
of September 14, 2007.
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(5)
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Includes
shares subject to options which are currently exercisable, as
follows: Messrs. Ingalls 4,384, Slutzky 5,400, O’Grady 1,080,
Egger 12,000, and Ms. Plummer 12,000. No other executive
officer or director has options currently
exercisable.
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(6)
Includes
32,862 shares of common stock allocated to the accounts of executive officers
under the ESOP and excludes the remaining
108,455 shares of common stock, or 2.61% of the shares of common stock
outstanding, owned by the ESOP for the benefit of employees
of The Bank of Greene County. Under the terms of the ESOP,
shares of common stock allocated to the accounts of employees are voted
in accordance with the instructions of the respective
employees. Unallocated shares are voted by the ESOP trustee in the
manner
calculated to most accurately reflect the instructions it has received from
the
participants regarding the allocated shares, unless its
fiduciary duties require otherwise.
The
principal occupation during the
past five years of each director, nominee for director and executive officer
of
the Company is set forth below. All such persons have held their
present positions for five years unless otherwise stated.
J.
Bruce
Whittaker retired as President and Chief Executive Officer of the
Company and of The Bank of Greene County in June 2007. Mr. Whittaker
has been affiliated with the Bank in various capacities since
1972. Mr. Whittaker was appointed to the Board of Trustees of the
Bank in 1987.
Walter
H.
Ingalls is retired. Mr. Ingalls was Chairman of the
Board from January 1992 until November 2005. Prior to his retirement,
Mr. Ingalls was the President of the GNH Lumber Co., a lumber company located
in
Norton Hill, New York. Mr. Ingalls is retiring from the Board of
Directors of the Company and the Bank at the 2007 Annual Meeting of
Stockholders.
Paul
Slutzky
is a co-owner of Hunter Mountain Ski Area and Vice President of Frosty Land,
Inc., a real estate development company.
David
H.
Jenkins, DVM is a
veterinarian and the owner of Catskill Animal Hospital, Catskill, New
York.
Dennis
R.
O’Grady is a pharmacist and the former co-owner of Mikhitarian
Pharmacy located in Catskill, New York.
Martin
C.
Smith is currently consultant to Main Bros. Oil Co., Inc., and is
the former owner of R.E. Smith Fuel Company, which was purchased by Main Bros.
Oil Co., Inc., located in Albany, New York. He became Chairman of the
Board in November 2005.
Charles
H.
Schaefer is a partner of the law firm, Deily & Schaefer,
Catskill, New York.
Arthur
Place,
CPA is a Senior Partner of Arthur Place & Co., an accounting
firm located in Albany, New York.
Donald
Gibson
was appointed President and Chief Executive Officer of the Company and the
Bank
in June 2007. Prior to this appointment, Mr. Gibson served as Senior
Vice President of the Company and the Bank since 2003 and has been employed
by
the Bank since 1987. Mr. Gibson obtained a Master of Business
Administration from the College of Saint Rose.
Executive
Officers of the Company who
are not Directors
Bruce
P.
Egger is Senior Vice President and Secretary of the Company, and
has served in that position since its formation in 1998. Mr. Egger
also serves as Senior Vice President and Secretary of the Bank, and has been
affiliated with the Bank in various capacities since 1977.
Michelle
M. Plummer,
CPA was appointed Executive Vice President, Chief Operating
Officer and Chief Financial Officer of the Company and the Bank in June
2007. Prior to this appointment, Ms. Plummer served as Chief
Financial Officer of the Company and the Bank since May 1999 and Chief Financial
Officer and Treasurer since January 2002. Prior to that time, Ms.
Plummer held positions with KPMG LLP and with the Federal Reserve Bank of New
York. Ms. Plummer obtained a Master of Science from Pace
University.
Stephen
E.
Nelson was promoted to Senior Vice President of the Company in
2001 and has served in various capacities with the Bank since
1988. Mr. Nelson obtained a Master of Business Administration from
the College of Saint Rose.
Section
16(a) Beneficial Ownership Reporting Compliance
The
common stock of the Company is
registered with the SEC pursuant to Section 12(b) of the Securities Exchange
Act
of 1934, as amended (the “Exchange Act”). The officers and directors
of the Company and beneficial owners of greater than 10% of the Company’s common
stock (“10% beneficial owners”) are required to file reports on Forms 3, 4 and 5
with the SEC disclosing beneficial ownership and changes in beneficial ownership
of the common stock. SEC rules require disclosure in the Company’s
Proxy Statement or Annual Report on Form 10-KSB of the failure of an officer,
director or 10% beneficial owner of the Company’s common stock to file a Form 3,
4, or 5 on a timely basis. Based on the Company’s review of such
ownership reports, the Company believes that no officer or director of the
Company failed to timely file such ownership reports for the fiscal year ended
June 30, 2007.
Board
Independence
The
Board
of Directors has determined that, except for Mr. Gibson, Mr. Whittaker and
Mr.
Schaefer, each member of the Board is an “independent director” within the
meaning of Rule 4200(a)(15) of the NASDAQ corporate governance listing
standards. Mr. Gibson is not considered independent because he is
President and Chief Executive Officer of the Company and the
Bank. Mr. Whittaker is not considered independent because he is a
former executive officer of the Company. Mr. Schaefer is not
considered independent because he is a partner in the law firm, Deily &
Schaefer, from which the Company uses various services in the normal course
of
business. In determining the independence of the other directors
listed above, the Board of Directors reviewed the following transactions, which
are not required to be reported under “—Transactions With Certain Related
Persons,” below:
Meetings
and Committees of the Board of Directors
General. The
business of the Company is conducted at regular and special meetings of the
full
Board and its standing committees. The standing committees include the
Executive, Nominating and Audit Committees. During the year ended June 30,
2007,
the Board of Directors held 12 regular meetings and one special
meetings. No member of the Board or any committee thereof attended
fewer than 75% of the aggregate of: (i) the total number of meetings of the
Board of Directors (held during the period for which he has been a director);
and (ii) the total number of meetings held by all committees of the Board on
which he served (during the periods that he served). Executive sessions of
the
independent directors are held on a regularly scheduled basis, including 12
during fiscal year 2007.
While
the
Company has no formal policy on director attendance at annual meetings of
stockholders, all directors are encouraged to attend. All of the
Company’s directors attended the 2006 Annual Meeting of
Shareholders.
Executive
Committee. The Executive Committee
consists of the entire Board of Directors. The Executive Committee
meets as necessary when the Board is not in session to exercise general control
and supervision in all matters pertaining to the interests of the Company,
subject at all times to the direction of the Board of Directors. The
Executive Committee did not meet during the fiscal year ended June 30,
2007.
Nominating
Committee. The Nominating Committee consists of
Directors O’Grady, Jenkins and Slutzky. Each member of the Nominating Committee
is considered “independent” as defined in the NASDAQ corporate governance
listing standards. The Board of Directors has adopted a written charter for
the
Committee, which is available at the Company’s website at
www.tbogc.com. The Committee met one time during the fiscal year
ended June 30, 2007.
The
functions of the Nominating Committee include the following:
·
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to
lead the search for individuals qualified to become members of the
Board
and to select director nominees to be presented for stockholder
approval;
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·
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to
review and monitor compliance with the requirements for board
independence;
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·
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to
review the committee structure and make recommendations to the Board
regarding committee membership;
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·
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to
develop and recommend to the Board for its approval a set of corporate
governance guidelines; and
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·
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to
develop and recommend to the Board for its approval a self-evaluation
process for the Board and its
committees.
|
The
Nominating Committee identifies nominees by first evaluating the current members
of the Board of Directors willing to continue in service. Current
members of the Board with skills and experience that are relevant to the
Company’s business and who are willing to continue in service are first
considered for re-nomination, balancing the value of continuity of service
by
existing members of the Board with that of obtaining a new
perspective. If any member of the Board does not wish to continue in
service, or if the Committee or the Board decides not to re-nominate a member
for re-election, or if the size of the Board is increased, the Committee would
solicit suggestions for director candidates from all Board
members. In addition, the Committee is authorized by its charter to
engage a third party to assist in the identification of director
nominees. The Nominating Committee would seek to identify a candidate
who at a minimum satisfies the following criteria:
·
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has
the highest personal and professional ethics and integrity and whose
values are compatible with the
Company’s;
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·
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has
had experiences and achievements that have given him or her the ability
to
exercise and develop good business
judgment;
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·
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is
willing to devote the necessary time to the work of the Board and
its
committees, which includes being available for Board and committee
meetings;
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·
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is
familiar with the communities in which the Company operates and/or
is
actively engaged in community
activities;
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·
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is
involved in other activities or interests that do not create a conflict
with his or her responsibilities to the Company and its stockholders;
and
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·
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has
the capacity and desire to represent the balanced, best interests
of the
stockholders of the Company as a group, and not primarily a special
interest group or constituency.
|
Finally,
the Nominating Committee will take into account whether a candidate satisfies
the criteria for “independence” under the NASDAQ corporate governance listing
standards, and if a nominee is sought for service on the audit committee, the
financial and accounting expertise of a candidate, including whether the
individual qualifies as an audit committee financial expert.
There
have been no material changes to these procedures since they were previously
disclosed in the proxy statement for the Company’s 2006 annual meeting of
stockholders.
Procedures
for the
Nomination of Directors by
Stockholders. The Nominating Committee
has adopted procedures for the submission of director nominees by
stockholders. If a determination is made that an additional candidate
is needed for the Board, the Nominating Committee will consider candidates
submitted by the Company’s stockholders. Stockholders can submit qualified names
of candidates for director by writing to our Corporate Secretary, at P.O. Box
470, 302 Main Street, Catskill, New York 12414. The Corporate
Secretary must receive a submission not less than ninety (90) days prior to
the
anniversary date of the Company’s proxy materials for the preceding year’s
annual meeting. The submission must include the following
information:
·
|
the
name and address of the stockholder as they appear on the Company’s books,
and number of shares of the Company’s common stock that are owned
beneficially by such stockholder (if the stockholder is not a holder
of
record, appropriate evidence of the stockholder’s ownership will be
required);
|
·
|
the
name, address and contact information for the candidate, and the
number of
shares of common stock of the Company that are owned by the candidate
(if
the candidate is not a holder of record, appropriate evidence of
the
stockholder’s ownership will be
required);
|
·
|
a
statement of the candidate’s business and educational
experience;
|
·
|
such
other information regarding the candidate as would be required to
be
included in the proxy statement pursuant to SEC Rule
14A;
|
·
|
a
statement detailing any relationship between the candidate and the
Company;
|
·
|
a
statement detailing any relationship between the candidate and any
customer, supplier or competitor of the
Company;
|
·
|
detailed
information about any relationship or understanding between the proposing
stockholder and the candidate; and
|
·
|
a
statement that the candidate is willing to be considered and willing
to
serve as a director if nominated and
elected.
|
Submissions
that are received and that meet the criteria outlined above are forwarded to
the
Chairman of the Nominating Committee for further review and
consideration. A nomination submitted by a stockholder for
presentation by the stockholder at an annual meeting of stockholders must comply
with the procedural and informational requirements described in this proxy
statement under the heading “Stockholder Proposals.”
Stockholder
Communications
with the Board. A stockholder of the
Company who wishes to communicate with the Board or with any individual director
may write to the Corporate Secretary of the Company, P.O. Box 470, 302 Main
Street, Catskill, New York 12414, Attention: Board
Administration. The letter should indicate that the author is a
stockholder and if shares are not held of record, should include appropriate
evidence of stock ownership. Depending on the subject matter,
management will:
·
|
forward
the communication to the director or directors to whom it is
addressed;
|
·
|
attempt
to handle the inquiry directly, for example where it is a request
for
information about the Company or a stock-related matter;
or
|
·
|
not
forward the communication if it is primarily commercial in nature,
relates
to an improper or irrelevant topic, or is unduly hostile, threatening,
illegal or otherwise inappropriate.
|
At
each
Board meeting, management will present a summary of all communications received
since the last meeting that were not forwarded and make those communications
available to the directors.
The
Audit Committee. The Audit Committee consists of
Directors Ingalls, Jenkins, O’Grady, Slutzky and Place. Each member of the Audit
Committee is considered “independent” as defined in the NASDAQ corporate
governance listing standards and under SEC Rule 10A-3. The Board of Directors
has determined that Arthur Place qualifies as an “audit committee financial
expert” as that term is defined by the rules and regulations of the SEC. The
duties and responsibilities of the Audit Committee include, among other
things:
·
|
retaining,
overseeing and evaluating a firm of independent certified public
auditors
to audit the Company’s annual financial
statements;
|
·
|
in
consultation with the independent registered public accounting firm
and
the internal auditor, reviewing the integrity of the Company’s financial
reporting processes, both internal and
external;
|
·
|
approving
the scope of the audit in advance;
|
·
|
reviewing
the financial statements and the audit report with management and
the
independent registered public accounting
firm;
|
·
|
considering
whether the provision by the external auditors of services not related
to
the annual audit and quarterly reviews is consistent with maintaining
the
auditor’s independence;
|
·
|
reviewing
earnings and financial releases and quarterly reports filed with
the
SEC;
|
·
|
consulting
with the internal audit staff and reviewing management’s administration of
the system of internal accounting
controls;
|
·
|
approving
all engagements for audit and non-audit services by the independent
registered public accounting firm;
and
|
·
|
reviewing
the adequacy of the audit committee
charter.
|
The
Audit
Committee met eight times during the fiscal year ended June 30,
2007. The Audit Committee reports to the Board on its activities and
findings. The Board of Directors has adopted a written charter for
the Audit Committee, which is available at the Company’s website at
www.tbogc.com.
Audit
Committee Report
The
following Audit Committee Report is
provided in accordance with the rules and regulations of the SEC. Pursuant
to
such rules and regulations, this report shall not be deemed “soliciting
material,” filed with the SEC, subject to Regulation 14A or 14C of the SEC or
subject to the liabilities of Section 18 of the Securities and Exchange Act
of
1934, as amended.
Management
has the primary responsibility for the Company’s internal controls and financial
reporting processes. The independent registered public accounting
firm is responsible for performing an independent audit of the Company’s
consolidated financial statements in accordance with auditing standards
generally accepted in the United States and issuing a report
thereon. The Audit Committee’s responsibility is to monitor and
oversee these processes.
The
Audit Committee has prepared the
following report for inclusion in this Proxy Statement:
As
part of its ongoing activities, the
Audit Committee has:
|
•
|
Reviewed
and discussed with management the Company’s audited consolidated financial
statements for the fiscal year ended June 30,
2007;
|
|
•
|
Discussed
with the independent registered public accounting firm the matters
required to be discussed by Statement on Auditing Standards No. 61,
Communications with Audit Committees, as amended;
and
|
|
•
|
Received
the written disclosures and the letter from the independent registered
public accounting firm required by Independence Standards Board Standard
No. 1, Independence Discussions with Audit Committees, and has
discussed with the independent registered public accounting firm
their
independence. In addition, the Audit Committee approved the
appointment of Beard Miller Company LLP as the Company’s independent
registered public accounting firm for the fiscal year ending June
30,
2008, subject to the ratification of the appointment by the
stockholders.
|
Based
on the review and discussions
referred to above, the Audit Committee recommended to the Board of Directors
that the audited consolidated financial statements be included in the Company’s
Annual Report on Form 10-KSB for the fiscal year ended June 30,
2007.
This
report shall not be deemed
incorporated by reference by any general statement incorporating by reference
this Proxy Statement into any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except to the extent that the Company specifically
incorporates this information by reference, and shall not otherwise be deemed
filed under such Acts.
This
report has been provided by the
Audit Committee:
Arthur
Place, CPA
(Chairman)
Walter
H. Ingalls
David
H. Jenkins, DVM
Dennis
R. O’Grady
Paul
Slutzky
Code
of Ethics
The
Company has adopted a Code of
Ethics that is applicable to the Company’s officers, directors and employees,
including its principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing similar
functions. The Code of Ethics is available on the Company’s website at
www.tbogc.com. Amendments to and waivers from the Code of Ethics will also
be
disclosed on the Company’s website.
Compensation
Committee Interlocks and Insider Participation
The
independent directors of the
Company, consisting of every director except for Donald Gibson, J. Bruce
Whittaker and Charles H. Schaefer, meet in executive session to determine the
salaries to be paid each year to the officers of the Company.
Executive
Compensation
The
Company’s philosophy is to align executive compensation with the interests of
its stockholders and to determine appropriate compensation levels that will
enable it to meet the following objectives:
·
|
To
attract, retain and motivate an experienced, competent executive
management team;
|
·
|
To
reward the executive management team for the enhancement of shareholder
value based on annual earnings performance and the market price of
the
Company’s stock;
|
·
|
To
provide compensation rewards that are adequately balanced between
short-term and long-term performance
goals;
|
·
|
To
encourage ownership of the Company’s common stock through stock-based
compensation to all levels of management;
and
|
·
|
To
maintain compensation levels that are competitive with other financial
institutions, and particularly those in the Company’s peer group based on
asset size and market area.
|
The
Company considers a number of factors in its decisions regarding executive
compensation, including, but not limited to, the level of responsibility and
performance of the individual executive officers, the overall performance of
the
Company and a peer group analysis of compensation paid at institutions of
comparable size and complexity. The Company also considers the
recommendations of the Chief Executive Officer with respect to the compensation
of executive officers other than the Chief Executive Officer. The
Board of Directors and the Chief Executive Officer review the same information
in connection with this recommendation.
In
September 2006, the Company engaged Mosteller & Associates, Inc., a
compensation consulting firm based in Reading, Pennsylvania, to conduct a
complete review of compensation at the Bank using peer community banks and
other
market area employers to determine competitive norms and to provide
recommendations on compensation levels at the staff and executive officer
levels. The consulting firm reviewed salary surveys and its own propriety
database. The consulting firm also developed a custom peer group of employers
for comparison purposes. With respect to executive compensation, the consulting
firm concluded that compensation for top management positions was within overall
marketplace parameters, that the Company should consider a stronger short-term
incentive plan to be more competitive with market peers, and that the Company
should review the competitiveness of the Company’s long-term incentive
compensation.
The
base salary levels for the
Company’s executive officers are set to reflect the duties and levels of
responsibilities inherent in the position and to reflect competitive conditions
in the banking business in the Company’s market area. Comparative
salaries paid by other financial institutions are considered in establishing
the
salary for the given executive officer. In setting salaries for
fiscal 2007, the Board of Directors utilized bank compensation surveys compiled
by the America’s Community Bankers as well as other survey prepared by trade
groups and independent benefit consultants. In setting the base
salaries, the Board of Directors also considers a number of factors relating
to
the executive officers, including individual performance, job responsibilities,
experience level, ability and the knowledge of the position. These
factors are considered subjectively and none of the factors are accorded a
specific weight.
Executive
Compensation
The
following table sets forth for the year ended June 30, 2007 certain information
as to the total remuneration paid by us to Mr. Gibson, who serves as President
and Chief Executive Officer, Mr. Whittaker, who served as President and Chief
Executive Officer until his retirement in June 2007, and the two most highly
compensated executive officers of the Company and The Bank of Greene County
other than Mr. Gibson (the “Named Executive Officers”).
SUMMARY
COMPENSATION TABLE
|
Name
and principal position
|
|
|
|
|
|
Non-equity
incentive plan compensation ($)
|
Nonqualified
deferred compensation earnings ($)
|
All
other compensation ($) (2)
|
|
Donald
Gibson
|
2007
|
88,500
|
5,010
|
---
|
---
|
---
|
---
|
19,520
|
113,030
|
J.
Bruce Whittaker
|
2007
|
241,875
|
14,175
|
---
|
---
|
---
|
---
|
248,410
|
504,460
|
Michelle
Plummer
|
2007
|
118,000
|
6,930
|
---
|
---
|
---
|
---
|
24,260
|
149,190
|
Bruce
Egger
|
2007
|
110,000
|
6,540
|
---
|
---
|
---
|
---
|
21,470
|
138,010
|
(1)
|
Reflects
the amount expensed in accordance with Statement of Financial Accounting
Standards No. 123(R) during fiscal 2007 with respect to awards of
restricted stock and stock options granted to each of the Named Executive
Officers. For a discussion of the assumptions used to establish
the valuation of the restricted stock awards and stock options, reference
is made to “Note 9 – Stock-Based Compensation” included in the
Audited Financial Statements filed as part of our Annual Report on
Form
10-KSB for the year ended June 30,
2007.
|
(2)
|
Includes
employer matching contributions of $3,774; $8,710; $5,021 and $4,678
allocated in fiscal 2007 to the accounts of Mr. Gibson, Mr. Whittaker,
Ms.
Plummer and Mr. Egger, respectively, under The Bank of Green County
401(k)
plan, the fair market value at June 30, 2007 of the shares of common
stock
allocated pursuant to the employee stock ownership plan in fiscal
2007,
representing $7,486; $20,343; $9,887 and $10,305 for each of Mr.
Gibson,
Mr. Whittaker, Ms. Plummer and Mr. Egger,
respectively. The Bank also provides each qualifying employee,
including Mr. Whittaker, life insurance equal to one times the employee’s
salary with a maximum benefit of $50,000. The Bank also
provides each qualifying employee with short-term and long-term disability
coverage, medical and dental coverage for the employee and their
spouse
and dependents. The employee contributes 25% for the cost of
the premium for the medical coverage. The Company also opted to
buy-out Mr. Whittaker’s 21,600 stock options at the closing stock price on
the on the day of his retirement, which was $13.60, less the exercise
price of the options, which was $3.9375. Total compensation
recognized by Mr. Whittaker in connection with this transaction was
$208,710.
|
Salary
for the Named Executive Officers
is paid pursuant to Employment Agreements, which are discussed below under
“—Employment Agreements.”
Employment
Agreements. Mr. J. Bruce Whittaker, President and Chief
Executive Officer of the Bank and the Company, retired from such service on
June
30, 2007. Mr. Whittaker, the Company and the Bank had entered into an employment
agreement, dated as of January 1, 1999. The employment agreement was amended
and
restated on November 27, 2006, and the amended agreement was effective January
1, 2007. Among other things, the amended agreement reflected certain changes
to
the employment agreement required by the OTS in connection with the Bank’s
conversion from a New York-chartered savings bank to a federally chartered
savings bank, which was consummated on November 1, 2006. Under the amended
agreement, the base salary for Mr. Whittaker was $247,500. In addition to the
base salary, the amended agreement provided for, among other things,
participation in retirement plans and other employee and fringe benefits
applicable to executive personnel. In addition to the above, the Bank agreed
to
provide Mr. Whittaker and his dependents with continuing health care coverage
upon Mr. Whittaker’s retirement or other termination of employment after
attainment of age 55 with 25 years of service, in substantially the same amount
as provided to Mr. Whittaker and his dependents prior to the termination of
his
employment. Such coverage, which survives the termination or
expiration of the amended agreement, ceases upon Mr. Whittaker’s attainment of
age 65. The amended agreement provided that upon Mr. Whittaker’s
retirement, he became entitled to all benefits available to him under any
retirement or other benefit plan maintained by the Bank. The amended agreement
provides that, following his termination of employment, the executive will
not
compete with the Bank for a period of one year.
In
connection with Mr. Whittaker’s retirement, Mr. Donald E. Gibson, who had been
serving as Senior Vice President of the Company and the Bank succeeded Mr.
Whittaker as President and Chief Executive Officer. Michelle M.
Plummer, the Chief Financial Officer of the Company and the Bank, was appointed
to the newly created positions of Executive Vice President, Chief Operating
Officer and Chief Financial Officer.
In
connection with the appointments, Mr. Gibson and Ms. Plummer each entered into
a
substantially identical employment agreement with the Bank and the Company.
The
employment agreements were effective July 1, 2007. Mr. Gibson’s employment
agreement provides for a base salary of $150,000 and Ms. Plummer’s employment
agreement provides for a base salary of $140,000. Each agreement has a term
of
36 months from July 1, 2007. Commencing on July 1, 2008, and continuing on
each
July 1st thereafter, each agreement shall renew for an additional year such
that
the remaining term shall be 36 full calendar months, unless written notice
is
provided to the executive at least ten days and not more than 60 days prior
to
any such anniversary date that his or her employment shall cease at the end
of
36 months following such anniversary date. Prior to each notice
period for non-renewal, the disinterested members of the Board of Directors
of
the Bank will conduct a comprehensive performance evaluation and review of
the
executive for purposes of determining whether to extend the
agreement.
Under
each agreement, the executive’s
base salary will be reviewed annually, and the base salary may be increased
but
not decreased. In addition to the base salary, the executive will be
provided all such other benefits as are provided uniformly to permanent
full-time employees of the Bank. In addition, the Bank will provide the
executive with employee benefit plans, arrangements and perquisites
substantially equivalent to those in which the executive was participating
or
otherwise deriving benefit. The executive will be entitled to participate in
or
receive benefits under any employee benefit plans, including but not limited
to,
retirement plans, supplemental retirement plans, pension plans, profit-sharing
plans, health-and-accident plans, medical coverage or any other employee benefit
plan or arrangement made available by the Bank in the future to its senior
executives and key management employees.
Each
agreement provides for termination
by the Bank for cause at any time. If the agreement is terminated for cause,
the
executive will not receive any compensation or other benefits from the Bank.
Under each agreement, if the executive’s employment is terminated for any reason
other than for cause, death, disability or retirement, including resignation
upon, among other things, failure to reappoint the executive to his or her
office, a material diminution of the executive’s duties or a breach of the
agreement by the Bank, or if the executive voluntarily resigns his or her
employment on or after a change in control of the Company or the Bank during
the
term of the agreement, then the Bank is obligated to pay to the executive a
lump
sum equal to three times the sum of the then current base salary and the highest
rate of bonus awarded to the executive during the prior three years. If such
amount is determined to constitute an “excess parachute payment,” the amount
would be reduced so as not to trigger an excess parachute payment.
In
the event of the executive’s
disability for a period of six months, the Bank may terminate the agreement,
provided that the Bank will be obligated to pay the executive his or her base
salary for the remaining term of the agreement or one year, whichever is longer
(provided such payments are reduced to the extent of any disability insurance
payments). In the event of the executive’s death during the term of the
agreement, the Bank will pay his or her base salary to the named beneficiaries
for one year following the date of death. In the event the executive
retires, he or she will be entitled to any vested benefits under any retirement
plan of the Bank.
Each
agreement provides that, following the termination of the executive’s employment
as a result of which the Bank is paying the executive termination benefits
(other than termination upon a change in control), the executive will not
compete with the Bank for a period of one year in any city or county in which
the Bank has an office or has filed an application for regulatory approval
to
establish an office.
Defined
Contribution
Plan. The Bank has adopted The Bank of
Greene County Employees’ Savings & Profit Sharing Plan and Trust (the
“Plan”) in order to permit the investment of Plan assets in common stock of the
Company. Employees are eligible to join the Plan on the first of the month
following completion of three months of continuous employment (during which
250
hours are completed). The first year eligibility period runs from the
date of hire to the anniversary of such date. If an employee does not
satisfy the eligibility requirements during such period then the next
eligibility period shall be the calendar year. Employees are eligible
to contribute, on a pre-tax basis, up to 25% of their eligible salary, in
increments of 1%. .Effective July 1, 2006, the Bank matched employee
contributions dollar for dollar for the first 2% and then 50% of the employee
contribution up to the next 4%. Effective January 1, 2007, the Bank
matched employee contributions dollar for dollar for the first 3% and then
50%
of the employee contribution up to the next 3%. In addition, the Bank
may make an additional discretionary contribution allocated among members’
accounts on the basis of compensation. All employee contributions and
earnings thereon under the Plan are at all times fully vested. A
member vests in employer matching and discretionary contributions at the rate
of
20% per year beginning in the second year of employment and continuing until
the
member is 100% vested after six years of employment. Employees are
entitled to borrow, within tax law limits, from amounts allocated to their
accounts.
Plan
benefits will be paid to each
member in a lump sum or in equal payments over a fixed period upon termination,
disability or death. In addition, the Plan permits employees to
withdraw salary reduction contributions prior to age 59-1/2 or termination
in
the event the employee suffers a financial hardship. In certain
circumstances, the Plan permits employees to withdraw the Bank’s matching
contributions to their accounts. The Plan permits employees to direct the
investment of their own accounts into various investment options.
At
December 31, 2006, the market value
of the Plan trust fund was approximately $3.6 million. The total
contribution (i.e., both the employee and Bank contributions) to the Plan for
the Plan year ended December 31, 2006, was approximately $415,800
Defined
Benefit Pension
Plan. The Bank maintains the Financial
Institutions Retirement Fund, which is a qualified, tax-exempt multi-employer
defined benefit plan (the “Retirement Plan”). During fiscal 2006, the
Board of Directors approved changes to the Retirement Plan. Effective
January 1, 2006, the Board of Directors of the Bank resolved to exclude from
membership in the Retirement Plan employees hired on or after January 1, 2006
and elected to cease additional benefit accruals to existing Retirement Plan
participants effective July 1, 2006. All employees age 21 or older
who have worked at the Bank for a period of one year in which they have 1,000
or
more hours of service were eligible for membership in the Retirement
Plan. Once eligible, an employee must have been credited with 1,000
or more hours of service with the Bank during the year in order to accrue
benefits under the Retirement Plan. The Bank annually contributes an
amount to the Retirement Plan necessary to satisfy the actuarially determined
minimum funding requirements in accordance with the Employee Retirement Income
Security Act (“ERISA”).
The
regular form of all retirement
benefits (i.e., normal, early or disability) is a life annuity with a guaranteed
term of 10 years. For a married participant, the normal form of
benefit is a joint and survivor annuity where, upon the participant’s death, the
participant’s spouse is entitled to receive a benefit equal to the commuted
value of such unpaid installments paid in lump sum. Either the member
or beneficiary may elect to have this benefit paid in the form of
installments. Where death occurs prior to a member’s benefit
commencement, in no event shall the death benefit be less than the amount
payable under the lump sum settlement options. An optional form of
benefit may be selected instead of the normal form of benefits. These
optional forms include various annuity forms as well as a lump sum payment
after
age 55. Benefits payable upon death may be made in a lump sum,
installments over 10 years, or a lifetime annuity.
The
normal retirement benefit payable
at or after age 65, is an amount equal to 1.5% multiplied by years of benefit
service (not to exceed 30) times average compensation based on the average
of
the five years providing the highest average. A reduced benefit is
payable upon retirement at age 55 at or after completion of five years of
service. A member is fully vested in his account upon completion of
five or more years of employment or upon attaining normal retirement
age.
The
following table indicates the
annual retirement benefit that would be payable under the Retirement Plan upon
retirement at age 65 in calendar year 2006, expressed in the form of a single
life annuity for the average salary and benefit service classifications
specified below.
Highest
Five-Year
Average
Years of Service and Benefit Payable at Retirement(1)
Compensation 15 20 25 30
|
$ 50,000
|
$11,300
|
$15,000
|
$18,800
$22,500
|
|
$ 75,000
16,900
|
22,500
|
28,100
|
|
33,800
|
|
$100,000
22,600
|
30,000
|
37,500
|
|
45,000
|
|
$125,000
28,100
|
37,500
|
46,900
|
|
56,300
|
|
$150,000
33,800
|
45,000
|
56,300
|
|
67,500
|
|
$175,000
39,400
|
52,500
|
65,600
|
|
78,800
|
|
$200,000
45,000
|
60,000
|
75,000
|
|
90,000
|
|
$225,000
50,600
|
67,500
|
84,400
|
|
101,300
|
(1)
|
No
additional credit is received for years of service in excess of 30;
however, increases in compensation after 30 years will generally
cause an
increase in benefits.
|
As
of June 30, 2007, Mr. J. Bruce
Whittaker, Mr. Bruce P. Egger, Ms. Michelle Plummer and Mr. Donald Gibson had
34
years, 30 years, six years and 19 years of credited service (i.e.,
benefit service), respectively, under the Retirement Plan.
Outstanding
Equity Awards at Year End. The following table sets
forth information with respect to outstanding equity awards as of June 30,
2007
for the Named Executive Officers.
OUTSTANDING
EQUITY AWARDS AT JUNE 30, 2007 (1)
|
|
|
|
Number
of securities underlying unexercised options (#)
exercisable
|
Number
of securities underlying unexercised options (#)
unexercisable
|
Equity
incentive plan awards: number of securities underlying
unexercised unearned options (#)
|
Option
exercise price ($)
|
|
Number
of shares or units of stock that have not vested
(#)
|
Market
value of shares or units of stock that have not vested
($)
|
Equity
incentive plan awards: number of unearned shares, units or other
rights
that have not vested (#)
|
Equity
incentive plan awards: market or payout value of unearned shares,
units or
other rights that have not vested ($)
|
Donald
Gibson
|
|
|
|
|
|
|
|
|
|
J. Bruce
Whittaker
|
|
|
|
|
|
|
|
|
|
Michelle
Plummer
|
|
|
|
|
|
|
|
|
|
Bruce
Egger
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
________________
(1)
|
All
equity awards noted in this table were granted pursuant to the 2000
Stock
Option Plan and the 2000 Recognition and Retention Plan, which were
approved by stockholders on March 28, 2000, and represent all awards
held
at June 30, 2007 by the Named Executive Officers. On March 28,
2000, the Named Executive Officers were granted shares of restricted
stock
and stock options. Shares of restricted stock vested at a rate
of 20% per year commencing on March 28, 2000.. Stock options
vested at a rate of 20% per year commencing on March 28, 2000 have
an
exercise price of $3.9375, the closing price (adjusted for a subsequent
2-for-1 stock split) on the date of grant, and expire ten years from
the
date of grant.
|
Employee
Stock Ownership
Plan and Trust. The Bank has
established an Employee Stock Ownership Plan and Related Trust (“ESOP”) for
eligible employees. The ESOP is a tax-qualified plan subject to the
requirements of ERISA and the Code. Persons who have been employed by
the Bank for 12 months during which they worked at least 1,000 hours and who
have attained age 21, are eligible to participate. The ESOP has
borrowed funds from the Company and has purchased or been issued a total of
72,760 shares of common stock. An additional 7,276 shares were issued
to the ESOP as a result of the 10% stock dividend effective August
1999. Accordingly, the ESOP originally owned 80,036 shares in
total. The ESOP owned 141,317 shares as of June 30, 2007 (reflective
of the 2-for-1 stock split effective on May 31, 2005). When fully
vested employees retire or leave the Company, they may take from the ESOP their
portion of allocated shares or cash; as a result of this, the overall number
of
shares remaining in the ESOP has decreased. The common stock held by
the ESOP is collateral for the loan. The loan will be repaid
principally from the Bank’s contributions to the ESOP over a period of up to ten
years. The interest rate for the loan is a floating rate equal to the
Prime Rate as published in The Wall Street Journal from time to
time. Shares purchased by the ESOP are held in a suspense account for
allocation among participants as the loan is repaid.
Contributions
to the ESOP and shares
released from the suspense account in an amount proportional to the repayment
of
the ESOP loan will be allocated among participants on the basis of compensation
in the year of allocation, up to an annual adjusted maximum level of
compensation. Benefits generally become vested after five years of
credited service. Forfeitures will be reallocated among remaining
participating employees in the same proportion as
contributions. Benefits may be payable upon death, retirement, early
retirement, disability or separation from service. The Company’s
contributions to the ESOP will not be fixed, so benefits payable under the
ESOP
cannot be estimated.
A
committee consisting of Walter
Ingalls, David Jenkins, Dennis O’Grady and Paul Slutzky administers the
ESOP. The ESOP also has an unrelated corporate trustee who is
appointed as a fiduciary responsible for administration of the ESOP assets
and
who votes the ESOP shares. The committee may instruct the trustee
regarding investment of funds contributed to the ESOP. The ESOP
trustee generally will vote all shares of common stock held by the ESOP in
accordance with the written instructions of the committee. In certain
circumstances, however, the ESOP trustee must vote all allocated shares held
in
the ESOP in accordance with the instructions of the participating employees,
and
unallocated shares and shares held in the suspense account in a manner
calculated to most accurately reflect the instructions the ESOP trustee has
received from participants regarding the allocated stock, subject to and in
accordance with the fiduciary duties under ERISA owed by the ESOP trustee to
the
ESOP participants. Under ERISA, the Secretary of Labor is authorized
to bring an action against the ESOP trustee for the failure of the ESOP trustee
to comply with its fiduciary responsibilities.
Stock
Option
Plan. The Board of Directors of the Company adopted the
2000 Stock Option Plan, which has been approved by the stockholders. Certain
directors, officers and employees of the Bank and the Company are eligible
to
participate in the Stock Option Plan. The Stock Option Plan is
administered by a committee of outside directors (the
“Committee”). The Stock Option Plan authorizes the grant of stock
options to purchase 181,898 shares of common stock (reflective of the 2-for-1
stock split effective on May 31, 2005). The Stock Option Plan
provides, among other things, for the grant of options to purchase common stock
intended to qualify as incentive stock options under Section 422 of the Code,
and options that do not so qualify (“nonstatutory
options”). Options must be exercised within 10 years from the date of
grant. The exercise price of the options must be at least 100% of the
fair market value of the underlying common stock at the time of the
grant.
Other
Equity Compensation
Plans. Other than our employee stock ownership plan, we
do not have any equity compensation plans that were not approved by
stockholders. The following table sets forth information with respect
to the Company’s equity compensation plans.
|
Number
of securities to be issued upon exercise of outstanding options
and
rights
|
|
Number
of securities remaining available for issuance under
plan
|
Stock
options
|
72,664
|
$4.55
|
---
|
Shares of restricted stock
|
---
|
---
|
---
|
Total
|
72,664
|
$4.55
|
---
|
(1)
|
Reflects
weighted average exercise price of stock options
only.
|
Directors’
Compensation
The
following table sets forth for the
year ended June 30, 2007 certain information as to the total remuneration we
paid to the Company’s directors other than Mr.
Whittaker. Compensation paid to Mr. Whittaker for his services as a
director is included in “Executive Compensation—Summary Compensation
Table.”
DIRECTOR
COMPENSATION TABLE FOR THE YEAR ENDED JUNE 30,
2007
|
|
Fees
earned or paid in cash ($)
|
|
|
Non-equity
incentive plan compensation ($)
|
Nonqualified
deferred compensation earnings ($)
|
All
other compensation ($)
|
|
|
|
|
|
|
|
|
|
Walter
H. Ingalls
|
$30,000
|
---
|
---
|
---
|
---
|
---
|
$30,000
|
Paul
Slutzky
|
$30,000
|
---
|
---
|
---
|
---
|
---
|
$30,000
|
David
H. Jenkins, DVM
|
$30,000
|
---
|
---
|
---
|
---
|
---
|
$30,000
|
Charles
H. Schaefer
|
$30,000
|
---
|
---
|
---
|
---
|
---
|
$30,000
|
Arthur
Place, CPA
|
$34,250
|
---
|
---
|
---
|
---
|
---
|
$34,250
|
Dennis
R. O’Grady
|
$30,000
|
---
|
---
|
---
|
---
|
---
|
$30,000
|
Martin
C. Smith
|
$34,250
|
---
|
---
|
---
|
---
|
---
|
$34,250
|
Directors’
Compensation
Directors
of The Bank of Greene County
(other than the Board and Audit Committee Chairmen) receive an annual retainer
of $18,000 and a fee of $1,000 per Board meeting. The Chairman of the
Board and Audit Committee Chairman receive an annual retainer of $24,000 and
a
fee of $1,000 per Board meeting. No separate compensation is
currently paid to directors for service on the Board of the
Company. Directors of the Bank and the Company who are also employees
of the Bank and the Company are not entitled to receive Board
fees. For the fiscal year ended June 30, 2007, the Bank paid a total
of $218,500 in director fees.
Directors
are eligible to participate
in the 2000 Stock Option Plan and the 2000 Recognition and Retention
Plan. On March 28, 2000, each outside director serving at that time
was granted a non-qualified stock option to purchase 5,400 shares of common
stock (reflective of a 2-for-1 stock split effective May 31,
2005). All granted options vest at the rate of 20% per year over a
five-year period and will become immediately exercisable upon the director’s
death, disability, normal retirement, or following a change in control of the
Company or the Bank. The options must be exercised within 10 years
from the date of grant, and the exercise price of the options must be at least
100% of the fair market value of the underlying common stock at the date of
grant.
On
March
28, 2000, restricted stock awards for 3,200 shares of common stock (reflective
of a 2-for-1 stock split effective May 31, 2005) were granted to each outside
director serving at that time. These awards are also scheduled to
vest in 20% increments over a five-year period beginning on the grant date,
with
accelerated vesting to occur in the event of the director’s death, disability,
normal retirement, or following a change in control of the Company or the
Bank.
Transactions
with Certain Related Persons
In
the
ordinary course of business, the Bank makes loans available to its directors,
officers and employees. These loans are made in the ordinary course
of business on substantially the same terms, including interest rate and
collateral, as those prevailing at the time for comparable loans with persons
not related to the Bank. Management believes that these loans neither
involve more than the normal risk of collectibility nor present other
unfavorable features.
Section 402
of the Sarbanes-Oxley Act of 2002 generally prohibits an issuer from:
(1) extending or maintaining credit; (2) arranging for the extension
of credit; or (3) renewing an extension of credit in the form of a personal
loan for an officer or director. There are several exceptions to this
general prohibition, one of which is applicable to the
Company. Sarbanes-Oxley does not apply to loans made by a depository
institution that is insured by the Federal Deposit Insurance Corporation and
is
subject to the insider lending restrictions of the Federal Reserve
Act. All loans to the Company’s directors and officers are made in
conformity with the Federal Reserve Act and applicable regulations.
In
accordance with the listing standards of the NASDAQ Stock Market, any
transactions that would be required to be reported under this section of this
proxy statement must be approved by the Company’s Audit Committee or another
independent body of the Board of Directors. In addition, any
transaction with a director is reviewed by and subject to approval of the
members of the Board of Directors who are not directly involved in the proposed
transaction to confirm that the transaction is on terms that are no less
favorable as those that would be available to the Company from an unrelated
party through an arms-length transaction.
PROPOSAL 2—RATIFICATION OF APPOINTMENT OF INDEPENDENT
REGISTERED
PUBLIC
ACCOUNTING FIRM
The
Audit Committee of the Board of
Directors of the Company has approved the engagement of Beard Miller Company
LLP
to be the Company’s independent registered public accounting firm for the 2008
fiscal year, subject to the ratification of the engagement by the Company’s
stockholders. At the Meeting, stockholders will consider and vote on
the ratification of the engagement of Beard Miller Company LLP for the Company’s
fiscal year ending June 30, 2008. A representative of Beard Miller
Company LLP is expected to attend the Meeting to respond to appropriate
questions and to make a statement, if deemed appropriate.
Set
forth below is certain information
concerning aggregate fees billed by Beard Miller Company LLP for professional
services rendered during fiscal years 2007 and 2006, respectively.
Audit
Fees. During the past two fiscal years the fees billed
for professional services rendered by Beard Miller Company LLP for the audit
of
the Company’s annual financial statements and for the review of the Company’s
Forms 10-QSB were $70,000 for 2007 and $68,000 for 2006.
Audit-Related
Fees. During the fiscal years ended June 30, 2007 and
2006, fees billed for professional services by Beard Miller Company LLP that
were reasonably related to the performance of the audit were $5,000 and $1,000,
respectively.
Tax
Fees. During the past two fiscal years the fees billed
for professional services by Beard Miller Company LLP for tax services were
$12,000 for 2007 and $14,000 for 2006.
All
Other
Fees. During the year ended June 30, 2007, $1,000 in
fees were billed to the Company by Beard Miller Company LLP that are not
described above. There were no such fees during the year ended June
30, 2006.
The
Audit Committee considered whether
the provision of non-audit services was compatible with maintaining the
independence of its auditors. The Audit Committee concluded that
performing such services in fiscal 2007 did not affect the auditors’
independence in performing their function as auditors of the
Company.
Policy
on Audit Committee Pre-Approval of Audit and Non-Audit Services of Independent
Auditor
The
Audit Committee’s policy is to
pre-approve all audit and non-audit services provided by the independent
registered public accounting firm. 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
particular service or category of services and is generally subject to a
specific budget. The Audit Committee has delegated pre-approval
authority to its Chairman when expedition of services is
necessary. The independent registered public accounting firm and
management are required to periodically report to the full Audit Committee
regarding the extent of services provided by the independent registered public
accounting firm in accordance with this pre-approval, and the fees for the
services performed to date. All of fees paid in the audit related,
tax and all other categories were approved per the pre-approval
policies.
In
order to ratify the selection of
Beard Miller Company LLP as the independent registered public accounting firm
for the 2008 fiscal year, the proposal must receive at least a majority of
the
votes cast “FOR” or “AGAINST”, either in person or by proxy, in favor of such
ratification. The Audit Committee of the Board of Directors
recommends a vote “FOR” the ratification of Beard Miller Company LLP, as
independent registered public accounting firm for the 2008 fiscal
year.
STOCKHOLDER
PROPOSALS
In
order to be eligible for inclusion
in the proxy materials for next year’s Annual Meeting of Stockholders, any
stockholder proposal to take action at such meeting must be received at the
Company’s executive office, P.O. Box 470, 302 Main Street, Catskill, New York
12414, no later than May 29, 2008. Any such proposals shall be subject to the
requirements of the proxy rules adopted under the Exchange Act.
OTHER
MATTERS
The
Board of Directors 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 matters should
properly come before the Annual Meeting, it is intended that holders of the
proxies will act as directed by a majority of the Board of Directors, except
for
matters related to the conduct of the Annual Meeting, as to which they shall
act
in accordance with their best judgment. The Board of Directors
intends to exercise its discretionary authority to the fullest extent permitted
under the Exchange Act.
ADVANCE
NOTICE OF BUSINESS TO BE BROUGHT BEFORE AN ANNUAL MEETING
The
Bylaws of the Company provide an advance notice procedure for certain business
or nominations to the Board of Directors to be brought before an annual meeting.
In order for a stockholder to properly bring business before an annual meeting,
or to propose a nominee to the Board, the stockholder must give written notice
to the Secretary of the Company not less than five days prior to the date of
the
annual meeting. No other proposal shall be acted upon at the annual
meeting. A stockholder may make any other proposal at the annual
meeting and the same may be discussed and considered, but unless stated in
writing and filed with the Secretary at least five days prior to the annual
meeting, the proposal will be laid over for action at an adjourned, special
or
annual meeting taking place 30 days or more thereafter.
The
date on which the next Annual
Meeting of Stockholders is expected to be held is October 25,
2008. Accordingly, advance written notice of business or nominations
to the Board of Directors to be brought before the 2008 Annual Meeting of
Stockholders must be made in writing and delivered to the Secretary of the
Company no later than October 20, 2008.
MISCELLANEOUS
The
cost of 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 proxy materials to the beneficial owners of common
stock. In addition to solicitations by mail, directors, officers and
regular employees of the Company may solicit proxies personally or by telegraph
or telephone without additional compensation.
The
Company’s 2007 Annual Report to
Stockholders has been mailed to all stockholders of record as of the Record
Date. Any stockholder who has not received a copy of such Annual
Report may obtain a copy by writing the Company. Such Annual Report
is not to be treated as a part of the proxy solicitation material nor as having
been incorporated herein by reference.
A
COPY OF THE COMPANY’S ANNUAL REPORT
ON FORM 10-KSB FOR THE FISCAL YEAR ENDED JUNE 30, 2007, WILL BE FURNISHED
WITHOUT CHARGE TO STOCKHOLDERS AS OF THE RECORD DATE UPON WRITTEN OR TELEPHONIC
REQUEST TO BRUCE P. EGGER, CORPORATE SECRETARY, GREENE COUNTY BANCORP, INC.,
P.O. BOX 470, 302 MAIN STREET, CATSKILL, NEW YORK 12414, OR CALL AT
518-943-2600.
BY
ORDER OF THE BOARD OF
DIRECTORS
/s/:
Bruce
P. Egger
Bruce
P. Egger
Corporate
Secretary
Catskill,
New York
September
25, 2007
REVOCABLE
PROXY
GREENE
COUNTY BANCORP, INC.
ANNUAL
MEETING OF STOCKHOLDERS
October
24, 2007
The
undersigned hereby appoints the
official proxy committee consisting of the Board of Directors with full powers
of substitution to act as attorneys and proxies for the undersigned to vote
all
shares of common stock of the Company that the undersigned is entitled to vote
at the Annual Meeting of Stockholders (“Annual Meeting”) to be held at the
Company’s main office, located at 425 Main Street, Catskill, New York on October
24, 2007, at 5:30 p.m. The official proxy committee is authorized to
cast all votes to which the undersigned is entitled as follows:
|
FOR
|
VOTE
WITHHELD
|
|
|
|
(except
as marked to the contrary below)
|
|
|
|
1. The
election as directors of all nominees listed below,
each to serve for the term set forth following his name:
Paul
Slutzky (three-year term)
David
H. Jenkins, DVM (three-year term)
Donald
Gibson (three-year term)
INSTRUCTION: To
withhold your vote for one or more nominees, write the name of the
nominee(s) on the line(s) below.
|
o
|
o
|
|
|
|
FOR
|
AGAINST
|
ABSTAIN
|
|
2. The
ratification of Beard Miller Company LLP as the Company’s independent
registered public
accounting
firm for the fiscal year ending June 30, 2008.
|
o
|
o
|
o
|
The
Board of Directors recommends a vote “FOR” Proposal 1 and Proposal
2.
THIS
PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2. IF ANY OTHER BUSINESS IS
PRESENTED AT SUCH ANNUAL MEETING, THIS PROXY WILL BE VOTED AS DIRECTED BY A
MAJORITY OF THE BOARD OF DIRECTORS. AT THE PRESENT TIME, THE BOARD OF
DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE ANNUAL
MEETING.
THIS
PROXY IS SOLICITED BY THE BOARD OF DIRECTORS.
Should
the undersigned be present and elect to vote at the Annual Meeting or at any
adjournment thereof and after notification to the Secretary of the Company
at
the Annual Meeting of the stockholder’s decision to terminate this proxy, then
the power of said attorneys and proxies shall be deemed terminated and of no
further force and effect. This proxy may also be revoked by sending
written notice to the Secretary of the Company at the address set forth on
the
Notice of Annual Meeting of Stockholders, or by the filing of a later proxy
prior to a vote being taken on a particular proposal at the Annual
Meeting.
The
undersigned acknowledges receipt from the Company prior to the execution of
this
proxy of notice of the Annual Meeting, a proxy statement dated September 25,
2007, and audited financial statements.
Dated:
_________________________ o Check
Box
if You Plan to
Attend
Annual Meeting
_______________________________ ___________________________________
PRINT
NAME OF
STOCKHOLDER
PRINT NAME OF STOCKHOLDER
_______________________________ ___________________________________
SIGNATURE
OF
STOCKHOLDER
SIGNATURE OF STOCKHOLDER
Please
sign exactly as your name appears on this card. When signing as
attorney, executor, administrator, trustee or guardian, please give your full
title.
Please complete and date this proxy and return it
promptly
in
the enclosed postage-prepaid envelope.