formdef14a09222005
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
22, 2005
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 our common stock is traded on the Nasdaq
Small Cap 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 26, 2005.
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 auditors, 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 auditors for fiscal year 2006. 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 auditors.
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/:
J.
Bruce Whittaker
J.
Bruce
Whittaker
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 26, 2005
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 26, 2005 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 two 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 auditors for the Company for the fiscal year ending June
30,
2006; and
|
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 15,
2005, 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
22, 2005
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
26, 2005
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 26, 2005, 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 22, 2005.
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 15, 2005 (the “Record Date”) are entitled to one
vote for each share then held. As of the Record Date, the Company had 4,132,206
shares of common stock issued and outstanding (exclusive of Treasury shares),
2,304,632 of which were held by Greene County Bancorp, M.H.C. (the “Mutual
Holding Company”), and 1,827,574 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.
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 four nominees proposed
by
the Board, or to WITHHOLD AUTHORITY to vote for 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
auditors, 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:
Greene
County Bancorp,
M.H.C.
2,304,632
55.8%
302
Main
Street
Catskill,
New York 12414
Greene
County Bancorp, M.H.C.
(2)
2,676,291
64.8%
and
all
Directors and Executive Officers
as
a
group (11 persons)
________________________________________
(1) 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.
(2) With
the
exception of Arthur Place, CPA, the Company’s executive officers and directors
are also executive officers and directors of Greene County Bancorp, M.H.C.
Excluding shares held by Greene County Bancorp, M.H.C., the Company’s executive
officers and directors beneficially owned an aggregate of 371,659 shares, or
9.0% of the outstanding shares.
PROPOSAL 1—ELECTION OF
DIRECTORS
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. Two Directors will be elected at the Annual Meeting.
The
Board of Directors has nominated as directors Dennis R. O’Grady and Martin C.
Smith, each to serve for a three-year period and until his successor has been
elected and qualified. Each of the nominees is currently a member of the Board
of Directors.
The
table
below sets forth certain information as of September 15, 2005 regarding the
composition of the Company’s Board of Directors, including the terms of office
of Board members. 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 recommend. 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.
|
Name
(1)
|
Age
(4)
|
Positions
Held
|
Director
Since (2)
|
Current
Term to Expire
|
Shares
of Common Stock Beneficially Owned on Record Date (3)
|
Percent
of
Class
|
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NOMINEES
|
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|
|
|
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|
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Dennis
R. O’Grady
|
65
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Director
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1981
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2005
|
51,520
(5)
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1.25%
|
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Martin
C. Smith
|
60
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Director
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1993
|
2005
|
58,631
(5)
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1.42%
|
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|
|
|
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DIRECTORS
CONTINUING IN OFFICE
|
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|
|
|
|
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J.
Bruce Whittaker
|
62
|
Director,
President and Chief Executive Officer
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1987
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2006
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92,300
(5)
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2.23%
|
|
Charles
H. Schaefer
|
53
|
Director
|
2003
|
2006
|
25,017
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0.61%
|
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Walter
H. Ingalls
|
75
|
Chairman
of the Board
|
1966
|
2007
|
11,900
(5)
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0.29%
|
|
Paul
Slutzky
|
57
|
Director
|
1992
|
2007
|
34,340
(5)
|
0.83%
|
|
David
H. Jenkins, DVM
|
54
|
Director
|
1996
|
2007
|
36,923
(5)
|
0.89%
|
|
Arthur
Place, CPA
|
62
|
Director
|
2004
|
2006
|
—
|
—
|
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|
|
|
|
|
|
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All
directors and executive officers as a group (11 persons)
|
|
|
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371,659
(6)
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8.99%
|
(1) The
mailing address for each person listed is 302 Main Street, Catskill, New York
12414. With the exception of Arthur Place, each of
the
persons listed is also a director of Greene County Bancorp, M.H.C., which owns
the majority of the Company’s issued and outstanding shares of common
stock.
(2) Except
with regard to Directors Schaefer and Place, reflects initial appointment to
the
Board of Trustees of the mutual predecessor to The Bank of Greene
County.
(3) See
definition of “beneficial ownership” in the table “Security Ownership of Certain
Beneficial Owners.”
(4) As
of
September 15, 2005.
(5) Includes
shares subject to options which are currently exercisable, as follows: Messrs.
Ingalls 4,384, Slutzky 5,400, Jenkins 3,240, O’Grady 1,080, Smith 3,240, and
Whittaker 28,800.
(6) Includes
23,226 shares of common stock allocated to the accounts of executive officers
under the ESOP and excludes the remaining 122,920 shares of common stock, or
2.97% 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
is
President and Chief Executive Officer of the Company, and has served in that
position since its formation in 1998. He is also President and Chief Executive
Officer of The Bank of Greene County (the “Bank”), and has served in that
position since 1987. 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 the
Chairman of the Board. Mr. Ingalls is retired. Prior to his retirement, Mr.
Ingalls was the President of the GNH Lumber Co., a lumber company located in
Norton Hill, New York.
Paul
Slutzky
is the
General Manager of I. & O. A. Slutzky Constr. Co., a construction company
located in Hunter, New York.
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.
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.
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. Prior to that time, Mr. Egger worked in the
retail trade.
Michelle
M. Plummer, CPA
has
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 as a Senior Accountant with KPMG LLP and as a Bank
Examiner with the Federal Reserve Bank of New York.
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.
Ownership
Reports by Officers and Directors
The
common stock of the Company is registered with the SEC pursuant to Section
12(g)
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, 2005.
Board
Independence
The
Board
of Directors has determined that, except for Mr. Whittaker and Mr. Schaefer,
each member of the Board is an “independent director” within the meaning of the
NASDAQ corporate governance listing standards. Mr. Whittaker is not considered
independent because he is an 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.
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,
2005,
the Board of Directors held twelve regular meetings and no special meetings.
No
member of the Board or any committee thereof attended fewer than 75% of said
meetings. Executive sessions of the independent directors are held on a
regularly scheduled basis, including seven during fiscal year 2005.
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,
2005.
Nominating
Committee.
The
Nominating Committee consists of Directors O’Grady, Smith, Ingalls, 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.thebankofgreenecounty.com. The Committee met one
time during the fiscal year ended June 30, 2005.
The
functions of the Nominating Committee include the following:
| · |
to
lead the search for individuals qualified to become members of the
Board
and to select director nominees to be presented for stockholder
approval;
|
| · |
to
review and monitor compliance with the requirements for board
independence;
|
| · |
to
review the committee structure and make recommendations to the Board
regarding committee membership;
|
| · |
to
develop and recommend to the Board for its approval a set of corporate
governance guidelines; and
|
| · |
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:
| · |
has
the highest personal and professional ethics and integrity and whose
values are compatible with the
Company’s;
|
| · |
has
had experiences and achievements that have given him or her the ability
to
exercise and develop good business
judgment;
|
| · |
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;
|
| · |
is
familiar with the communities in which the Company operates and/or
is
actively engaged in community
activities;
|
| · |
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
|
| · |
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.
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 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, 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 auditors 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 auditors;
|
| · |
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
auditors; and
|
| · |
reviewing
the adequacy of the audit committee
charter.
|
The
Audit
Committee met five times during the fiscal year ended June 30, 2005. 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.thebankofgreenecounty.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.
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,
2005;
|
| |
•
|
Discussed
with the independent auditors 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 auditors
required by Independence Standards Board Standard No. 1, Independence
Discussions with Audit Committees,
and has discussed with the independent auditors their independence.
In
addition, the Audit Committee approved the appointment of Beard Miller
Company LLP as the Company’s independent auditors for the fiscal year
ending June 30, 2006, 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, 2005.
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:
Walter H. Ingalls
David
H.
Jenkins, DVM
Dennis
R.
O’Grady
Arthur
Place, CPA
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.thebankofgreenecounty.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
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.
Directors’
Compensation
Directors
of The Bank of Greene County (other than the Chairman) receive an annual
retainer of $18,000 and a fee of $1,000 per Board meeting. The Chairman receives
an annual retainer of $21,000 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 year ended
June 30, 2005, the Bank paid a total of $185,000 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
(reflective of 2-for-1 stock split effective May 31, 2005) shares of common
stock. 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 (reflective of 2-for-1 stock split
effective May 31, 2005) shares of common stock 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.
Executive
Compensation
The
following table sets forth for the years ended June 30, 2005, 2004 and 2003,
certain information as to the total remuneration paid by the Company to Mr.
Whittaker, the Company’s President and Chief Executive Officer; Mr. Egger, the
Company’s Senior Vice President and Secretary; and Mrs. Plummer, the Company’s
Chief Financial Officer and Treasurer. These are the only officers with cash
based compensation in excess of $100,000 during the year ended June 30,
2005.
|
SUMMARY
COMPENSATION TABLE
|
|
Name
and Principal Position
|
Fiscal
Years Ended June 30,
|
Annual
Compensation(1)
|
Long-Term
Compensation
Awards
|
All
Other
Compensation
$(2)
|
|
Salary
($)
|
Bonus
($)
|
Other
Annual Compensation ($)
|
Restricted
Stock Award(s) ($)
|
Options/
SARs (#)(3)
|
Payouts
|
|
J.
Bruce Whittaker, President and Chief Executive Officer
|
2005
2004
2003
|
217,500
202,500
190,000
|
25,200
15,600
—
|
—
—
—
|
—
—
—
|
—
—
—
|
—
—
—
|
7,516
7,200
6,800
|
|
Bruce
P. Egger, Senior Vice President
|
2005
2004
|
102,500
97,750
|
12,000
7,640
|
—
—
|
—
—
|
—
—
|
—
—
|
4,651
4,500
|
|
Michelle
Plummer, Chief Financial Officer and Treasurer
|
2005
2004
|
105,000
96,500
|
12,000
7,440
|
—
—
|
—
—
|
—
—
|
—
—
|
4,726
4,400
|
(1) The
Bank
also provides each qualifying employee, including Mr. Whittaker, life insurance
equal to twice the employee’s salary. The aggregate value of this benefit to Mr.
Whittaker did not exceed the lesser of $50,000 or 10% of the total annual salary
and bonus reported for such officer. The maximum benefit to be received is
$130,000.
(2) Consists
of the Bank’s contribution to the Bank’s 401(k) Plan and reimbursement of social
security and medicare tax associated with MRP shares on behalf of Mr. Whittaker,
Mr. Egger and Mrs. Plummer.
(3) The
options held by Mr. Whittaker, Mr. Egger and Mrs. Plummer vested in equal
installments at the rate of 20% per year from the date of grant. The exercise
price of such options is $3.9375 (the fair market value of the underlying shares
on the date of grant adjusted for the 2-for-1 stock split effective May 31,
2005).
Benefits
Employment
Agreement.
The
Bank has entered into an employment agreement with its President and Chief
Executive Officer, J. Bruce Whittaker. The agreement has a term of 36 months.
On
each anniversary date, the agreement may be extended for an additional twelve
months, so that the remaining term will be 36 months. If the agreement is not
renewed, the agreement will expire 36 months following the anniversary date.
Under the agreement, the current Base Salary for Mr. Whittaker (as defined
in
the agreement) is $225,000. The Base Salary may be increased but not decreased.
In addition to the Base Salary, the agreement provides 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 will
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 will survive the termination or expiration
of
the agreement, will cease upon Mr. Whittaker’s attainment of age 65. The
agreement provides for termination by the Bank for cause at any time. In the
event the Bank terminates the executive’s employment for reasons other than
disability, retirement, or for cause, or in the event of the executive’s
resignation from the Bank (such resignation to occur within the period or
periods set forth in the employment agreement) upon (i) failure to re-elect
the
executive to his current offices, (ii) a material change in the executive’s
functions, duties or responsibilities, or relocation of his principal place
of
employment by more than 30 miles, (iii) liquidation or dissolution of the Bank
or the Company, (iv) a breach of the agreement by the Bank, or (v) following
a
change in control of the Bank or the Company, the executive, or in the event
of
death, his beneficiary, would be entitled to severance pay in an amount equal
to
three times the highest Base Salary and the highest bonus paid during any of
the
last three years. Mr. Whittaker would receive an aggregate of $700,200 pursuant
to his employment agreement upon a change in control of the Bank or the Company,
based upon his current level of compensation. The Bank would also continue
the
executive’s life, dental and disability coverage for 36 months from the date of
termination, and would continue his health coverage until Mr. Whittaker attains
age 65 (as discussed above). In the event the payments to the executive would
include an “excess parachute payment” as defined by Code Section 280G (relating
to payments made in connection with a change in control), the payments would
be
reduced in order to avoid having an excess parachute payment.
Under
the
agreement, the executive’s employment may be terminated upon his retirement in
accordance with any retirement policy established on behalf of the executive
and
with his consent. Upon the executive’s retirement, he will be entitled to all
benefits available to him under any retirement or other benefit plan maintained
by the Bank. 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 him his Base Salary for the remaining term of the agreement
or
one year, whichever is longer, reduced by any benefits paid to the executive
pursuant to any disability insurance policy or similar arrangement maintained
by
the Bank. In the event of the executive’s death, the Bank will pay his Base
Salary to his named beneficiaries for one year following his death, and will
also continue medical, dental, and other benefits to his family for one year.
The employment agreement provides that, following his termination of employment,
the executive will not compete with the Bank for a period of one
year.
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%. The Bank will make a matching contribution equal to 50% of
a
member’s contributions on up to 6% of a member’s compensation after one year of
continuous service. 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, 2004, the market value of the Plan trust fund was approximately
$2.6 million. The total contribution (i.e., both the employee and Bank
contributions) to the Plan for the Plan year ended December 31, 2004, was
approximately $293,000.
Defined
Benefit Pension Plan.
The Bank
maintains the Financial Institutions Retirement Fund, which is a qualified,
tax-exempt defined benefit plan (the “Retirement Plan”). 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 are 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 2003,
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, 2005, Mr. J. Bruce Whittaker, Mr. Bruce P. Egger and Mrs. Michelle
Plummer had 33 years, 29 years and 5 years of credited service
(i.e.,
benefit service), respectively, under the Retirement Plan.
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 146,146 shares as of June 30, 2005 (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 Plan 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 (reflective of the 2-for-1 stock split effective on May 31,
2005) shares of common stock. 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.
Set
forth
below is information relating to options granted under the Stock Option Plan
to
the named executive officers during the year ended June 30, 2005.
|
OPTION
GRANTS IN LAST FISCAL YEAR
|
|
Individual
Grants
|
|
Name
|
Options
Granted
|
Percent
of Total Options Granted to Employees in FY 2004
|
Exercise
or Base Price
|
Expiration
Date
|
Grant
Date Present Value
|
|
J.
Bruce Whittaker
|
—
|
N/A
|
N/A
|
N/A
|
N/A
|
|
Bruce
P. Egger
|
—
|
N/A
|
N/A
|
N/A
|
N/A
|
|
Michelle
Plummer
|
—
|
N/A
|
N/A
|
N/A
|
N/A
|
Set
forth
below is certain information concerning options outstanding to the named
executive officers at June 30, 2005.
|
AGGREGATED
OPTION EXERCISES IN LAST FISCAL YEAR AND
FISCAL
YEAR-END OPTION VALUES
|
|
Name
|
Shares
Acquired
Upon
Exercise
|
Value
Realized
|
Number
of Unexercised
Options
at
Fiscal
Year-End
|
Value
of Unexercised In-The-Money Options at Year-End (1)
|
|
Exercisable/Unexercisable
(#)
|
Exercisable/Unexercisable
($)
|
|
J.
Bruce Whittaker
|
N/A
|
$
N/A
|
28,800/—
|
$399,528/$—
|
|
Bruce
P. Egger
|
N/A
|
$
N/A
|
12,000/—
|
$166,470/$—
|
|
Michelle
Plummer
|
N/A
|
$
N/A
|
12,000/—
|
$166,470/$—
|
____________________________________
|
(1)
|
Equals
the difference between the aggregate exercise price of such options
and
the aggregate fair market value of the shares of common stock that
would
be received upon exercise, assuming such exercise occurred on June
30,
2005, at which date the most recent sales price of the common stock
as
reported on the Nasdaq SmallCap Market was
$17.81.
|
Transactions
with Certain Related Persons
All
transactions between the Company and its executive officers, directors, holders
of 10% or more of the shares of its common stock and affiliates thereof, are
on
terms no less favorable to the Company than could have been obtained by it
in
arm’s-length negotiations with unaffiliated persons. Such transactions must be
approved by a majority of the independent directors of the Company not having
any interest in the transaction.
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 FDIC and is
subject to the insider lending restrictions of the Federal Reserve Act. All
loans to the Bank’s directors and officers are made in conformity with the
Federal Reserve Act and applicable regulations.
PROPOSAL 2—RATIFICATION OF
APPOINTMENT OF
AUDITORS
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 auditors for the 2006 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, 2006. 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.
On
August
16, 2005, the Audit Committee approved the dismissal of PricewaterhouseCoopers
LLP as the Company’s independent registered public accounting firm, upon
completion of services related to the audit of the June 30, 2005 financial
statements. Also on August 16, 2005, the Audit Committee of the Company engaged
Beard Miller Company LLP as the Company’s new independent registered public
accounting firm for fiscal year 2006. During the two fiscal years ended June
30,
2005 and 2004 and through the date of the dismissal of PricewaterhouseCoopers
LLP, the Company did not consult with Beard Miller Company LLP regarding any
matters described in Item 304(a)(2)(i) or (ii) of Regulation S-K.
The
audit
reports of PricewaterhouseCoopers LLP on the financial statements of the Company
for the years ended June 30, 2005 and 2004 did not contain an adverse opinion
or
disclaimer of opinion, nor were the reports qualified or modified as to
uncertainty, audit scope or accounting principles. During the fiscal years
ended
June 30, 2005 and 2004, there were no disagreements with PricewaterhouseCoopers
LLP on any matter of accounting principles or practices, financial statement
disclosure or auditing scope or procedure, which disagreements, if not resolved
to PricewaterhouseCoopers LLP 's satisfaction, would have caused
PricewaterhouseCoopers LLP to make reference to the subject matter of the
disagreements in connection with its reports, nor, during the two fiscal years
ended June 30, 2005 and 2004 were there any other reportable events which would
otherwise require disclosure under SEC Regulation S-K Item
304(a)(1)(v).
Set
forth
below is certain information concerning aggregate fees billed by
PricewaterhouseCoopers LLP for professional services rendered during fiscal
years 2005 and 2004. The Company was not billed by Beard Miller Company LLP
for
professional services rendered during fiscal years 2005 and 2004.
Audit
Fees.
During
the past two fiscal years the fees billed for professional services rendered
by
PricewaterhouseCoopers LLP for the audit of the Company’s annual financial
statements and for the review of the Company’s Forms 10-QSB were $95,650 for
2005 and $83,400 for 2004.
Audit-Related
Fees.
During
the past two fiscal years there were no aggregate fees billed for professional
services by PricewaterhouseCoopers LLP that are reasonably related to the
performance of the audit.
Tax
Fees.
During
the past two fiscal years the fees billed for professional services by
PricewaterhouseCoopers LLP for tax services were $17,300 for 2005 and $18,200
for 2004.
All
Other Fees.
There
were no aggregate fees billed to the Company by PricewaterhouseCoopers LLP
that
are not described above during the past two fiscal years.
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 2005 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 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
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 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. 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 auditors
for the 2006 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 Board of Directors recommends a vote “FOR” the ratification of
Beard Miller Company LLP, as independent auditors for the 2006 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, 302 Main Street, Catskill,
New York 12414, no later than May 25, 2006. 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, 2006. Accordingly, advance written notice of business or nominations
to the Board of Directors to be brought before the 2006 Annual Meeting of
Stockholders must be made in writing and delivered to the Secretary of the
Company no later than July 25, 2006.
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 2005 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, 2005, 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., 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
22, 2005
REVOCABLE
PROXY
GREENE
COUNTY BANCORP, INC.
ANNUAL
MEETING OF STOCKHOLDERS
October
26, 2005
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 26, 2005, 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
a three-year term.
Dennis
R. O’Grady
Martin
C. Smith
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
auditors for the fiscal year ending June 30, 2006.
|
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 22,
2005, 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.