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Malvern Bancorp, Inc. |
(Name of Registrant as Specified in Its Charter) |
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![](https://capedge.com/proxy/DEF 14A/0001188112-13-000011/ronaldanderson-sig.jpg)
President and Chief Executive Officer
42 East Lancaster Avenue
Paoli, Pennsylvania 19301
(610) 644-9400
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TIME | 10:00 a.m., Eastern Time, Thursday, February 7, 2013 | |||||
PLACE | Sheraton Great Valley Hotel 707 East Lancaster Avenue Frazer, Pennsylvania | |||||
ITEMS OF BUSINESS | (1) To elect two directors for a three-year term expiring in 2016, and until their successors are elected and qualified; (2) To adopt a non-binding resolution to approve the compensation of our named executive officers; (3) To consider an advisory vote on the frequency of the non-binding resolution to approve the compensation of our named executive officers; (4) To ratify the appointment of ParenteBeard LLC as our independent registered public accounting firm for the fiscal year ending September 30, 2013; and (5) To transact such other business, as may properly come before the meeting or at any adjournment thereof. We are not aware of any other such business. | |||||
RECORD DATE | Holders of Malvern Bancorp common stock of record at the close of business on December 20, 2012 are entitled to vote at the meeting. | |||||
ANNUAL REPORT | Our 2012 Annual Report is enclosed but is not a part of the proxy solicitation materials. | |||||
PROXY VOTING | It is important that your shares be represented and voted at the meeting. You can vote your shares by completing and returning the proxy card sent to you. Most shareholders whose shares are held in “street” name can also vote their shares over the Internet or by telephone. If Internet or telephone voting is available to you, voting instructions are printed on your voting instruction form. You can revoke a proxy at any time prior to its exercise at the meeting by following the instructions in the accompanying proxy statement. |
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Shirley Stanke
Corporate Secretary
January 3, 2013
TABLE OF CONTENTS
Page | ||||||
---|---|---|---|---|---|---|
About the Annual Meeting of Shareholders | 1 | |||||
Information with Respect to Nominees for Director, Continuing Directors and Executive Officers | 3 | |||||
Election of Directors (Proposal One) | 3 | |||||
Members of the Board of Directors Continuing in Office | 4 | |||||
Executive Officers Who are Not Also Directors | 5 | |||||
Director Nominations | 5 | |||||
Committees and Meetings of the Board of Directors | 6 | |||||
Board Leadership Structure and the Board’s Role in Risk Oversight | 7 | |||||
Directors’ Attendance at Annual Meetings | 7 | |||||
Directors’ Compensation | 7 | |||||
Report of the Audit Committee | 8 | |||||
Management Compensation | 9 | |||||
Summary Compensation Table | 9 | |||||
Supplemental Executive Retirement Agreements | 9 | |||||
Employees’ Savings & Profit Sharing Plan | 10 | |||||
Employee Stock Ownership Plan | 10 | |||||
Endorsement Split Dollar Insurance Agreements | 10 | |||||
Related Party Transactions | 10 | |||||
Beneficial Ownership of Common Stock by Certain Beneficial Owners and Management | 11 | |||||
Section 16(a) Beneficial Ownership Reporting Compliance | 12 | |||||
Proposal to Adopt a Non-Binding Resolution to Approve the Compensation of Our Named Executive Officers (Proposal Two) | 13 | |||||
Advisory Vote on the Frequency of the Non-Binding Resolution to Approve the Compensation of Our Named Executive Officers (Proposal Three) | 13 | |||||
Ratification of the Appointment of Our Independent Registered Public Accounting Firm (Proposal Four) | 14 | |||||
Audit Fees | 14 | |||||
Shareholder Proposals, Nominations and Communications with the Board of Directors | 15 | |||||
Annual Reports | 15 | |||||
Other Matters | 15 |
OF
MALVERN BANCORP, INC.
ABOUT THE ANNUAL MEETING OF SHAREHOLDERS
directors, the non-binding proposal to approve the compensation of our named executive officers and the advisory vote on the frequency of non-binding proposals to approve compensation of our named executive officers are not items on which brokerage firms may vote in their discretion on behalf of their clients if such clients have not furnished voting instructions within ten days of the annual meeting.
• | First, you may send a written notice to our Corporate Secretary, Ms. Shirley Stanke, Malvern Bancorp, Inc., 42 East Lancaster Avenue, Paoli, Pennsylvania 19301, in advance of the meeting stating that you would like to revoke your proxy. |
• | Second, you may complete and submit a new proxy card before the annual meeting. Any earlier proxies will be revoked automatically. |
• | Third, you may attend the annual meeting and vote in person. Any earlier proxy will be revoked. However, attending the annual meeting without voting in person will not revoke your proxy. |
INFORMATION WITH RESPECT TO NOMINEES FOR DIRECTOR,
CONTINUING DIRECTORS AND EXECUTIVE OFFICERS
Name | Age | Position with Malvern Bancorp and Principal Occupation During the Past Five Years | Director Since | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Ronald Anderson | 56 | President and Chief Executive Officer since 2008 and President and Chief Executive Officer of Malvern Federal Savings Bank since September 2002. Previously, Executive Vice President and Chief Executive Officer of Malvern Federal Savings Bank from September 2001 to September 2002. Mr. Anderson’s long service as an executive officer of Malvern Bancorp and the Bank provide the Board with a wealth of knowledge and experience and make him well qualified to serve as a Director. | 2006 | |||||||||||
F. Claire Hughes, Jr. | 68 | Chairman of the Board. Retired since January 2007. Previously Vice President, General Manager and Treasurer of Matthews Ford and President of Matthews Leasing Company, Paoli, Pennsylvania. Mr. Hughes’ business and financial experience as manager of a small business and president of a leasing company make him well qualified to serve as a director. | 2001 |
Name | Age | Position with Malvern Bancorp and Principal Occupation During the Past Five Years | Director Since | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Kristin S. Camp | 43 | Director. Partner at the law firm Buckley, Brion, McGuire & Morris LLP, West Chester, Pennsylvania, since 1996. As an attorney practicing in the Bank’s market area, Ms. Camp brings valuable legal experience to the Board. | 2007 | |||||||||||
George E. Steinmetz | 51 | Director. Owner, Matthews Paoli Ford, an automobile dealership, Paoli, Pennsylvania since 2002. Mr. Steinmetz’s background as a small business owner in the Bank’s market area position him as well qualified to serve as a Director. | 2007 | |||||||||||
Stephen P. Scartozzi | 60 | Director. President of The Hardware Center, Inc., Paoli, Pennsylvania since 2008. Mr. Scartozzi’s background as a small business owner in the Bank’s market area make him well qualified to serve as a Director. | 2010 |
Name | Age | Position with Malvern Bancorp and Principal Occupation During the Past Five Years | Director Since | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Joseph E. Palmer, Jr. | 72 | Director. Co-owner and manager of Palmer Group Properties, a real estate investment and management company located in Paoli, Pennsylvania since 1994. Mr. Palmer’s extensive experience as an owner and operator of a real estate company in the Bank’s market area position him as well qualified to serve as a Director. | 1986 | |||||||||||
Therese Woodman | 60 | Director. Township Manager of East Whiteland Township since February 2001. Ms. Woodman brings a wealth of experience to the Board with respect to local community matters, particularly in the areas of planning and development, which makes her well qualified to serve as a Director. | 2009 | |||||||||||
John B. Yerkes, Jr. | 74 | Vice Chairman of the Board. Principal and Chief Executive Officer of Yerkes Associates, Inc., consulting civil engineers, West Chester, Pennsylvania, since 1961. Mr. Yerkes’ background as a business owner and civil engineer position him as well qualified to serve as a Director. | 1975 |
Directors | Audit | Compensation | Nominating and Corporate Governance | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Camp | * | |||||||||||||
Hughes | * | ** | ||||||||||||
Palmer | * | * | ||||||||||||
Scartozzi | * | |||||||||||||
Steinmetz | ** | * | ||||||||||||
Woodman | * | |||||||||||||
Yerkes | * | ** |
* | Member |
** | Chair |
Name | Fees Earned or Paid in Cash | All Other Compensation(1) | Total | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
F. Claire Hughes, Jr. | $ | 61,040 | $ | 2,751 | $ | 63,791 | ||||||||
Kristin S. Camp | 34,920 | — | 34,920 | |||||||||||
Joseph E. Palmer, Jr. | 33,740 | 3,699 | 37,439 | |||||||||||
Stephen P. Scartozzi | 35,160 | — | 35,160 | |||||||||||
George E. Steinmetz | 35,260 | — | 35,260 | |||||||||||
Therese Woodman | 35,700 | — | 35,700 | |||||||||||
John B. Yerkes, Jr. | 39,200 | 4,242 | 43,442 |
(1) | Consists of accruals and payments under the Directors’ Retirement Plan. |
REPORT OF THE AUDIT COMMITTEE
F. Claire Hughes, Jr.
Joseph E. Palmer, Jr.
Stephen P. Scartozzi
MANAGEMENT COMPENSATION
Name and Principal Position | Fiscal Year | Salary | Bonus | All Other Compensation(1) | Total | |||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Ronald Anderson | 2012 | $ | 201,000 | $ | — | $ | 41,536 | $ | 242,536 | |||||||||||||
President and Chief Executive Officer | 2011 | 208,731 | — | 43,772 | 252,503 | |||||||||||||||||
Dennis Boyle | 2012 | 171,150 | — | 41,124 | 212,274 | |||||||||||||||||
Senior Vice President and Chief Financial | 2011 | 171,777 | — | 48,520 | 220,297 | |||||||||||||||||
Officer | ||||||||||||||||||||||
William E. Hughes, Jr. | 2012 | 134,400 | 21,609 | 156,009 | ||||||||||||||||||
Senior Vice President and | 2011 | 134,892 | — | 20,907 | 155,799 | |||||||||||||||||
Chief Lending Officer |
(1) | Includes amounts accrued under the Supplemental Executive Retirement Agreements, life insurance premiums, employer matching contributions and supplemental contributions under the Bank’s 401(k) plan, amounts allocated pursuant to the Company’s employee stock ownership plan and, in the case of Mr. Anderson, an automobile allowance. |
Amounts Paid During Year | ||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name | Year ended September 30, | Largest Principal Amount Outstanding during Year | Amount Outstanding at Year-End | Principal | Interest | Interest Rate | ||||||||||||||||||||
William E. Hughes, Jr. | 2012 | $ | 216,240 | $ | 203,740 | $ | 12,499 | $ | 9,760 | 3.250 | % | |||||||||||||||
2011 | 226,079 | 216,240 | 9,840 | 12,419 | 5.610 |
BENEFICIAL OWNERSHIP OF COMMON STOCK BY CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
Name of Beneficial Owner or Number of Persons in Group | Amount and Nature of Beneficial Ownership as of December 20, 2012(1) | Percent of Common Stock | ||||||||
---|---|---|---|---|---|---|---|---|---|---|
PL Capital, LLC (2) 20 East Jefferson Avenue, Suite 22 Naperville, Illinois 60540 | 546,248 | 8.3 | % | |||||||
Joseph Stilwell and John Stilwell(3) 26 Broadway, 23rd Floor New York, New York 10004 | 650,898 | (2) | 9.9 | |||||||
Directors and Nominees: | ||||||||||
Ronald Anderson | 16,268 | (4)(5) | * | |||||||
Kristin S. Camp | 3,182 | * | ||||||||
F. Claire Hughes, Jr. | 5,374 | * | ||||||||
Joseph E. Palmer, Jr. | 4,799 | * | ||||||||
Stephen P. Scartozzi | 2,743 | (6) | * | |||||||
George E. Steinmetz | 12,848 | (5)(7) | * | |||||||
Therese Woodman | 4,045 | * | ||||||||
John B. Yerkes, Jr. | 5,374 | * | ||||||||
Other Named Executive Officers: | �� | |||||||||
Dennis Boyle | 20,915 | (5)(8) | * | |||||||
William E. Hughes, Jr. | 16,182 | (9) | * | |||||||
All Directors, Director Nominees and Executive Officers as a Group (12 persons) | 105,065 | (10) | 1.6 | % |
* | Represents less than 1% of our outstanding common stock. |
(1) | Based upon filings made pursuant to the Securities Exchange Act of 1934 and information furnished by the respective individuals. Under regulations promulgated pursuant to the Securities Exchange Act of 1934, shares of common stock are deemed to be beneficially owned by a person if he or she directly or indirectly has or shares (i) voting power, which includes the power to vote or to direct the voting of the shares, or (ii) investment power, which includes the power to dispose or to direct the disposition of the shares. Unless otherwise indicated, the named beneficial owner has sole voting and dispositive power with respect to the shares. |
(2) | According to filings under the Exchange Act by PL Capital, LLC (“PL Capital”) and the following persons and entities (collectively, the “PL Capital Group”) which share beneficial ownership of certain of the shares: Financial Edge Fund, L.P. (“Financial Edge Fund”); Financial Edge-Strategic Fund, L.P. (“Financial Edge Strategic”); PL Capital Focused Fund, L.P. (“Focused. Fund”); PL Capital, general partner of Financial Edge Fund, Financial Edge Strategic and Focused Fund; PL Capital Advisors, LLC (“PL Capital Advisors”), the investment advisor to Financial Edge Fund, Financial Edge Strategic, Focused Fund and Goodbody/PL LP; Goodbody/PL Capital, LP (“Goodbody/PL LP”); Goodbody/PL Capital, LLC (“Goodbody/PL LLC”), general partner of Goodbody/PL LP; John W. Palmer, as managing member of PL Capital, PL Capital Advisors and Goodbody/PL LLC and individually; and Richard Lashley, individually. |
(3) | Based on information contained in the Schedule 13D, as amended, filed by Joseph Stilwell and certain affiliated entities and John Stilwell. Joseph Stilwell beneficially owns 650,898 shares of Malvern Bancorp common stock, including shares which Joseph Stilwell has shared voting and dispositive over and which are held in the names of Stilwell Value Partners VI, Stilwell Partners, Stilwell Associates and Stilwell Offshore, in Joseph Stilwell’s capacities as the general partner of Stilwell Partners and the managing and sole member of Stilwell Value LLC, which is the general partner of Stilwell Value Partners VI and Stilwell Associates, and of Stillwell Management, which is the general partner of Stilwell Offshore. Also includes 5,374 shares beneficially owned by John Stilwell, brother of Joseph Stilwell. |
(4) | Includes 13,673 shares held in the Malvern Federal Saving Bank Employees’ Savings and Profit Sharing plan (the “401(k) Plan”), and 2,595 shares allocated to Mr. Anderson’s account in the employee stock ownership plan (“ESOP”). |
(5) | Does not include 194,812 unallocated shares held in the ESOP which are voted by the ESOP trustees. |
(6) | Includes 1,743 shares held jointly by Mr. Scartozzi and his spouse. |
(7) | Includes 100 shares held by Mr. Steinmetz as custodian for his children. |
(8) | Includes 18,435 shares held in the 401(k) Plan, 322 shares held by Mr. Boyle’s children and 2,158 shares allocated to Mr. Boyle’s account in the ESOP. |
(9) | Includes 14,523 shares held in the 401(k) Plan and 1,659 shares allocated to Mr. Hughes’ account in the ESOP. |
(10) | Includes an aggregate 8,180 shares allocated to the ESOP accounts and an aggregate 50,180 shares allocated to the 401(k) Plan accounts of executive officers. |
PROPOSAL TO ADOPT A NON-BINDING RESOLUTION TO APPROVE THE
COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS (PROPOSAL TWO)
“Resolved, that the shareholders approve the compensation of the named executive officers as disclosed in this proxy statement.” |
ADVISORY VOTE ON THE FREQUENCY OF THE NON-BINDING RESOLUTION
TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
(PROPOSAL THREE)
RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM (PROPOSAL FOUR)
Year Ended September 30, | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
2012 | 2011 | ||||||||||
Audit fees (1) | $ | 145,596 | $ | 162,588 | |||||||
Audit-related fees (2) | 117,219 | — | |||||||||
Tax fees | 34,880 | 37,333 | |||||||||
All other fees | 42,955 | — | |||||||||
Total | $ | 340,650 | $ | 199,692 |
(1) | Audit fees consist of fees incurred in connection with the audit of our annual consolidated financial statements and the review of the interim consolidated financial statements included in our quarterly reports filed with the Securities and Exchange Commission, as well as work generally only the independent auditor can reasonably be expected to provide, such as statutory audits, consents and assistance with and review of documents filed with the Securities and Exchange Commission. |
(2) | Audit related fees include fees incurred in connection with the “second-step” conversion which was completed in October 2012. |
SHAREHOLDER PROPOSALS, NOMINATIONS AND COMMUNICATIONS
WITH THE BOARD OF DIRECTORS
ANNUAL REPORTS
OTHER MATTERS
REVOCABLE PROXY | ||
x Please Mark Votes As in This Example | MALVERN BANCORP, INC. |
o | FOR | o | WITHHOLD | o | FOR ALL EXCEPT |
o | FOR | o | AGAINST | o | ABSTAIN |
o | EVERY THREE YEARS | o | EVERY TWO YEARS | o | EVERY YEAR | o | ABSTAIN |
o | FOR | o | AGAINST | o | ABSTAIN |
Please be sure to date and sign this Proxy Card in the box below. | Date | ||||
Sign above |
o | Detach above card, sign, date and mail in postage paid envelope provided. Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on February 7, 2013. The proxy statement and our Annual Report on Form 10-K for the year ended September 30, 2012 as well as driving directions to the annual meeting are available on our website at www.malvernfederal.com under the “Investor Relations” tab. | o | ||
MALVERN BANCORP, INC. |
The above signed hereby acknowledges receipt of the Notice of Annual Meeting of Shareholders of Malvern Bancorp, Inc. and the accompanying Proxy Statement and Annual Report for the year ended September 30, 2012, prior to the signing of this proxy. Please sign this proxy exactly as your name(s) appear(s) on this proxy. When signing in a representative capacity, please give title. When shares are held jointly, only one holder needs to sign. PLEASE ACT PROMPTLY PLEASE COMPLETE, DATE, SIGN AND MAIL YOUR PROXY CARD PROMPTLY IN THE ENCLOSED POSTAGE PAID ENVELOPE. |
MALVERN FEDERAL SAVINGS BANK | ||
EMPLOYEES' SAVINGS AND PROFIT SHARING PLAN | ||
VOTING INSTRUCTION BALLOT | ||
____________________ | ||
x Please Mark Votes | MALVERN BANCORP, INC. | |
As in This Example | ANNUAL MEETING OF SHAREHOLDERS | |
o | FOR | o | WITHHOLD | o | FOR ALL EXCEPT |
o | FOR | o | AGAINST | o | ABSTAIN |
o | EVERY THREE YEARS | o | EVERY TWO YEARS | o | EVERY YEAR | o | ABSTAIN |
o | FOR | o | AGAINST | o | ABSTAIN |
Please be sure to date and sign this Proxy Card in the box below. | Date | ||||
Sign above |
MALVERN BANCORP, INC. | ||
EMPLOYEE STOCK OWNERSHIP PLAN | ||
VOTING INSTRUCTION BALLOT | ||
____________________ | ||
x Please Mark Votes | MALVERN BANCORP, INC. | |
As in This Example | ANNUAL MEETING OF SHAREHOLDERS | |
o | FOR | o | WITHHOLD | o | FOR ALL EXCEPT |
o | FOR | o | AGAINST | o | ABSTAIN |
o | EVERY THREE YEARS | o | EVERY TWO YEARS | o | EVERY YEAR | o | ABSTAIN |
o | FOR | o | AGAINST | o | ABSTAIN |
Please be sure to date and sign this Proxy Card in the box below. | Date | ||||
Sign above |
To: | Participants in the Malvern Federal Savings Bank Employees' Savings and Profit Sharing Plan (the "401(k) Plan") and/or Employee Stock Ownership Plan (“ESOP”) |
Re: | Instructions for voting shares of Malvern Bancorp, Inc. |
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