SCHEDULE 14A INFORMATION
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Seneca-Cayuga Bancorp, Inc.
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(Name of Registrant as Specified In Its Charter)
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2) Aggregate number of securities to which transaction applies:
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previously. Identify the previous filing by registration statement number, or
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[SENECA FALLS LOGO]
April 20, 2009
Dear Stockholder:
We cordially invite you to attend the Annual Meeting of Stockholders of
Seneca-Cayuga Bancorp, Inc., the parent company of Seneca Falls Savings Bank.
The Annual Meeting will be held at Seneca Falls Community Center, located at 35
Water Street, Seneca Falls, New York 13148 at 3:00 p.m. (New York time) on
Thursday, May 21, 2009.
The enclosed Notice of Annual Meeting and Proxy Statement describes the formal
business to be transacted. During the Annual Meeting we will also report on the
operations of Seneca-Cayuga Bancorp, Inc. Our directors and officers, as well as
a representative of our independent registered public auditing firm, will be
present to respond to any questions that stockholders may have.
The business to be conducted at the Annual Meeting includes the election of
three directors and the ratification of the appointment of Beard Miller Company
LLP as our independent registered public auditing firm for the year ending
December 31, 2009.
Our Board of Directors has determined that the matters to be considered at the
Annual Meeting are in the best interests of Seneca-Cayuga Bancorp, Inc. and its
stockholders. For the reasons set forth in the Proxy Statement, the Board of
Directors unanimously recommends a vote "FOR" each matter to be considered.
Also enclosed for your review is our Annual Report on Form 10-K for the year
ended December 31, 2008, which contains detailed information concerning our
activities and operating performance. On behalf of the Board of Directors,
please take a moment now to complete, sign, date and return the proxy card in
the postage-paid envelope provided. Voting in advance of the Annual Meeting will
not prevent you from voting in person, but will assure that your vote is counted
if you are unable to attend the Annual Meeting.
Sincerely,
/s/ Menzo Case
Menzo Case
President and Chief Executive Officer
SENECA-CAYUGA BANCORP, INC.
19 Cayuga Street
Seneca Falls, New York 13148
(315) 568-5855
NOTICE OF
2009 ANNUAL MEETING OF STOCKHOLDERS
To Be Held On May 21, 2009
Notice is hereby given that the 2009 Annual Meeting of Stockholders of
Seneca-Cayuga Bancorp, Inc. will be held at Seneca Falls Community Center,
located at 35 Water Street, Seneca Falls, New York 13148 at 3:00 p.m. (New York
time) on Thursday, May 21, 2009.
A Proxy Card and a Proxy Statement for the Meeting are enclosed.
The Meeting is for the purpose of considering and acting upon:
1. The election of three directors of Seneca-Cayuga Bancorp, Inc.;
2. The ratification of the appointment of Beard Miller Company LLP as the
independent registered public auditing firm for Seneca-Cayuga Bancorp,
Inc. for the year ending December 31, 2009; and
such other matters as may properly come before the Meeting, or any adjournments
thereof. The Board of Directors is not aware of any other business to come
before the Meeting.
Any action may be taken on the foregoing proposals at the Meeting on the
date specified above, or on any date or dates to which the Meeting may be
adjourned. Stockholders of record at the close of business on April 9, 2009 are
the stockholders entitled to vote at the Meeting, and any adjournments thereof.
EVEN IF YOU DO NOT PLAN TO ATTEND THE MEETING, YOU MAY CHOOSE TO VOTE YOUR
SHARES BY SIGNING, DATING AND RETURNING THE ENCLOSED PROXY CARD WITHOUT DELAY IN
THE ENCLOSED POSTAGE-PAID ENVELOPE. ANY PROXY THAT YOU GIVE MAY BE REVOKED AT
ANY TIME BEFORE IT IS EXERCISED. YOU MAY REVOKE A PROXY BY FILING WITH THE
SECRETARY OF SENECA-CAYUGA BANCORP, INC. A WRITTEN REVOCATION OR A DULY EXECUTED
PROXY BEARING A LATER DATE. IF YOU ATTEND THE MEETING YOU MAY REVOKE YOUR PROXY
AND VOTE PERSONALLY ON EACH MATTER BROUGHT BEFORE THE MEETING. HOWEVER, IF YOUR
SHARES ARE NOT REGISTERED IN YOUR NAME, YOU WILL NEED ADDITIONAL DOCUMENTATION
FROM THE RECORD HOLDER TO VOTE PERSONALLY AT THE MEETING.
Our proxy statement, Annual Report Form 10-K and proxy card are available
at http://www.cfpproxy.com/6042.
By Order of the Board of Directors
/s/ Bonnie L. Morlang
Bonnie L. Morlang
Corporate Secretary
Seneca Falls, New York
April 20, 2009
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A SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS
REQUIRED IF MAILED WITHIN THE UNITED STATES.
- --------------------------------------------------------------------------------
Proxy Statement
SENECA-CAYUGA BANCORP, INC.
19 Cayuga Street
Seneca Falls, New York 13148
(315) 568-5855
2009 ANNUAL MEETING OF STOCKHOLDERS
May 21, 2009
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of Seneca-Cayuga Bancorp, Inc. to be
used at the Annual Meeting of Stockholders of Seneca-Cayuga Bancorp, Inc., which
will be held at Seneca Falls Community Center, located at 35 Water Street,
Seneca Falls, New York 13148 at 3:00 p.m. (New York time) on Thursday, May 21,
2009, 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 April 22, 2009.
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 our Board of Directors will
be voted in accordance with the directions given thereon. You may vote by
signing and returning your Proxy Card to Seneca-Cayuga Bancorp, Inc. Proxies
received by Seneca-Cayuga Bancorp, Inc. that are signed, but contain no
instructions for voting, will be voted "FOR" the proposals set forth in this
Proxy Statement for consideration at the annual meeting.
Proxies may be revoked by sending written notice of revocation to the
Secretary of Seneca-Cayuga Bancorp, Inc., Bonnie L. Morlang, at the address
shown above, by returning a duly executed proxy bearing a later date by mail, as
described on your Proxy Card, or by voting in person at the annual meeting. The
presence at the annual meeting of any stockholder who had given 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 Seneca-Cayuga Bancorp, Inc. prior to the voting of such proxy.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Holders of record of our shares of common stock, par value $0.01 per share,
as of the close of business on April 9, 2009 are entitled to one vote for each
share then held. As of April 9, 2009, there were 2,336,300 shares of common
stock issued and outstanding. The presence in person or by proxy of a majority
of the outstanding shares of common stock 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.
As to the election of directors, the Proxy Card being provided by the Board
of Directors enables a stockholder to vote FOR ALL NOMINEES proposed by the
Board, to WITHHOLD AUTHORITY FOR ALL NOMINEES 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
the authority to vote for the nominees being proposed is withheld.
As to the ratification of the appointment of Beard Miller Company LLP as
our independent registered public auditing 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 such ratification. The affirmative
vote of a majority of the shares cast at the annual meeting without regard to
either broker non-votes or shares as to which the "ABSTAIN" box has been
selected on the proxy card, is required for the ratification of Beard Miller
Company LLP as the independent registered public accounting firm for the year
ending December 31, 2009.
3
We anticipate that Seneca Falls Savings Bank, MHC, our majority
stockholder, will vote all of its shares in favor of all the matters set forth
above including the Board's nominees for election of directors. If Seneca Falls
Savings Bank, MHC votes all of its shares in favor of each proposal and the
election of each of the Board's nominees, the approval of each proposal would be
assured.
Persons and groups who beneficially own in excess of 5% of our shares of
common stock are required to file certain reports with the Securities and
Exchange Commission regarding such ownership pursuant to the Securities Exchange
Act of 1934. The following table sets forth, as of April 9, 2009, the shares of
our common stock beneficially owned by each person known to us who was the
beneficial owner of more than 5% of the outstanding shares of our common stock.
Amount of Shares
Owned and Nature Percent of Shares
Name and Address of of Beneficial of Common Stock
Beneficial Owners Ownership (1) Outstanding
Seneca Falls Savings Bank, MHC 1,309,275 56.0%
19 Cayuga Street
Seneca Falls, New York 13148
Seneca Falls Savings Bank, MHC, 1,446,098 61.9%
and all of our directors and
executive officers as a group
11 directors and officers) (2)
- -----------------------------
(1) In accordance with Rule 13d-3 under the Securities Exchange Act of
1934, a person is deemed to be the beneficial owner for purposes of
this table, of any 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 date
as of which beneficial ownership is being determined. As used herein,
"voting power" is the power to vote or direct the voting of shares and
"investment power" is the power to dispose or direct the disposition
of shares, and 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 or investment power.
(2) Includes shares of common stock held by Seneca Falls Savings Bank,
MHC, of which our executive officers and directors are also executive
officers and directors. Excluding shares of common stock held by
Seneca Falls Savings Bank, MHC, our executive officers and directors
owned 136,823 shares of common stock, or 5.9% of the outstanding
shares.
PROPOSAL I -- ELECTION OF DIRECTORS
Our Board of Directors consists of ten members. Our bylaws provide that
approximately one-third of the directors are to be elected annually. Our
directors are generally elected to serve for a three-year period, or a shorter
period if the director is elected to fill a vacancy, and until their respective
successors shall have been elected and shall qualify. Three directors will be
elected at the annual meeting and will serve until their successors have been
elected and qualified. The Nominating/Governance Committee has nominated
Bradford M. Jones, Dr. Frank Nicchi and Gerald Macaluso to serve as directors
for three-year terms. All three nominees are currently members of the Board of
Directors.
The table below sets forth certain information as of April 9, 2009
regarding the composition of our 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
the nominee) will be voted at the annual meeting for the election of the
nominees identified below. If the nominees are 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 might be unable to serve,
if elected. Except as indicated herein, there are no arrangements or
understandings between the nominees and any other person pursuant to which such
nominees were selected. None of the shares beneficially owned by directors,
executive officers or nominees to the board of directors have been pledged as
security or collateral for any loans.
4
Shares of
Positions Common Stock
Held in Seneca-Cayuga Director Current Term Beneficially Percent
Name (1) Age Bancorp, Inc. Since (2) to Expire Owned (3) of Class
- ------------------------- --------- ---------------------- ------------ ------------- ---------------- -----------
NOMINEES
Bradford M. Jones 56 Vice Chairman of the 1996 2009 6,200 *
Board of Directors
Dr. Frank Nicchi 56 Director 2006 2009 -- *
Gerald Macaluso 56 Director 2004 2009 1,000 *
DIRECTORS CONTINUING IN OFFICE
Robert E. Kernan, Jr. 66 Chairman 1991 2010 18,518(4) *
Marilyn Bero 71 Director 2002 2010 3,000 *
Dr. Herbert R. Holden 67 Director 1999 2010 10,000(5) *
Dr. August P. Sinicropi 60 Director 1993 2011 11,055(6) *
Vincent P. Sinicropi 53 Director 1999 2011 11,800(7) *
David Swenson 62 Director 2002 2011 13,445(8) *
Menzo D. Case 45 President and Chief 2008 2011 27,040(9) 1.2%
Executive Officer
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
Robert F. Eberele 62 Executive Vice President 6,730(10) *
Bonnie Morlang 55 Senior Vice President and Chief Accounting Officer 5,504(1)(1) *
Robert Rosenkrans 61 Managing Officer, Seneca-Cayuga Personal Services, 22,531(1(2) *
LLC
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* Less than 1%.
(1) The mailing address for each person listed is 19 Cayuga Street, Seneca
Falls, New York 13148.
(2) Reflects initial appointment to the Board of Directors of Seneca Falls
Savings Bank. Each director of Seneca-Cayuga Bancorp, Inc. is also a
director of Seneca Falls Savings Bank, MHC, which owns the majority of
the issued and outstanding shares of common stock.
(3) As of April 9, 2009. See definition of "beneficial ownership" in the
table in "Voting Securities and Principal Holders Thereof."
(4) Includes 17,202 shares held in Mr. Kernan's 401(k) and 1,316 shares
held in Mr. Kernan's employee stock ownership plan account.
(5) All 10,000 shares are held in Dr. Holden's individual retirement
account.
(6) Includes 11,005 shares held in Dr. A. Sinicropi's individual
retirement account and 50 shares held by Dr. A. Sinicropi's daughter.
(7) All 11,800 shares are held in Mr. V. Sinicropi's individual retirement
account.
(8) Includes 12,220 shares held in Mr. Swenson's individual retirement
account and 1,225 shares held in the individual retirement account of
Mr. Swensen's spouse.
(9) Includes 16,500 shares held in a trust managed by Mr. Case; 7,044
shares held in Mr. Case's 401(k); 1,216 shares held in Mr. Case's
employee stock ownership plan; 1,500 shares held in Mr. Case's
individual retirement account; 150 shares held by Mr. Case's children;
and 630 shares held in the individual retirement account of Mr. Case's
spouse.
(10) Includes 5,000 shares held in Mr. Eberle's individual retirement
account; 883 shares held in Mr. Eberle's employee stock ownership plan
account; 647 shares held in Mr. Eberle's 401(k) account; and 200
shares held in the name of Mr. Eberle's grandchildren.
(11) Includes 4,557 shares held in Ms. Morlang's 401(k) account; 597 shares
held in Ms. Morlang's employee stock ownership plan account; and 350
shares held by Ms. Morlang's spouse.
(12) Includes 20,275 shares held in Mr. Rosenkrans' individual retirement
account; 981 shares held in Mr. Rosenkrans' employee stock ownership
plan; and 1,275 shares held by Mr. Rosenkrans' spouse.
5
Directors
Bradford M. Jones. Mr. Jones retired as the Plant Manager for ITT Goulds
Pumps - Auburn Operations in 2007, with which he was employed since 1975. He is
also a former mayor of the Village of Seneca Falls.
Dr. Frank Nicchi. Dr. Nicchi became President of the New York Chiropractic
College in Seneca Falls, New York in 2000 and currently serves the College in
that capacity.
Gerald Macaluso. Mr. Macaluso is currently employed as the Superintendent
for the Seneca Falls Central School District, a position he has held since 1998.
Robert E. Kernan, Jr. Mr. Kernan served as President and Chief Executive
Officer of Seneca Falls Savings Bank from 1991 until his retirement as President
effective January 1, 2008. He continued to serve as Chief Executive Officer
until July 1, 2008. He is currently Chairman of the Board. He previously held
the position of Vice President, Treasurer and Chief Financial Officer from
1988-1991. Prior to joining the Seneca Falls Savings Bank he was Vice President
and General Manager of Northeastern Computer Services, Inc. of Syracuse, New
York.
Marilyn Bero. Mrs. Bero was elected to the Seneca Falls Savings Bank board
in 2001 and serves as a member of the Board of Directors of the National Women's
Hall of Fame.
Dr. Herbert R. Holden. Dr. Holden is a retired veterinarian. Dr. Holden
retired and sold the Seneca Falls Veterinary Hospital in 2006 which he had owned
since 1969.
Dr. August P. Sinicropi. Dr. Sinicropi is an optometrist and has owned his
own private practice in Seneca Falls, New York since 1971. Dr. Sinicropi is the
brother of Director Vincent P. Sinicropi.
Vincent P. Sinicropi. Mr. Sinicropi is partner in the CPA firm of Sinicropi
& Healy, LLP which offices are located in Seneca Falls, Geneva and Newark, New
York. Mr. Sinicropi has been with Sinicropi & Healy, LLP for over 13 years. Mr.
Sinicropi is the brother of Director Dr. August P. Sinicropi.
David Swenson. Mr. Swenson is a retired general contractor, having founded
Swenson Sales in 1999, and is a member of the Board of Directors of the United
Way of Seneca County.
Menzo D. Case. Mr. Case has served as Chief Executive Officer of
Seneca-Cayuga Bancorp, Inc. and Seneca Falls Savings Bank since July 1, 2008.
Mr. Case was named President of Seneca-Cayuga Bancorp, Inc. and Seneca Falls
Savings Bank effective January 1, 2008, after having served as Executive Vice
President and Chief Financial Officer since 2002. Mr. Case was originally hired
as the Bank's Treasurer and Chief Financial Officer in 1999. Prior to joining
the Bank, Mr. Case served as the Executive Vice President and Chief Financial
Officer of Adirondack Financial Services Bancorp, Inc., a savings and loan
holding company located in Gloversville, New York.
Executive Officer Who Are Not Directors
Robert F. Eberle. Since 2008, Mr. Eberle has served as our Executive Vice
President. Prior to this appointment, since 2003, Mr. Eberle served as our
Operations and Compliance Officer.
Bonnie Morlang. Ms. Morlang serves as Senior Vice President-Chief
Accounting Officer. Ms. Morlang has been employed by Seneca Falls Savings Bank
since 1976, most recently serving as Vice President and Treasurer.
Robert Rosenkrans. Mr. Rosenkrans is the managing officer of Seneca-Cayuga
Personal Services, LLC and was previously the sole proprietor of Royce &
Rosenkrans, Inc., which was acquired by Seneca Falls Savings Bank in October
2001.
6
Board Independence
The Board of Directors has determined that all Directors except Mr. Kernan
and Mr. Case are each "independent" within the meaning of the NASDAQ Stock
Market corporate governance listing standards.
Meetings and Committees of the Board of Directors
The business of Seneca-Cayuga Bancorp, Inc. is conducted at regular and
special meetings of the full Board and its standing committees. In addition, our
independent directors meet from time to time in executive sessions without
management present. The standing committees consist of the Audit,
Nominating/Governance and Compensation Committees. During the year ended
December 31, 2008, the Board of Directors met at 12 regular meetings and four
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 or she has been a
director); and (ii) the total number of meetings held by all committees of the
board on which he or she served (during the periods that he or she served).
Audit Committee
The Audit Committee consists of Directors V. Sinicropi (Chair), Jones,
Holden and Swenson. Each member of the Audit Committee is "independent" as
defined in the NASDAQ Stock Market corporate governance listing standards and
under Securities and Exchange Commission Rule 10A-3. The Board of Directors has
determined that director V. Sinicropi qualifies as an "audit committee financial
expert" as that term is used in the rules and regulations of the Securities and
Exchange Commission. Our Board of Directors has adopted a written charter for
the Audit Committee, which is available on our website at
http://www.senecafallssavings.com. The Audit Committee met five times during the
year ended December 31, 2008.
The duties and responsibilities of the Audit Committee include, among other
things:
o retaining, overseeing and evaluating an independent registered public
auditing firm to audit our annual financial statements;
o overseeing our external financial reporting processes;
o approving all engagements for audit and non-audit services by the
independent registered public auditing firm;
o reviewing the audited financial statements with management and the
independent registered public auditing firm;
o considering whether certain relationships with our independent
registered public auditing firm and the provision by our independent
registered public auditing firm of services not related to the annual
audit and quarterly reviews is consistent with maintaining our
independent registered public auditing firm's independence;
o overseeing the internal audit staff and reviewing management's
administration of the system of internal accounting controls; and
o conducting an annual performance evaluation of the Committee and
annually reviewing the adequacy of its charter.
Audit Committee Report
The Audit Committee has issued a report that states as follows:
7
o We have reviewed and discussed with management our audited
consolidated financial statements for the year ended December 31,
2008;
o We have discussed with the independent registered public auditing firm
the matters required to be discussed by Statement on Auditing
Standards No. 61, as amended; and
o The Audit Committee received the written disclosures and the letter
from the independent auditor required by applicable requirements of
the Public Company Accounting Oversight Board regarding the
independent auditor's communications with the audit committee
concerning independence, and discussed with the independent auditor
the independent auditor's independence.
Based on the review and discussions referred to above, the Audit Committee
recommended to the Board of Directors that the above referenced audited
consolidated financial statements be included in our Annual Report on Form 10-K
for the year ended December 31, 2008 for filing with the Securities and Exchange
Commission.
This report has been provided by the Audit Committee, which consists of
Directors V. Sinicropi (Chair), Jones, Holden and Swenson.
Nominating/Governance Committee
The Nominating/Governance Committee consists of Directors Jones, Bero, A.
Sinicropi and Swenson. Each member of the Nominating/Governance Committee is
considered "independent" as defined in the NASDAQ Stock Market corporate
governance listing standards. Our Board of Directors has adopted a written
charter for the Nominating/Governance Committee, which is available on our
website at http://www.senecafallssavings.com. The Nominating/Governance
Committee met two times during the year ended December 31, 2008.
The functions of the Nominating/Governance Committee include the following:
o leading the search for individuals qualified to become members of the
Board of Directors and selecting director nominees to be presented for
stockholder approval;
o developing and recommending to the Board of Directors standards for
the selection of individuals to be considered for election or
re-election to the Board of Directors;
o adopting procedures and considering the submission of recommendations
by stockholders for nominees for the Board of Directors;
o reviewing the structure and performance of the Board of Directors and
its committees and making recommendations with respect to the Board of
Directors and its committees, including size and composition; and
o making recommendations regarding developing corporate governance
guidelines.
The Nominating/Governance 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 our
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. We will also consider the
possible impact of adding new directors on the overall smooth functioning of the
Board. Accordingly, the Committee may choose not to consider an unsolicited
recommendation if no vacancy exists on the Board and the Committee does not
perceive a need to increase the size, or change the composition, of the Board.
The Committee is authorized by its charter to engage a third party to
assist in the identification of director nominees, if it chooses to do so. When
outside director candidates are considered, the Nominating/Governance Committee
would seek a candidate who, at a minimum, satisfies the following criteria:
8
o the highest personal and professional ethics and integrity and whose
values are compatible with our values;
o experience and achievements that have given them the ability to
exercise and develop good business judgment;
o a willingness to devote the necessary time to the work of the Board
and its committees, which includes being available for Board and
committee meetings;
o a familiarity with the communities in which we operate and/or is
actively engaged in community activities;
o involvement in other activities or interests that do not create a
conflict with their responsibilities to Seneca-Cayuga Bancorp, Inc.
and its stockholders; and
o the capacity and desire to represent the balanced, best interests of
our stockholders as a group, and not primarily a special interest
group or constituency.
The Nominating/Governance Committee will also take into account whether a
candidate satisfies the criteria for "independence" under the NASDAQ Stock
Market corporate governance listing standards.
Procedures for the Recommendation of Director Nominees by Stockholders. The
Nominating/Governance 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 of Directors, the Nominating/Governance
Committee will consider candidates submitted by our stockholders. Stockholders
can submit the names of qualified candidates for Director by writing to us at 19
Cayuga Street, Seneca Falls, New York 13148, Attention: Chairman,
Nominating/Governance Committee. The deadline for submissions is one hundred and
twenty (120) days prior to the date of our proxy materials for the preceding
year's annual meeting. The submission must include the following information:
o a statement that the writer is a stockholder and is proposing a
candidate for consideration by the Committee;
o the name and address of the stockholder as they appear on our books,
and number of shares of our 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);
o the name, address and contact information for the candidate, and the
number of shares of our common stock that are owned by the candidate
(if the candidate is not a holder of record, appropriate evidence of
the stockholder's ownership should be provided);
o a statement of the candidate's business and educational experience;
o such other information regarding the candidate as would be required to
be included in the proxy statement pursuant to Securities and Exchange
Commission Regulation 14A;
o a statement detailing any relationship between the candidate and any
customer, supplier or competitor of Seneca-Cayuga Bancorp, Inc. or its
affiliates;
o detailed information about any relationship or understanding between
the proposing stockholder and the candidate; and
o a statement of the candidate that the candidate is willing to be
considered and willing to serve as a Director if nominated and
elected.
9
Stockholder Communications with the Board. A stockholder of Seneca-Cayuga
Bancorp, Inc. who wants to communicate with the Board of Directors or with any
individual director can write to us at 19 Cayuga Street, Seneca Falls, New York
13148, Attention: Chairman, Nominating/Governance Committee. 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, the Chairman will:
o forward the communication to the director or directors to whom it is
addressed;
o attempt to handle the inquiry directly, or forward the communication
for response by another employee of Seneca-Cayuga Bancorp, Inc. For
example, a request for information about us on a stock-related matter
may be forwarded to our stockholder relations officer; or
o 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, the Chairman shall present a summary of all
communications received since the last meeting that were not forwarded and make
those communications available to the directors.
Direct Stockholders' Nominations. Under Article II, Section 13 of
Seneca-Cayuga Bancorp, Inc.'s bylaws, stockholders may make director
nominations. Nominations by stockholders must be made in writing and delivered
to the Secretary of Seneca-Cayuga Bancorp, Inc. at least five days prior to the
date of the annual meeting. Upon delivery, such nominations will be posted in
each office of Seneca-Cayuga Bancorp, Inc.
The Compensation Committee
The Compensation Committee consists of Directors Jones, Bero, Holden, A.
Sinicropi and Swenson. None of these individuals was an officer or employee of
Seneca-Cayuga Bancorp, Inc. during the year ended December 31, 2008, or is a
former officer of Seneca-Cayuga Bancorp, Inc. Each member of the Compensation
Committee is independent in accordance with the listing standards of the NASDAQ
Stock Market. The Compensation Committee of Seneca-Cayuga Bancorp met two times
in the year ending December 31, 2008. Our Board of Directors has adopted a
written charter for the Compensation Committee, which is available on our
website at www.senecafallssavings.com.
The role of the Compensation Committee is to review annually the
performance and compensation levels of our executive officers and directors and
recommend compensation, including salary, bonus, incentive and equity
compensation of our executive officers and directors to the Board of Directors.
Menzo D. Case, our President and Chief Executive Officer, does not participate
in Compensation Committee discussions or recommendations relating to the
determination of his compensation. The Compensation Committee also reviews and
makes recommendations regarding certain of our other compensation policies,
plans and programs. The Compensation Committee may retain, at its discretion,
compensation consultants to assist it in making compensation related decisions.
Our Compensation Committee has adopted a compensation strategy that seeks
to provide competitive, performance-based compensation strongly aligned with the
financial performance of Seneca-Cayuga Bancorp, Inc. It is intended that our
compensation strategy will enable us to attract, develop and retain talented
executive officers who are capable of maximizing our performance for the benefit
of the stockholders. The compensation program has three key elements of total
direct compensation: base salary, annual incentive compensation and long-term
incentives.
While the Compensation Committee does not use strict numerical formulas to
determine changes in compensation for the chief executive officer, other
executive officers and directors, and while it weighs a variety of different
factors in its deliberations, it has emphasized and expects to continue to
emphasize the results and scope of our operations, the experience, expertise and
management skills of the executive officers and their roles in our future
success, as well as compensation surveys prepared by professional firms to
determine compensation paid to executives performing similar duties for
similarly sized institutions. While each of the quantitative and
non-quantitative factors described above was considered by the compensation
committee, such factors were not assigned a specific weight in evaluating the
performance of the chief executive officer and other executive officers. Rather,
all factors were considered.
10
Base salary and changes to base salary reflect a variety of factors
including the results of the independent review of the competitiveness of the
total compensation program, the individual's performance and contribution to our
long-term goals, performance targets, our financial performance and other
relevant factors.
The Compensation Committee believes that long-term incentives, specifically
stock options and stock awards, should be a key component of our executive and
director compensation programs which we may adopt in the future. These
incentives strongly align the rewards provided to executives with the value
created for stockholders through stock price appreciation.
This report has been provided by the Compensation Committee, which consists
of Directors Jones (Chair), Bero, Holden, A. Sinicropi and Swenson.
Attendance at Annual Meetings of Stockholders
Although we do not have a formal written policy regarding director
attendance at annual meetings of stockholders, it is expected that directors
will attend these meetings absent unavoidable scheduling conflicts. All of our
directors attended last year's annual meeting.
Code of Ethics
We have adopted a Code of Ethics that is applicable to our officers,
directors and employees, including our principal executive officer, principal
financial officer, principal accounting officer or controller, or persons
performing similar functions. The Code of Ethics is available on our website at
http://www.senecafallssavings.com. Amendments to and waivers from the Code of
Ethics will also be disclosed on our website.
Section 16(a) Beneficial Ownership Reporting Compliance
The common stock is registered pursuant to Section 12(g) of the Securities
Exchange Act of 1934. The officers and directors of Seneca-Cayuga Bancorp, Inc.
and beneficial owners of greater than 10% of our shares of common stock ("10%
beneficial owners") are required to file reports on Forms 3, 4 and 5 with the
Securities and Exchange Commission disclosing beneficial ownership and changes
in beneficial ownership. Securities and Exchange Commission rules require
disclosure in our Proxy Statement and Annual Report on Form 10-K of the failure
of an officer, director or 10% beneficial owner of the shares of common stock to
file a Form 3, 4 or 5 on a timely basis. Based on our review of ownership
reports and confirmations by executive officers and directors, no executive
officer or director failed to file ownership reports on a timely basis during
the year ended December 31, 2008.
11
Executive Compensation
The following table sets forth for the year ended December 31, 2008 and
2007 certain information as to the total remuneration paid by us to Messrs.
Kernan and Case, each of whom served as our Chief Executive Officer during part
of 2008, and our two most highly compensated executive officers, other than
Messrs. Kernan and Case (the "Named Executive Officers"):
- -----------------------------------------------------------------------------------------------------------------
Summary Compensation Table
- -----------------------------------------------------------------------------------------------------------------
Name and principal
position Year Salary Bonus All other Total
($) ($) compensation ($) ($)
- -----------------------------------------------------------------------------------------------------------------
Robert E. Kernan, Jr.,(1) 2008 128,521 -- 35,512(2) 164,036
Chief Executive Officer 2007 192,070 -- 27,847 219,917
- -----------------------------------------------------------------------------------------------------------------
Menzo Case, (1) 2008 166,384 -- 20,544(3) 186,928
President and Chief 2007 136,869 5,000 8,429 150,298
Executive Officer
- -----------------------------------------------------------------------------------------------------------------
Robert F. Eberle, 2008 120,641 -- 8,162(4) 128,803
Executive Vice President 2007 97,943 -- 6,727 104,670
- -----------------------------------------------------------------------------------------------------------------
Robert Rosenkrans, 2008 135,517 -- 25,885(5) 161,402
Managing Officer, 2007 121,052 -- 25,315 146,367
Seneca-Cayuga
Personal Services, LLC
- -----------------------------------------------------------------------------------------------------------------
(1) Mr. Kernan served as Chief Executive officer until July 1, 2008 when
Mr. Case, previously President and Chief Operating Officer, assumed
this position.
(2) Includes $21,962 paid for unused vested vacation time, $1,295 of
taxable life insurance premiums, a $3,875 contribution to the
Company's 401(k) plan, $2,558 for employee stock ownership plan
allocation and $5,825 for use of a Company vehicle. Does not include
Board fees paid to Mr. Kernan beginning July 1, 2008, after his
retirement as our Chief Executive Officer. See "Compensation of
Directors."
(3) Includes $9,086 paid for unused vested vacation time, $150 of taxable
life insurance premium, a $3,466 contribution to the Company's 401(k)
plan, $3,892 for employee stock ownership plan allocation and a $3,950
reimbursement under the Company's medical insurance plan.
(4) Includes $2,212 paid for unused vested vacation time, $673 of taxable
life insurance premium, a $1,562 contribution to the Company's 401(k)
plan, $2,777 for employee stock ownership plan allocation and a $938
reimbursement under the Company's medical insurance plan.
(5) Includes $5,624 paid for unused vested vacation time, $534 of taxable
life insurance premium, a $3,875 contribution to the Company's 401(k)
plan, $2,627 for employee stock ownership plan allocation, a $1,975
reimbursement under the Company's medical insurance plan and $11,250
for use of a Company vehicle.
12
Employment Agreements. Seneca Falls Savings Bank has entered into an
amended and restated employment agreement with Mr. Case. Seneca Falls Savings
Bank has also entered into an employment agreement with Mr. Eberle, with an
effective date of January 1, 2009. Other than the executive's title and duties
and base salary, the terms of each agreement are materially the same. The
agreements have an initial term of three years. On each anniversary of the
effective date of the agreement, the agreement is renewed for an additional year
so that the remaining term will be three years, subject to termination on notice
as provided in the agreement. The base salary for Mr. Case beginning July 1,
2008 was $175,000. The base salary for Mr. Eberele is $139,050. In addition to
the base salary, the agreement provides for, among other things, participation
in bonus programs and other employee pension benefit and fringe benefit plans
applicable to executive employees. The executive's employment may be terminated
for cause at any time, in which event he would have no right to receive
compensation or other benefits for any period after termination.
In the event of termination of the executive's employment by Seneca Falls
Savings Bank for a reason other than cause, retirement or disability, or in the
event of the executive's voluntary termination of employment following a failure
to reelect the executive to his executive position, a material change in the
executive's functions, duties or responsibilities which would cause the
executive's position to become one of lesser responsibility, importance or
scope, the relocation of the executive's principal place of employment by more
than 25 miles, or a material breach of the employment agreement, the executive
would be entitled to a lump sum cash payment equal to one and one-half times the
sum of (i) the highest rate of base salary paid to the executive at any time
under the employment agreement, and (ii) the greater of (A) the average annual
cash bonus paid to the executive with respect to the three most recently
completed fiscal years, or (B) the cash bonus paid to the executive with respect
to the fiscal year ended prior to termination of employment; provided that in
the event such termination occurs within three months prior to, or 24 months
following a change in control, the payment shall equal three times such sum.
Seneca Falls Savings Bank will also provide the executive with continued life
insurance and non-taxable medical and dental coverage for a period of 18 months
following such termination of employment, or a lump sum payment equal to an
amount of cash necessary for the executive to obtain such coverage on his own;
provided that such coverage period shall be 36 months in the event such
termination occurs within three months prior to, or 24 months following, a
change in control. Under the circumstances described above, the executive will
also vest in any non-vested stock options or shares of restricted stock
previously granted to him.
The agreement also provides that in the event of a change in control of
Seneca Falls Savings Bank or Seneca-Cayuga Bancorp, Inc., irrespective of
whether the executive has terminated employment in connection with the change in
control, the executive will also vest in any non-vested stock options or shares
of restricted stock previously granted to him. Notwithstanding the foregoing,
payments to the executive on account of a change in control will be reduced by
the minimum amount necessary in order to avoid an "excess parachute payment"
under Section 280G of the Internal Revenue Code.
In the event of the executive's termination of employment due to
disability, the executive will be entitled to receive a bi-weekly payment equal
to 75% of his base salary and the continuation of life insurance and non-taxable
medical and dental coverage until the earlier of (i) the date the executive
returns to full-time employment in the same capacity prior to his termination,
(ii) the executive's full-time employment with another employer, (iii) the
executive's attainment of age 65, or (iv) the executive's death. In the event of
the executive's death during the term of the agreement, his beneficiaries or
estate shall be paid the executive's base salary in accordance with the regular
payroll practices of Seneca Falls Savings Bank for one year from the date of his
death, and Seneca Falls Savings Bank will continue to provide medical, dental
and other insurance benefits to the executive's family for one year following
his death.
The agreement also provides that the executive will not divulge any
confidential information during or after the term of his employment, or in the
event of his termination of employment for which he is receiving payments from
Seneca Falls Savings Bank, compete with Seneca Falls Savings Bank or
Seneca-Cayuga Bancorp, Inc. for a period of one year in any city, town or county
in which Seneca Falls Savings Bank has an office, or has filed an application
for regulatory approval to establish an office. Certain provisions of the
employment agreement, such as payment of severance benefits, change in control
benefits, disability benefits and bonuses are subject to Section 409A of the
Internal Revenue Code.
Deferred Compensation Plan. Seneca Falls Savings Bank sponsors a deferred
compensation plan for directors and eligible employees. Under the plan, eligible
13
employees and directors may elect to defer receipt of all or a portion of their
compensation by filing a written election with the plan administrator in the
year prior to the year of deferral. The minimum amount that may be deferred
under the plan is $1,000. Amounts of deferred compensation earn interest at a
rate annually determined by the Board of Directors. At the time the participant
files a deferral election form, the participant can elect for the benefits under
the plan to (1) commence on either a specified date or the date of the
participant's separation from service, and (2) be paid in the form of either a
lump sum, or in quarterly or annual installments over a period of 5 or 10 years.
The plan is a nonqualified plan intended to comply with Section 409A of the
Internal Revenue Code, and will be administered and construed in all respects in
order to comply with such intent.
401(k) Plan. Seneca Falls Savings Bank maintains a 401(k) plan for its
employees. Employees who have completed 1,000 hours of service during a
12-consecutive-month period and have attained age 21 are eligible to participate
in the 401(k) plan. A Participant may contribute up to 50% of his or her
compensation to the 401(k) plan in full increments of 1%, provided that the
participant's contributions does not exceed an indexed dollar amount set by the
Internal Revenue Service, which was $15,500 for 2008. Seneca Falls Savings Bank
provides matching contributions at a rate equal to 25% of the participant's
contributions, up to a maximum of 15% of the participant's compensation. In
addition, employer discretionary profit sharing contributions may be made to the
401(k) plan, which will be allocated to a participant's individual account
proportionately, based on his or her compensation for the plan year. A
participant is always 100% vested in his or her elective deferral contributions.
A participant vests in employer contributions ratably over a period of four
years. A participant is eligible to invest a portion of his or her 401(k) plan
account in the Seneca-Cayuga Bancorp, Inc. Stock Fund. Generally, unless the
participant elects otherwise, the participant's vested plan benefits will be
distributed when the participant attains age 65.
Defined Benefit Plan. Seneca Falls Savings Bank maintains a defined benefit
plan for its employees. Employees age 21 or older and who have completed 12
months of employment with 1,000 hours are eligible to participate in the defined
benefit plan. Hourly employees are excluded from the plan. A participant will be
100% vested in his or her retirement benefit if on the date of termination of
employment the participant has completed five (5) years of vested service after
this or her 18th birthday. Payment of benefits under the plan to a married
participant and an unmarried participant will generally be made in the form of a
50% joint and survivor annuity and a straight life annuity, respectively.
Upon termination of employment at or after age 65, a participant will be
entitled to an annual normal retirement benefit equal to 2% multiplied by the
number of years of benefit service (up to a maximum of 30 years), multiplied by
the participant's average annual compensation during the 36 consecutive calendar
months within the entire period of credited service producing the highest
average. . A participants who has completed five (5) years of credited service
and has either attained age sixty (60), or completed thirty (30) years of
vesting service, is entitled to retire early and receive a reduced benefit under
the plan, calculated based on years of service and average annual compensation
as of the early retirement date. At December 31, 2008, Messrs. Kernan and Case
had 20.2 and 9.9 years of credited service, respectively, under the plan.
Employee Stock Ownership Plan. Seneca Falls Savings Bank has adopted an
employee stock ownership plan ("ESOP"). Employees who are at least 21 years old
with at least one year of service during which the employee has completed at
least 1,000 hours of service with Seneca Falls Savings Bank are eligible to
participate in the ESOP. Contributions to the ESOP and shares released from the
suspense account that were acquired pursuant to a loan made by Seneca-Cayuga
Bancorp, Inc. to the ESOP in an amount proportional to the repayment of the l
loan are allocated among the participants' accounts on the basis of their
compensation in the year of allocation. Participants' benefits under the ESOP
will become vested at the rate of 20% per year, starting upon completion of
three years of credited service. A participant's interest in his or her account
under the ESOP will also fully vest in the event of termination of service due
to a participant's early or normal retirement, death, disability, or upon a
change in control (as defined in the ESOP). Vested benefits will be payable
generally upon the participant's termination of service with Seneca Falls
Savings Bank, and will be paid in the form of common stock, or to the extent the
participant's account contains cash, benefits will be paid in cash. However, a
participant has the right to elect to receive his or her benefit entirely in the
form of common stock.
14
Compensation of Directors
------------------------------------------------------------------------------------------
Director Compensation
------------------------------------------------------------------------------------------
Fees earned or All other
paid in cash compensation Total
Name ($) ($) ($)
------------------------------------------------------------------------------------------
Marilyn Bero 14,400 -- 14,400
------------------------------------------------------------------------------------------
Dr. Herbert R. Holden 14,400 -- 14,400
------------------------------------------------------------------------------------------
Robert E. Kernan, Jr.(1) 10,200 -- 10,200
------------------------------------------------------------------------------------------
Dr. August P. Sinicropi 14,400 -- 14,400
------------------------------------------------------------------------------------------
Vincent P. Sinicropi 19,200 -- 19,200
------------------------------------------------------------------------------------------
David Swenson 14,400 -- 14,400
------------------------------------------------------------------------------------------
Bradford M. Jones 14,400 -- 14,400
------------------------------------------------------------------------------------------
Dr. Frank Nicchi 14,400 -- 14,400
------------------------------------------------------------------------------------------
Gerald Macaluso 14,400 -- 14,400
------------------------------------------------------------------------------------------
Edward Chase(2) 4,000 -- 4,000
------------------------------------------------------------------------------------------
Marvin Lay(2) 4,000 12,250(3) 16,250
------------------------------------------------------------------------------------------
Howard Scutt(2) 3,000 -- 3,000
------------------------------------------------------------------------------------------
Duane Snyder(2) 3,000 -- 3,000
------------------------------------------------------------------------------------------
Philip Wescott(2) 2,000 -- 2,000
------------------------------------------------------------------------------------------
----------------------
(1) Mr. Kernan was not paid board fees until his retirement as our Chief
Executive Officer on July 1, 2008.
(2) Director Emeritus.
(3) Appraisal Fees.
In 2008 Seneca Falls Savings Bank paid Vice Chairman Bradford M. Jones and
Audit Committee Chairman Vincent P. Sinicropi a retainer of $1,200 and $1,600
per month, respectively. In 2009, Seneca Falls Savings Bank will pay Chairman
Robert Kernan, Vice Chairman Bradford M. Jones and Audit Committee Chairman
Vincent P. Sinicropi a retainer of $1,750, $1,240 and $1,650 per month,
respectively. In 2008 Seneca Falls Savings Bank compensated its directors
whereby each non-employee director of Seneca Falls Savings Bank was paid a
retainer fee of $1,200 per month. In 2009 Seneca Falls Savings Bank will
compensate its directors whereby each non-employee director of Seneca Falls
Savings Bank will be paid a retainer fee of $1,240 per month. In addition,
Seneca Falls Savings Bank paid each Director Emeriti a fee of $1,000 per meeting
attended in 2008. Director Emeriti will be paid $1,000 for their attendance at
each of three strategic planning meetings scheduled in 2009.
Seneca-Cayuga Bancorp, Inc. does not pay any meeting or committee fees and
employee directors do not receive any retainer fees.
15
Transactions With Certain Related Persons
Loans and Extension Credit. In the ordinary course of business, Seneca
Falls Savings 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 collateral, as comparable loans to other
borrowers. We believe that these loans neither involve more than the normal risk
of collectibility nor present other unfavorable features. Federal regulations
permit executive officers and directors to participate in loan programs that are
available to other employees, as long as the director or executive officer is
not given preferential treatment compared to other participating employees.
Loans made to directors or executive officers, including any modification of
such loans, must be approved by a majority of disinterested members of the board
of directors. The interest rate on loans to directors and officers is the same
as that offered to the general public. At December 31, 2008, we had $1.2 million
in loans outstanding to directors or executive officers.
Other Transactions. In its normal course of business, Seneca Falls Savings
Bank utilizes the appraisal services of some of its Director Emeriti. Such
individuals have been compensated according to the same rates and terms as other
property appraisals used by Seneca Falls Savings Bank. Director Emeritus Marvin
Lay provided property appraisals for Seneca Falls Savings Bank in 2008 and was
compensated $12,250 for such appraisals.
PROPOSAL II -- RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED
PUBLIC AUDITING FIRM
Our independent registered public auditing firm for the year ended December
31, 2008 was Beard Miller Company LLP. Our Audit Committee has approved the
engagement of Beard Miller Company LLP to be our independent registered public
auditing firm for the year ending December 31, 2009, subject to the ratification
of the engagement by the our stockholders as required by our bylaws. At the
annual meeting, the stockholders will consider and vote on the ratification of
the engagement of Beard Miller Company LLP for the year ending December 31,
2009. A representative of Beard Miller Company LLP is expected to attend the
annual meeting to respond to appropriate questions and to make a statement if he
so desires.
Although stockholder ratification of the independent registered public
auditing firm is required by our bylaws, even if the selection is ratified, the
Audit Committee, in its discretion, may direct the appointment of a different
independent registered public auditing firm at any time during the year if it
determines that such change is in the best interests of Seneca-Cayuga Bancorp,
Inc. and its stockholders.
Set forth below is certain information concerning aggregate fees billed for
professional services rendered by Beard Miller Company LLP during the year ended
December 31, 2008 and 2007.
The aggregate fees included in the Audit Fees category were fees billed for
the years for the audit of our annual financial statements and the review of our
quarterly financial statements. The aggregate fees included in each of the other
categories were fees billed in the stated periods.
Year Ended Year Ended
December 31, December 31,
2008 2007
---------------- ------------------
Audit Fees $ 80,076 $ 80,860
Audit-Related Fees -- --
Tax Fees -- --
All Other Fees -- --
Audit Fees. Audit fees of $80,076 for the year ended December 31, 2008 and
$80,860 for the year ended December 31, 2007 were for professional services
rendered for the audits of our consolidated financial statements, review of the
financial statements included in our quarterly reports on Form 10-Q and services
that are normally provided by the auditing firm in connection with statutory and
regulatory filings and services that generally only the auditor reasonably can
provide. These fees include comfort letters to underwriters, consents and review
of documents filed with the SEC.
16
Audit-Related Fees. There were no audit-related fees for the year ended
December 31, 2008 and for the year ended December 31, 2007.
Tax Fees. There were no tax fees paid for the year ended December 31, 2008
or for the year ended December 31, 2007 for services related to tax compliance
and tax planning.
All Other Fees. There were no other fees paid for the year ended December
31, 2008 and for the year ended December 31, 2007.
The Audit Committee's policy is to pre-approve all audit and non-audit
services provided by the independent registered public auditing firm, either by
approving an engagement prior to the engagement or pursuant to a pre-approval
policy with respect to particular services. These services may include audit
services, audit-related services, tax services and other services. The Audit
Committee has delegated pre-approval authority to the Chairman of the Audit
Committee when expedition of services is necessary. The independent registered
public auditing firm and management are required to periodically report to the
full Audit Committee regarding the extent of services provided by the
independent registered public auditing firm in accordance with this
pre-approval, and the fees for the services performed to date. There were no
audit-related fees, tax fees or other fees during 2008 or 2007.
In order to ratify the selection of Beard Miller Company LLP as the
independent registered public auditing firm for the year ending December 31,
2009, the proposal must receive at least a majority of the votes represented at
the annual meeting, without regard to broker non-votes, 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 the independent registered
public auditing firm for the year ending December 31, 2009.
ADVANCE NOTICE OF BUSINESS TO BE CONDUCTED
AT AN ANNUAL MEETING
Our bylaws provide an advance notice procedure for certain business to the
Board of Directors to be brought before an annual meeting by a stockholder. For
business to be properly brought before an annual meeting by a stockholder, the
stockholder must have given timely notice thereof in writing to our Secretary.
To be timely a stockholder's notice must be delivered to or mailed and received
at our principal executive offices no later than five days before the date of
the meeting. A stockholder's notice to the Secretary shall set forth as to each
matter the stockholder proposes to bring before the annual meeting (a) a brief
description of the business desired to be brought before the annual meeting, (b)
the name and address, as they appear on our books, of the stockholder proposing
such business, (c) the class and number of shares of Seneca-Cayuga Bancorp, Inc.
which are beneficially owned by the stockholder, and (d) any material interest
of the stockholder in such business. The chairman of an annual meeting may, if
the facts warrant, determine and declare to the meeting that certain business
was not properly brought before the meeting in accordance with the provisions of
our bylaws, and if he should so determine, he shall so declare to the meeting
and any such business not properly brought before the meeting shall not be
transacted. This provision is not a limitation on any other applicable laws and
regulations. Accordingly, advance written notice of business or nominations to
the Board of Directors to be brought before the 2010 Annual Meeting of
Stockholders must be given to us no later than five days prior to the date of
the meeting, as indicated above.
STOCKHOLDER PROPOSALS
In order to be eligible for inclusion in our proxy materials for our 2010
Annual Meeting of Stockholders, any stockholder proposal to take action at such
meeting must be received at the Seneca-Cayuga Bancorp, Inc.'s executive office,
19 Cayuga Street, Seneca Falls, New York 13148, no later than December 21, 2009.
If the date of the 2009 Annual Meeting of Stockholders is changed by more than
30 days from the anniversary of the 2009 Annual meeting, any stockholder
proposal must be received at a reasonable time before we print or mail proxy
materials for such meeting. Any such proposals shall be subject to the
requirements of the proxy rules adopted under the Securities Exchange Act of
1934.
17
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 the Proxy Statement.
However, if any matters should properly come before the annual meeting, it is
intended that the holders of the proxies will act in accordance with their best
judgment.
MISCELLANEOUS
The cost of solicitation of proxies will be borne by Seneca-Cayuga Bancorp,
Inc. We 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 shares of common stock. In addition to solicitations
by mail, our directors, officers and regular employees may solicit proxies
personally, by telegraph, telephone or other forms of communication without
additional compensation. Our Annual Report on Form 10-K for the year ended
December 31, 2008 has been mailed to all stockholders of record as of April 9,
2009. Any stockholder who has not received a copy of such Annual Report may
obtain a copy by writing us.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Bonnie L. Morlang
Bonnie L. Morlang
Corporate Secretary
Seneca Falls, New York
April 20, 2009
18
REVOCABLE PROXY
SENECA-CAYUGA BANCORP, INC.
ANNUAL MEETING OF STOCKHOLDERS
May 21, 2009
The undersigned hereby appoints the full 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 Seneca-Cayuga Bancorp, Inc. which the
undersigned is entitled to vote at the 2009 Annual Meeting of Stockholders of
Seneca-Cayuga Bancorp, Inc. to be held at Seneca Falls Community Center, located
at 35 Water Street, Seneca Falls, New York 13148 at 3:00 p.m., (New York time)
on May 21, 2009. The official proxy committee is authorized to cast all votes to
which the undersigned is entitled as follows:
1. The election as directors of all nominees FOR WITHHOLD FOR ALL
listed below (except as marked to the --- ALL EXCEPT
contrary below) --- ------
[ ] [ ] [ ]
Bradford M. Jones
Dr. Frank Nicchi
Gerald Macaluso
INSTRUCTION: To withhold your
vote for one or more nominees,
write the name of the nominee(s)
on the line(s) below.
---------------------------------
---------------------------------
2. The ratification of the appointment of FOR AGAINST ABSTAIN
Beard Miller Company LLP as Seneca- --- ------- -------
Cayuga Bancorp's independent registered
public auditing firm for the year ending [ ] [ ] [ ]
ending December 31, 2009.
The Board of Directors recommends a vote "FOR" each of the listed proposals.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY WILL BE VOTED FOR EACH OF THE PROPOSITIONS STATED ABOVE. IF ANY OTHER
BUSINESS IS PRESENTED AT SUCH MEETING, THIS PROXY WILL BE VOTED BY THE
ABOVE-NAMED PROXIES AT THE DIRECTION OF 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 MEETING.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should the undersigned be present and elect to vote at the Meeting or at
any adjournment thereof, after notification to the Secretary of Seneca-Cayuga
Bancorp, Inc. at the Meeting of the stockholder's decision to terminate this
proxy, the power of said attorneys and proxies shall be deemed terminated and of
no further force or effect. This proxy may also be revoked by sending written
notice to the Secretary of Seneca-Cayuga Bancorp, Inc. at the address set forth
on the Notice of Annual Meeting of Stockholders, or by the filing of a later
proxy card prior to a vote being taken on a particular proposal at the Meeting.
The undersigned acknowledges receipt from Seneca-Cayuga Bancorp, Inc. prior
to the execution of this proxy of a Notice of the Meeting, the Annual Report for
the year ended December 31, 2008 and a proxy statement dated April 20, 2009.
Dated: _________________, 2009 [ ] Check Box if You Plan to Attend
Meeting
- ------------------------------- -----------------------------------
PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
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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. If
shares are held jointly, each holder should sign.
Please complete and date this proxy and return it promptly
in the enclosed postage-prepaid envelope.