UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities and Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material under Sec. 240.14a-12
SBT Bancorp, Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
(1) Title of each class of securities
to which transaction applies:
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which transaction applies:
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pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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[ ] Fee paid previously with preliminary materials.
[ ] 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:
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SBT Bancorp
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 11, 2010
To the Shareholders of SBT Bancorp, Inc.:
Notice is hereby given that the Annual Meeting of Shareholders of SBT
Bancorp, Inc. will be held at the main office of the Company's subsidiary, The
Simsbury Bank & Trust Company, 981 Hopmeadow Street, Simsbury, Connecticut on
Tuesday, May 11, 2010 at 5:00 p.m., local time. At the meeting, the
shareholders will consider and vote upon the following matters:
1. The election of four Class II directors for a term expiring at
the 2013 Annual Meeting;
2. The ratification of the appointment of Shatswell, MacLeod & Co.,
P.C., certified public accountants, as independent auditors for SBT
Bancorp, Inc. for the fiscal year ending December 31, 2010;
3. The non-binding approval of the compensation of SBT Bancorp,
Inc.'s named executive officers as determined by the Personnel
Committee; and
4. The transaction of such other business as may properly be brought
before the meeting or any adjournment or postponement thereof.
Only shareholders of record at the close of business on March 12, 2010 are
entitled to notice of and to vote at the Annual Meeting and any and all
adjournments or postponements thereof.
IT IS IMPORTANT THAT YOUR STOCK BE REPRESENTED AT THE MEETING. WE URGE YOU
TO SIGN, DATE AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE WHETHER OR
NOT YOU PLAN TO ATTEND THE MEETING IN PERSON. SHAREHOLDERS OF RECORD WHO ATTEND
THE MEETING MAY REVOKE THEIR PROXY AND VOTE IN PERSON.
BY ORDER OF THE BOARD OF DIRECTORS
/S/
Simsbury, Connecticut Gary R. Kevorkian,
April 12, 2010 Secretary
[THIS PAGE INTENTIONALLY LEFT BLANK]
SBT BANCORP, INC.
760 Hopmeadow Street
P.O. Box 248
Simsbury, CT 06070-0248
(860) 408-5493
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PROXY STATEMENT
OF
SBT BANCORP, INC.
FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 11, 2010
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This Proxy Statement is furnished to shareholders of common stock of SBT
Bancorp, Inc. (the "Company" or "we") in connection with the solicitation of
proxies by the Company's Board of Directors (the "Board") for use at the Annual
Meeting of Shareholders of the Company to be held at the main office of the
Company's subsidiary, The Simsbury Bank & Trust Company (the "Bank"), 981
Hopmeadow Street, Simsbury, Connecticut, at 5:00 p.m. on May 11, 2010, and any
and all adjournments or postponements thereof (the "2010 Annual Meeting").
This Proxy Statement, the Notice of the 2010 Annual Meeting, the enclosed
form of proxy and the Annual Report to Shareholders for the year ending December
31, 2009 for SBT Bancorp, Inc. (the "Annual Report") are first being mailed to
shareholders of our common stock on or about April 12, 2010. We will, upon
written request and without charge, furnish you with additional copies of the
Annual Report. Please address all such requests to us by mail to SBT Bancorp,
Inc., Attention: Gary R. Kevorkian, at the above address. The principal
executive offices of the Company are located at 760 Hopmeadow Street, P.O. Box
248, Simsbury, Connecticut 06070-0248 (telephone number (860) 408-5493).
INFORMATION ABOUT SOLICITATION AND VOTING
A shareholder of record of the common stock who executes the enclosed form
of proxy may revoke it at any time before it is voted by written notice of such
revocation or a duly executed proxy bearing a later date delivered to the
Secretary of the Company at the address set forth above or by attending the 2010
Annual Meeting and revoking the proxy at such time. Attendance at the 2010
Annual Meeting will not itself revoke a proxy. Shares represented by properly
executed proxies will be voted at the 2010 Annual Meeting in accordance with the
specifications thereon. Shareholders of record of the common stock who are
present at the 2010 Annual Meeting may vote by ballot.
The expense of soliciting proxies in favor of the Company's proposals will
be borne by the Company. In addition to solicitation of proxies by mail,
proxies may also be solicited by telephone or personal contact by employees
and/or directors of the Company who will not receive additional compensation
therefor.
Only shareholders of record of the Company's common stock at the close of
business on March 12, 2010 (the "Record Date") are entitled to notice and to
vote at the 2010 Annual Meeting. On the Record Date, there were 864,976
outstanding shares of the Company's common stock, no par value (the "Company
common stock"). Each share of common stock is entitled to one vote. The
presence, in person or by proxy, of a majority of the issued and outstanding
shares of common stock on the Record Date, or 432,489 shares, is necessary to
constitute a quorum at the 2010 Annual Meeting. Abstentions and broker
non-votes are counted as present for establishing a quorum. When a record
holder (e.g., a bank or brokerage firm) holding shares for a beneficial owner
votes on one proposal but does not vote on another proposal because the
beneficial owner has not provided voting instructions, this is referred to as a
"broker non-vote."
If the shares you own are held in "street name" by a bank or brokerage
firm, your bank or brokerage firm, as the record holder of your shares, is
required to vote your shares according to your instructions. In order to vote
your shares, you will need to follow the directions your bank or brokerage firm
provides you.
If your shares are held in "street name," you must bring an account
statement or letter from your brokerage firm or bank showing that you are the
beneficial owner of the shares as of the record date in order to be admitted to
the Annual Meeting. To be able to vote your shares held in street name at the
Annual Meeting, you will need to obtain a proxy card from the holder of record.
With respect to the proposals at the 2010 Annual Meeting concerning the
approval of the appointment of the Company's independent auditors, your broker
is entitled to use its discretion in voting your shares, even if you do not give
your broker instructions as to how to vote.
Directors will be elected by a plurality of the votes cast at the 2010
Annual Meeting. Thus, an abstention or a broker "non-vote" will have no effect
on the outcome of the vote on election of directors at the meeting. The
ratification of the appointment of Shatswell, MacLeod & Co., P.C. will be
approved if a majority of the votes cast are FOR the proposal. Abstentions and
broker "non-votes" will have no impact on the ratification of Shatswell, MacLeod
& Co., P.C. The non-binding proposal regarding the compensation of our named
executive officers will be approved if a majority of the votes cast are FOR the
proposal. Abstentions and broker "non-votes" will have no impact on the
approval of this advisory proposal.
The votes will be counted, tabulated and certified by Robert J. Bogino and
David W. Sessions. Each proxy received will be voted as directed. However, if
no direction is indicated, the proxy will be voted: in Item 1 FOR the election
to the Board of Directors of the four Class II director nominees; in item 2 FOR
the ratification of Shatswell, MacLeod & Co., P.C. as independent auditors; in
Item 3 FOR the non-binding approval of the compensation of the Company's named
executive officers as determined by the Personnel Committee; and on such other
matters as may properly come before the 2010 Annual Meeting in such manner as
the persons so named in the proxy shall decide.
We will report the voting results in a current report on Form 8-K, which we
expect to file with the Securities and Exchange Commission, within four business
days of the date of the Annual Meeting (i.e., on or before May 17, 2010).
If you have any questions about the 2010 Annual Meeting or your ownership
of our common stock, please contact Gary R. Kevorkian, our corporate secretary,
by mail at SBT Bancorp, Inc., Attention: Gary R. Kevorkian, Secretary, 760
Hopmeadow Street, P.O. Box 248, Simsbury, Connecticut 06070-0248, or by email to
Mr. Kevorkian's attention at sbtinfo@simsburybank.com.
IMPORTANT NOTICE REGARDING INTERNET AVAILABILITY OF PROXY MATERIALS FOR THE
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD MAY 11, 2010
Under rules recently adopted by the Securities and Exchange Commission, we
are furnishing proxy materials on the Internet in addition to mailing paper
copies of the materials to our shareholders. The following proxy materials are
available at http://www.simsburybank.com/aboutus-shareholders.php:
- Notice of Annual Meeting of Shareholders to be held May 11, 2010; and
- Proxy Statement for the Annual Meeting of Shareholders to be held
May 11, 2010; and
- Annual Report for 2009.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information with respect to the
beneficial ownership of the common stock of the Company as of February 12, 2010
by (i) each director and nominee for director of the Company, (ii) named
executive officers, (iii) all directors and executive officers as a group and
(iv) shareholders of record who beneficially own five percent or more of the
Company's common stock. Except as indicated by footnote, the persons named in
the table have sole voting and investment powers with respect to all shares
shown as beneficially owned by them. All persons listed are directors of both
the Company and the Bank unless noted otherwise. All directors and executive
officers can receive mail in care of SBT Bancorp, Inc., 760 Hopmeadow Street,
P.O. Box 248, Simsbury, CT 06070. The addresses of the shareholders of record
who beneficially own five percent or more of the Company's common stock are
listed below their respective names in the following table.
Amount and
Nature
Of Beneficial Percent
Name of Beneficial Owner Ownership Of Class
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Directors and Executive Officers
Robert J. Bogino, Vice Chairman 27,572 (1) 3.2%
James T. Fleming, Director 492 *
Martin J. Geitz, President, Chief
Executive Officer and Director 32,064 (2) 3.6%
Edward J. Guarco, Director 16,783 (3) 1.9%
Gary R. Kevorkian, Director 16,919 (4) 2.0%
Jerry W. Long, Director of the Bank *
and a Director Nominee of the
Company 0
George B. Odlum, Jr., DMD, Director 13,581 (5) 1.6%
Rodney R. Reynolds, Director 4,822 (6) *
David W. Sessions, Director 15,736 (7) 1.8%
Penny R. Woodford, Director 2,262 (8) *
Lincoln S. Young, Chairman 18,612 (9) 2.2%
Anthony F. Bisceglio, Executive Vice *
President, Chief Financial Officer
and Treasurer 3,200
Paul R. Little, Senior Vice President
and Chief Lending Officer 10,500(10) 1.2%
All directors and executive officers
as a group (15 persons) 162,543(11) 18.1%
Principal Shareholder
Friedlander & Co., Inc.
Theodore Friedlander III
322 East Michigan Street, Suite 250
Milwaukee, WI 53202
Banc Fund VI LP 57,500 (12) 6.7%
Banc Fund VII LP
Banc Fund VIII LP
20 North Wacker Drive
Suite 3300
Chicago, IL 60606 53,156 (13) 6.15%
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* Less than 1%
(1) Includes 6,600 shares owned jointly with Mr. Bogino's spouse, 822 shares
held in a trust of which Mr. Bogino serves as trustee, 2,084 shares in
trusts for two of his children for which Mr. Bogino serves as the trustee
and 11,500 shares owned by his spouse. Mr. Bogino disclaims beneficial
ownership of the shares beneficially owned by his spouse.
(2) Includes 21,000 shares which may be acquired within 60 days through the
exercise of stock options.
(3) Includes 1,200 shares owned jointly with Mr. Guarco's spouse, 600 shares
held by both Mr. and Mrs. Guarco as custodians for their daughter, 4,000
shares in a trust of which Mr. Guarco is a beneficiary of 6.6% of the
assets of the trust, 6,083 shares held by Mr. Guarco and two family members
as joint tenants with right of survivorship, and 4,900 shares held by a
limited liability company in which Mr. Guarco and two family members each
own one-third of the membership interest.
(4) Includes 9,581 shares held in trusts for which Mr. Kevorkian is trustee,
including 970 shares in a trust for Mr. Kevorkian's spouse.
(5) Includes 3,550 shares owned by Dr. Odlum's spouse. Dr. Odlum disclaims
beneficial ownership of the shares beneficially owned by his spouse.
(6) Includes 2,500 shares owned by the Reynolds Family, LLC, of which Mr.
Reynolds and his spouse own approximately 37% of the membership interest
with the balance of the membership interest owned by their children. Mr.
Reynolds and his spouse are co-managers of the Reynolds Family, LLC.
(7) Includes 1,564 shares owned jointly with Mr. Sessions's spouse, 1,357
shares owned by a private corporation owned by Mr. Sessions and his
siblings and 2,252 shares owned by his children. Mr. Sessions disclaims
beneficial ownership of the shares beneficially owned by his children.
(8) Includes 1,660 shares owned jointly with Ms. Woodford's spouse.
(9) Includes 3,506 shares held in a trust for which Mr. Young is a trustee and
a beneficiary.
(10) Includes 10,500 shares which may be acquired within 60 days through the
exercise of stock options.
(11) Includes 31,500 in shares which directors and executive officers may
acquire beneficial ownership within 60 days through the exercise of stock
options.
(12) Consists of 54,800 shares owned by Friedlander & Co., Inc. ("Friedlander &
Co.") and 2,700 shares owned by Theodore Friedlander III and is based on
information set forth in a Schedule 13G/A filed jointly on February 16,
2010 by Friedlander & Co. and Theodore Friedlander III. Mr. Friedlander is
a controlling person of Friedlander & Co. and as such may be deemed to
beneficially own the shares of common stock of the Company beneficially
owned by Friedlander & Co. Mr. Friedlander beneficially owns less than 1%
of the shares held by Friedlander & Co. and disclaims beneficial ownership
of all other shares held by Friedlander & Co.
(13) Consists of 7,263 shares owned by Banc Fund VI L.P. ("BF VI"), 38,893
shares owned by Banc Fund VII L.P. ("BF VII") and 7,000 shares owned by
Banc Fund VIII L.P. ("BF VIII") and is based on information set forth in a
Schedule 13G filed jointly on February 16, 2010 by BF VI, BF VII and BF
VIII. The general partner of BF VI is MidBanc VI L.P. ("MidBanc VI"), whose
principal business is to be a general partner of BF VI. The general partner
of BF VII is MidBanc VII L.P. ("MidBanc VII"), whose principal business is
to be a general partner of BF VII. The general partner of BF VIII is
MidBanc VIII L.P. ("MidBanc VIII"), whose principal business is to be a
general partner of BF VIII. The general partner of MidBanc VI, MidBanc VII,
and MidBanc VIII is The Banc Funds Company, L.L.C. ("TBFC"), whose
principal business is to be a general partner of MidBanc VI, MidBanc VII,
and MidBanc VIII. TBFC's principal shareholder is Charles J. Moore. Mr.
Moore has been the manager of BF VI, BF VII, and BF VIII since their
respective inceptions. As manager, Mr. Moore has voting and dispositive
power over the securities of the Company held by each of those entities. As
the controlling member of TBFC, Mr. Moore will control TBFC, and therefore
each of the partnership entities directly and indirectly controlled by
TBFC.
DISCUSSION OF PROPOSALS
ITEM 1
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ELECTION OF DIRECTORS
As of the date of this Proxy Statement, the Company's Certificate of
Incorporation provides that the Board of Directors shall be divided into three
classes, as nearly equal in number as possible, with each class having a
three-year term. The size of the Board is currently set at 11 directors
comprised as follows: three Class I directors, four Class II directors and four
Class III directors. There are presently 10 persons serving as directors of the
Company with one vacancy for a Class II director position. Proxies solicited
from shareholders cannot be voted for a greater number of persons than the
number of nominees named in this Proxy Statement.
The terms of the classes are staggered so that the term of a class expires
at each annual meeting of the Company. The terms of the three incumbent Class
II directors expire at the 2010 Annual Meeting.
At a meeting held on February 17, 2010, the Board of Directors voted
unanimously to recommend the following four persons for election to the Board of
Directors with terms expiring on the dates set forth below:
Nominee Class Term Expiration
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Martin J. Geitz Class II 2013 Annual Meeting of Shareholders
Gary R. Kevorkian Class II 2013 Annual Meeting of Shareholders
Jerry W. Long Class II 2013 Annual Meeting of Shareholders
George B. Odlum, Jr., DMD Class II 2013 Annual Meeting of Shareholders
Nominees Geitz, Kevorkian and Odlum each currently serve as a director of
the Company and are nominated to serve for his term and until his successor is
elected and qualified. Nominee Long currently serves as a director of the Bank,
a position that he has held since January 11, 2010. Nominee Long is nominated
to serve as a director of the Company for his term and until his successor is
elected and qualified. In the event that any of the nominees become unable to
serve, an event which the Board does not expect, the shares represented by proxy
may be voted for a substitute nominee to be designated by the Board or a
committee thereof, unless the proxy withholds authority to vote for all
nominees.
If a quorum is present at the 2010 Annual Meeting, the election of
directors will require the affirmative vote of a plurality of the votes cast.
Abstentions by shareholders and broker non-votes with respect to the election of
directors will not be included in determining whether nominees have received the
vote of such plurality. Certain information about the business experience of
the director nominees, including their service as directors of other
corporations, is listed below. References to terms of service as a director or
officer of the Company include service as a director or officer of the Bank
prior to the date of the holding company reorganization on March 2, 2006.
Director Nominees, Class II
Martin J. Geitz (53) - Mr. Geitz is the President and Chief Executive Officer of
the Company and the Bank, and has held these positions since 2004. He has been
a member of the Board since 2005. He brings over 28 years of senior management
experience, including a lengthy career with Fleet Bank, to the Company. He is
Chairman of the Board of the Hartford Economic Development Corporation, a
not-for-profit organization, a Trustee of McLean and of the Simsbury Free
Library, and a board member of the Bloomfield Chamber of Commerce and the
Charter Oak State College Foundation. Mr. Geitz's extensive experience in
banking and his leadership ability make him a valuable member of the Board.
Gary R. Kevorkian (56) - Mr. Kevorkian has been the Secretary of the Company
since 2007 and a director of the Board since 1994. He is an Attorney-at-Law and
has maintained his own practice in Granby, Connecticut since 1981. In his
practice, he specializes in real estate, trusts and estates. As an attorney and
business owner, he brings his legal and financial insight to the Board. Mr.
Kevorkian is not an employee of the Company and is not compensated for his
service as the Company's Secretary.
Jerry W. Long (58) - Mr. Long has been a director of the Bank, but not the
Company, since January 2010. He has been the President and CEO of PCC
Technology, LLC, an information technology consulting firm, since 1994. Mr.
Long is a Board member of the Connecticut Business & Industry Association, a
Vice Chairman of Charter Oak State College Board of Trustees, a director for
Hartford Youth Scholars Foundation and Chairman of the Bloomfield Economic
Development Commission. He is past president of the Bloomfield, Connecticut,
Chamber of Commerce and a member of the Rotary Club of Bloomfield. Mr. Long's
many years of business ownership, managerial and technology experience are
valuable to the Board.
George B. Odlum, Jr., DMD (70) - Dr. Odlum was a family practice dentist in
Simsbury, Connecticut, where he practiced dentistry from 1968 until his
retirement in 2007. He is the retired President and Board member of the Horace
Wells Club, where his responsibilities included overseeing investments of the
Club. Dr. Odlum, who has been a director of the Company since 1992, formerly
served as the Company's Secretary. Dr. Odlum served on the Board of Trustees of
The Society for Savings, a mutual savings bank, from 1980 to 1982 and on the
Board of Directors of The Village Water Company of Simsbury, a public utility,
from 1972 to 1995. At the end of his tenure, The Village Water Company of
Simsbury was acquired by Aquarion Water Company of Connecticut. Dr. Odlum's
experience on other company boards, including as President of the Simsbury
Chamber of Commerce from 1972 to 1974 and various Town of Simsbury commissions,
brings valuable managerial experience and local knowledge of our primary market
area to the Board. Dr. Odlum obtained his B.S. from Trinity College and his DMD
from Tufts University School of Dentistry.
INFORMATION ABOUT OUR DIRECTORS
Certain information about the business experience of the remaining
incumbent directors and the non-director officers of the Company, including
their service as directors of other companies, is listed below. References to
terms of service as a director or officer of the Company include service as a
director or officer of the Bank prior to the date of the holding company
reorganization on March 2, 2006.
Class III Directors, Terms Expiring at the 2011 Annual Meeting of Shareholders
Robert J. Bogino (67) - Mr. Bogino is the Vice Chairman of the Company and the
Bank and has been a director of the Company since 1994. Mr. Bogino served as
the Company's Secretary from 2002 to 2005. He was the president, treasurer and
co-owner of Bogino & DeMaria, Inc. in Avon, Connecticut, an insurance agency of
which he was a founder in 1972. As treasurer of Bogino & DeMaria, Inc., he was
responsible for all financial and accounting matters including monthly financial
statement preparation and analysis, coordination with outside accounting firm
for the preparation and filing of local, State and Federal tax returns and
annual corporate financial statements. In 2003, he became a Vice President of
the Watson Group, an insurance agency in Wethersfield until his retirement in
2004. Mr. Bogino received an MBA in Finance from Columbia University Graduate
School of Business. Mr. Bogino brings his many years of business ownership,
management and insurance expertise to the Board.
Rodney R. Reynolds (70) - Mr. Reynolds was a co-founder of Equistrides
Therapeutic Riding Center, Inc., a not-for-profit organization that provided
services to people with disabilities, and served as co-manager and trustee of
that organization from 2000 to 2006. Mr. Reynolds served as a director of the
Trust Company of Connecticut, an investment management and trust services
company, from 1990 to 2005. Mr. Reynolds was self-employed as a commercial real
estate developer and owner/manager of real estate from 1984 to 2006. Mr.
Reynolds's experience in trust services, investment experience and the real
estate market is valuable to the Board. He has served as a director of the
Company since 2007.
David W. Sessions (59) - Mr. Sessions is the President and Treasurer of the
Casle Corporation, headquartered in Avon, Connecticut, a commercial design-build
development and construction company which he co-founded in 1981. He is
Chairman of the Architectural Review Committee of the Town of New Hartford, a
member of the New Hartford Democratic Town Committee and a former member of the
Board of Finance of the Town of New Hartford. Mr. Sessions has many years of
experience as a business owner and real estate developer and brings important
managerial, operational and current real estate knowledge to the Board. He has
been a director of the Company since 1992.
Lincoln S. Young (75) - Mr. Young is the Chairman of the Company and has been a
director since 1994. Mr. Young previously served as the Company's Secretary.
He is the retired Chief Executive Officer of Turbine Engine Services Corp., a
jet engine servicing company, a position he held until 1995. Prior to that, Mr.
Young was the senior loan officer of Simsbury Bank & Trust Company, a previous
and unrelated entity to the Bank, from 1970 to 1985. Mr. Young is a director of
the New England Air Museum and a Board Member of the Licia and Mason Beekley
Community Library. Mr. Young's experience as a former bank loan officer and as
a business owner brings valuable industry, compliance and general management
insight to the Board.
Class I Directors, Terms Expiring at the 2012 Annual Meeting of Shareholders
James T. Fleming (54) - Mr. Fleming is currently the President of the
Connecticut Automotive Retailers Association, which position he has held since
March 2008. He also serves as the Secretary and Treasurer of the Greater
Hartford Automobile Dealer's Association Foundation, a not-for-profit
organization. Mr. Fleming is a former member of the Governors' Cabinet of the
State of Connecticut, serving from 2007 to 2008 as a Commissioner of the
Department of Public Utility Control, serving from 2003 to 2007 as the
Commissioner of the Department of Public Works, and serving from 1999 to 2003 as
Commissioner of Consumer Protection. He is the former Majority Leader of the
Connecticut State Senate. He is also a director of the Simsbury Cemetery
Association, Vice President of the Simsbury Volunteer Fire District and is a
Corporator of Saint Francis Hospital. Mr. Fleming brings important managerial,
operational and organizational skills and expertise to the Board from his many
years of public sector service. He has been a director of the Company since
1992.
Edward J. Guarco (56) - Mr. Guarco is a Vice President of State Line Oil in
Granby, Connecticut, where he has been employed since 1976. He also serves as
Vice President of the Independent Connecticut Petroleum Association and as a
Board member of the Granby Development Commission and the Granby Chamber of
Commerce. In his role with State Line Oil, Mr. Guarco brings many years of
small business management, operational and organizational experience to the
Board. He has been a director of the Company since 1998.
Penny R. Woodford (65) - Ms. Woodford is a real estate agent with the Coldwell
Banker Residential Brokerage, which position she has held since 2003. Prior to
that, she was a real estate agent with DeWolf Companies from 1996 to 2003 and
with Westledge Real Estate from 1983 to 1996. She is Chairman of the Nominating
Committee of the Avon Republican Town Committee. In her role as a top real
estate salesperson in the Company's market, Ms. Woodford brings valuable current
real estate market insight and a large business network to the Board. She has
been a director of the Company since 1992.
Non-Director Executive Officers
Anthony F. Bisceglio (62) - Mr. Bisceglio is Executive Vice President of the
Company and the Bank, positions he has held since January 2005, as well as Chief
Financial Officer and Treasurer of the Company and the Bank, which positions he
has held since 1995. Prior to joining the Bank in 1995, Dr. Bisceglio was Vice
President and Group Financial Officer of Shawmut National Corporation and Chief
Financial Officer of Shawmut Bank of Rhode Island. He is also on the
Connecticut Bankers Association's Management Development Committee, serves on
the Economic Policy Survey Panel of the National Association for Business
Economics and is a member of the American Finance Association. He is a past
Board member of the Financial Managers Society and past Chairman of its
Strategic Issues Council.
Paul R. Little (50) - Mr. Little is Senior Vice President and Chief Lending
Officer of the Bank, which positions he has held since 2006. Prior to joining
the Bank, he served as Vice President of Commercial Real Estate Lending at
Liberty Bank from 2004 to 2006. From 1993 to 2004, he was Vice President of
Real Estate Loans for New Alliance Bank, formerly Savings Bank of Manchester,
where he had been employed since 1990.
Howard R. Zern (63) - Mr. Zern is Senior Vice President and Chief Retail
Banking, Operations & Technology Officer of the Bank, which positions he has
held since 2008. Prior to joining the Bank, he was Executive Vice President of
Bank of America, from which he retired in 2005. Mr. Zern is a director of Stony
Brook University Alumni Association and formerly Vice Chairman of TheaterWorks,
Treasurer of the Artists Collective in Hartford and Chairman of the Urban League
of Greater Hartford.
Michael T. Sheahan (50) - Mr. Sheahan is a Vice President and Head of Consumer
Lending, which positions he has held since 2009. Prior to joining the Bank, he
served as the Mortgage Lending Division Head at Webster Financial and prior to
that, he had a lengthy career in mortgage and consumer financial services and
online services with Shawmut Bank, Meca Software, and Centerbank Mortgage. Mr.
Sheahan holds a CPA designation.
Audit and Compliance Committee Financial Expert
The Board has determined that the Company currently has at least one audit
committee financial expert serving on its Audit and Compliance Committee. That
person is Robert J. Bogino. Mr. Bogino is "independent," as that term is
defined in Rule 5605 of the NASDAQ listing standards.
Independence of Directors and Director Nominees
The following directors and director nominees are independent in accordance
with Rule 5605 of the NASDAQ listing standards: Robert J. Bogino, James T.
Fleming, Edward J. Guarco, Gary R. Kevorkian, Jerry W. Long, George B. Odlum,
Jr., DMD, David W. Sessions, Rodney R. Reynolds, Penny R. Woodford and Lincoln
S. Young.
Board Leadership Structure and the Board's Role in Risk Oversight
The Company has an independent Chairman separate from the Chief Executive
Officer. The Board believes it is important to have an independent director in
a board leadership position at all times. The Company's Chairman provides
independent leadership of the Board. Having an independent Chairman enables
non-management directors to raise issues and concerns for Board consideration
without immediately involving management. The Chairman also serves as a liaison
between the Board and senior management. The Board has determined that this
structure of having an independent Chairman separate from the Chief Executive
Officer is the most appropriate structure for the Company.
Risk management at the Company is the process for identifying, measuring,
controlling and monitoring risk across the enterprise given its business as a
financial institution. Risk management crosses all functions and employees and
is embedded in all aspects of planning and performance measurement. Systems,
information and timely reporting enable the Company to quickly adapt to early
warning signs.
The Board is responsible for oversight of the Company's enterprise risk
framework. The Board has delegated primary responsibility to the Executive
Committee for overseeing financial, investment and operational risk exposures,
to the Audit and Compliance Committee for overseeing regulatory and legal risk,
to the Loan Committee of the Bank for overseeing credit risk, and to the
Personnel Committee for oversight of risk related to management and staff.
These Committees report to the full Board to ensure the Company's overall risk
exposures are understood, including risk interrelationships. Risk reports are
provided at Committee and Board meetings and the Board regularly engages in
discussions of these risk reports and risk management. The Board also oversees
reputational risk.
Board Committees
The Company has established five standing committees of the Board of
Directors - the Audit and Compliance Committee, the Corporate Governance
Committee, the Executive Committee, the Investment Services Committee and the
Personnel Committee, which performs functions that are similar to those of a
compensation committee.
Audit and Compliance Committee of the Company. The Audit and Compliance
Committee has oversight responsibility for and reviews all financial and other
reports provided by the Company's independent auditors and the Company's
internal audit firm. The Audit and Compliance Committee evaluates and selects
the independent auditor subject to shareholder ratification. The Audit and
Compliance Committee, in its meetings with the Company's auditors, discusses and
approves the audit and compliance scope and reviews all audit findings. The
members of the Audit and Compliance Committee are Messrs. Odlum (Chair), Bogino,
Fleming, Guarco and Ms. Woodford. All members of the Audit and Compliance
Committee are independent in accordance with Rule 5605 of the NASDAQ listing
standards. The Audit and Compliance Committee operates pursuant to a written
charter adopted by the Board. The Audit and Compliance Committee met four times
during 2009.
Corporate Governance Committee of the Company. The Corporate Governance
Committee functions as the nominating committee for director candidates,
identifies qualified individuals to become members of the Company's Board of
Directors, determines the composition of the Board of Directors and its
committees, monitors and assesses the effectiveness of the Board of Directors,
develops and implements the Company's corporate governance guidelines and
reviews and recommends director compensation. All members of the Corporate
Governance Committee are independent as that term is defined in Rule 5605 of the
NASDAQ listing standards. The members of the Corporate Governance Committee are
Messrs. Young (Chair), Bogino and Fleming and Ms. Woodford. The Corporate
Governance Committee operates pursuant to a written charter adopted by the
Board. The Corporate Governance Committee met six times during 2009.
The Corporate Governance Committee has a formal policy regarding the
consideration of director candidates recommended by shareholders which sets
forth the minimum qualifications of suitable nominees for director as well as
approved processes for identifying and evaluating nominees. The Corporate
Governance Committee will consider any director candidate recommended by
shareholders in accordance with the standards set forth in its Charter. Such
suggestions, together with appropriate biographical information, should be
submitted to: SBT Bancorp, Inc., Attn: Gary R. Kevorkian, Secretary, 760
Hopmeadow Street, P.O. Box 248, Simsbury, Connecticut 06070. Possible
candidates who have been suggested by shareholders are evaluated by the
Corporate Governance Committee in the same manner as are other possible
candidates.
The general criteria used to establish the traits, abilities and experience
that the Corporate Governance Committee looks for in determining candidates for
election to the Board include highest ethical character, independence from
Management, ability to represent all shareholders of the Company, ability to
exercise sound business judgment, relevant expertise and experience that would
benefit the Company and the ability to offer advice and guidance to the Chief
Executive and the Board. Key among the criteria is a director's existing ties
to the Company's markets and adherence to Company's Code of Ethics and Conflicts
of Interest Policy. All directors are subject to mandatory retirement from
service on the Company's Board of Directors upon reaching seventy-six years of
age. The Corporate Governance Committee has not adopted a formal diversity
policy with regard to the selection of director nominees. However, the
Corporate Governance Committee considers diversity as a factor in identifying
director nominees and believes the Board as a whole should be a diverse body,
with diversity reflecting age, gender, background and professional experience.
Executive Committee of the Company. The Executive Committee is responsible
for the general supervision of the Company's affairs between meetings of the
full Board, oversees the Company's investments, asset/liability management,
budget and capital planning and reviews the Company's interest rate sensitivity
and deposit and loan pricing. The Executive Committee also is responsible for
overseeing the Company's information technology planning, security and
development. The members of the Executive Committee are Messrs. Bogino (Chair),
Geitz, Odlum, Sessions and Young. The Executive Committee met 13 times during
2009.
Investment Services Committee of the Company. The Investment Services
Committee has oversight of the performance of the Bank's wholly-owned
subsidiary, SBT Investment Services, Inc., reviews the financial and market
performance of the subsidiary offering non-deposit products, including review
and approval of the selection of and contracts with third party broker/dealers,
review of all product types sold, appointment of Bank Management to fill needed
roles, recommendation of prudent policies and procedures, setting of commission
structures and oversight of compliance with applicable regulations. The
Committee also evaluates opportunities in the marketplace for enhancing the
Company's offering of non-deposit products and services. The members of the
Investment Services Committee are Messrs. Young (Chair), Bogino, Geitz,
Kevorkian, Reynolds. The Investment Services Committee met four times in 2009.
Personnel Committee of the Company. The Personnel Committee performs
functions that are similar to those of a compensation committee. The Personnel
Committee determines the compensation of the Bank's employees, which include the
Company's executive officers. In determining the compensation of the Bank's
employees, including the Company's executive officers, the Personnel Committee
considers the recommendations of Martin J. Geitz, President and CEO of the
Company and the Bank. The members of the Personnel Committee are Messrs.
Sessions (Chair), Guarco, Kevorkian, Reynolds and Young. All members of the
Personnel Committee are independent in accordance with Rule 5605 of the NASDAQ
listing standards. The Personnel Committee does not have a written charter.
The Personnel Committee met eight times in 2009.
Bank Committee
The Bank's Board of Directors has a Loan Committee, all of whose members
are directors of both the Bank and the Company. The Loan Committee is
responsible for the review and approval of consumer, mortgage and commercial
loan requests above the respective individual or collective lending authorities
of Bank loan officers as established in the Bank's Loan Policy. The Loan
Committee is also responsible for ensuring compliance with the Bank's credit
policies as annually approved by the Bank's Board of Directors, including the
review and monitoring of the diversification of the loan portfolio and oversight
of the Bank's compliance with the Community Reinvestment Act (CRA). The Loan
Committee also reviews and monitors the growth and credit quality of the loan
portfolio, including loan originations, delinquencies, risk rating changes, loan
loss reserves and loan collection activities. The members of the Loan Committee
are Messrs. Bogino (Chair), Geitz, Kevorkian, Sessions and Young. The Loan
Committee met 25 times during 2009.
Availability of Committee Charters
The Audit and Compliance Committee and the Corporate Governance Committee
each operates pursuant to a separate written charter adopted by the Board. Each
committee reviews its charter at least annually. The two committee charters can
be viewed at http://www.simsburybank.com/aboutus-shareholders.php. Each charter
is also available in print to any shareholder who requests it. The information
contained on the website is not incorporated by reference or otherwise
considered a part of this document.
Board Meetings
The Board held 18 meetings, including the annual shareholders meeting,
during 2009. All of the Company's incumbent directors attended at least 75% of
the aggregate of (i) the total number of meetings of the Board of Directors and
(ii) the total number of meetings held by the Committees of the Board of
Directors on which such directors served during 2009.
Board members are expected to attend the Company's annual meeting of
shareholders. Nine of the 10 Company directors attended the May 12, 2009 annual
meeting of shareholders of the Company.
Shareholder Communications
The Board of Directors has a formal process in place for shareholder
communication to the Board of Directors or any individual director.
Shareholders wishing to communicate with the Board of Directors or any
individual director may write to SBT Bancorp, Inc., Gary R. Kevorkian,
Secretary, 760 Hopmeadow Street, P.O. Box 248, Simsbury, Connecticut 06070. All
communications received of a relevant nature will be forwarded to the full Board
or appropriate individual director as directed. The Board of Directors believes
this approach is reasonable in light of the relatively small number of
shareholders of the Company and the relatively small number of communications
the Board expects to receive in the foreseeable future.
Code of Ethics and Conflicts of Interest Policy
The Company has adopted a Code of Ethics and Conflicts of Interest Policy
that applies to all employees, officers and directors. The Company will supply
a copy of the Code of Ethics and Conflicts of Interest Policy upon written or
oral request. To obtain a copy please write to us at SBT Bancorp, Inc., 760
Hopmeadow Street, P.O. Box 248, Simsbury, Connecticut 06070-0248 or call the
Company at (860) 408-5493.
COMPENSATION AND OTHER MATTERS
Executive Compensation
The following table presents information relating to the compensation of
the Company's CEO and the two other executive officers (NEOs) named below for
the fiscal years ended December 31, 2009 and 2008.
Summary Compensation Table
Name and principal Year Salary Bonus Stock Option Non-equity Non- All other Total
position awards awards incentive qualified Compen-
plan deferred sation
compen- earnings
sation
- ----------------------------------------------------------------------------------------------------------------------------
Martin J. Geitz 2009 $187,400 (1) $0 (2) $0 $0 (4) $0 $0 $23,363(6) $210,763
President & Chief 2008 $181,804 (1) $0 (3) $0 $60,179 (5) $0 $0 $19,183(6) $261,166
Executive Officer
Anthony F. Bisceglio 2009 $135,000 $10,000 (2) $0 $0 $0 $0 $5,238(7) $150,238
Executive Vice 2008 $129,735 $0 (3) $0 $0 $0 $0 $5,637(7) $135,372
President & Chief
Financial Officer
Paul R. Little 2009 $127,100 $4,500 (2) $0 $28,401 (8) $0 $0 $4,083(10) $164,084
Senior Vice
President & 2008 $123,147 $0 (3) $0 $28,401 (9) $0 $0 $4,297(10) $155,845
Chief Lending
Officer
(1) Mr. Geitz also serves as a director, but did not receive any compensation
for those services.
(2) 2009 performance bonus to be paid in 2010.
(3) 2008 performance bonus paid in 2009.
(4) The dollar value of the stock options was determined using the calculation
explained in Footnote 17 of the Consolidated Financial Statements appearing
in the Company's 2009 Annual Report. Options may not be exercised in full
or in part prior to the expiration of one year from the date of grant. One
third of the options become exercisable on each of the first through third
annual anniversary dates of the grant.
(5) The dollar value of the stock options was determined using the calculation
explained in Footnote 16 of the Consolidated Financial Statements appearing
in the Company's 2008 Annual Report. Options may not be exercised in full
or in part prior to the expiration of one year from the date of grant. One
third of the options become exercisable on each of the first through third
annual anniversary dates of the grant.
(6) Includes Mr. Geitz's personal use of a Bank-leased automobile, annual dues
for country club membership, employer match of 401k Plan contributions,
employer-paid premiums for group term life insurance in excess of $50,000
and employer-paid portion of health insurance normally paid by an employee.
(7) Includes Mr. Bisceglio's employer match of 401k Plan contributions and
employer-paid premiums for group term life insurance in excess of $50,000.
(8) The dollar value of the stock options was determined using the calculation
explained in Footnote 17 of the Consolidated Financial Statements appearing
in the Company's 2009 Annual Report. Options may not be exercised in full
or in part prior to the expiration of one year from the date of grant. One
third of the options become exercisable on each of the first through third
annual anniversary dates of the grant.
(9) The dollar value of the stock options was determined using the calculation
explained in Footnote 16 of the Consolidated Financial Statements appearing
in the Company's 2008 Annual Report. Options may not be exercised in full
or in part prior to the expiration of one year from the date of grant. One
third of the options become exercisable on each of the first through third
annual anniversary dates of the grant.
(10) Includes Mr. Little's employer match of 401k Plan contributions and
employer-paid premiums for group term life insurance in excess of $50,000.
(11) Includes Mr. Zern's employer match of 401k Plan contributions and
employer-paid premiums for group term life insurance in excess of $50,000.
The Personnel Committee is responsible for reviewing the performance and
establishing the compensation of the Bank's officers and key employees,
including the Company's executive officers. The Committee relies upon industry
information, including surveys of similarly sized and located institutions,
gathered by Management at the Committee's request, and targets the Bank's
compensation to be generally at the level of its peer group institutions. The
members of this committee are Messrs. Sessions (Chair), Guarco, Kevorkian,
Reynolds and Young.
The Personnel Committee did not retain the services of a compensation consulting
firm for 2009. With respect to 2010, the Personnel Committee anticipates hiring
a compensation consulting firm and is presently soliciting bids from such firms.
Employment Agreements
The Bank maintains employment agreements with the following named executive
officers: Messrs. Geitz, Bisceglio and Little. The continued success of the
Company and the Bank depends to a significant degree on the skills and
competence of these officers. These agreements are with the Bank, not the
Company.
Martin J. Geitz, President and Chief Executive Officer - The Bank and
Martin J. Geitz are parties to an Employment Agreement, effective as of October
4, 2004, which was subsequently amended effective as of December 31, 2008. The
term of that agreement is the earlier to occur of Mr. Geitz attaining the age of
sixty-five or the termination of Mr. Geitz's contract voluntarily or upon some
other basis. Mr. Geitz is to be paid a salary of $170,000, subject to
adjustment by the Board. In addition, Mr. Geitz is entitled to an annual bonus
in an amount and form set by the Board. Option grants are discussed in the
footnotes of the Summary Compensation Table and the Outstanding Equity Awards
Table. Mr. Geitz is entitled to: (1) participate in the Bank's comprehensive
health insurance and major medical coverage; (2) participate in any long-term
disability insurance plan and pension plan maintained by the Bank; (3) paid
vacation of four weeks per year; (4) the use of an automobile for business
purposes; (5) membership in a private "country" or similar golf club; and (6)
attendance at two banking trade association conventions per year, including the
cost of attendance and travel for Mr. Geitz and his spouse. The Bank may
terminate Mr. Geitz's employment at any time without notice. The Bank may give
up to sixty days' prior notice of the termination. If such notice is given to
Mr. Geitz, the Bank may require him to remain in the employ of the Bank for the
period of notice given. If the Bank terminates Mr. Geitz's employment for other
than Cause or due to a Change in Control or potential Change in Control (as such
terms are defined in the Employment Agreement), Mr. Geitz shall be entitled to
receive a lump sum payment equal to the aggregate of: (1) twelve months of Mr.
Geitz's then current salary base salary; (2) an amount equal to bonus to which
he would have been entitled under the agreement had a Change of Control
occurred; (3) payment for any accrued but unused vacation time; and (4) payment
of Mr. Geitz's medical insurance for twelve months following his termination.
This lump sum amount shall be reduced by any compensation Mr. Geitz receives for
other employment after the termination of his employment with the Bank. Mr.
Geitz may voluntarily terminate his employment on ninety days' prior notice to
the Bank, however, notice need not be given where the termination has been
approved by the Board of Directors or there has been a material breach of the
Bank's obligations under the agreement. If Mr. Geitz fails to meet the terms of
the agreement concerning his voluntary termination, the Bank will be entitled to
enjoin Mr. Geitz's employment with any significant competitor of the Bank for a
period of twelve months. In the event of a Change in Control or Potential
Change in Control of the Bank or the Company, Mr. Geitz would be entitled to
receive (1) credit for his years of service to the Bank plus five additional
years for purposes of vesting and calculation of benefits under any benefit plan
of the Bank or a successor thereto; (2) twelve months notice of termination
during which time he shall receive payment at his then current salary and the
highest bonus received by Mr. Geitz during the preceding thirty-six months,
provided that if the Change in Control occurs prior to December 31, 2005 the
amount of the bonus will equal $25,000; (3) a lump sum cash payment in an amount
equal to the sum of Mr. Geitz's then current salary plus the highest bonus he
had received during the preceding 36 months; and (4) outplacement services in an
amount not to exceed $10,000. Mr. Geitz is not entitled to receive compensation
or other benefits for any period after termination for Cause. Notwithstanding
anything to the contrary set forth in Mr. Geitz's Employment Agreement, any
payments due to Mr. Geitz as a result of his termination of employment may be
delayed for up to six months after his termination of employment if the Bank
determines that the delay is necessary to comply with Section 409A of the
Internal Revenue Code. In the event that payments are delayed, the Bank will
pay 5% simple interest on such delayed payments to Mr. Geitz.
The Personnel Committee of the Company has authorized a Supplemental
Executive Retirement Agreement with Mr. Geitz. However, as a result of the
Company's participation in the Capital Purchase Program under the U.S.
Treasury's Troubled Asset Relief Program, the proposed Supplemental Executive
Retirement Agreement with Mr. Geitz has not been implemented. If and when the
agreement is implemented, the Personnel Committee of the Company has authorized
the payment of a supplemental annual pension of $82,800, payable in equal
monthly installments, for a period of fifteen years, to Mr. Geitz upon his
retirement on or after attaining the age of 65. The Personnel Committee
anticipates that other provisions of the Supplemental Executive Retirement
Agreement with Mr. Geitz would be substantially similar to the provisions
contained in Mr. Bisceglio's Supplemental Executive Retirement Agreements
described below.
Anthony F. Bisceglio, Executive Vice President, Treasurer and Chief
Financial Officer - Anthony F. Bisceglio is an at-will employee of the Company
and the Bank. He is entitled to receive paid time off of 28 days per year and
to participate in the Bank's benefit plans, including its medical plan, dental
plan and 401k retirement plan. The Bank has entered into a Change in Control
Agreement with Mr. Bisceglio dated July 30, 1999, which was subsequently amended
as of December 31, 2008. That Agreement provides for payment to Mr. Bisceglio
in the event of a Change in Control or Potential Change in Control (as such
terms are defined in the Change in Control Agreement) of the Company or the
Bank. Under those circumstances, Mr. Bisceglio would be entitled to receive (1)
credit for his years of service to the Bank plus five years for purposes of
vesting and calculation of benefits under any benefit plan of the Bank or a
successor thereto, (2) twelve months notice of termination during which time he
shall receive payment at his then current salary and the highest bonus received
by Mr. Bisceglio during the preceding 36 months, (3) a lump sum cash payment in
an amount equal to the sum of Mr. Bisceglio's then current salary plus the
highest bonus he had received during the preceding 36 months, and (4)
outplacement services in an amount not to exceed $10,000. Notwithstanding
anything to the contrary set forth in Mr. Bisceglio's Change in Control
Agreement, any payments due to Mr. Bisceglio as a result of his termination of
employment may be delayed for up to six months after his termination of
employment if the Bank determines that the delay is necessary to comply with
Section 409A of the Internal Revenue Code. In the event that payments are
delayed, the Bank will pay 5% simple interest on such delayed payments to Mr.
Bisceglio.
The Bank entered into a Supplemental Executive Retirement Agreement with
Mr. Bisceglio dated April 23, 2001. This Agreement provides that upon Mr.
Bisceglio's retirement on or after attaining age 65, the Bank shall pay him a
supplemental annual pension of $10,000, payable in equal monthly installments,
for a period of twenty years. Upon Mr. Bisceglio's death, while still actively
employed with the Bank, his designated beneficiary shall receive an annual
survivor's benefit equal to $10,000, payable in equal monthly installments, for
a period of twenty years. Upon Mr. Bisceglio's death, while receiving the
supplemental annual pension, his designated beneficiary shall receive the
remaining equal monthly payments which would have been due to Mr. Bisceglio.
Furthermore, upon a change in control of the Company or the Bank, Mr. Bisceglio
would be credited with five years of service with respect to the Supplemental
Executive Retirement Agreement. The Personnel Committee of the Company has
authorized an additional $21,500 annual supplemental pension payable over 15
years to Mr. Bisceglio on substantially the same terms as the SERP agreement
with Mr. Bisceglio dated April 23, 2001. The Bank anticipates entering into a
second Supplemental Executive Retirement Agreement with Mr. Bisceglio
formalizing these additional benefits in the near future.
Paul R. Little, Senior Vice President and Chief Lending Officer - Paul R.
Little is an at-will employee of the Bank. He is entitled to receive paid time
off of 28 days per year and to participate in the Bank's benefit plans,
including its medical plan, dental plan and 401k retirement plan. The Bank has
entered into a Change in Control Severance Agreement with Mr. Little dated
December 30, 2008. Under the Change in Control Severance Agreement, Mr. Little
is entitled to the following compensation if his position is terminated as a
result of a Change in Control (as such term is defined in the Change in Control
Severance Agreement): (1) a lump sum payment equal to two years of base salary
and bonus; (2) accelerated vesting of his stock options and any other
performance related incentive compensation awards; and (3) 24 months of coverage
of health benefits on the same terms as were provided prior to termination.
Notwithstanding anything to the contrary set forth in Mr. Little's Change in
Control Severance Agreement, any payments due to Mr. Little as a result of his
termination of employment may be delayed for up to six months after his
termination of employment if the Bank determines that the delay is necessary to
comply with Section 409A of the Internal Revenue Code.
Effect of Participation in Treasury's Capital Purchase Program
On March 27, 2009, we entered into a Securities Purchase Agreement with the
United States Department of the Treasury that provides for our participation in
the Capital Purchase Program ("CPP") under the Treasury's Troubled Assets Relief
Program ("TARP"). CPP participants must accept several NEO compensation-related
limitations that are associated with this Program. On March 27, 2009, each of
our NEOs agreed in writing to accept the CPP compensation standards and thereby
cap or eliminate some of their contractual or legal rights. The provisions
agreed to were as follows:
- No Golden Parachute Payments. "Golden parachute payment" under
the CPP means a severance payment resulting from involuntary
termination of employment, or from bankruptcy of the employer, that
exceeds three times the terminated employee's average annual base
salary over the five years prior to termination. Our NEOs have agreed
to forego all golden parachute payments for as long as two conditions
remain true: They remain "senior executive officers" (CEO and the next
two highest-paid executive officers), and the Treasury continues to
hold our equity or debt securities we issued to it under the CPP (the
period during which the Treasury holds those securities is the "CPP
Covered Period").
- Recovery of Bonus, Retention Awards, and Incentive Compensation
if Based on Certain Material Inaccuracies. Our NEOs have also agreed
to a "clawback provision," which means that we can recover any bonus,
retention award or incentive compensation paid during the CPP Covered
Period that is later found to have been based on materially inaccurate
financial statements or other materially inaccurate measurements of
performance.
- No Compensation Arrangements that Encourage Excessive Risks.
During the CPP Covered Period, we are not allowed to enter into
compensation arrangements that encourage NEOs to take "unnecessary and
excessive risks that threaten the value" of our company. To make sure
this does not happen, the Personnel Committee is required to meet at
least once a year with our senior risk officers to review our
executive compensation arrangements in the light of our risk
management policies and practices.
- Limitation on Federal Income Tax Deductions. During the CPP
Covered Period, we are not allowed to take federal income tax
deductions for compensation paid to senior executive officers in
excess of $500,000 per year.
Effect of the Restrictions Added by 2009 Stimulus Act
On February 17, 2009, President Obama signed the American Recovery and
Reinvestment Act of 2009 (the "Stimulus Act") into law. The Stimulus Act
modified the compensation-related limitations contained in the CPP, created
additional compensation-related limitations and directed the Secretary of the
Treasury to establish standards for executive compensation applicable to
participants in the TARP. On June 10, 2009, the Secretary of the Treasury
announced interim final rules to establish such standards. The
compensation-related limitations modified by the Stimulus Act and the rules
established by the Secretary of the Treasury are as follows:
- No Severance Payments. "Golden parachutes" were redefined as any
payment for the departure from the Company for any reason, or any
payment due to a change in control of the Company, except for (a)
payments for services performed or benefits accrued, (b) payments due
to the employee's death or disability, (c) payments required to be
made pursuant to state statutes or foreign laws, or (d) payments made
pursuant to a qualified pension or retirement plan. Consequently, we
are prohibited from making any severance payment during the CPP
Covered Period to our "senior executive officers" (defined as the
principal executive officer, the principal financial officer and the
next three most highly compensated employees) and our next five most
highly compensated employees (total of ten employees).
- Recovery of Bonus, Retention Awards and Incentive Compensation if
Based on Certain Material Inaccuracies. The "clawback provision"
discussed above was extended to apply to any bonus, retention award or
awards and incentive compensation paid to any of our senior executive
officers or our next 20 most highly compensated employees (total of 25
employees) during the CPP Covered Period that is later found to have
been based on materially inaccurate financial statements or any other
materially inaccurate performance metric criteria. A financial
statement or performance metric criteria will be treated as materially
inaccurate with respect to any employee who knowingly engaged in
providing inaccurate information (including knowingly failing to
timely correct inaccurate information) relating to those financial
statements or performance metrics.
- No Compensation Arrangements that Encourage Earnings
Manipulation. During the CPP Covered Period, we are not allowed to
enter into compensation arrangements that encourage manipulation of
our reported earnings to enhance the compensation of any of our
employees.
- Limit on Incentive Compensation. Effective June 15, 2009, the
Company is prohibited from making payments or accruals during the CPP
Covered Period of any bonus, retention award or incentive compensation
to our most highly compensated employee other than awards of long-term
restricted stock that (i) do not fully vest during the CPP Covered
Period, and (ii) have a value not greater than one-third of the total
annual compensation of the award recipient. The prohibition on bonus,
incentive compensation and retention awards does not preclude payments
required under written employment contracts entered into on or prior
to February 11, 2009.
- Personnel Committee Functions. The Personnel Committee is to be
comprised solely of independent directors. The Personnel Committee
must meet at least semiannually to review and evaluate (i) the
compensation plans of the senior executive officers to ensure that
these plans do not encourage the senior executive officers to take
unnecessary and excessive risks, (ii) all employee compensation plans
for risks posed by these plans and methods to reduce these risks, and
(iii) all employee compensation plans to ensure that these plans do
not encourage manipulation of the Company's earnings to enhance the
compensation of any employee.
- Compliance Certifications. The Stimulus Act and rules also
require written certification by our Chief Executive Officer and Chief
Financial Officer of the Company's compliance with the provisions of
the Stimulus Act. These certifications must be contained in the
Company's Annual Report on Form 10-K beginning with the Annual Report
on Form 10-K for the fiscal year ended December 31, 2009. The
Personnel Committee must also provide to the U.S. Department of the
Treasury and the Company's primary regulator, within 120 days of the
Company's fiscal year end, (i) a certification that it has reviewed
all senior executive officers compensation plans and employee plans
and (ii) a narrative description identifying all senior executive
officer compensation plans and all employee compensation plans and
describing how unnecessary and excessive risks have been limited and
how the plans do not encourage the manipulation of the Company's
earnings to enhance the compensation of any employee.
- Perquisite Disclosure. Within 120 days of its fiscal year end,
the Company must disclose any perquisite whose total value exceeds
$25,000 for our most highly compensated employee and provide a
narrative description of the amount, nature and justification for the
perquisite to the U.S. Department of the Treasury and the Company's
primary regulator.
- Compensation Consultant Disclosure. If the Company, its Board of
Directors or the Personnel Committee engaged a compensation
consultant, the Company must provide a narrative description
describing all types of services provided by the compensation
consultant over the past three years to the U.S. Department of the
Treasury and the Company's primary regulator within 120 days of its
fiscal year end.
- Prohibition on Gross-Ups. The Company is prohibited from
providing (formally or informally) gross-ups to any of the senior
executive officers and the next 20 most highly compensated employees.
- Excessive or Luxury Expenditures Policy. The Company is required
to establish and maintain an excessive or luxury expenditures policy
and provide this policy to the U.S. Department of the Treasury and the
Company's primary regulator and post it on the Company's website. The
Company's Excessive or Luxury Expenditures Policy can be viewed at
http://www.simsburybank.com/aboutus-shareholders.php.
- Treasury Review of Bonuses Previously Paid. The Stimulus Act
directs the Secretary of the Treasury to review all compensation paid
to our senior executive officers and our next 20 most highly
compensated employees to determine whether any such payments were
inconsistent with the purposes of the Stimulus Act or were otherwise
contrary to the public interest. If the Secretary of the Treasury
makes such a finding, the Secretary of the Treasury is directed to
negotiate with the CPP recipient and the subject employee for
appropriate reimbursements to the federal government with respect to
compensation and bonuses found to be excessive.
- Say on Pay. Under the Stimulus Act, the SEC is required to
promulgate rules requiring an advisory, non-binding say on pay vote by
the shareholders on executive compensation at the annual meeting
during the CPP Covered Period. The Company has complied with the
provisions of the Stimulus Act and its implementing regulations in all
respect, which includes the submission of "Item 3: Non-Binding Vote on
Compensation of Named Executive Officers" set forth in this proxy
statement.
Outstanding Equity Awards at Fiscal Year-End
Name Option awards
Number of Number of Equity Option Option
securities securities incentive exercise expiration
underlying underlying plan price date
unexercised unexercised awards: ( $ )
options options Number of
(#) (#) securities
Exercisable Un-exercisable underlying
unexercised
unearned
options
(#)
- ---------------------------------------------------------------------------------------------------
Martin J. Geitz,
President & Chief
Executive Officer 21,000 (1) 0 0 $31.500 12/20/2015
Anthony F. Bisceglio,
Executive Vice
President, Treasurer
& Chief Financial
Officer 0 0 0 $0
Paul R. Little,
Senior Vice President
& Chief Lending
Officer 7,000 (2) 3,500 (2) 0 $30.000 5/16/2017
(1) Options vest at the rate of 33 1/3% per year, with vesting dates
of 12/21/2006, 12/21/2007 and 12/21/2008. Vesting is conditioned on
the named individual remaining an employee until the end of each
vesting period. Vesting may be accelerated under the circumstances
described in Mr. Geitz's employment agreement and the Company's 1998
Stock Plan.
(2) Options vest at the rate of 33 1/3% per year, with vesting dates
of 5/17/2008, 5/17/2009 and 5/17/2010. Vesting is conditioned on the
named individual remaining an employee until the end of each vesting
period. Vesting may be accelerated under the circumstances described
in Mr. Little's offer letter agreement and the Company's 1998 Stock
Plan.
Director Compensation
The Company has adopted a Director Compensation Plan for non-employee
directors. During 2009, directors were compensated for service by means of: (1)
an annual retainer of $4,000 per director; (2) $450 for each Board meeting
attended in person; and (3) $150 for each standing committee meeting attended in
person. That compensation rate structure remains in effect. No individual
arrangements were granted during 2009. The following table sets forth the
amount of compensation paid to non-employee directors in 2009.
Director Compensation
Name Fees Stock Option Non-equity Non- All other Total
earned awards awards incentive qualified Compensation
or paid plan deferred
in cash compen- compensation
sation earnings
- ------------------------------------------------------------------------------------------------------
Robert J. Bogino $17,800 $0 $0 $0 $0 $0 $17,800
James F. Fleming $10,750 $0 $0 $0 $0 $0 $10,750
Edward J. Guarco $11,500 $0 $0 $0 $0 $0 $11,500
Gary R. Kevorkian $15,100 $0 $0 $0 $0 $0 $15,100
George B. Odlum $11,950 $0 $0 $0 $0 $0 $11,950
Rodney R. Reynolds $11,950 $0 $0 $0 $0 $0 $11,950
David W. Sessions $16,300 $0 $0 $0 $0 $0 $16,300
Penny R. Woodford $11,950 $0 $0 $0 $0 $0 $11,950
Lincoln S. Young $17,500 $0 $0 $0 $0 $0 $17,500
Director nominee Jerry Long did not serve on the Board of Directors in 2009 and,
therefore, did not receive any compensation as a director in 2009.
Stock Option Plan
The Company previously issued options to purchase shares of its common
stock under the SBT Bancorp 1998 Stock Plan. As of March 12, 2010, there are
options outstanding to purchase an aggregate of 51,189 shares of the Company's
authorized but unissued common stock at a price of between $15.65 and $36.55 per
share and which will expire between the years 2011 and 2017. The SBT Bancorp
1998 Stock Plan expired in March 2008. Accordingly, there were no options
available to be granted during the year ended December 31, 2009 to the Company's
named executives or any other employees.
The following table sets forth the total number of securities authorized
for issuance under equity compensation plans as of December 31, 2009.
Number of
securities to be Number of securities
issued upon Weighted-average remaining available for
exercise of exercise price of future issuance under
outstanding outstanding equity compensation plans
options, warrants options, warrants (excluding securities
and rights and rights reflected in column (a))
(a) (b) (c)
------------------ ------------------ --------------------------
Equity compensation plans
approved by shareholders 51,189 $30.33 0
Equity compensation plans not
approved by shareholders 0 0 0
------------------ ------------------ --------------------------
Total 51,189 $30.33 0
================== ================== ==========================
Compensation Committee Interlocks and Insider Participation
The members of the Personnel Committee are Messrs. Sessions (Chair),
Guarco, Kevorkian, Reynolds and Young. Messrs. Sessions, Guarco and Kevorkian,
or their affiliates, have engaged in loan transactions with the Bank, as
discussed below, in "Certain Transactions." No other relationships required to
be reported under the rules promulgated by the Securities and Exchange
Commission exist with respect to members of our Personnel Committee.
Certain Transactions with Related Persons
During 2009 and 2008, certain of the Company's and the Bank's current
directors, executive officers and their affiliates had outstanding loans from
the Bank. The largest aggregate amount of such loans outstanding during the
period from January 1, 2009 to February 12, 2010 was on June 18, 2009 in an
aggregate amount of $7,022,043, which represented 32.80% of the Bank's equity on
that date, and approximately 3.67% of the Bank's outstanding loans as of that
date. All such loans were made in the ordinary course of the Bank's business,
were made on substantially the same terms, including interest rates and
collateral, as those prevailing at the time for comparable transactions with
other persons and did not involve more than the normal risk of collectability or
present other unfavorable features.
During 2009 and 2008 the Bank paid $65,420 and $61,548, respectively, for
rent and related expenses of the Bank's Granby branch office to Granby Pharmacy
Shoppers Plaza, LLC, a company of which Mr. Kevorkian, one of the Company's
directors, is a principal. Of these amounts paid, $13,264 and $9,392 were for
real estate taxes on the property during 2009 and 2008, respectively. The Bank
believes this to represent a fair market value lease. During 2009 and 2008, the
Bank paid $3,299 and $9,374, respectively, for oil costs to Stateline Oil, a
company of which Edward Guarco, one of its principals, is also a member of the
Company's board of directors.
Policy and Procedures for Review, Approval or Ratification of Related Person
Transactions
Our related person transaction practices and policies between the Company
or any of its subsidiaries and an executive officer, director or an immediate
family member are currently governed by the Company's Code of Ethics and
Conflicts of Interest Policy (the "Code of Ethics"). In the ordinary course of
business, directors (or a business in which the director is a partner, director,
shareholder or executive officer) may provide services to the Company or to
customers of the Bank. We require our directors and executive officers to
complete a questionnaire, annually, to provide information specific to related
party transactions.
Once we become aware of a proposed or a recurring activity with a related
party, it is referred to the Chairman of the Board of Directors and the Chief
Executive Officer who are authorized to determine whether the activity
constitutes a conflict of interest and to act upon that determination. A
transaction with a related party shall be consummated or shall continue only if
such transaction is in accordance with the guidelines set forth in the Code of
Ethics. Any material related person transaction involving officers will be
disclosed to the Chief Executive Officer and any material related party
transactions involving the Chief Executive Officer or a director will be
disclosed to the Chairman of the Corporate Governance Committee.
Recommendation of the Board of Directors
The Board of Directors intends to vote all proxies held by it in favor of
all director nominees, unless shareholders direct otherwise. Election to the
Board of the four Class II directors of the Company shall require the
affirmative vote of a plurality of the votes cast at the 2010 Annual Meeting.
Abstentions and broker non-votes with respect to the election of directors will
not be included in determining whether nominees have received the votes of such
plurality.
THE BOARD RECOMMENDS UNANIMOUSLY A VOTE ''FOR" ELECTION OF MESSRS. GEITZ,
KEVORKIAN, LONG AND ODLUM THE BOARD OF DIRECTORS.
ITEM 2
------
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Audit and Compliance Committee has selected Shatswell, MacLeod & Co.,
P.C. as independent auditors to audit the financial statements of the Company
for the fiscal year ending December 31, 2010. Shatswell, MacLeod & Co., P.C.
served as the Company's independent auditors for the fiscal year ended December
31, 2009 and has reported on the Company's financial statements for such year.
Prior to the reorganization that occurred on March 2, 2006, Shatswell, MacLeod &
Co., P.C. served as the independent auditor of the Bank.
A representative of Shatswell, MacLeod & Co., P.C. is expected to be present at
the 2010 Annual Meeting and will have the opportunity to make a statement if he
or she desires to do so and will be available to respond to appropriate
questions from shareholders.
The Audit and Compliance Committee has not developed detailed pre-approval
policies because all engagements of independent accountants for audit and
non-audit services must be approved by the Audit and Compliance Committee.
Principal Accountant Fees and Services
The following table reflects the aggregate fees billed for the last two
fiscal years for professional services by the principal accountant of the
Company and the Bank for the audit of their respective annual financial
statements and the aggregate fees billed in each of the last two fiscal years
for professional services rendered by such principal accountant for tax
compliance, tax advice and tax planning.
2009 2008
-------------- --------------
Audit Fees $63,105 $62,012
Audit-Related Fees (1) $0 $0
Tax Fees (2) $6,500 $6,539
All Other Fees $38,544 $0
-------------- --------------
Total $108,149 $68,551
============== ==============
(1) Non-financial statement audits.
(2) Preparation of tax returns and estimates for each year.
All of the fees paid to Shatswell, MacLeod & Co., P.C. in 2009 were pre-approved
by the Audit & Compliance Committee. For 2009, the $38,544 under the category
"All Other Fees" was for work performed by Shatswell, MacLeod & Co., P.C. for an
information technology risk assessment and for a non-public information database
audit.
Recommendation of the Board of Directors
The Board of Directors intends to vote all proxies held by it in favor of
ratifying the selection of Shatswell, MacLeod & Co., P.C. as the Company's
independent auditors for the year ending December 31, 2010 (unless shareholders
direct otherwise).
THE BOARD RECOMMENDS UNANIMOUSLY A VOTE ''FOR" RATIFICATION OF THE
SELECTION OF THE FIRM OF SHATSWELL, MACLEOD & CO., P.C. AS INDEPENDENT AUDITORS
FOR THE COMPANY FOR 2010.
AUDIT AND COMPLIANCE COMMITTEE REPORT
The Audit and Compliance Committee of the Board is responsible for
providing independent, objective oversight of the Company's accounting
functions, internal controls and financial reporting process. The Audit and
Compliance Committee is comprised of five directors, each of whom is independent
as defined by the NASDAQ listing standards. The members of the Audit and
Compliance Committee are the same as the members of the Bank's Audit and
Compliance Committee.
Management is responsible for the Company's internal controls and financial
reporting process. The Company's independent auditors, Shatswell, MacLeod &
Co., P.C., are responsible for performing an independent audit of the Company's
consolidated financial statements in accordance with auditing standards
generally accepted in the United States of America and to issue a report
thereon. The Audit and Compliance Committee's responsibility is to monitor and
oversee the financial reporting and audit processes.
In connection with these responsibilities, the Company's Audit and
Compliance Committee met with management and the independent auditors to review
and discuss the Company's December 31, 2009 consolidated financial statements.
The Audit and Compliance Committee also discussed with the independent auditors
the matters required by Statement on Auditing Standards No. 61, as amended
(AICPA, Professional Standards, Vol. 1, AU section 380), as adopted by the
Public Company Accounting Oversight Board in Rule 3200T. The Audit and
Compliance Committee also received written disclosures and the letter from the
independent auditors required by applicable requirements of the Public Company
Accounting Oversight Board regarding the independent auditors' communications
with the Audit and Compliance Committee concerning independence, and discussed
with the independent auditors that firm's independence.
Based upon the Audit and Compliance Committee's discussions with management
and the independent accountants, and its review of the information described in
the preceding paragraph, the Audit and Compliance Committee recommended that the
Board include the audited consolidated financial statements of the Company in
the Company's annual report on Form 10-K for the last fiscal year filed.
Audit Committee
George B. Odlum, Jr., DMD (Chairman)
Robert J. Bogino
James T. Fleming
Edward J. Guarco
Penny R. Woodford
ITEM 3
------
NON-BINDING VOTE ON COMPENSATION OF NAMED EXECUTIVE OFFICERS
We believe that our compensation policies and procedures are competitive,
are focused on pay-for-performance principles and are strongly aligned with the
long-term interests of our shareholders. We also believe that both we and our
shareholders benefit from responsive corporate governance policies and
constructive and consistent dialogue. The proposal described below, commonly
known as a "Say on Pay" proposal, gives you as a shareholder the opportunity to
endorse or not endorse the compensation for our named executive officers by
voting to approve or not approve such compensation as described in this proxy
statement.
On February 17, 2009, President Obama signed the American Recovery and
Reinvestment Act of 2009 (the "Stimulus Act") into law. The Stimulus Act
requires, among other things, every participant in the Troubled Asset Relief
Program to permit a non-binding shareholder vote to approve the compensation of
the participant's executives. Accordingly, we are asking you to approve the
compensation of the Company's named executive officers as described under
"COMPENSATION AND OTHER MATTERS" in this proxy statement. Under the Stimulus
Act, your vote is advisory and will not be binding upon the Board. However, the
Personnel Committee will take into account the outcome of the vote when
considering future executive compensation arrangements.
Recommendation of the Board of Directors
The Board of Directors intends to vote all proxies held by it in favor of
approving the compensation of the named executive officers as determined by the
Personnel Committee.
THE BOARD RECOMMENDS UNANIMOUSLY A VOTE "FOR" THE NON-BINDING APPROVAL OF
THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS AS DETERMINED BY THE PERSONNEL
COMMITTEE.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's directors, executive officers and persons who beneficially own
more than 10% of the Company's common stock ("Reporting Persons") to file
certain reports concerning their beneficial ownership of the Company's common
stock with the Securities and Exchange Commission (the "SEC") and to furnish the
company with copies of such reports. Prior to the bank holding company
reorganization on March 2, 2006, these reports were filed by Reporting Persons
of the Bank with the Federal Deposit Insurance Corporation (the "FDIC"). Based
solely upon the Company's review of its Reporting Persons' Forms 3, 4 and 5
filed with the SEC during and for the year ended December 31, 2009, and on
written representations by certain officers and directors, to the best of the
Company's knowledge, all of the filings by the Company's directors and executive
officers, except for Mr. Zern, were made on a timely basis during the 2009
fiscal year. In February 2008, Mr. Zern was elected as an executive officer of
the Company. A timely Form 3 was not filed by Mr. Zern. However, from the date
Mr. Zern became an officer to the date of filing of the late Form 3 on January
22, 2010, Mr. Zern held no shares of Common Stock or other securities
exercisable or convertible into shares of Common Stock. No other Reporting
Person was delinquent with respect to his or her reporting obligations.
OTHER MATTERS
The Board knows of no other business to be brought before the 2010 Annual
Meeting. If, however, any other business should properly come before the 2010
Annual Meeting, the persons named in the accompanying proxy will vote the proxy
as in their discretion they may deem appropriate, unless they are directed by
the proxy to do otherwise.
SHAREHOLDER PROPOSALS AND NOMINATIONS
Shareholders entitled to vote for the election of directors at the 2011
Annual Meeting may make nominations of individuals for election to the Board.
Such nominations shall be made in writing, and shall be delivered or mailed and
received by the Secretary of the Company not less than 90 nor more than 130
calendar days prior to such Annual Meeting, which is expected to be held on May
10, 2011. The Board's Corporate Governance Committee considers such
nominations.
Such written nominations shall contain the following information, to the
extent known to the nominating shareholder: (1) the name, age, business and
residence address of each proposed nominee; (2) the principal occupation or
employment of each proposed nominee; (3) the total number of shares of common
stock of the Company that are beneficially owned by each proposed nominee; (4)
the name and address of the nominating shareholder; (5) the total number of
shares of common stock of the Company owned by the nominating shareholder; (6) a
representation that the shareholder is a holder of record of stock of the
Company entitled to vote at such meeting and intends to appear in person or by
proxy at the meeting to nominate the person or persons specified in the notice;
and (7) a description of all arrangements or understandings between the
shareholder and each nominee and any other person or persons (naming such person
or persons) pursuant to which the nomination or nominations are to be made by
the shareholders. Nominations by beneficial owners of stock of the Company who
are not record holders must be accompanied by evidence satisfactory to the
Secretary of the Company showing that such nominating persons are entitled to
act with respect to such shares. Nominations that are not made in accordance
with these procedures shall be deemed void. The credentials and qualifications
of all nominees also are subject to review by the Board.
Any proposal intended to be presented by a shareholder at the Company's
2011 Annual Meeting of Shareholders which is not a nomination to the Board must
be presented to the Company in writing, and must be delivered or mailed and
received by the Secretary of the Company not less than 90 nor more than 130
calendar days prior to the 2011 Annual Meeting, which is expected to be held on
May 10, 2011. Such notice shall include: (1) a brief description of the
business desired to be brought before the Annual Meeting and the reasons for
conducting such business at the 2011 Annual Meeting; (2) the name and address,
as they appear on the Company's records, of the shareholder proposing such
business; (3) the number of shares of the Company's common stock which are
beneficially owned by the shareholder; and (4) any material interest of the
shareholder in such business.
In order for a shareholder proposal to be included in the proxy statement
and form of proxy for the Company's 2011 Annual Meeting the proposal must be
received by the Company not later than December 12, 2010 and comply with all the
requirements of Rule 14a-8 of the Securities Exchange Act of 1934. In addition,
if the Company is not notified of a shareholder proposal by February 25, 2011
then the proxies held by management of the Company may provide the discretion to
vote against such shareholder proposal, even though such proposal is not
included in the proxy statement and form of proxy.
Nominations and proposals should be addressed to Gary R. Kevorkian,
Secretary, SBT Bancorp, Inc., 760 Hopmeadow Street, P.O. Box 248, Simsbury,
Connecticut 06070-0248. It is suggested that such nominations and proposals be
sent by Certified Mail-Return Receipt Requested.
ANNUAL REPORT ON FORM 10-K REPORT
The financial statements of the Company as of and for the year ended
December 31, 2009 are contained in the Company's Annual Report on Form 10-K
filed with the Securities and Exchange Commission on or before March 31, 2010.
The Annual Report on Form 10-K is not to be considered as a part of this proxy
soliciting material. Copies of the Company's Annual Report on Form 10-K will be
forwarded without charge upon written request to Gary R. Kevorkian, Secretary,
SBT Bancorp, Inc., 760 Hopmeadow Street, P.O. Box 248, Simsbury, Connecticut
06070-0248.
DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS
The Company intends to deliver one Proxy Statement to multiple
shareholders of the Company sharing an address, unless we receive contrary
instructions from one or more of such shareholders. Upon written or oral
request we will provide a separate copy of the Company's Proxy Statement to a
shareholder sharing an address with another shareholder to which a single copy
of the Proxy Statement were sent. To request an additional copy of the Proxy
Statement, please call the Company at (860) 408-5493 or write to us at SBT
Bancorp, 760 Hopmeadow Street, P.O. Box 248, Simsbury, Connecticut 06070-0248.
In the future, if you wish to receive a separate copy of the Company's Proxy
Statement, please call or write to us at the number and address listed above.
Similarly, shareholders sharing an address who are receiving multiple copies of
the Company's Proxy Statement and who wish to receive only one copy of these
materials at their address can so request by contacting us at the same telephone
number and address.
By order of the Board of Directors
/S/
Simsbury, Connecticut Gary R. Kevorkian, Secretary
April 12, 2010
SBT BANCORP, INC.
Proxy for the Annual Meeting of Shareholders
to be held on May 11, 2010
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby constitutes and appoints Robert J. Bogino and David
W. Sessions and each of them acting alone, with full power of substitution, as
Proxies to represent all shares of stock of SBT Bancorp, Inc. (the "Company")
which the undersigned would be entitled to vote if personally present at the
Annual Meeting of Shareholders of the Company to be held at The Simsbury Bank &
Trust Company's main office, 981 Hopmeadow Street, Simsbury, Connecticut on
Tuesday, May 11, 2010 at 5:00 p.m., local time, and at any adjournment thereof.
You are encouraged to specify your choice by marking the appropriate box,
SEE REVERSE SIDE. The Proxies cannot vote your shares unless you sign, date and
return this card.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
[X] PLEASE MARK VOTES AS IN THIS EXAMPLE
1. The Board of Directors unanimously 2. The Board of Directors unanimously
recommends a "For" vote. recommends a "For" vote. To ratify
To elect the four Class II directors the appointment of Shatswell, MacLeod
each to serve a three year term: & Co., P.C. as the Company's
Nominees: Martin J. Geitz, Gary R. independent auditors for the fiscal
Kevorkian, Jerry W. Long and George year ending December 31, 2010.
B. Odlum, Jr., DMD
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
FOR WITHHELD
[ ] [ ] 3. The Board of Directors unanimously
For: except vote withheld from recommends a "For" vote. To approve,
the following nominee(s) on a non-binding basis, the
compensation of the Company's named
----------------------------------- executive officers as determined by
the Personnel Committee.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
4. In their discretion, the Proxies, or
either of them, are authorized to
vote upon such other business as may
properly come before the meeting.
This Proxy, when properly executed,
will be voted on behalf of the
undersigned as directed herein by the
undersigned shareholder. If no
direction is made, this proxy will be
voted "FOR" Proposals 1, 2 and 3.
Please sign exactly as your name appears hereon. Joint owners must both sign.
Attorney, executor, administrator, trustee, or guardian must give full title as
such. A corporation or partnership must sign in its name by authorized person.\
[ ] MARK HERE FOR ADDRESS CHANGE AND [ ] MARK HERE IF YOU PLAN TO ATTEND
MARK LABEL ACCORDINGLY THE MEETING
Signature:_______________ Date:______ Signature:________________ Date:______