April 23,
2009
Dear
Stockholder:
We
cordially invite you to attend the 2009 Annual Meeting of Stockholders of
Lincoln Park Bancorp, the parent company of Lincoln Park Savings
Bank. The Annual Meeting will be held at the Lincoln Park Community
Center, located at 34 Chapel Hill Road, Lincoln Park, New Jersey 07035, at 10:00
a.m., local time, on May 14, 2009.
The
enclosed Notice of Annual Meeting of Stockholders and Proxy Statement describe
the formal business to be transacted at the Annual Meeting. During
the Annual Meeting, we will also report on the operations of Lincoln Park
Bancorp. Directors and officers of Lincoln Park Bancorp will be
present to respond to any questions that stockholders may have. Also
enclosed for your review is our 2008 Annual Report to Stockholders, which
contains detailed information concerning the activities and operating
performance of Lincoln Park Bancorp.
The
business to be conducted at the Annual Meeting includes the election of two
directors and the ratification of the appointment of Beard Miller Company LLP as
the independent registered public accounting firm for Lincoln Park Bancorp for
the fiscal year ending December 31, 2009.
The Board
of Directors of Lincoln Park Bancorp has determined that approval of the matters
to be considered at the Annual Meeting are in the best interests of Lincoln Park
Bancorp and its stockholders. For the reasons set forth in the Proxy
Statement, the Board of Directors unanimously recommends a vote “FOR” each
matter to be considered.
On behalf
of the Board of Directors, we urge you to sign, date and return the enclosed
proxy card as soon as possible, even if you currently plan to attend the Annual
Meeting. This will not prevent you from voting in person, but will
assure that your vote is counted if you are unable to attend the Annual
Meeting. Your vote is important, regardless of the number of shares
that you own.
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Sincerely,
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David
G. Baker
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President
and Chief Executive
Officer
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LINCOLN
PARK BANCORP
31
Boonton Turnpike
Lincoln
Park, New Jersey 07035
(973)
694-0330
NOTICE
OF
ANNUAL
MEETING OF STOCKHOLDERS
To be
held on May 14, 2009
Notice is
hereby given that the 2009 Annual Meeting of Stockholders of Lincoln Park
Bancorp will be held at the Lincoln Park Community Center, located at 34 Chapel
Hill Road, Lincoln Park, New Jersey 07035, on May 14, 2009, at 10:00 a.m., local
time.
A proxy
card and a Proxy Statement for the Annual Meeting are enclosed.
The
Annual Meeting is for the purpose of considering and acting upon:
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1.
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The
election of two directors of Lincoln Park
Bancorp;
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2.
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The
ratification of the appointment of Beard Miller Company LLP as the
independent registered public accounting firm for Lincoln Park Bancorp for
the fiscal year ending December 31, 2009;
and
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such
other matters as may properly come before the Annual Meeting, or any
adjournments thereof. Except as noted herein, the Board of Directors
of Lincoln Park Bancorp is not aware of any other business to come before the
Annual Meeting.
Any
action may be taken on the foregoing proposals at the Annual Meeting on the date
specified above, or on any date or dates to which the Annual Meeting may be
adjourned. Stockholders of record at the close of business on April
14, 2009, are the stockholders entitled to vote at the Annual Meeting, and any
adjournments thereof.
EACH
STOCKHOLDER, WHETHER HE OR SHE PLANS TO ATTEND THE ANNUAL MEETING, IS REQUESTED
TO SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD WITHOUT DELAY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE. ANY PROXY GIVEN BY THE STOCKHOLDER MAY BE
REVOKED AT ANY TIME BEFORE IT IS EXERCISED. A PROXY MAY BE REVOKED BY
FILING WITH THE SECRETARY OF LINCOLN PARK BANCORP A WRITTEN REVOCATION OR A DULY
EXECUTED PROXY BEARING A LATER DATE. ANY STOCKHOLDER PRESENT AT THE
ANNUAL MEETING MAY REVOKE HIS OR HER PROXY AND VOTE PERSONALLY ON EACH MATTER
BROUGHT BEFORE THE ANNUAL MEETING. HOWEVER, IF YOU ARE A STOCKHOLDER
WHOSE SHARES ARE NOT REGISTERED IN YOUR OWN NAME, YOU WILL NEED ADDITIONAL
DOCUMENTATION FROM YOUR RECORD HOLDER IN ORDER TO VOTE PERSONALLY AT THE ANNUAL
MEETING.
Important
notice regarding the availability of proxy materials for the Annual Meeting of
Stockholders to be held on May 14, 2009: Our proxy statement, annual
report to stockholders and proxy card are available at http:
www.cfpproxy.com/5752
. If
you need directions to attend the Annual Meeting and to vote in person, please
call us at 973-694-0330.
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By
Order of the Board of Directors
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Nancy
M. Shaw
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Secretary
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Lincoln
Park, New Jersey
April 23,
2009
IMPORTANT: THE
PROMPT RETURN OF PROXIES WILL SAVE LINCOLN PARK BANCORP THE EXPENSE OF FURTHER
REQUESTS FOR PROXIES. A SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR
CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED WITHIN THE UNITED
STATES.
Proxy
Statement
LINCOLN
PARK BANCORP
31
Boonton Turnpike
Lincoln
Park, New Jersey 07035
(973)
694-0330
ANNUAL
MEETING OF STOCKHOLDERS
May
14, 2009
This
Proxy Statement is furnished in connection with the solicitation of proxies on
behalf of the Board of Directors of Lincoln Park Bancorp to be used at the 2009
Annual Meeting of Stockholders of Lincoln Park Bancorp, which will be held at
the Lincoln Park Community Center, located at 34 Chapel Hill Road, Lincoln Park,
New Jersey 07035, at 10:00 a.m., local time, on May 14, 2009, and all
adjournments of the Annual Meeting. The accompanying Notice of Annual
Meeting of Stockholders and this Proxy Statement are first being mailed to
stockholders on or about April 23, 2009.
Stockholders
who execute proxies in the form solicited hereby retain the right to revoke them
in the manner described below. Unless so revoked, the shares
represented by such proxies will be voted at the Annual Meeting and all
adjournments thereof. Proxies solicited on behalf of the Board of
Directors of Lincoln Park Bancorp will be voted in accordance with the
directions given thereon.
Where no instructions are indicated,
validly executed proxies will be voted “FOR” the proposals set forth in this
Proxy Statement.
Except as
noted below, the Board of Directors knows of no additional matters that will be
presented for consideration at the Annual Meeting. Execution of a
proxy, however, confers on the designated proxy holders discretionary authority
to vote the shares in accordance with their best judgment on such other
business, if any, that may properly come before the Annual Meeting or any
adjournments thereof.
The Board
of Directors has been advised by a shareholder of Lincoln Park Bancorp of such
shareholder’s intention to submit a proposal at the Annual Meeting relating to
the remutualization or privatization of Lincoln Park Bancorp. Such
proposal was omitted from this Proxy Statement pursuant to Rule 14a-8 of the
Securities and Exchange Commission’s proxy regulations. If this
matter is properly presented for action at the Annual Meeting, it is expected
that the proxy holders will exercise their discretion to vote against the
shareholder proposal.
Proxies
may be revoked by sending written notice of revocation to the Secretary of
Lincoln Park Bancorp, Nancy M. Shaw, at the address of Lincoln Park Bancorp
shown above, by returning a duly executed proxy bearing a later date or by
attending the Annual Meeting and voting in person. The presence at
the Annual Meeting of any stockholder who had given a proxy shall not revoke
such proxy unless the stockholder delivers his or her ballot in person at the
Annual Meeting or delivers a written revocation to the Secretary of Lincoln Park
Bancorp prior to the voting of such proxy.
If your
shares of common stock are held in “street name” by a broker, bank or other
nominee, you will receive instructions from your broker, bank or other nominee
that you must follow in order to have your shares voted at the Annual
Meeting. If you wish to change your voting instructions after you
have returned your voting instructions to your broker, bank or other nominee you
must contact your broker, bank or other nomine. If you want to vote
your shares of common stock held in street name in person at the Annual Meeting,
you will have to get a legal proxy in your name from the broker, bank or other
nominee who holds your shares.
VOTING
SECURITIES AND PRINCIPAL HOLDERS THEREOF
Holders
of record of Lincoln Park Bancorp’s common stock, par value $0.01 per share, as
of the close of business on April 14, 2009 are entitled to one vote for each
share then held. As of April 14, 2009, there were
1,803,245 shares of common stock issued and
outstanding. The presence in person or by proxy of a majority
of the outstanding shares of common stock entitled to vote is necessary to
constitute a quorum at the Annual Meeting. Abstentions and broker
non-votes will be counted for purposes of determining that a quorum is
present. Our mutual holding company, Lincoln Park Bancorp, MHC, owns
999,810 shares, or 55.4% of Lincoln Park Bancorp’s outstanding common stock and
intends to vote
FOR
each
of the proposals set forth in this Proxy Statement
As to the
election of directors, the proxy card being provided by the Board of Directors
enables a stockholder to vote FOR the election of the nominees proposed by the
Board of Directors, to WITHHOLD authority to vote for all the nominees being
proposed or to vote FOR ALL EXCEPT one or more of the nominees being
proposed. Directors are elected by a plurality of votes cast, without
regard to either broker non-votes, or proxies as to which the authority to vote
for the nominee being proposed is withheld.
As to the
ratification of Beard Miller Company LLP as Lincoln Park Bancorp’s independent
registered public accounting firm, by checking the appropriate box, a
stockholder may: (i) vote FOR the ratification; (ii) vote AGAINST the
ratification; or (iii) ABSTAIN from voting on such ratification. The
affirmative vote of holders of a majority of the votes cast at the Annual
Meeting in person or by proxy is required for the ratification of Beard Miller
Company LLP as the independent registered public accounting firm for the fiscal
year ending December 31, 2009. The ratification of this matter shall
be determined by a majority of the votes cast at the Annual Meeting, without
regard to broker non-votes or proxies marked “ABSTAIN.”
Management
of Lincoln Park Bancorp anticipates that Lincoln Park Bancorp, MHC, the majority
stockholder of Lincoln Park Bancorp, will vote all of its shares of common stock
in favor of all the matters set forth above. If Lincoln Park Bancorp,
MHC votes all of its shares in favor of each proposal, the approval of the
election of the director nominees and the ratification of Beard Miller Company
LLP would be assured. As of April 14, 2009, Lincoln Park Bancorp, MHC
held 999,810 shares of common stock and persons other than Lincoln Park Bancorp,
MHC held 803,435 shares of common stock.
Proxies
solicited hereby will be returned to Lincoln Park Bancorp and will be tabulated
by an Inspector of Election designated by Lincoln Park Bancorp’s Board of
Directors.
Persons
and groups who beneficially own in excess of 5% of the common stock of Lincoln
Park Bancorp are required to file certain reports with the Securities and
Exchange Commission regarding such ownership pursuant to the Securities Exchange
Act of 1934, as amended. The following table sets forth, as of April
14, 2009, the shares of common stock beneficially owned by each person who was
the beneficial owner of more than 5% of the outstanding shares of common stock
of Lincoln Park Bancorp, as well as shares beneficially owned in the aggregate
by Lincoln Park Bancorp, MHC and all directors and executive officers as a
group.
Name
and Address of
Beneficial
Owners
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Amount
of Shares
Owned
and Nature of
Beneficial
Ownership
(1)
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Percent
of Shares
of
Common Stock
Outstanding
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Lincoln
Park Bancorp, MHC
31
Boonton Turnpike
Lincoln
Park, New Jersey 07035
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999,810
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55.4%
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Lincoln
Park Bancorp, MHC, and all of Lincoln
Park
Bancorp’s and Lincoln Park Savings
Bank’s
(the “Bank”) directors and executive
officers
as a group
(7
directors and officers)
(2)
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1,064,780
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59.0%
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_________________________
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(1)
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In
accordance with Rule 13d-3 under the Securities Exchange Act of 1934, a
person is deemed to be the beneficial owner, for purposes of this table,
of any shares of common stock if he has shared voting or investment power
with respect to such security, or has a right to acquire beneficial
ownership at any time within 60 days from the date as of which beneficial
ownership is being determined. As used herein, “voting power” is the
power to vote or direct the voting of shares and “investment power” is the
power to dispose or direct the disposition of shares, and includes all
shares held directly as well as by spouses and minor children, in trust
and other indirect ownership, over which shares the named individuals
effectively exercise sole or shared voting or investment
power.
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(2)
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Includes
shares of common stock held by Lincoln Park Bancorp,
MHC. Lincoln Park Bancorp’s and Lincoln Park Savings Bank’s
executive officers and directors beneficially owned 64,970 shares of
common stock, or 3.6% of the outstanding shares of common
stock. Includes 1,681 shares of common stock allocated to the
accounts of executive officers under the Lincoln Park Savings Bank
Employee Stock Ownership Plan (the “ESOP”) and excludes the remaining
32,387 shares of common stock, or 1.8 % of the common stock outstanding,
owned by the ESOP for the benefit of employees. Includes shares of
restricted stock awarded under the 2005 Lincoln Park Bancorp Stock-Based
Incentive Plan (the “2005 Plan”), whether or not
vested. Includes options to purchase 32,626 shares of common
stock awarded under the 2005 Plan, which options vest within 60 days of
April 14, 2009. Excludes options which do not vest within 60 days of April
14, 2009.
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PROPOSAL
I - ELECTION OF DIRECTORS
Lincoln
Park Bancorp’s Board of Directors currently consists of five
members. Lincoln Park Bancorp’s bylaws provide that approximately
one-third of the directors are to be elected annually. Directors of
Lincoln Park Bancorp are generally elected to serve for a three-year period, or
a shorter period if the director is elected to fill a vacancy, and until their
respective successors shall have been elected and shall qualify. Two
directors will be elected at the Annual Meeting and will serve until their
successors have been elected and qualified. The nominating committee
of Lincoln Park Bancorp has nominated David G. Baker and John F. Feeney to serve
as directors for three-year terms.
The nominees are
currently members of the Board of Directors.
The table
below sets forth certain information regarding the composition of Lincoln Park
Bancorp’s Board of Directors as of April 14, 2009, including the terms of office
of board members. It is intended that the proxies solicited on behalf
of the Board of Directors (other than proxies in which the vote is withheld as
to the nominee) will be voted at the Annual Meeting for the election of the
nominees identified below. If any nominee is unable to serve, the
shares represented by all such proxies will be voted for the election of such
substitute as the Board of Directors may recommend. At this time, the
Board of Directors knows of no reason why either of the nominees might be unable
to serve, if elected. Except as indicated herein, there are no
arrangements or understandings between the nominees and any other person
pursuant to which such nominee was selected. The table below also
sets forth certain information regarding executive officers who are not
Directors. The Board of Directors recommends a vote “FOR” each
nominee to serve as a director until his term expires.
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Positions
Held
with Lincoln Park
Bancorp
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Shares
of Common
Stock
Beneficially
Owned
(4)
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Nominees
for Three-Year Term:
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David
G. Baker
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53
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Director,
President and
Chief
Executive Officer
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2002
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2009
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11,103
(6)
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*
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John
F. Feeney
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69
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Director
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1971
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2009
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9,803
(5)
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*
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Directors
Continuing in Office:
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Edith
M. Perrotti
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69
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Director
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1996
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2010
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11,603
(5)
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*
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Henry
Fitschen
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66
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Director
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2007
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2010
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2,400
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*
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Stanford
Stoller
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63
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Chairman
of the Board
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2001
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2011
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11,803
(5)
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*
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Executive
Officers Who Are Not Directors:
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Nandini
S. Mallya
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56
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Vice
President and
Treasurer
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N/A
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N/A
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9,220
(7)
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*
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Nancy
M. Shaw
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50
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Vice
President and
Corporate
Secretary
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N/A
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N/A
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9,038
(8)
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*
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All
directors and executive officers as a group (7 persons)
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64,970
(9)
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3.6%
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________________________
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(1)
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The
mailing address for each person listed is 31 Boonton Turnpike, Lincoln
Park, New Jersey 07035.
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(2)
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As
of December 31, 2008.
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(3)
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Reflects
initial appointment to the Board of Directors of Lincoln Park Savings and
Loan Association, the predecessor to Lincoln Park Savings
Bank. Each director of Lincoln Park Bancorp is also a director
of Lincoln Park Savings Bank and Lincoln Park Bancorp, MHC, which owns the
majority of the issued and outstanding shares of common stock of Lincoln
Park Bancorp.
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(4)
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See
definition of “beneficial ownership” in the table in “Voting Securities
and Principal Holders Thereof.” None of the shares are pledged
as collateral.
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(5)
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Includes
1,088 unvested shares of restricted stock and 4,082 stock
options.
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(6)
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Includes
1,088 unvested shares of restricted stock and 4,082 stock
options.
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(7)
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Includes
2,112 unvested shares of restricted stock, 4,212 stock options, and 805
shares allocated under the ESOP for Ms.
Mallya.
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(8)
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Includes
2,112 unvested shares of restricted stock, 4,212 stock options and 876
shares allocated under the ESOP for Ms.
Shaw.
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(9)
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Includes 1,681 shares of common
stock allocated to the accounts of executive officers under the ESOP and
excludes the remaining 32,387 shares of common stock, or 1.8% of the
common stock outstanding, owned by the ESOP for the benefit of
employees. Under the terms of the ESOP, shares of common stock
allocated to the account of employees are voted in accordance with
instructions of the respective employees. Unallocated shares of
common stock are voted by the trustee of the employee stock ownership
plan.
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The
principal occupation during the past five years of each director and executive
officer of Lincoln Park Bancorp is set forth below. All directors and
executive officers have held their present positions for five years unless
otherwise stated.
Directors:
David G. Baker
has served as
the President and Chief Executive Officer of Lincoln Park Bancorp and Lincoln
Park Savings since October 1, 2006. Mr. Baker is also a part owner of
Lincoln Park Hardware, a family owned hardware store located in Lincoln Park.
Mr. Baker served as Mayor/Chief Administrative Official of the Borough of
Lincoln Park from 1994 through 2006.
John F. Feeney
is a partner in
the law firm of Feeney & Dixon, L.L.P. located in Pompton Plains, New
Jersey. Mr. Feeney’s law firm serves as counsel for Lincoln Park
Savings and Lincoln Park Bancorp.
Henry C. Fitschen
has been a
public accountant in his own practice in North Bergen, New Jersey, for 39 years
doing business as Henry Fitschen PA. Mr. Fitschen also served as
Director of Recreation for his home town of Saddle Brook from 1989 to 2001, and
is a 100% owner of Nicole Realty Corp.
Edith M. Perrotti
is retired.
From July 10 to September 30, 2006, Ms. Perrotti served as the Interim President
and Chief Executive Officer of Lincoln Park Bancorp and Lincoln Park
Savings. She served as Senior Vice President of Lincoln Park Savings
from 1986 until 1999. Prior to that time, Ms. Perrotti served for
Orange Savings Bank for 27 years in various positions with increasing levels of
responsibilities in branch operations.
Stanford Stoller
is the
Chairman of the Board of Directors. He has been employed by IBM
Corporation since 1968 in various capacities. He is currently
Services Sales Leader-Middleware Services-IBM Corporation.
Executive
Officers Who Are Not Directors:
Nandini S. Mallya
has served
as Vice President and Treasurer in charge of the accounting department of
Lincoln Park Savings since March 1997, and was appointed Chief Financial Officer
as of January 1, 2007. Previously, Ms. Mallya worked from 1986 to
1997 in controller and accounting manager positions for Panasia Bank in Fort
Lee, New Jersey, Urban National Bank in Franklin Lakes, New Jersey, and
Alexander Hamilton Savings and Loan Association in Pompton Plains, New
Jersey.
Nancy M. Shaw
has served as
Vice President responsible for lending, marketing and compliance of Lincoln Park
Savings since April 2000. Ms. Shaw was appointed Corporate Secretary
of Lincoln Park Savings in May 2004, and previously served as Assistant
Secretary. Prior to joining Lincoln Park Savings in April 2000, Ms.
Shaw was a Vice President-Consumer Loan Officer with Lakeland Bank of Oak Ridge,
New Jersey, and Metropolitan State Bank of Montville, New Jersey, from 1992 to
2000. In addition, Ms. Shaw served in various lending positions in
two other banks from 1978 to 1992.
Board
Independence
The Board
of Directors consists of a majority of “independent directors” within the
meaning of the Nasdaq corporate governance listing standards. The
Board of Directors of Lincoln Park Bancorp has determined that directors Feeney,
Perrotti, Fitschen and Stoller are each “independent” within the meaning of the
Nasdaq corporate governance listing standards (except that Mr. Feeney is not
considered independent for purposes of the Audit Committee). Mr.
Baker is not considered independent because he is an executive officer of
Lincoln Park Bancorp.
The Board of Directors
has adopted a policy that the independent directors of the board shall meet in
executive sessions periodically, which meetings may be held in conjunction with
regularly scheduled board meetings. In determining the independence
of the directors listed above, the Board of Directors reviewed the following
transactions, which are not required to be reported under “Transactions With
Certain Related Persons”:
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·
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Loans
to Director Stoller as of December 31, 2008, as follows: home mortgage
loan in the amount of $60,003; and a home equity line of credit in the
amount of $75,000 with no outstanding balance on December 31,
2008.
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·
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Loans
to Director Perrotti as of December 31, 2008, as follows: home mortgages
in the amount of $255,102; home equity loans in the amounts of $223,630,
$229,553 and $34,865; and credit line loan in the amount of $100,000 with
no outstanding balance on December 31, 2008 and a business line of credit
in the amount of $100,000 with $73,524 outstanding on December 31,
2008.
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·
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Legal
fees paid to the firm of Feeney & Dixon, L.L.P., of which Director
Feeney is a partner, which did not exceed
$15,773.
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Meetings
and Committees of the Board of Directors
The
business of Lincoln Park Bancorp is conducted at regular and special meetings of
the full Board of Directors and its standing committees. The Board of
Directors has established audit, compensation and nominating
committees. The Board of Directors of Lincoln Park Bancorp held four
regular meetings and no special meetings during the year ended December 31,
2008. No director of Lincoln Park Bancorp attended fewer than 75% in
the aggregate of the total number of board meetings held and the total number of
committee meetings on which he or she served during fiscal 2008.
Audit
Committee
. The audit committee consists of directors Fitschen,
who serves as Chairman, Stoller and Perrotti. The audit committee meets as
needed. The audit committee meets with the internal auditor to review
audit programs and the results of audits of specific areas as well as other
regulatory compliance issues. In addition, the audit committee meets
with the independent certified public accountants on a quarterly basis to
discuss the results of operations and on an annual basis to review the results
of the annual audit and other related matters. Each member of the
audit committee is “independent” as defined in the Nasdaq corporate governance
listing standards. Based on its review of the criteria of an audit
committee financial expert under the rules adopted by the SEC, the Board of
Directors does not believe that any member of the audit committee qualifies as
an audit committee financial expert. Lincoln Park Bancorp’s Board of
Directors has adopted a written charter for the audit committee, which is
available on Lincoln Park Bancorp’s website
www.lincolnparksavings.com
. The
audit committee of Lincoln Park Bancorp met 11 times during the fiscal year
ended December 31, 2008.
Compensation
Committee
. The Board of Directors has appointed a compensation
committee, which is currently comprised of directors Perrotti (Chairman),
Stoller and Feeney. Each member of the compensation committee is
considered “independent” as defined in the Nasdaq corporate governance listing
standards. The compensation committee is responsible for recommending
to the full Board the compensation of the chief executive officer and senior
management, reviewing and administering overall compensation policy, including
setting performance measures and goals, approving benefit programs, establishing
compensation of the Board of Directors and other matters of personnel
policy. The compensation committee of Lincoln Park Bancorp met three
times during 2008.
Nominating
Committee
. The nominating committee of Lincoln Park Bancorp
consists of directors Feeney (Chairman), Stoller, and Perrotti. Each
member of the nominating committee is considered “independent” as defined in the
Nasdaq corporate governance listing standards. The Board of Directors
of Lincoln Park Bancorp has adopted a written charter for the nominating
committee, which is available on Lincoln Park Bancorp’s website at
www.lincolnparksavings.com. The nominating committee of Lincoln Park
Bancorp met one time during 2008.
The
functions of the nominating committee include the following:
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·
|
leading
the search for individuals qualified to become members of the Board of
Directors and to select director nominees to be presented for stockholder
approval;
|
|
|
·
|
developing
and recommending to the Board of Directors other specific criteria not
specified in its charter for the selection of individuals to be considered
for election or re-election to the Board of
Directors;
|
|
|
·
|
adopting
procedures for the submission of recommendations by stockholders for
nominees for the Board of Directors;
and
|
|
|
·
|
annual
review of the adequacy of its charter and recommending any proposed
changes to the Board of Directors.
|
The
nominating committee identifies nominees by first evaluating the current members
of the Board of Directors willing to continue in service. Current
members of the Board of Directors with skills and experience that are relevant
to Lincoln Park Bancorp’s business and who are willing to continue in service
are first considered for re-nomination, balancing the value of continuity of
service by existing members of the Board of Directors with that of obtaining a
new perspective. In addition, the nominating committee is authorized
by its charter to engage a third party to assist in the identification of
director nominees. The nominating committee would seek to identify a
candidate who, at a minimum, satisfies the following criteria:
|
|
·
|
the
highest personal and professional ethics and integrity and whose values
are compatible with Lincoln Park Bancorp’s
values;
|
|
|
·
|
experience
and achievements that have given them the ability to exercise and develop
good business judgment;
|
|
|
·
|
a
willingness to devote the necessary time to the work of the Board of
Directors and its committees, which includes being available for board and
committee meetings;
|
|
|
·
|
a
familiarity with the communities in which Lincoln Park Bancorp operates
and/or is actively engaged in community
activities;
|
|
|
·
|
involvement
in other activities or interests that do not create a conflict with their
responsibilities to Lincoln Park Bancorp and its stockholders;
and
|
|
|
·
|
the
capacity and desire to represent the balanced, best interests of the
stockholders of Lincoln Park Bancorp as a group, and not primarily a
special interest group or
constituency.
|
The
nominating committee will also take into account whether a candidate satisfies
the criteria for “independence” under the Nasdaq corporate governance listing
standards.
Procedures for the Nomination of
Directors by Stockholders.
The nominating committee has
adopted procedures for the submission of director nominees by stockholders of
Lincoln Park Bancorp. If a determination is made that an additional
candidate is needed for the Board of Directors, the nominating committee will
consider candidates submitted by Lincoln Park Bancorp’s
stockholders. Stockholders can submit the names of qualified
candidates for director by writing to the Corporate Secretary of Lincoln Park
Bancorp at 31 Boonton Turnpike, Lincoln Park, New Jersey 07035. The
secretary must receive a submission
not less than ninety (
90) days
prior to the date of Lincoln Park Bancorp’s proxy materials for the preceding
year’s Annual Meeting.
The
submission must include the following information:
|
|
·
|
a
statement that the writer is a stockholder and is proposing a candidate
for consideration by the committee;
|
|
|
·
|
the
name and address of the stockholder as they appear on Lincoln Park
Bancorp’s books, and number of shares of Lincoln Park Bancorp’s common
stock that are owned beneficially by such stockholder (if the stockholder
is not a holder of record, appropriate evidence of the stockholder’s
ownership will be required);
|
|
|
·
|
the
name, address and contact information for the candidate, and the number of
shares of common stock of Lincoln Park Bancorp that are owned by the
candidate (if the candidate is not a holder of record, appropriate
evidence of the stockholder’s ownership should be
provided);
|
|
|
·
|
a
statement of the candidate’s business and educational
experience;
|
|
|
·
|
such
other information regarding the candidate as would be required to be
included in the proxy statement pursuant to SEC Regulation
14A;
|
|
|
·
|
a
statement detailing any relationship between the candidate and any
customer, supplier or competitor of Lincoln Park
Bancorp;
|
|
|
·
|
detailed
information about any relationship or understanding between the proposing
stockholder and the candidate; and
|
|
|
·
|
a
statement that the candidate is willing to be considered and willing to
serve as a Director if nominated and
elected.
|
There
have been no material changes to these procedures since they were previously
disclosed in the proxy statement for our 2008 annual meeting of
stockholders.
A
nomination submitted by a stockholder for presentation by the stockholder at an
Annual Meeting of stockholders of Lincoln Park Bancorp must comply with the
procedural and informational requirements described in Lincoln Park Bancorp’s
bylaws.
Stockholder Communications with the
Board of Directors.
A Lincoln Park Bancorp stockholder who
wants to communicate with the Board or with any individual Director should write
to:
Lincoln
Park Bancorp
Corporate
Secretary
Attention: Board
Administration
31
Boonton Turnpike
Lincoln
Park, NJ 07035
The
letter should indicate that the author is a Lincoln Park Bancorp stockholder and
if shares are not held of record, should include appropriate evidence of stock
ownership. Depending on the subject matter, management
will:
|
|
·
|
Forward
the communication to the Director or Directors to whom it is
addressed;
|
|
|
·
|
Attempt
to handle the inquiry directly, for example where it is a request for
information about the company or it is a stock-related matter;
or
|
|
|
·
|
Not
forward the communication if it is primarily commercial in nature, relates
to an improper or irrelevant topic, or is unduly hostile, threatening,
illegal or otherwise inappropriate.
|
At each
Board meeting, a member of management shall present a summary of all
communications received since the last meeting that were not forwarded and make
those communications available to the Directors on request.
Audit
Committee Report
The audit
committee of Lincoln Park Bancorp operates under a written charter adopted by
the Board of Directors. The audit committee charter is available on
Lincoln Park Bancorp’s website at www.lincolnparksavings.com
.
The audit committee of Lincoln
Park Bancorp has issued a report which states that it has:
|
|
·
|
reviewed
and discussed with management and Lincoln Park Bancorp’s independent
registered public accounting firm, Lincoln Park Bancorp’s audited
consolidated financial statements for the fiscal year ended December 31,
2008;
|
|
|
·
|
discussed
with the independent registered public accounting firm the matters
required to be discussed by Statement on Auditing Standards No. 61,
Communications with Audit
Committees
, as amended; and
|
|
|
·
|
received
the written disclosures and the letter from the independent accountants
required by Independence Standards Board Standard No. 1,
Independence Discussions with
Audit Committees
, and have discussed with the independent
accountants their independence from Lincoln Park
Bancorp.
|
Based on
the review and discussions referred to above, the audit committee recommended to
the Board of Directors of Lincoln Park Bancorp that the audited consolidated
financial statements be included in Lincoln Park Bancorp’s annual report on Form
10-K for the fiscal year ended December 31, 2008 and be filed with the
Securities and Exchange Commission. In addition, the audit committee
approved the appointment of Beard Miller Company LLP, as the independent
registered public accounting firm for Lincoln Park Bancorp for the fiscal year
ending December 31, 2009, subject to the ratification of this appointment by the
stockholders of Lincoln Park Bancorp.
This
report shall not be deemed incorporated by reference by any general statement
incorporating by reference this Proxy Statement into any filing under the
Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as
amended, except to the extent that Lincoln Park Bancorp specifically
incorporates this report by reference, and shall not otherwise be deemed filed
under such Acts.
This
report has been provided by the audit committee.
Henry
Fitschen, Chairman
Edith
Perrotti
Stanford
Stoller
Determination
of Executive Compensation
The
compensation committee is appointed by the Board to discharge the Board’s
responsibilities relating to compensation of the directors and
officers. Each member of the compensation committee is considered an
independent director. The compensation committee operates under a
written charter. The compensation committee approves corporate goals
and objectives relevant to compensation of the Chief Executive Officer,
recommends to the Board incentive plans, and annually reviews and approves
executive officer compensation. The compensation committee reviews
the recommendations of the Chief Executive Officer as to compensation and any
other remuneration for all other officers and employees.
Code
of Ethics
The Board
of Directors has adopted a Code of Business Conduct and Ethics that applies to
all of Lincoln Park Bancorp’s officers, directors and employees, and a Code of
Ethics for the Chief Executive Officer and Senior Financial Officers
(collectively the “Codes”). The Codes are intended to promote honest
and ethical conduct, full and accurate reporting and compliance with
laws. We have previously filed a copy of the Code of Ethics with the
SEC as an exhibit to our December 31, 2004 annual report on Form
10-KSB. The Codes are available on Lincoln Park Bancorp’s website at
www.lincolnparksavings.com
. Amendments
to and waivers from the Code of Ethics will also be disclosed on Lincoln Park
Bancorp’s website.
Section 16(a) Beneficial Ownership
Reporting Compliance
The
common stock of Lincoln Park Bancorp is registered pursuant to Section 12(g) of
the Securities Exchange Act of 1934, as amended. The officers and
directors of Lincoln Park Bancorp and beneficial owners of greater than 10% of
the common stock of Lincoln Park Bancorp (“10% beneficial owners”) are required
to file reports on Forms 3, 4 and 5 with the Securities and Exchange Commission
disclosing beneficial ownership and changes in beneficial ownership of the
common stock of Lincoln Park Bancorp. Securities and Exchange
Commission rules require disclosure in a company’s annual Proxy Statement and
annual report on Form 10-K of the failure of an officer, director or 10%
beneficial owner of the common stock to file a Form 3, 4 or 5 on a timely
basis. Based on Lincoln Park Bancorp’s review of such ownership
reports, no officer, director or 10% beneficial owner of Lincoln Park Bancorp
failed to file such ownership reports on a timely basis for the fiscal year
ended December 31, 2008.
Attendance
at Annual Meetings of Stockholders
Lincoln
Park Bancorp does not have a policy regarding director attendance at annual
meetings of stockholders, although directors are requested to attend these
meetings absent unavoidable scheduling conflicts. All of our
directors attended the 2008 annual meeting of stockholders.
Executive
Compensation
Lincoln
Park Bancorp has not paid any compensation to its executive officers since its
formation. However, Lincoln Park Bancorp does reimburse Lincoln Park
Savings Bank for services performed on behalf of Lincoln Park Bancorp by its
officers. Lincoln Park Bancorp does not presently anticipate paying
any compensation to such persons until it becomes actively involved in the
operation or acquisition of businesses other than Lincoln Park Savings
Bank.
Summary
Compensation Table
The
following table shows the compensation of David G. Baker, our principal
executive officer, for services to the company or any of its subsidiaries during
the years ended December 31, 2008 and 2007. We had no other executive
officers who earned over $100,000 in total compensation during 2008 or
2007.
|
Summary
Compensation Table
|
|
|
Name
and
Principal
Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
awards
(1)
($)
|
Option
awards
(2)
($)
|
Non-equity
incentive
plan
compensation
($)
|
Non-qualified
deferred
compensation
earnings
($)
|
All
other
compensation
($)
|
Total
($)
|
|
|
David
G. Baker,
President
and Chief
Executive
Officer
|
2008
|
$109,000
|
—
|
$4,842
|
$4,501
|
—
|
—
|
—
|
$118,343
|
|
|
2007
|
$108,000
|
$10,000
|
$4,842
|
$4,597
|
—
|
—
|
—
|
$127,439
|
___________________________________
|
(1)
|
The
amounts shown above in the column “Stock Awards” reflect the expense
recognized for financial statement reporting purposes for the fiscal years
ended December 31, 2008 and 2007, in accordance with FAS 123(R), of
restricted stock awards pursuant to the 2005 Stock-Based Incentive
Plan. All stock awards to the named executive officer were made
on December 22, 2005.
The amounts shown
are based upon the grant date fair value per share of $8.90 and the 544
shares awarded to Mr. Baker that vested in 2007 and the 544 shares that
vested in 2008. Additional information regarding the
calculation of these amounts is included in footnote 12 to the Company’s
consolidated financial statements for the fiscal year ended December 31,
2008 included in the Company’s Annual Report on Form
10-K.
|
|
(2)
|
The
amounts shown above in the column “Option Awards” reflect the expense
recognized for financial statement reporting purposes, for the fiscal
years ended December 31, 2008 and 2007, in accordance with FAS 123(R), of
stock option awards pursuant to the 2005 Stock-Based Incentive
Plan. All option awards to the named executive officer were
made on December 22, 2005
, and are valued
at $3.38 per option, based upon the Black Scholes valuation model using
the following assumptions: exercise price equal to fair market
value of stock of $8.90 on grant date; dividend yield of 0%; expected
volatility rate of 26.23%; risk-free interest rate of 4.39%; and expected
term of 5.0 years. A portion of that value is recorded as
expense over the vesting period applicable to the
grant. Additional information regarding the assumptions used in
the calculation of this amount are included in footnote 12 to the
Company’s consolidated financial statements for the fiscal year ended
December 31, 2008, included in the Company’s Annual Report on Form
10-K.
|
Outstanding
Equity Awards at Year End.
The following table sets forth
information with respect to our outstanding equity awards as of December 31,
2008 for our named executive officers.
|
Outstanding
Equity Awards at Fiscal Year-End
|
|
|
|
Option
awards
|
Stock
awards
|
|
|
Name
|
Number
of
securities
underlying
unexercised
options
(#)
exercisable
(1)
|
Number
of
securities
underlying
unexercised
options
(#)
unexercisable
(1)
|
Equity
incentive
plan
awards:
number
of
securities
underlying
unexercised
earned
options
(#)
|
Option
exercise
price
($)
|
Option
expiration
date
|
Number
of
shares
or
units
of
stock
that
have
not
vested
(#)
|
Market
value
of
shares
or
units
of
stock
that
have
not
vested
($)
(2)
|
Equity
incentive
plan
awards:
number
of
unearned
shares,
units
or
other
rights
that
have
not
vested
(#)
|
Equity
incentive
plan
awards:
market
or
payout
value
of
unearned
shares,
units
or
other
rights
that
have
not
vested
($)
|
|
|
David
G. Baker,
President
and Chief
E
xecutive
Officer
|
4,082
|
2,722
|
—
|
$8.90
|
12/22/2015
|
1,088
|
$3,264
|
—
|
—
|
_________________________________
|
(1)
|
All
options awards granted to Mr. Baker vest a rate of 20% per year over 5
years beginning on December 22, 2006, the first anniversary of the
grants.
|
|
(2)
|
Based
on market value per share of $3.00 on December 31, 2008. All
stock awards vest at the rate of 20% per year over 5 years, beginning on
December 22, 2006.
|
Employee
Stock Ownership Plan
In
connection with its reorganization and stock offering, Lincoln Park Savings Bank
adopted the Lincoln Park Savings Bank Employee Stock Ownership Plan (“ESOP”) for
eligible employees. Employees of Lincoln Park Bancorp and Lincoln
Park Savings Bank who have attained age 21 and who have been credited with at
least 1,000 hours of service during a twelve month period are eligible to
participate in the ESOP.
The ESOP
borrowed funds from Lincoln Park Bancorp to purchase 34,068 shares of the common
stock of Lincoln Park Bancorp. The loan to the ESOP will be repaid
principally from Lincoln Park Savings Bank’s contributions to the ESOP over a
period of twenty years. The collateral for the loan is the shares of
common stock of Lincoln Park Bancorp purchased by the ESOP, which are held in a
suspense account and are released to participants’ accounts as debt service
payments are made. Shares released from the suspense account are
allocated to each eligible participant’s ESOP account based on the ratio of each
such participant’s compensation to the total compensation of all eligible
participants. A participant vests in 100% of his or her account
balance after seven years of credited service. In the case of a
“change in control,” as defined in the ESOP, the ESOP will be terminated and
participants will become immediately fully vested in their account
balances. Benefits are payable upon retirement or other separation
from service. Lincoln Park Bancorp’s contributions to the ESOP are
not fixed, so benefits payable under the ESOP cannot be estimated.
Stock-Based
Incentive Plan
The Board
of Directors has adopted the 2005 Lincoln Park Bancorp Stock-Based Incentive
Plan (the “2005 Plan”). The 2005 Plan authorizes the issuance of up
to 127,012 shares of Company common stock pursuant to grants of incentive and
non-statutory stock options, reload options or restricted stock awards, provided
that no more than 36,289 shares may be issued as restricted stock awards, and no
more than 90,723 shares may be issued pursuant to exercise of stock
options. Employees and outside directors of Lincoln Park Bancorp and
its subsidiaries, including Lincoln Park Savings Bank, are eligible to receive
awards under the 2005 Plan.
The 2005
Plan provides for awards in the form of stock options, reload options, limited
stock appreciation rights and restricted stock awards. Stock options
granted under the 2005 Plan may be either incentive stock options as defined
under Section 422 of the Code or stock options not intended to qualify as such
(“non-statutory stock options”). A limited right gives the option
holder the right, upon a change in control of Lincoln Park Bancorp or Lincoln
Park Savings Bank, to receive the excess of the market value of the shares
represented by the limited rights on the date exercised over the exercise
price. The limited rights are generally subject to the same terms and
conditions as the stock options. The reload options entitle the option holder,
who has delivered shares that he or she owns as payment of the exercise price
for option stock, to a new option to acquire additional shares equal in amount
to the shares he or she has traded in. Reload options may also be
granted to replace option shares retained by the employer for payment of the
option holder’s withholding tax. The option price at which additional
shares of stock can be purchased by the option holder through the exercise of a
reload option is equal to the market value of the previously owned stock at the
time it was surrendered. The option period during which the reload
option may be exercised expires at the same time as that of the original option
that the holder has exercised.
Pursuant
to the 2005 Plan, on December 22, 2005, options to purchase 6,804 shares were
granted to each non-employee director of Lincoln Park Bancorp (5
persons). All such options were granted with an exercise price of
$8.90 per share, the fair market value of the underlying shares on the date of
the award.
Pursuant
to the 2005 Plan, on December 22, 2005, 2,721 shares of restricted stock were
awarded to each non-employee director. The market value per share of
the common stock was $8.90 on the date of the grant, and as of such date the
aggregate value of the 2,721 shares awarded to each outside director was
$24,217. Awards to non-employee directors vest in equal installments
at a rate of 20% per year commencing on December 22, 2006. Awards
will be 100% vested upon termination of employment due to death or disability,
or following a change of control. The total value of such shares
awarded to all named executive officers and directors at December 31, 2008 was
$69,615. There were no additional awards made in 2008.
Set forth
below is information as of December 31, 2008 regarding equity compensation
plans. Other than the ESOP, Lincoln Park Bancorp does not have any
equity compensation plans that were not approved by its
stockholders.
|
Plan
|
Number
of securities to be
issued
upon exercise of
outstanding
options and rights
|
Weighted
average
exercise
price
|
Number
of securities remaining
available
for issuance under plan
|
|
Equity compensation plans approved by
stockholders
|
90,225
(1)
|
$8.83
(2)
|
36,787
(3)
|
|
Equity compensation plans not approved
by stockholders
|
—
|
—
|
—
|
|
Total
|
90,225
(1)
|
$8.83
(2)
|
36,787
(3)
|
______________
|
(1)
|
Includes
23,205 shares of restricted stock (including 11,437 shares of restricted
stock which have already vested and 11,768 shares of unvested restricted
stock) and 67,020 options to purchase shares of common stock awarded under
the 2005 Plan.
|
|
(2)
|
Relates
to 67,020 outstanding stock options.
|
|
(3)
|
Includes
13,084 shares of restricted stock available for future issuance and 23,703
options to purchase shares of common stock under the 2005
Plan.
|
Directors’
Compensation
The following table sets forth for the
year ended December 31, 2008 certain information as to the total remuneration we
paid to our directors other than Mr. Baker. Compensation paid to Mr.
Baker for his services as a Director is included in “Executive
Compensation—Summary Compensation Table.”
|
Director
Compensation
|
|
Name
|
Fees
earned
or
paid
in
cash
($)
|
Stock
awards
(1)
($)
|
Option
awards
(2)
($)
|
Non-equity
incentive
plan
compensation
($)
|
Nonqualified
deferred
compensation
earnings
($)
|
All
other
compensation
($)
|
Total
($)
|
|
John
F. Feeney
|
$46,500
|
$4,857
|
$4,501
|
___
|
___
|
___
|
$55,858
|
|
Stanford
Stoller
|
$49,500
|
$4,857
|
$4,501
|
___
|
___
|
___
|
$58,858
|
|
Edith
M. Perrotti
|
$49,500
|
$4,857
|
$4,501
|
___
|
___
|
___
|
$58,858
|
|
Henry
Fitschen
|
$37,500
|
___
|
___
|
___
|
___
|
___
|
$37,500
|
__________________________________
|
(1)
|
The amounts shown
above in the column “Stock Awards” reflect the expense recognized for
financial statement reporting purposes for the fiscal year ended December
31, 2008, in accordance with FAS 123(R), of restricted stock awards
pursuant to the 2005 Stock-Based Incentive Plan and thus may include
amounts from awards granted in and prior to 2008. The amounts
shown are based upon the grant date fair value of $8.90 per share and the
544 shares awarded to each director that vested in
2008. Additional information regarding the calculation of these
amounts is included in footnote 12 to the Company’s consolidated financial
statements for the fiscal year ended December 31, 2008, included in the
Company’s Annual Report on Form 10-K. At December 31, 2008,
each director listed above had 1,088 unvested shares of restricted
stock.
|
|
(2)
|
The
amounts shown above in the column “Option Awards” reflect the expense
recognized for financial statement reporting purposes, for the fiscal year
ended December 31, 2008, in accordance with FAS 123(R), of stock option
awards pursuant to the 2005 Stock-Based Incentive Plan and thus may
include amounts from awards granted in and prior to 2008. All
option awards to the named directors were made on December 22, 2005, and
are valued at $3.38 per option, based upon the Black Scholes valuation
model using the following assumptions: exercise price equal to
fair market value of stock of $8.90 on grant date; dividend yield of 0%;
expected volatility rate of 26.23%; risk-free interest rate of 4.39%; and
expected term of 5.0 years. A portion of that value is recorded
as expense over the vesting period applicable to the
grant. During 2008, each director listed above had 1,361
options vest. At December 31, 2008, each director had 2,722
unvested options. Additional information regarding the
assumptions used in the calculation of this amount are included in
footnote 12 to the Company’s consolidated financial statements for the
fiscal year ended December 31, 2008 included in the Company’s Annual
Report on Form 10-K.
|
Non-employee
members of the audit committee, compensation committee, and executive committee
of Lincoln Park Bancorp receive $500 per committee meeting attended, except for
Mr. Fitschen who received $250 per committee meeting attended for the first two
quarters of 2008 and the regular amount after June 30, 2008.
For the
fiscal year ended December 31, 2008, non-employee members of Lincoln Park
Savings Bank’s Board of Directors received a fee of $1,000 for each board
meeting, except for Mr. Fitschen who received $500 for each board meeting for
the first two quarters of 2008 and the regular amount after June 30, 2008,
subject to forfeiture of a portion of board fees of any director who is absent
from more than six meetings.
Stock Benefit
Plans.
Following stockholder approval of the 2005 Plan
at Lincoln Park Bancorp’s special meeting of stockholders in December 2005, each
member of the Board of Directors received awards pursuant to the 2005
Plan. For additional information regarding awards to directors under
such plan, see “Stock-Based Incentive Plan.”
Director
Retirement Plan
. Lincoln Park Savings Bank adopted a
director retirement plan, effective March 1, 2006. The director
retirement plan was amended in 2008 to comply with Section 409A of the Internal
Revenue Code. Members of the board of directors of Lincoln Park
Savings Bank who have attained their eligible retirement age, which is age 65,
and have completed ten years of service on the board (including years of service
prior to the adoption of the plan) are eligible to receive an annual retirement
benefit equal to $18,000, payable in monthly installments of $1,500, over a
payout period of 120 months. A director who retires or otherwise terminates
service (other than due to death, disability or a change in control), after
completing 10 or more years of service but before attaining age 65 will be
entitled to the annual retirement benefit payable on the director’s benefit
eligibility date following the director’s eligible retirement age. A
director who terminates service (other than due to death, disability or a change
in control) before satisfying the ten year of service requirement is not
entitled to any benefit under the plan.
In the
event a director is determined to be disabled, or in the event of the director’s
death, the director (or the director’s beneficiary) will be entitled to a
disability benefit or a survivor’s benefit, as the case may be, without
consideration to the director’s years of service. If the director’s
service is terminated due to disability, the disability benefit payment will
commence on the first day of the month following the month in which the
disability determination is made and will be paid over a 120-month period. In
the event the director dies while receiving the disability benefit and prior to
the completion of all payments due under the Plan, the director’s beneficiary
will receive a continuation of the monthly installments for the remainder of the
payout period. In the event a director dies while serving on the
board, the director’s beneficiary will be entitled to a survivor benefit,
payable over a 120-month period, beginning on the first day of the month
coincident with or next following the later of the month in which the director
dies or Lincoln Park Savings Bank is notified of the director’s
death. In any case where a director dies after commencement of the
annual retirement benefit but before the completion of the payments, the
director’s beneficiary will be entitled to the continuation of the payments for
the remainder of the payout period.
In the
event of a termination of service due to a change in control, each director
serving on the board on the date of the change in control will be credited with
years of service as if the director had remained a member of the board until age
65 with at least ten years of service. By December 31, 2008, each
director had the opportunity to elect to receive his or her benefit in the event
of a change in control either at the time of the change in control or at age 65,
if later, and to elect payment either in a lump sum or in monthly installments
over a period of 120 months. A director who has retired prior to a change in
control was given the opportunity to elect to receive, immediately upon the
change on control, either a lump sum payment equal to the present value of the
then remaining annual retirement benefit, or a continuation of the annual
retirement benefit in installments over a 120-month period. In the
event the director has elected a lump sum, the lump sum equivalent will be
determined by applying a discount rate of 5.75% or such other rate determined by
the board of directors. A director who is terminated for just cause
will not be entitled to any benefit under the plan.
Transactions
With Certain Related Persons
In the
ordinary course of business, Lincoln Park Savings makes loans available to its
directors, officers and employees. These loans are made in the ordinary course
of business on substantially the same terms (other than interest rates on loans
to employees), including collateral, as comparable loans to other
borrowers. Management believes that these loans neither involve more
than the normal risk of collectibility nor present other unfavorable
features. Federal regulations permit executive officers and directors
to participate in loan programs that are available to other employees, as long
as the director or executive officer is not given preferential treatment
compared to other participating employees. Loans made to directors or
executive officers, including any modification of such loans, must be approved
by a majority of independent disinterested members of the board of
directors. The interest rate on loans to directors and officers is
the same as that offered to other borrowers.
PROPOSAL
II - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING
FIRM
Lincoln
Park Bancorp’s independent registered public accounting firm for the year ended
December 31, 2008 was Beard Miller Company LLP (“Beard Miller”). The
audit committee of Lincoln Park Bancorp has approved the engagement of Beard
Miller to be Lincoln Park Bancorp’s independent registered public accounting
firm for the fiscal year ending December 31, 2009, subject to the ratification
of the engagement by Lincoln Park Bancorp’s stockholders.
At the
Annual Meeting, the stockholders of Lincoln Park Bancorp will consider and vote
on the ratification of the engagement of Beard Miller for Lincoln Park Bancorp’s
fiscal year ending December 31, 2009. A representative of Beard
Miller is expected to attend the Annual Meeting
to respond to
appropriate questions and to make a statement if he or she so
desires
.
Set forth
below is certain information concerning aggregate fees billed for professional
services rendered by Beard Miller during the fiscal years ended December 31,
2008 and 2007.
The
aggregate fees included in the audit category were fees billed for the fiscal
years for the audit of Lincoln Park Bancorp’s and/or Lincoln Park Savings Bank’s
annual financial statements and for other services noted. The
aggregate fees included in each of the other categories were fees billed in the
noted fiscal years.
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|
|
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2008
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|
2007
|
|
|
|
Audit
Fees
|
|
$
|
86,008
|
|
$
|
67,000
|
|
|
|
Audit-Related
Fees
|
|
$
|
—
|
|
$
|
3,000
|
|
|
|
Tax
Fees
|
|
$
|
—
|
|
$
|
9,000
|
|
|
|
All
Other Fees
|
|
$
|
—
|
|
$
|
—
|
|
Audit
Fees
.
Audit fees
of $86,008 in fiscal 2008 included $60,421 of fees for the audit of the
consolidated financial statements of Lincoln Park Bancorp and fees of $25,587
for the review of reports on Form 10-Q and Form 10-K. Audit fees of
$67,000
in 2007
included fees of $48,000 for the audit of the consolidated financial statements
of Lincoln Park Bancorp, and fees of $19,000 for the review of reports on Form
10-Q and Form 10-K.
Audit-Related
Fees.
Lincoln Park Bancorp incurred no audit related fees in
2008. Lincoln Park Bancorp incurred $3,000 in audit related fees in
2007 for discussions concerning appropriate accounting for other than temporary
impairment of investment and other related issues and discussions with third
party consultants who are assisting the Corporation with implementing Section
404 of the Sarbanes-Oxley legislation.
Tax
Fees.
Tax fees of $0 in fiscal year 2008 and $9,000 in 2007
were for services related to tax compliance and tax planning.
All Other
Fees
.
Lincoln Park
Bancorp did not incur any other fees in fiscal year 2008 or 2007.
The audit
committee has considered whether the provision of non-audit services, which
relate primarily to tax consulting services rendered, is compatible with
maintaining the independence of Beard Miller. The audit committee
concluded that performing such services does not affect the independence of
Beard Miller in performing its function as the independent registered public
accounting firm of Lincoln Park Bancorp.
The audit
committee’s policy is to pre-approve all audit and non-audit services provided
by the independent registered public accounting firm. These services may include
audit services, audit-related services, tax services and other
services. The audit committee has delegated pre-approval authority to
its chairman when expedition of services is necessary. The
independent registered public accounting firm and management are required to
periodically report to the full audit committee regarding the extent of services
provided by the independent registered public accounting firm in accordance with
this pre-approval, and the fees for the services performed to
date. All of the audit fees, audit related fees and other fees paid
in 2008 and 2007 were approved per the Audit Committee’s pre-approval
policies.
In order
to ratify the selection of Beard Miller as the independent registered public
accounting firm for the fiscal year ending December 31, 2009, the proposal must
receive at least a majority of the votes cast, without regard to broker
non-votes, either in person or by proxy, in favor of such
ratification. The audit committee of the Board of Directors
recommends a vote “FOR” the ratification of Beard Miller as the independent
registered public accounting firm for the fiscal year ending December 31,
2009.
ADVANCE
NOTICE OF BUSINESS TO BE CONDUCTED
AT
AN ANNUAL MEETING
The
bylaws of Lincoln Park Bancorp provide an advance notice procedure for certain
business, or nominations to the Board of Directors, to be brought before an
Annual Meeting. For business to be properly brought before an Annual Meeting by
a stockholder, the stockholder must have given timely notice thereof in writing
to the Secretary of Lincoln Park Bancorp. To be timely a stockholder’s notice
must be delivered to or mailed and received at the principal executive offices
of Lincoln Park Bancorp no later than five days before the date of the
meeting. The chairman of an Annual Meeting may, if the facts warrant,
determine and declare to the meeting that certain business was not properly
brought before the meeting in accordance with the provisions of Lincoln Park
Bancorp’s bylaws, and if he should so determine, he shall so declare to the
meeting and any such business not properly brought before the meeting shall not
be transacted. This provision is not a limitation on any other applicable laws
and regulations.
In order
to be eligible for inclusion in Lincoln Park Bancorp’s proxy materials for
Lincoln Park Bancorp’s 2010 Annual Meeting of Stockholders, any stockholder
proposal to take action at such meeting must be received at Lincoln Park
Bancorp’s executive office, 31 Boonton Turnpike, Lincoln Park, New Jersey 07035,
no later than December 24, 2009. Any such proposals shall be subject
to the requirements of the proxy rules adopted under the Securities Exchange Act
of 1934, as amended.
The Board
of Directors is not aware of any business to come before the Annual Meeting
other than the matters described above in the Proxy
Statement. However, if any matters should properly come before the
Annual Meeting, it is intended that the holders of the proxies will act in
accordance with their best judgment.
The cost
of solicitation of proxies will be borne by Lincoln Park
Bancorp. Lincoln Park Bancorp will reimburse brokerage firms and
other custodians, nominees and fiduciaries for reasonable expenses incurred by
them in sending proxy materials to the beneficial owners of common
stock. In addition to solicitations by mail, directors, officers and
regular employees of Lincoln Park Bancorp may solicit proxies personally or by
telegraph or telephone without additional compensation. Lincoln Park
Bancorp’s 2008 Annual Report to Stockholders has been mailed to all stockholders
of record as of April 14, 2009. Any stockholder who has not received
a copy of such annual report may obtain a copy by writing Lincoln Park Bancorp
at the address below. Such annual report is not to be treated as a
part of the proxy solicitation material nor as having been incorporated herein
by reference.
A
COPY OF LINCOLN PARK BANCORP’S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR
ENDED DECEMBER 31, 2008, WILL BE FURNISHED WITHOUT CHARGE TO STOCKHOLDERS AS OF
THE RECORD DATE UPON WRITTEN OR TELEPHONIC REQUEST TO NANCY M. SHAW, SECRETARY,
LINCOLN PARK BANCORP, 31 BOONTON TURNPIKE, LINCOLN PARK, NEW JERSEY 07035, OR
CALL (973) 694-0330.
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BY
ORDER OF THE BOARD OF DIRECTORS
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Nancy
M. Shaw
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Secretary
|
April 23,
2009