def14a-90722_bcb.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of the Securities
Exchange
Act of 1934
Filed by
the Registrant ý
Filed by
a Party other than the Registrant ¨
Check the
appropriate box:
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¨
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Preliminary
Proxy Statement
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Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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ý
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Definitive
Proxy Statement
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¨
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Definitive
Additional Materials
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¨
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Soliciting
Material Pursuant to §240.14a-12
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BCB
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)
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Payment
of Filing Fee (Check the appropriate box):
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No
fee required.
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¨
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
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1)
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Title
of each class of securities to which transaction
applies:
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2)
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Aggregate
number of securities to which transaction applies:
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3)
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Per
unit price or other underlying value of transaction computed 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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4)
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Proposed
maximum aggregate value of transaction:
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5)
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Total
fee paid:
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¨
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Fee
paid previously with preliminary
materials.
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¨ 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.
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1)
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Amount
Previously Paid:
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2)
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Form,
Schedule or Registration Statement No.:
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3)
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Filing
Party:
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4)
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Date
Filed:
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BCB
Bancorp, Inc.
104-110
Avenue C
Bayonne,
New Jersey 07002
March 17,
2008
Dear
Fellow Shareholder:
We
cordially invite you to attend the Annual Meeting of Shareholders of BCB
Bancorp, Inc. The annual meeting will be held at The Chandelier
Restaurant, 1081 Broadway, Bayonne, New Jersey 07002, at 10:00 a.m., Eastern
time, on April 24, 2008.
The
enclosed notice of annual meeting 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 BCB Bancorp,
Inc. Directors and officers, as well as a representative of our
independent registered public accounting firm, will be present to respond to any
questions that shareholders may have.
The
annual meeting is being held so that shareholders may vote upon the election of
four directors and the ratification of the appointment of the independent
registered public accounting firm for the year ending December 31,
2008.
The Board
of Directors has determined that approval of the matters to be considered at the
annual meeting is in the best interests of shareholders. For the
reasons set forth in the proxy statement, the Board of Directors recommends a
vote “FOR” the matters to be considered.
On behalf
of the Board of Directors, we urge you to sign, date and return the enclosed
proxy card in the postage-paid envelope 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. Please sign and
return the enclosed proxy card promptly. Your cooperation is
appreciated, since a majority of the common stock must be represented at the
annual meeting, either in person or by proxy, to constitute a quorum for the
conduct of business.
Sincerely,
/s/ Mark
D. Hogan
Mark D.
Hogan
Chairman
of the Board
BCB
Bancorp, Inc.
104-110
Avenue C
Bayonne,
New Jersey 07002
(201)
823-0700
NOTICE
OF
ANNUAL
MEETING OF SHAREHOLDERS
To Be
Held On April 24, 2008
Notice is
hereby given that the Annual Meeting of Shareholders of BCB Bancorp, Inc., will
be held at The Chandelier Restaurant, 1081 Broadway, Bayonne, New Jersey 07002,
on April 24, 2008 at 10:00 a.m., Eastern time.
A Proxy Card and a Proxy Statement for
the annual meeting are enclosed.
The annual meeting is being held so
that shareholders may vote on the following matters:
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1.
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The
election of four directors;
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2.
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The
ratification of the appointment of our independent registered public
accounting firm for the year ending December 31, 2008;
and
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Such
other business as may properly come before the annual meeting or any adjournment
or postponement of 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. Shareholders of record at the close of business on March
10, 2008, are the shareholders entitled to vote at the annual meeting or any
adjournments thereof.
EACH SHAREHOLDER, 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 SHAREHOLDER MAY BE REVOKED ANY TIME
PRIOR TO THE ANNUAL MEETING. A PROXY MAY BE REVOKED BY FILING WITH
OUR CORPORATE SECRETARY A WRITTEN NOTICE OF REVOCATION, SUBMITTING A DULY
EXECUTED PROXY BEARING A LATER DATE, OR BY VOTING IN PERSON AT THE ANNUAL
MEETING. HOWEVER, IF YOU ARE A SHAREHOLDER WHOSE SHARES ARE
REGISTERED IN THE NAME OF A BROKER, BANK OR OTHER NOMINEE, YOU WILL NEED
ADDITIONAL DOCUMENTATION FROM THE RECORDHOLDER IN ORDER TO VOTE PERSONALLY AT
THE ANNUAL MEETING.
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By
Order of the Board of Directors
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/s/
Mark D. Hogan
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Mark
D. Hogan
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of
the Board
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Bayonne,
New Jersey
March 17,
2008
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IMPORTANT: THE
PROMPT RETURN OF PROXIES WILL SAVE US 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.
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PROXY
STATEMENT
BCB
Bancorp, Inc.
104-110
Avenue C
Bayonne,
New Jersey 07002
(201)
823-0700
ANNUAL
MEETING OF SHAREHOLDERS
To be
Held on April 24, 2008
This
Proxy Statement is furnished in connection with the solicitation of proxies on
behalf of the Board of Directors of BCB Bancorp, Inc. to be used at the Annual
Meeting of Shareholders, which will be held at The Chandelier Restaurant, 1081
Broadway, Bayonne, New Jersey 07002, on April 24, 2008, at 10:00 a.m., eastern
time, and all adjournments of the annual meeting. The accompanying
Notice of Annual Meeting of Shareholders and this Proxy Statement are first
being mailed to shareholders on or about March 17, 2008.
At the
annual meeting shareholders will vote on the election of four directors, the
ratification of the appointment of our independent registered public accounting
firm for the year ending December 31, 2008 and such other matters as may
properly come before the annual meeting or any adjournments
thereof.
REVOCATION
OF PROXIES
Shareholders
who complete proxies 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 any adjournments thereof. Proxies
solicited on behalf of the Board of Directors will be voted in accordance with
the directions given thereon. Where no instructions are indicated,
validly completed proxies will be voted “FOR” the proposals set forth in this
Proxy Statement for consideration at the annual meeting.
Proxies
may be revoked by sending written notice of revocation to our Corporate
Secretary at the address shown above, the submission of a later dated proxy or
by voting in person at the annual meeting. The presence at the annual
meeting of any shareholder who had returned a proxy shall not revoke such proxy
unless the shareholder delivers his or her ballot in person at the annual
meeting or delivers a written revocation to our Corporate Secretary 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 nominee. 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 our common stock as of the close of business on March 10, 2008, our
record date, are entitled to one vote for each share then held. As of
the record date, we had 5,078,858 shares of common stock issued. 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.
Persons
and groups who beneficially own in excess of 5% of the common stock are required
to file certain reports with the Securities and Exchange Commission (“SEC”)
regarding such beneficial ownership. We are aware of one group who
beneficially owned in excess of 5% of the common stock on the Record Date, that
being Wellington Management Company, LLP, 75 State Street, Boston, Massachusetts
02109 owning 268,000 shares or 5.76% of our outstanding common stock. Wellington Management
Company LLP is an investment advisor who holds such shares of record on behalf
of its clients.
In
accordance with New Jersey law, a list of shareholders entitled to vote at the
annual meeting shall be made available at the annual meeting.
VOTING
PROCEDURES AND METHOD OF COUNTING VOTES
As to the election of directors, the
proxy card being provided by the Board of Directors enables a shareholder to
vote “FOR” the election
of the nominees proposed by the Board of Directors, or to “WITHHOLD AUTHORITY” to vote
for the nominees being proposed. Under New Jersey law and our
Certificate of Incorporation and Bylaws, directors are elected by a plurality of
votes cast, without regard to either broker non-votes, or proxies as to which
authority to vote for the nominees being proposed is withheld.
As to the ratification of our
independent registered public accounting firm, by checking the appropriate box a
shareholder may: (i) vote “FOR” the item; (ii) vote
“AGAINST” the item; or
(iii) “ABSTAIN” from
voting on such item. Under our Certificate of Incorporation and
Bylaws, the ratification of this matter shall be determined by a majority of the
votes cast, without regard to broker non-votes or proxies marked “ABSTAIN.”
The Board of Directors will designate
an inspector of elections.
Regardless of the number of shares of
common stock owned, it is important that holders of a majority of the shares of
our common stock be represented by proxy or present in person at the annual
meeting. Shareholders are requested to vote by completing the
enclosed proxy card and returning it signed and dated in the enclosed
postage-paid envelope. Shareholders are urged to indicate their vote
in the spaces provided on the proxy card. PROXIES SOLICITED BY THE
BOARD OF DIRECTORS WILL BE VOTED IN ACCORDANCE WITH YOUR INSTRUCTIONS GIVEN ON
THE PROXY. WHERE NO INSTRUCTIONS ARE INDICATED, SIGNED PROXIES WILL
BE VOTED “FOR” EACH OF
THE PROPOSALS TO BE CONSIDERED AT THE ANNUAL MEETING.
PROPOSAL
I - ELECTION OF DIRECTORS
Our Board
of Directors is currently composed of 11 members and is divided into three
classes, with one class of directors elected each year. Our directors
will generally be elected to serve for a three-year period and until their
respective successors have been elected and qualified. Four directors will be
elected at the annual meeting, each to serve for a three-year period and until
his successor has been elected and shall qualify. The Board of Directors has
nominated Robert Ballance, Joseph Brogan, Donald Mindiak and August Pellegrini,
Jr. for election as directors at the annual meeting. Each nominee of
the Board of Directors has consented to being named in this Proxy
Statement.
The table
below sets forth certain information, as of March 10, 2008, regarding the
composition of our Board of Directors, including the terms of office of Board
members, and information regarding our executive officers and the executive
officers of BCB Community Bank (formerly Bayonne Community Bank), our principal
operating subsidiary. 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 a nominee is unable to serve, the shares
represented by proxies will be voted for the election of such substitute as the
Board of Directors may recommend. At this time, the Board of
Directors knows of no reason
why any
of the nominees might be unable to serve, if elected. Except as
indicated herein, there are no arrangements or understandings between the
nominee and any other person pursuant to which such nominee was
selected. None of the shares beneficially owned by directors,
executive officers or nominees to the Board of Directors have been pledged as
security or collateral for any loans.
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Name
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Position(s)
Held With the Company or
the
Bank
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Age
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Director
Since(1)
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Current
Term
Expires
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Shares
Beneficially
Owned(2)
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Percent
of
Class(2)
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NOMINEES
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Robert
Ballance
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Director
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49
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2000
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2007
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112,973(3)
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2.4%
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Joseph
Brogan
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Director
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69
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2000
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2007
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220,270(4)
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4.7
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Donald
Mindiak
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President,
Chief Executive Officer, Chief
Financial
Officer and Director
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49
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2000
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2007
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147,857(5)
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3.2
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Dr.
August Pellegrini, Jr.
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Director
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48
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2000
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2007
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102,281(6)
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2.2
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DIRECTORS
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Judith
Q. Bielan
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Director
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43
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2000
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2009
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127,439(7)
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2.7
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James
E. Collins
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Senior
Lending Officer and Director
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59
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2003
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2009
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162,921(8)
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3.5
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Thomas
M. Coughlin
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Chief
Operating Officer and Director
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48
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2002
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2008
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156,174(9)
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3.4
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Mark
D. Hogan
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Chairman
of the Board
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42
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2000
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2009
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202,158(10)
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4.3
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Joseph
Lyga
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Director
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48
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2000
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2008
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92,496(11)
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2.0
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Alexander
Pasiechnik
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Director
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46
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2000
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2008
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95,366(12)
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2.0
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Joseph
Tagliareni
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Director
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53
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2006
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2008
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36,926(13)
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*
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EXECUTIVE
OFFICERS WHO ARE NOT DIRECTORS
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Olivia
Klim
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Executive
Vice President
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62
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N/A
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N/A
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32,564(14)
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*
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Amer
Saleem
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Vice
President
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53
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N/A
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N/A
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9,184(15)
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*
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All
directors and executive officers
as a group (13
persons)
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N/A
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N/A
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N/A
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N/A
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1,498,609
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30.2%
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________________________
* Less
than 1%.
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(1)
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Includes
service as a director of BCB Community
Bank.
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(2)
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Includes
shares underlying options that are exercisable within 60 days from the
record date.
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(3)
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Mr.
Ballance has sole voting and dispositive power over 74,268 shares, shared
voting and dispositive power over 953 shares with his spouse and shared
voting and dispositive power over 2,494 shares with his
children. Includes 35,258 shares underlying options exercisable
within 60 days from the record
date.
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(4)
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Mr.
Brogan has sole voting and dispositive power over 79,120 shares, shared
voting and dispositive power over 10,681 shares with his spouse and shared
voting and dispositive power over 99,196 shares with his
grandchildren. Includes 31,273 shares underlying options
exercisable within 60 days from the record
date.
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(5)
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Mr.
Mindiak has sole voting and dispositive power over 106,016 shares, shared
voting and dispositive power over 2,950 shares with his spouse and shared
voting and dispositive power over 1,811 shares with his
children. Includes 37,080 shares underlying options exercisable
within 60 days from the record
date.
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(6)
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Dr.
Pellegrini has sole voting and dispositive power over 67,167
shares. Includes 35,114 shares underlying options exercisable
within 60 days from the record
date.
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(7)
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Ms.
Bielan has sole voting and dispositive power over 79,129 shares, shared
voting and dispositive power over 11,886 shares with her spouse and shared
voting and dispositive power over 1,890 shares with her
children. Includes 34,534 shares underlying options exercisable
within 60 days from the record
date.
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(8)
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Mr.
Collins has sole voting and dispositive power over 120,178 shares, shared
voting and dispositive power over 851 shares with his spouse and shared
voting and dispositive power over 3,441 shares with his
children. Includes 38,451 shares underlying options exercisable
within 60 days from the record
date.
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(9)
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Mr.
Coughlin has sole voting and dispositive power over 134,660 shares.
Includes 21,514 shares underlying options exercisable within 60 days from
the record date.
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(10)
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Mr.
Hogan has sole voting and dispositive power over 146,610 shares, shared
voting and dispositive power over 15,615 shares with his spouse and shared
voting and dispositive power over 1,988 shares with his
children. Includes 37,945 shares underlying options exercisable
within 60 days from the record
date.
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(11)
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Mr.
Lyga has sole voting and dispositive power over 56,525 shares, shared
voting and dispositive power over 1,040 shares with his spouse and shared
voting and dispositive power over 377 shares with his
child. Includes 34,554 shares underlying options exercisable
within 60 days from the record
date.
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(12)
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Mr.
Pasiechnik has sole voting and dispositive power over 60,676
shares. Includes 34,690 shares underlying options exercisable
within 60 days from the record
date.
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(13)
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Mr.
Tagliareni has sole voting and dispositive power over 22,920 shares,
shared voting and dispositive power over 10,966 shares with his spouse and
shared voting and dispositive power over 1,040 shares with his
children. Includes 2,000 shares underlying options exercisable
within 60 days from the record
date.
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(footnotes
continued on next page)
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(14)
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Ms.
Klim has sole voting and dispositive power over 14,331 shares and shared
voting and dispositive power over 2,983 shares with her
spouse. Includes 15,250 shares underlying options exercisable
within 60 days from the record
date.
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(15)
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Mr.
Saleem has sole voting and dispositive power over 2,385 shares and shared
voting and dispositive power over 945 shares with his
spouse. Includes 5,854 shares underlying options exercisable
within 60 days from the record
date.
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Biographical
Information Regarding Directors, Executive Officers and Nominees
Set forth below is biographical
information regarding our directors and executive officers. Unless
otherwise noted, each director has held the indicated position for at least five
years.
Directors
Robert Ballance,
49, is a
Battalion Chief with the Bayonne Fire Department and the owner of Bob’s Carpet
located in Bayonne. Mr. Ballance is a director of the Bayonne Fire
Exempt Association; a member of the Bayonne Elks B.P.O.E.; and has served as the
Treasurer of Bayonne Fire Department Local #11. Mr. Ballance attended
Saint Vincent DePaul Grammar School and Marist High School in
Bayonne.
Judith Q. Bielan,
Esq., 43, is
an attorney practicing law for 18 years. Ms. Bielan currently owns
her own law firm, Bielan, Miklos, Makrogiannis & Demeter, P.C., which she
formed in 1996. Ms. Bielan was a partner with Cavanaugh and Bielan,
P.C. from 1993 to 1996, and associated with the firm of Schumann, Hanlon,
O’Connor and McCrossin from 1989 to 1993. She is a member of the New
York and New Jersey State Bars as well as an Officer of the Hudson County Bar
Association. Ms. Bielan serves on the Hudson County Bar Association’s Family Law
Committee and serves on the Advisory Board for Holy Family Academy. She also
coaches Bayonne PAL Junior Boys’ Basketball. Ms. Bielan is a lifetime
resident of Bayonne, having attended Our Lady Star of the Sea Elementary School
and Holy Family Academy. In addition, she holds degrees from
Montclair State College and Seton Hall Law School.
Joseph Brogan,
69, has
over 45 years of experience in the insurance industry and is the founder of
Brogan Insurance Agency located in Bayonne. Mr. Brogan is the former
head of the State Farm Agents Association and is a current member of the Knights
of Columbus and the Fraternal Order of Elks. Mr. Brogan attended
Saint Aloysius Grammar School, Jersey City, and Seton Hall Preparatory School,
has received a B.S. from Saint Peter’s College and attended graduate school at
Fordham and New Jersey City University.
James E. Collins,
59, is Senior Lending Officer of BCB Community Bank, and has worked in
the banking industry since 1972. He is the former Vice President of
Lending at First Savings Bank of New Jersey and served as that bank’s Community
Reinvestment Officer and as a member of the Budget, Asset and Liability, Asset
Classification and Loan Committees. In addition, Mr. Collins has
served as Treasurer of the Bayonne Chamber of Commerce, as the past President of
Ireland’s 32 and as citywide director for Bayonne’s C.Y.O. Sports
Programs. Currently, Mr. Collins serves as a Director for Windmill
Alliance, Inc. Mr. Collins attended St. Mary’s, Our Lady Star of the
Sea Elementary School and Marist High School, received a B.S. from St. Peter’s
College and attended graduate school at the Institute for Financial
Education. Mr. Collins is a certified Real Estate Appraiser and a
member of the Review Appraisers Association.
Thomas M.
Coughlin, 48, is Chief Operating Officer of BCB Bancorp, Inc. and BCB
Community Bank, and has been employed in the banking industry for 21 years. He
was previously Chief Financial Officer of BCB Bancorp, Inc. and BCB Community
Bank. Mr. Coughlin was formerly Vice President of Chatham Savings
Bank and, prior to that, Controller and Corporate Secretary of First Savings
Bank of New Jersey. While at First Savings Bank of New Jersey, Mr.
Coughlin served in various capacities on several executive managerial
committees, including, but not limited to, the Budget, Asset/Liability and Loan
Review Committees. Mr. Coughlin, who received his CPA designation in
1982, is the past President of the American Heart Association and has served as
Trustee of D.A.R.E. and the Bayonne P.A.L. Mr. Coughlin attended
Saint Vincent DePaul Grammar School and Bayonne High School, and received a B.S.
degree from Saint Peter’s College.
Mark D. Hogan,
C.P.A., 42, is a sole practitioner with an office located in
Bayonne. In addition, Mr. Hogan is a registered representative
providing financial planning for his clientele. Mr. Hogan has
achieved the following licenses and designations: NASD Series 7, 24
and 63, New Jersey Life and Health Insurance broker, New Jersey Property and
Casualty Insurance broker. Mr. Hogan attended Saint Peter’s Preparatory School
and received a B.S. degree in Finance from Pace University. He is a
member of the New Jersey Society of Certified Public
Accountants. Mr.
Hogan serves as the Chairman of the Board of Directors of BCB Bancorp, Inc. and
BCB Community Bank.
Joseph Lyga,
48, has
served on the Bayonne Fire Department since 1985, having achieved the rank of
Fire Captain. In addition, Mr. Lyga has been a self-employed
contractor for the last 23 years. Mr. Lyga has served as President
and Secretary/State Delegate of the Bayonne Fire Department Local #211 and has
served as President, Vice President, Secretary and Treasurer of the Bayonne Fire
Department Local #11. Mr. Lyga is also a member of the Sicilian
Citizens Club and the Friends of Nick Capodice. Mr. Lyga attended
Saint Mary’s, Our Lady Star of the Sea Elementary School, Marist High School,
New Jersey City University and the Chubb Institute where he studied computer
programming and network design.
Donald Mindiak,
49, has been employed in the banking industry for over 30 years and has
been President and Chief Executive Officer of BCB Community Bank since October
1999 and BCB Bancorp, Inc. since May 2003. He was named Chief
Financial Officer of BCB Bancorp, Inc. and BCB Community Bank in May of
2007. Before joining BCB Community Bank, he was employed by Summit
Bank as a Manager of Strategic Planning and Support. Prior to his
employment at Summit Bank, Mr. Mindiak was employed at First Savings Bank of New
Jersey in Bayonne. During his tenure at First Savings Bank of New
Jersey, he served as Treasurer and prior to that position as
Controller. Mr. Mindiak served as an active member of the
Asset/Liability, Budget, Investment and Rate Setting Committees while at First
Savings Bank of New Jersey and was the former Chairman of the Asset
Classification Committee. Mr. Mindiak has been a member of several
trade organizations including: the Community Bankers Association, the
Hudson County Savings League, the New Jersey Savings League and America’s
Community Bankers. In addition, Mr. Mindiak serves as member of
the Board of Governors of the New Jersey League of Community
Bankers. Mr. Mindiak received a B.A. degree from Rutgers, Newark
College of Arts and Sciences and an M.B.A. degree in Finance from Fairleigh
Dickinson University.
Alexander
Pasiechnik, 46, is
President and Chief Executive Officer of Victoria T.V. Sales and
Appliances. Mr. Pasiechnik was born in Bayonne and attended Saint
Mary’s, Our Lady Star of the Sea Elementary School, Marist High School, and
Saint Peter’s College.
Dr. August
Pellegrini, Jr., 48, has
practiced general dentistry in Bayonne for 22 years and is past President of
both the New Jersey Dental Association and the Hudson County Dental
Society. Dr. Pellegrini is also a Hudson County delegate to the New
Jersey Dental Association House of Delegates, and is a past member of the Board
of Trustees of the New Jersey Foundation of Dentistry for Persons with
Disabilities. Dr. Pellegrini is a faculty member at UMDNJ, New Jersey
Dental School, in the Department of General and Hospital
Dentistry. Dr. Pellegrini is also a member of the Knights of
Columbus. Dr. Pellegrini attended Horace Mann Grammar School, Marist
High School, Rutgers College and Temple University School of
Dentistry.
Joseph
Tagliareni, 53, is the President and Chief Executive Officer of J&J
Printing, located in Bayonne, and has over thirty years of printing
experience. Mr. Tagliareni is a member of many civic organizations
including: the Bayonne Chapter of UNICO National, the Knights of Columbus, New
Era Civic Club, the United Christians and Jews Association, the Bayonne Chamber
of Commerce, the Hometown Fair Committee, and the Chandelier Golf
Committee. Mr. Tagliareni is the Vice President and a board member of
the Bayonne Family YMCA and serves on the school board of Saint Mary’s, Our Lady
Star of the Sea Elementary School. Mr. Tagliareni is a committeeman
for the First Ward in Bayonne. Mr. Tagliareni attended Lincoln School
and Bayonne High School. Mr. Tagliareni was a member of our Board of
Directors from 2003 through 2004. Mr. Tagliareni declined
to stand for re-election at the 2004 annual meeting.
Executive
Officers who are not Directors
The following is biographical
information regarding our executive officers or executive officers of BCB
Community Bank who are not also directors. Unless otherwise noted,
each officer has held the indicated position for at least five
years.
Olivia M. Klim,
62, has been has been employed in the banking industry for 39 years and
is currently Executive Vice President of Business Development of BCB Community
Bank. Prior to joining BCB Community Bank in October 2000, Mrs. Klim
was employed by First Savings Bank of New Jersey, a division of Richmond County
Financial, as a Business Development Officer responsible for the business
development and operational
functions
at that bank’s offices in Bayonne, New Jersey. Prior to her
employment at First Savings, Mrs. Klim was employed at First Fidelity Bank as a
Branch Administrator. Mrs. Klim is a Commissioner of the Bayonne
Municipal Utilities authority, and serves in various capacities for the local
Chapter of the Deborah Foundation, the College Opportunity Program, the American
Institute of Banking for Women, and the Bayonne Bullet Proof Vest Funding
Campaign. Further, Mrs. Klim serves on the Loan Review Committee for
the Bayonne Economic Development Corporation. Mrs. Klim is a graduate
of the Bayonne School system and attended St. Peter’s College, and the Cohen
& Brown School for Sales & Investments.
Amer Saleem,
53, is a Vice President of Commercial Lending of BCB Community
Bank. Prior to joining BCB Community Bank in 2002, Mr. Saleem was an
Assistant Vice President of Commercial Lending of 1st
Constitution Bank, Cranbury, New Jersey. Mr. Saleem holds a B.A.
degree in Economics, Diploma in Accounting from City of London Polytechnic,
London, England and an M.B.A. degree in Finance from Long Island University, New
York. Mr. Saleem has over 20 years of banking experience,
specializing in commercial lending. Mr. Saleem is a member of the
Officers’ Lending Committee.
Board
Independence
The Board
of Directors has determined that, except as to Messrs. Collins, Coughlin and
Mindiak, each member of the Board of Directors is an “independent director”
within the meaning of the Nasdaq corporate governance listing
standards. Messrs. Collins, Coughlin and Mindiak are not considered
independent because they are executive officers of BCB Bancorp, Inc. or BCB
Community Bank.
The Board
of Directors has also determined that each member of the Audit Committee of the
Board meets the independence requirements applicable to that committee
prescribed by the NASDAQ Marketplace Rules, the Securities and Exchange
Commission (“SEC”) and the Internal Revenue Service. There were no
transactions not required to be reported under “—Transactions With Certain
Related Person” that were considered in determining the independence of our
directors.
Meetings
and Committees of the Board of Directors
Our Board
of Directors meets on a monthly basis and may hold additional special
meetings. Our standing committees include the Audit Committee,
Compensation Committee and Nominating and Corporate Governance
Committee. BCB Community Bank’s standing committees include an
Asset/Liability Management Committee, a Loan Committee, an Investment Committee
and a Budget Committee. During the year ended December 31, 2007, our
board of directors held 12 regular meetings and 3 special
meetings. No director attended fewer than 75%, in the aggregate, of
the total number of board meetings held and the total number of committee
meetings in which he or she served during fiscal 2007. At last year’s
annual meeting all directors with the exception of Director Bielan were in
attendance.
The
Nominating and Corporate Governance Committee
The
Nominating and Corporate Governance Committee consists of Directors Ballance,
Lyga and Pellegrini. Each member of the Nominating and Corporate
Governance Committee is considered “independent” as defined in the Nasdaq
corporate governance listing standards. Our Board of Directors has
adopted a written charter for the Nominating and Corporate Governance Committee
and the charter was last distributed to shareholders as part of the proxy
statement for the year ended December 31, 2006. The charter has not
been amended. The full board of directors, acting as the Nominating
and Corporate Governance Committee met 1 time during 2007.
The
functions of the Nominating and Corporate Governance Committee include the
following:
|
|
·
|
to
lead the search for individuals qualified to become members of the Board
of Directors and to select director nominees to be presented for
shareholder approval;
|
|
|
·
|
to
review and monitor compliance with the requirements for board
independence;
|
|
|
·
|
to
review the committee structure and make recommendations to the Board of
Directors regarding committee
membership;
|
|
|
·
|
to
develop and recommend to the Board of Directors for its approval corporate
governance guidelines; and
|
|
|
·
|
to
develop and recommend to the Board of Directors for its approval a
self-evaluation process for the Board of Directors and its
committees.
|
The
Nominating and Corporate Governance Committee identifies nominees by first
evaluating the current members of the Board of Directors willing to continue in
service. Current members of the Board of Directors with skills and
experience that are relevant to our business and who are willing to continue in
service are first considered for re-nomination, balancing the value of
continuity of service by existing members of the Board of Directors with that of
obtaining new perspectives. If any member of the Board of Directors
does not wish to continue in service, or if the Nominating and Corporate
Governance Committee of the Board of Directors decides not to re-nominate a
member for re-election, or if the size of the Board of Directors is increased,
the Nominating and Corporate Governance Committee would solicit suggestions for
director candidates from all board members. In addition, the
Nominating and Corporate Governance Committee is authorized by its charter to
engage a third party to assist in the identification of director
nominees. The Nominating and Corporate Governance Committee would
seek to identify a candidate who at a minimum satisfies the following
criteria:
|
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·
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has
the highest personal and professional ethics and integrity and whose
values are compatible with ours;
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·
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has
had experiences and achievements that have given them the ability to
exercise and develop good business
judgment;
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·
|
is
willing 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;
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·
|
is
familiar with the communities in which we operate and/or is actively
engaged in community activities;
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·
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is
involved in other activities or interests that do not create a conflict
with their responsibilities to us and our shareholders;
and
|
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·
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has
the capacity and desire to represent the balanced, best interests of our
shareholders as a group, and not primarily a special interest group or
constituency.
|
The
Nominating and Corporate Governance Committee will also take into account
whether a candidate satisfies the criteria for “independence” under the Nasdaq
corporate governance listing standards, and if a nominee is sought for service
on our Audit Committee, the financial and accounting expertise of a candidate,
including whether an individual qualifies as an audit committee financial
expert.
Procedures
for the Shareholder Recommendations for the Nomination of Directors
Our Board
of Directors has adopted procedures for the submission of director nominees by
shareholders. If a determination is made that an additional candidate
is needed for the Board of Directors, the Nominating and Corporate Governance
Committee will consider candidates submitted by our
shareholders. Shareholders can submit the names of candidates for
director by writing to our Corporate Secretary, at 104-110 Avenue C, Bayonne,
New Jersey 07002. The Chairman of the Board must receive a submission
not less than 90 days prior to the anniversary date of our proxy materials for
the preceding year’s annual meeting. If the date of the annual
meeting is advanced more than 30 days prior to or delayed by more than 30 days
after the anniversary of the preceding year’s annual meeting, the shareholder’s
suggestion must be so delivered not later than the close of business on the
tenth day
following
the day on which public announcement of the date of such annual meeting is first
made. The submission must include the following
information:
|
|
·
|
the
name and address of the shareholder as they appear on our books, and
number of shares of our common stock that are owned beneficially by such
shareholder (if the shareholder is not a holder of record, appropriate
evidence of the shareholder’s ownership will be
required);
|
|
|
·
|
the
name, address and contact information for the candidate, and the number of
shares of our common stock that are owned by the candidate (if the
candidate is not a holder of record, appropriate evidence of the
shareholder’s ownership should be
provided);
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·
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a
statement of the candidate’s business and educational
experience;
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·
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such
other information regarding the candidate as would be required to be
included in the proxy statement pursuant to SEC Regulation
14A;
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·
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a
statement detailing any relationship between the candidate and
us;
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·
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a
statement detailing any relationship between the candidate and any of our
customers, suppliers or
competitors;
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·
|
detailed
information about any relationship or understanding between the proposing
shareholder and the candidate; and
|
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·
|
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 our proxy statement for the 2007 Annual Meeting of
Shareholders.
We have
no written procedural or informational requirements for the presentation of a
shareholder nomination at the Annual Meeting of Shareholders. It is
expected that any person making a shareholder nomination at the annual meeting
will provide the information set forth above regarding themselves and the
proposed nominee.
Shareholder
Communications with the Board
A
shareholder who wants to communicate with our Board of Directors or with any
individual director can write to our President and Chief Executive Officer,
104-110 Avenue C, Bayonne, New Jersey 07002, Attention: Board
Administration. The letter should indicate that the author is a
shareholder and if shares are not held of record, should include appropriate
evidence of stock ownership. Depending on the subject matter,
management will:
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·
|
forward
the communication to the director or directors to whom it is
addressed;
|
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·
|
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
|
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·
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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 of Directors meeting, management presents a summary of all communications
received since the last meeting that were not forwarded and makes those
communications available to the directors.
Code
of Ethics
We have adopted a code of ethics that
is applicable to our officers, directors and employees, including our principal
executive officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions. Our Code of
Ethics has been filed as an exhibit to the Annual Report on Form
10-K.
The
Audit Committee
The Audit
Committee consists of directors Hogan, Bielan, Brogan and
Pellegrini. Each current member of the Audit Committee is considered
“independent” as defined in the Nasdaq corporate governance listing standards
and under SEC Rule 10A-3. The duties and responsibilities of the
Audit Committee include, among other things:
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·
|
retaining,
overseeing and evaluating a firm of independent certified public
accountants to audit the annual financial
statements;
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·
|
in
consultation with the independent registered public accounting firm and
the internal auditor, reviewing the integrity of our financial reporting
processes, both internal and
external;
|
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·
|
approving
the scope of the audit in advance;
|
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·
|
reviewing
the financial statements and the audit report with management and the
independent registered public accounting
firm;
|
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|
·
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considering
whether the provision by the external auditors of services not related to
the annual audit and quarterly reviews is consistent with maintaining the
auditor’s independence;
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·
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reviewing
earnings and financial releases and quarterly reports filed with the
SEC;
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·
|
consulting
with the internal audit staff and reviewing management’s administration of
the system of internal accounting
controls;
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·
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approving
all engagements for audit and non-audit services by the independent
registered public accounting firm;
and
|
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·
|
reviewing
the adequacy of the audit committee
charter.
|
The Audit
Committee met six times during 2007. The Board of Directors has
adopted a written charter for the Audit Committee. The Audit Committee
reports to the Board of Directors on its activities and findings. The
Board of Directors believes that Mr. Hogan qualifies as an “audit
committee financial expert” as that term is used in the rules and regulations of
the SEC.
Audit
Committee Report
In accordance with SEC regulations, the
Audit Committee has prepared the following report. As part of its
ongoing activities, the Audit Committee has:
|
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·
|
Reviewed
and discussed with management our audited consolidated financial
statements for the year ended December 31,
2007;
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·
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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
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·
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Received
the written disclosures and the letter from the independent registered
public accounting firm required by Independence Standards Board Standard
No. 1, Independence Discussions with Audit Committees, and has discussed
with the independent registered public accounting firm their
independence.
|
Based on the review and discussions
referred to above, the Audit Committee recommended to the Board of Directors
that the audited consolidated financial statements be included in our Annual
Report on Form 10-K for the year ended December 31, 2007 to be filed with the
SEC. In addition, the Audit Committee approved the appointment of
Beard Miller Company LLP as our independent registered public accounting firm
for the fiscal year ending December 31, 2008, subject to the ratification of the
appointment by our shareholders.
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 we specifically incorporate this information by reference, and shall
not otherwise be deemed filed under such Acts.
The Audit
Committee:
Mark D.
Hogan, (Chairman)
Judith Q.
Bielan
Joseph
Brogan
Dr.
August Pellegrini, Jr.
The Audit Committee has approved a list
of procedures for the engagement of outside auditors to perform non-audit
tasks. The following services cannot
be provided by the auditor: financial information systems design and
implementation; internal audit outsourcing; appraisal or valuation services,
fairness opinions, and contribution in kind reports; management functions or
human resources; bookkeeping; broker or dealer or investment banking services;
legal services unrelated to the audit; actuarial services; and services
determined by the Audit Committee to be impermissible. All
permissible non-audit services must be pre-approved by the Audit
Committee. The authority to approve audit and non-audit services may
be delegated by the committee to one or more of its members, provided that any
delegated approvals must be reported to the full Audit Committee and all
approvals of non-audit services will be disclosed in our periodic
reports.
Section
16(a) Beneficial Ownership Reporting Compliance
Our
common stock is registered pursuant to Section 12(b) of the Exchange
Act. Executive officers, directors and 10% beneficial owners are
required to file beneficial ownership reports with the SEC disclosing beneficial
ownership and changes in beneficial ownership of our common
stock. SEC rules require disclosure in our Proxy Statement and Annual
Report on Form 10-K of the failure of an executive officer, director or 10%
beneficial owner to file such forms on a timely basis. Based on our review of
such ownership reports, with the exception of two Form 4 filings filed on behalf
of Director Bielan, we believe that no other officer or director failed to
timely file such ownership reports for the fiscal year ended December 31,
2007.
Compensation Committee.
During
the fiscal year ended December 31, 2007, the Compensation Committee, which
consisted of Robert Ballance, Joseph Brogan, Mark D. Hogan, Joseph Lyga and
Alexander Pasiechnik, met six times to review the performance of the executive
officers and determine compensation programs and adjustments. Each
member of the Compensation Committee is considered “independent” as defined in
the Nasdaq corporate governance listing standards. The Board of
Directors has adopted a written charter for the Compensation Committee. Messrs. Mindiak,
Coughlin and Collins do not participate in the Board of Directors determination
of their respective compensation as executive officers.
Roles and
Responsibilities. The primary purpose of the Compensation
Committee is to conduct reviews of our general executive compensation policies
and strategies in order to oversee and evaluate our overall compensation
structure and programs. Direct responsibilities include, but are not
limited to:
|
|
·
|
Evaluating
and approving goals and objectives relevant to compensation of the chief
executive officer and other executive officers, and evaluating the
performance of the executives in light of those goals and
objectives;
|
|
|
·
|
Determining
and approving the compensation level for the chief executive
officer;
|
|
|
·
|
Determining
and approving compensation levels of other key executive officers;
and
|
|
|
·
|
Recommending
to the Board compensation policies for outside
directors.
|
The
Compensation Committee approves the compensation paid to the Chief Executive
officer and our other executive officers. The performance of the
Chief Executive Officer is reviewed annually by the Committee. The
Chief Executive Officer presents annually to the Committee his assessment of the
performance of the other executive officers and his recommendations for their
salary adjustments and performance awards. The Committee exercises
its discretion in determining the levels of compensation to be paid to those
executives.
The
Compensation Committee approves equity compensation awards to all our
officers. The Committee has given the Chief Executive Officer the
authority to determine the non-equity compensation of all or our officers other
than those officers mentioned in the preceding paragraph.
Performance
evaluations are generally measured on criteria applicable to us as a whole and
to specific responsibilities of each executive. Criteria considered
include earnings, return on equity, return on assets, asset quality, capital
management, risk management, franchise expansion, corporate governance,
expertise and general management skills, and each executive’s contribution to
our successful operation. These criteria are evaluated not only on
current year performance, but also on the trend of performance over the past few
years and within the context of unusual operating and performance
issues. Also, taken into consideration are factors outside of the
control of management, such as the state of the economy, the interest rate
environment, regulatory mandates and competition.
Strict
numerical formulas are not used to determine changes in compensation, instead,
competitive considerations as set forth below are utilized in the decision
process.
Executive
Compensation
|
Summary
Compensation Table
|
|
Name
and
Principal
Position
|
Year
|
Salary
($)
|
Bonus
($)
|
Stock
awards
($)
|
Option
awards
($)
|
Non-equity
incentive
plan
compensation
($) (1)
|
Change
in
pension
value
and
non-
qualified
deferred
compensation
earnings
($)
|
All
other
compensation
($) (2)(3)
|
Total
($)
|
|
Donald
Mindiak
President,
Chief
Executive
Officer,
Chief
Financial
Officer
and Director
|
2007
2006
|
$150,000
$136,500
|
$65,000
$80,000
|
$ —
$ —
|
$ —
$ —
|
$ —
$ —
|
$
—
$ —
|
$ 5,990
$ 4,131
|
$220,990
$220,631
|
|
James
E. Collins
Senior
Lending
Officer
and Director
|
2007
2006
|
$122,500
$120,000
|
$50,000
$50,000
|
$ —
$ —
|
$ —
$ —
|
$ —
$ 13,000
|
$ —
$ —
|
$ 3,203
$ 3,588
|
$175,703
$186,588
|
|
Thomas
M. Coughlin
Chief
Operating
Officer
and Director
|
2007
2006
|
$120,000
$117,500
|
$65,000
$50,000
|
$ —
$ —
|
$ —
$ —
|
$ —
$ —
|
$ —
$ —
|
$ 4,242
$ 3,603
|
$189,242
$171,103
|
__________________
(1)
Loan production incentive compenation based on total dollar value of loan
closings.
(2) Employer
matching 401-K contributon for 2007 and 2006.
(3) For
the years ended December 31, 007 and 2006, the named executive officers did not
receive perquisites or personal benefits, which exceeded $10,000.
Change in Control
Agreements. BCB Bancorp,
Inc. and BCB Community Bank have entered into change in control agreements with
each of the Named Officers. These agreements provide certain benefits
in the event of a change in control of BCB Bancorp or BCB Community
Bank. Each of the agreements provides for a term of 36
months. Commencing on each anniversary date, the change in control
agreement automatically renews for an additional year unless advance written
notice of non-renewal is provided to the Named Officer. The change in
control agreements enable BCB Bancorp, Inc. and BCB Community Bank to offer to
the Named Officers certain financial protection in the event of a change in
control (as defined in the agreements). This type of protection is
frequently offered by other financial institutions, and BCB Bancorp, Inc. and
BCB Community Bank may be at a competitive disadvantage in attracting and
retaining key employees if they do not offer similar protection.
Following a change in control of BCB
Bancorp, Inc. or BCB Community Bank, the Named Officers are entitled to payment
under their agreements even if the Named Officer’s employment does not terminate
as a result of the change in control. In the event that a Named
Officer who is a party to a change in control agreement is entitled to receive
payments pursuant to the agreement, he or she will receive a cash lump sum
payment up to a maximum of 2.999 times the Named Officer’s average annual
compensation for services performed for BCB Bancorp, Inc. and BCB Community Bank
that was includible in gross income for the most recent five taxable years
ending before the date of the change in control. Such payment is
subject to applicable withholding taxes. The lump sum payments under
the change in control agreements are limited so that they will not constitute an
excess parachute payment under Section 280G of the Internal Revenue
Code.
In
addition to the lump sum payment, the Named Officers are entitled to receive
health coverage for themselves and their dependents, at a level that is
comparable to the health benefits provided immediately before the change in
control, at no cost to the Named Officers for a period of 36 months from
the date of the change in control. The value of the health benefits
could cause an excess parachute payment under Section 280G of the Internal
Revenue Code. To the extent the Named Officers experience an excess
parachute payment, BCB Bancorp, Inc. and BCB Community Bank shall pay each Named
Officer, pursuant to a written agreement, an amount equal to the Named Officer’s
tax liability that results from the excess parachute payment. The
Board believes that these agreements are in the best interests of BCB Bancorp,
Inc. and BCB Community Bank because they will provide the intended benefits to
the Named Officers without any reduction for tax penalties related to the
payments. This arrangement provides a further incentive for the Named
Officers to achieve successful results in the management and operation of BCB
Bancorp, Inc. and BCB Community Bank.
Outstanding
Equity Awards at Year End. The following
table sets forth information with respect to our outstanding equity awards as of
December 31, 2007 for our named executive officers. All of the
options granted became fully vested on December 31, 2005.
|
Outstanding
Equity Awards at Fiscal Year-End
|
|
|
Option
awards
|
|
Name
|
Number
of
securities
underlying
unexercised
options
(#)
exercisable
|
Number
of
securities
underlying
unexercised
options
(#)
unexercisable
|
Equity
incentive
plan
awards:
number
of
securities
underlying
unexercised
earned
options
(#)
|
Option
exercise
price
($)
|
Option
expiration
date
|
|
Donald
Mindiak
President,
Chief Executive
Officer,
Chief Financial
Officer
and Director
|
37,080
|
—
|
11,094
14,580
11,406
|
$ 5.29
9.34
11.84
|
7-8-2012
8-14-2013
8-11-2014
|
|
James
E. Collins
Senior
Lending Officer and
Director
|
38,451
|
—
|
11,344
15,701
11,406
|
5.29
9.34
11.84
|
7-8-2012
8-14-2013
8-11-2014
|
|
Thomas
M. Coughlin
Chief
Operating Officer and
Director
|
21,514
|
—
|
3,834
9,287
8,393
|
15.65
15.65
15.65
|
7-8-2012
8-14-2013
8-11-2014
|
During
the year ended December 31, 2007 there were no grants of plan-based awards for
our named executive officers. We did not provide any pension benefits at and for
the year ended December 31, 2007 for the named executive officers. We
did not provide any defined contribution or other nonqualified deferred
compensation plans at and for the year ended December 31, 2007 for the named
executive officers.
Benefit
Plans
2003 Stock Option
Plan. Our 2003 Stock Option Plan provided for the grant of
options to purchase 358,910 shares of common stock, adjusted for stock
dividends. Pursuant to the 2003 Stock Option Plan, 2,000 options were
granted to non-employee directors in 2007. The term of the options
is ten years from the date of grant, and the number of shares subject to awards
will be adjusted in the event of any merger, consolidation, reorganization,
recapitalization, stock dividend, stock split, combination or exchange of shares
or other change in our corporate structure. The stock options granted
vested 100% upon grant. To the extent described below, the awards
include an equal number of reload options (“Reload Options”), limited stock
appreciation rights (“Limited Rights”) and dividend equivalent rights (“Dividend
Equivalent Rights”). A Limited Right gives the option holder the
right, upon a change in our control, 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 subject to the same terms and
conditions as the stock options. Payment upon exercise of Limited
Rights will be in cash, or in the event of a merger transaction, for shares of
the acquiring corporation or its parent, as applicable. Limited
Rights have been granted to employees only. The Dividend Equivalent
Rights entitle the option holder to receive an amount of cash at the time that
certain extraordinary dividends are declared equal to the amount of the
extraordinary dividend multiplied by the number of options that the person
holds. For these purposes, an extraordinary dividend is defined as
any dividend where the rate of dividend exceeds our weighted average cost of
funds on interest-bearing liabilities for the current and preceding three
quarters. 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 delivered. 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.
2002 Stock Option
Plan. Our 2002 Stock Option Plan provided for the grant of
options to purchase 241,980 shares of common stock, adjusted for stock
dividends. Pursuant to the 2002 Stock Option Plan, no options were
granted to non-employee directors in 2007. The term of the options
is ten years from the date of grant, and the number of shares subject to awards
will be adjusted in the event of any merger, consolidation, reorganization,
recapitalization, stock dividend, stock split, combination or exchange of shares
or other change in our corporate structure. The stock options granted
vest at the rate of 20% per year. To the extent described below, the
awards include an equal number of reload options (“Reload Options”), limited
stock appreciation rights (“Limited Rights”) and dividend equivalent rights
(“Dividend Equivalent Rights”). A Limited Right gives the option
holder the right, upon a change in our control, 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 subject to
the same terms and conditions as the stock options. Payment upon
exercise of Limited Rights will be in cash, or in the event of a merger
transaction, for shares of the acquiring corporation or its parent, as
applicable. Limited Rights have been granted to employees
only. The Dividend Equivalent Rights entitle the option holder to
receive an amount of cash at the time that certain extraordinary dividends are
declared equal to the amount of the extraordinary dividend multiplied by the
number of options that the person holds. For these purposes, an
extraordinary dividend is defined as any dividend where the rate of dividend
exceeds our weighted average cost of funds on interest-bearing liabilities for
the current and preceding three quarters. 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 delivered. 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.
In
December 2005, in response to changes in the accounting of limited rights and
other cash settlement features set forth in the 2003 Stock Option Plan and the
2002 Stock Option Plan, both stock option plans were amended to eliminate the
ability to award limited rights, to eliminate outstanding limited rights with
the consent of the award recipient, to eliminate the right to receive a cash
settlement of an option following a transaction in which our shareholders are to
receive securities that are not registered under the Securities Act of 1933, and
to provide that no provision of the plan shall operate to require the cash
settlement of a stock option in circumstances that are not in our
discretion.
Director
Compensation
Directors’
Summary Compensation Table. Set forth below
is summary compensation for each of our non-employee directors for the year
ended December 31, 2007. During the year ended December 31, 2007, we did not
provide any stock awards, option grants to our directors other than an award of
2,000 options to purchase shares of common stock from our 2003 Stock Option Plan
to Director Tagliareni. Furthermore, we do not provide any non-equity incentive
plan compensation or pension compensation to our directors.
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Director
Compensation
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Name
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Fees
earned or paid
in
cash ($)
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Change
in pension
value
and non-
qualified
deferred
compensation
earnings
($)
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All
other
compensation
($)(1)
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Total
($)
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Mark
D. Hogan
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$37,250
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—
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—
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$37,250
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Robert
Ballance
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$38,250
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—
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—
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$38,250
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Judith
Q. Bielan
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$30,500
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—
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—
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$30,500
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Joseph
Brogan
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$32,500
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—
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—
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$32,500
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Joseph
Lyga
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$39,000
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—
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—
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$39,000
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Alexander
Pasiechnik
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$38,750
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—
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—
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$38,750
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Dr.
August Pellegrini, Jr.
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$29,250
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—
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—
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$29,250
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Joseph
Tagliareni
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$39,250
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—
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—
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$39,250
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_______________________
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(1)
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For
the year ended December 31, 2007, no director received perquisites or
personal benefits, which exceeded
$10,000.
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During the year ended December 31,
2007, we did not pay board fees but BCB Community Bank’s Board of Directors
received fees totaling $284,750. Directors received fees of between
$29,250 and $39,250 based on their tenure. Directors Collins,
Coughlin and Mindiak, as members of executive management, do not receive
directors’ fees.
Deferred
Compensation Plan for Directors. The Board of Directors of BCB
Community Bank adopted the 2005 Director Deferred Compensation Plan (the “2005
Deferred Plan”), which became effective on October 1, 2005. The 2005
Deferred Plan is designed to comply with the requirements of Internal Revenue
Code Section 409A. Pursuant to the 2005 Deferred Plan, directors of
BCB Community Bank may elect to defer, on a pre-tax basis, receipt of all or any
portion of the fees and retainers received for their service on the Board of
Directors and on committees of the Board of Directors, but only to the extent
such amounts are attributable to services not yet performed. BCB
Community Bank credits the deferred amounts to a bookkeeping account. Interest
is paid on such deferred amounts at a rate equal to the rate payable on BCB
Community Bank’s highest paying time deposit, as determined as of the first day
of each month, or as adjusted from time to time. BCB Community Bank
may establish a rabbi trust to which BCB Community Bank may deposit such
deferrals and interest, but such deposits shall remain subject to the claims of
BCB Community Bank’s creditors.
Directors
may make a deferral election during the first 30 days of becoming eligible for
the 2005 Deferred Plan with respect to amounts earned that year, specifying the
amount deferred and the time and form of payment.
Deferral
amounts continue in effect until the director files a notice of adjustment with
BCB Community Bank. In addition, if the amount of director fees
and/or retainers is increased, the director may increase the amount of his
deferral by filing a notice of adjustment with BCB Community
Bank. Such adjustments take effect as of January 1 following the date
the notice is given to BCB Community Bank. Such deferral election is
irrevocable with respect to the calendar year for which it is filed, provided,
however, that a director may delay distributions or modify a previous deferral
election if: (i) the new deferral election is not effective for 12 months,
(ii) the original distribution date is at least 12 months from the date of
the change in the election, and (iii) the new distribution date must be at least
five years after the original distribution date.
Deferred
fees will be paid out on the date designated by the director in his or her
deferral election form or upon the director’s death, disability or separation
from service as a director of BCB Community Bank, if such date is earlier than
his or her designated distribution date. However, payments upon
termination of employment to directors who are “key employees” under the
Internal Revenue Code will not be made until the first day of the seventh month
following such termination of employment. Distributions may also be
made earlier than the designated distribution date if the distribution is
necessary to satisfy a financial hardship, as defined in Internal Revenue Code
Section 409A. At the election of the director, the distribution may
be paid out in a lump sum or in equal installments over a period not to exceed
ten years.
Related
Party Transactions
BCB Community Bank leases the property
related to its 860 Broadway branch office from a limited liability company owned
by directors Hogan, Ballance, Bielan, Brogan, Collins, Coughlin, Lyga,
Pasiechnik, Pellegrini and Tagliareni. Based upon a market rental
value appraisal obtained prior to entering into the lease agreement, we believe
that the terms and conditions of the lease are comparable to terms that would
have been available from a third party that was unaffiliated with BCB Community
Bank. During 2007, total lease payments of $165,000 were made to the
limited liability company. Payments under the lease currently total
$13,750 per month. Each director’s percentage ownership in the
limited liability corporation is divided equally among 10
individuals.
Other
than as described in the preceding two paragraphs, no directors, executive
officers or immediate family members of such individuals have engaged in
transactions with us involving more than $120,000 (other than through a loan)
during the preceding year. In addition, no directors, executive
officers or immediate family members of such individuals were involved in loans
from us involving more than $120,000 which were not made in the ordinary course
of business and on substantially the same terms and conditions, including
interest rate and collateral, as those of comparable transactions prevailing at
the time with other persons, and do not include more than the normal risk of
collectability or present other unfavorable features.
We
require that any transaction in which a director, officer or a member of their
immediate family has an interest, and in which BCB Community Bank is involved
must be reviewed and approved by the Board of Directors. Any such
transaction must be made on terms no less favorable to us than it would be if we
entered into a similar relationship with an unaffiliated third
party. Any lending relationship between a director, officer or a
member of their immediate family and BCB Community Bank must be reviewed and
approved by the Board of Directors. All such loans are made on
substantially the same terms as loans to third parties, consistent with banking
regulations governing the origination of loans to directors, officers and
employees of BCB Community Bank. The entire board is responsible for
overseeing the application of these polices and procedures, which are part of
our written policies.
Section
402 of the Sarbanes-Oxley Act of 2002 generally prohibits an issuer from: (1)
extending or maintaining credit; (2) arranging for the extension of credit; or
(3) renewing an extension of credit in the form of a personal loan for an
officer or director. There are several exceptions to this general
prohibition, one of which is applicable to us. Sarbanes-Oxley does
not apply to loans made by a depository institution that is insured by the
Federal Deposit Insurance Corporation and is subject to the insider lending
restrictions of the Federal Reserve Act. All loans to our directors
and officers are made in conformity with the Federal Reserve Act
regulations.
MARKET
INFORMATION
On December 14, 2005, our common stock
began trading on the Nasdaq Global Market. Previously, our common stock was
traded on the Over the Counter Electronic Bulletin Board. We
currently have three market makers in accordance with Nasdaq
rules. However, no market maker has an obligation to continue to make
a market for our common stock and could discontinue making a market at any
time. As of March 10, 2008, we had approximately 1,500 shareholders
of record.
PROPOSAL
II - RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT
REGISTERED
PUBLIC
ACCOUNTING FIRM
Our independent registered public
accounting firm for the year ended December 31, 2007 was Beard Miller Company
LLP. The Audit Committee of the Board of Directors has approved the
engagement of Beard Miller to be our independent registered public accounting
firm for the year ending December 31, 2008, subject to the ratification of the
engagement by our shareholders at this annual meeting. The Audit
Committee of the Board of Directors approved Beard Miller as our independent
registered public accounting firm upon completion of the combination described
above. Representatives of Beard Miller are expected to attend the
annual meeting, will have an opportunity to make a statement if they so desire,
and will be available to respond to appropriate questions.
Shareholder ratification of the
selection of the independent registered public accounting firm is not required
by our bylaws or otherwise. However, the Board of Directors is
submitting the selection of the independent registered public accounting firm to
the shareholders for ratification as a matter of good corporate
practice. If the shareholders fail to ratify the independent
registered public accounting firm selected by the Audit Committee, the Audit
Committee will reconsider whether or not to retain that firm. Even if
the selection is ratified, the Audit Committee in its discretion may direct the
appointment of a different independent accounting firm at any time during the
year if it determines that such change is in our best interests and the best
interests of our shareholders.
Fees
Paid to Beard Miller
Set forth below is certain information
concerning aggregate fees billed for professional services rendered by Beard
Miller during 2007 and 2006:
Audit
Fees. The aggregate fees billed to us by Beard Miller for
professional services rendered for the audit of our annual financial statements,
review of the financial statements included in our Quarterly Reports on Form
10-Q and services that are normally provided in connection with statutory and
regulatory filings and engagements was $79,868 and $70,889 during the years
ended December 31, 2007 and 2006, respectively.
Audit Related
Fees. There were no fees billed to us by Beard Miller for
assurance and related services that are reasonably related to the performance of
the audit of and review of the financial statements and that are not already
reported in “—Audit Fees,” above for the years ended December 31, 2007 and
December 31, 2006.
Tax
Fees. The aggregate fees billed to us by Beard Miller for
professional services rendered for tax compliance, tax advice and tax planning
was $8,000 and $7,000 during the years ended December 31, 2007 and 2006,
respectively. These services include the calculation of and
preparation of all pertinent federal and state tax forms relative to us and our
subsidiaries, and the maintenance of all applicable schedules and work papers
relative to the same.
All Other
Fees. There were no fees billed to us by Beard Miller that are
not described above during the years ended December 31, 2007 and 2006,
respectively.
The Audit
Committee has considered whether the provision of non-audit services, which
relate primarily to costs incurred with the management consulting services
rendered, is compatible with maintaining Beard Miller’s
independence. The
Audit Committee concluded that performing such services does not affect Beard
Miller’s independence in performing its function as auditor for us.
Policy
on Audit Committee Pre-Approval of Audit and Non-Audit Services of the
Independent Registered Public Accounting Firm
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. Pre-approval
is generally provided for up to one year and any pre-approval is detailed as to
particular service or category of services and is generally subject to a
specific budget. The Audit Committee has delegated pre-approval
authority to its Chairman when expedition of services is
necessary. The independent 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 fees paid in the
audit-related, tax and all other categories were approved per the pre-approval
policies.
Required
Vote and Recommendation of the Board of Directors
In order
to ratify the selection of Beard Miller as independent registered public
accounting firm for the 2008 year, the proposal must receive the affirmative
vote of at least a majority of the votes cast at the annual meeting, either in
person or by proxy.
THE
BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF BEARD MILLER
COMPANY LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
SHAREHOLDER
PROPOSALS
In order to be eligible for inclusion
in our proxy materials for next year’s Annual Meeting of Shareholders, any
shareholder proposal to take action at such meeting must be received at our
executive office, 104-110 Avenue C, Bayonne, New Jersey 07002, no later than
November 16, 2008. Any such proposals shall be subject to the
requirements of the proxy rules adopted under the Exchange Act.
OTHER
MATTERS
Our 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 other matter should
properly come before the annual meeting, the Proxy Committee of the Board of
Directors will have authority to vote its proxies in its discretion with respect
to any matter as to which the Board of Directors is not notified at least five
business days before the date of the Proxy Statement.
MISCELLANEOUS/FINANCIAL
STATEMENTS
We will bear the cost of solicitation
of proxies. We will reimburse brokerage firms and other custodians,
nominees and fiduciaries for reasonable expenses incurred by them in sending
proxy materials to the beneficial owners of our common stock. Our
directors, officers and regular employees may solicit proxies personally or by
telegraph or telephone without additional compensation.
A FORM 10-K CONTAINING FINANCIAL
STATEMENTS AT AND FOR THE YEAR ENDED DECEMBER 31, 2007 IS BEING FURNISHED TO
SHAREHOLDERS. THIS DOCUMENT CONSTITUTES OUR ANNUAL DISCLOSURE
STATEMENT. COPIES OF ALL OF BCB BANCORP, INC.’S FILINGS WITH THE
SECURITIES AND EXCHANGE COMMISSION ARE AVAILABLE AT THE COMMISSION’S WEB SITE
(www.sec.gov),
AND ARE AVAILABLE WITHOUT CHARGE BY WRITING TO BCB BANCORP, INC. AT 104-110
AVENUE C, BAYONNE, NEW JERSEY 07002, ATTENTION: CORPORATE
SECRETARY.
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BY
ORDER OF THE BOARD OF DIRECTORS
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/s/
Mark D. Hogan
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Mark
D. Hogan
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Chairman
of the Board
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Bayonne,
New Jersey
March 17,
2008
PROXY
CARD
REVOCABLE
PROXY
BCB
BANCORP, INC.
ANNUAL
MEETING OF SHAREHOLDERS
April
24, 2008
The undersigned hereby appoints the
Board of Directors with full powers of substitution to act as attorneys and
proxies for the undersigned to vote all shares of common stock of BCB Bancorp,
Inc. (the “Company”) which the undersigned is entitled to vote at the Annual
Meeting of Shareholders to be held at The Chandelier Restaurant, 1081 Broadway,
New Jersey 07002 on April 24, 2008, at 10:00 a.m. Eastern time. The
Board of Directors are authorized to cast all votes to which the undersigned is
entitled as follows:
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1.
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The
election as directors of all nominees listed below (except as marked to
the contrary below).
Robert
Ballance
Joseph
Brogan
Donald
Mindiak
August
Pellegrini, Jr.
INSTRUCTION: To
withhold your vote for one or more nominees, write the name of the
nominee(s) on the lines below.
______________________________________
______________________________________
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FOR
o
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VOTE
WITHHELD
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2.
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The
ratification of the appointment of Beard Miller Company LLP as independent
registered public accounting firm for the Company for the year ending
December 31, 2008.
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FOR
o
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AGAINST
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ABSTAIN
o
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The
Board of Directors recommends a vote “FOR” the listed proposals.
THIS
PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY WILL BE VOTED FOR THE PROPOSALS STATED ON THIS PROXY. IF ANY
OTHER BUSINESS IS PRESENTED AT SUCH ANNUAL MEETING, A MAJORITY OF THE BOARD OF
DIRECTORS WILL HAVE THE AUTHORITY TO VOTE IN THEIR DISCRETION WITH RESPECT TO
ANY MATTER AS TO WHICH THE BOARD OF DIRECTORS IS NOT NOTIFIED AT LEAST FIVE
BUSINESS DAYS BEFORE THE DATE OF THIS PROXY STATEMENT.
The annual meeting may be postponed or
adjourned for the purpose of soliciting additional proxies.
THIS
PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should
the undersigned be present and elect to vote at the annual meeting or at any
adjournment thereof and after notification to our Corporate Secretary at the
annual meeting of the shareholder’s decision to terminate this proxy, then the
power of said attorneys and proxies shall be deemed terminated and of no further
force and effect. This proxy may also be revoked by sending written
notice to our Corporate Secretary at the address set forth on the Notice of
Annual Meeting of Shareholders, or by the filing of a later proxy prior to a
vote being taken on a particular proposal at the annual meeting.
The
undersigned acknowledges receipt from the Company prior to the execution of this
proxy of a notice of the annual meeting and a Proxy Statement dated March 17,
2008 and the Annual Report on Form 10-K with audited financial
statements.
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Check
Box if You Plan
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Dated:
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to
Attend annual meeting
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PRINT
NAME OF SHAREHOLDER
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PRINT
NAME OF SHAREHOLDER
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SIGNATURE
OF SHAREHOLDER
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SIGNATURE
OF SHAREHOLDER
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Please
sign exactly as your name appears on this proxy card. When signing as
attorney, executor, administrator, trustee or guardian, please give your full
title.
Please
complete and date this proxy card and return it promptly
in
the enclosed postage-prepaid envelope.