By Order of the Board of Directors, Cecelia James Corporate Secretary. Maywood, New Jersey March 28, 2014

Transcription

1 Community Bank of Bergen County, N.J. 125 West Pleasant Avenue Maywood, New Jersey NOTICE OF 2014 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON TUESDAY, APRIL 29, 2014 Notice is hereby given that the 2014 Annual Meeting of Stockholders (the Annual Meeting ) of Community Bank of Bergen County, N.J., a New Jersey state-chartered commercial bank (the Bank ), will be held at the Maywood Inn, Maywood, New Jersey at 11:00 a.m., on Tuesday, April 29, 2014, for the following purposes: (1) To elect two (2) Class II directors of the Bank to serve until the Annual Meeting of Stockholders to be held in 2017 and until their respective successors are duly elected and shall qualify; (2) To vote on a proposal to amend the certificate of incorporation of the Bank to increase the number of authorized shares of common stock, $5.00 par value per share, from 1,800,000 to 5,000,000; (3) To vote on a proposal to amend the certificate of incorporation of the Bank to authorize 1,000,000 shares of preferred stock, which may be issued in one or more classes or series, each having such preferences, qualifications, privileges, options, and other special or relative rights and limitations as shall be determined by the Bank s board of directors; (4) To vote on a proposal to approve the Community Bank of Bergen County, N.J Equity Incentive Plan; (5) To ratify the appointment of BDO USA, LLP as the Bank s independent public accounting firm to audit the Bank s books and financial records for the fiscal year ending on December 31, 2014; and (6) To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. The Proxy Statement accompanying this Notice provides detailed information concerning matters to be considered and acted upon at the Annual Meeting. Please read it carefully. The Board of Directors fixed the close of business on March 3, 2014, as the record date for determining those stockholders who are entitled to notice of and to vote at the Annual Meeting. Whether or not you plan to attend the annual meeting, please complete, date and sign the enclosed proxy card and return it promptly in the postage paid envelope provided, or vote by Internet or telephone by following the instructions on the proxy card. The polls for voting close at 11:30 a.m. on the date of the meeting. Maywood, New Jersey March 28, 2014 By Order of the Board of Directors, Cecelia James Corporate Secretary

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3 COMMUNITY BANK OF BERGEN COUNTY, N.J. 125 West Pleasant Avenue, Maywood, New Jersey PROXY STATEMENT ANNUAL MEETING OF SHAREHOLDERS April 29, 2014 SOLICITATION OF PROXIES The proxy accompanying this statement is solicited by the Board of Directors of Community Bank of Bergen County, NJ (the Bank ), for use at the Annual Meeting of Shareholders (the Annual Meeting ) to be held on April 29, VOTING AND REVOCATION OF PROXIES You may vote by proxy or in person at the Annual Meeting. To vote by proxy, you may use one of the following methods if you are a registered holder (that is, you hold your stock in your own name): Telephone voting, by dialing and following the instructions. On-line voting, by accessing the Internet at is and following the instructions. Mail, by completing and returning the enclosed proxy card. Your signing and returning the enclosed proxy card or completing a proxy on-line or by telephone will not affect your right to attend the Annual Meeting and vote in person. Each share of common stock outstanding on March 3, 2014, the record date for the Annual Meeting, will be entitled to one vote on each matter submitted to a vote at the meeting. As of March 3, 2014, the number of shares of Common Stock outstanding and entitled to vote at the Annual Meeting was 1,743,618. Only those shareholders of record at the close of business on March 3, 2014 will be entitled to vote. Shares of Common Stock of the Bank represented by proxies appropriately marked, signed and returned, as well as those proxies completed via the telephone or Internet, in a timely manner will be voted at the Annual Meeting in accordance with the stockholders instructions contained in the proxies. In the absence of contrary instructions, shares represented by such proxies will be voted by the persons designated therein (i) FOR the election, as directors, of the Board of Directors nominees, (ii) FOR the two proposals to amend the Bank s certificate of incorporation, (iii) FOR the proposal to approve the 2014 Equity Incentive Plan, (iv) FOR the ratification of the appointment of BDO USA, LLP as the independent auditors of the Bank for the fiscal year ending December 31, 2014, and (v) in connection with the transaction of such other business as may properly be brought before the Annual Meeting, in accordance with the judgment of the person or persons voting the proxy. Any proxy may be revoked at any time prior to its exercise by giving written notice of such revocation to the Cashier of the Bank, by voting again by telephone or the Internet, or by the execution of a proxy bearing a later date. Your presence at the Annual Meeting will not result in the revocation of your proxy unless you file a written notice of revocation with the Cashier of the Bank prior to the voting of the proxy, or you vote the shares subject to the proxy by written ballot.

4 QUORUM In order to have a valid shareholder vote, a quorum must exist at the Annual Meeting. A quorum will exist when shareholders holding a majority of the issued and outstanding shares of the Bank s Common Stock are present at the meeting, either in person or by proxy. Proxies received but marked as abstentions will be counted as present for the purpose of determining whether a quorum exists. VOTES REQUIRED Matter (1): The Class II directors of the Bank will be elected at the Annual Meeting by a plurality of the votes cast. This means that the two persons receiving the greatest number of votes at the Annual Meeting, assuming they have been properly nominated, will be the Class II directors of the Bank until their respective successors are duly elected and qualified. Votes against or votes withheld from a nominee have no legal effect. There is no provision for cumulative voting under the Bank s Certificate of Incorporation or Bylaws. Matter (2): The affirmative vote of at least two-thirds of the shares of Common Stock entitled to vote is required to approve the proposed amendment to the Bank s Certificate of Incorporation to increase the number of authorized shares of common stock, $5.00 par value per share, from 1,800,000 to 5,000,000. Matter (3): The affirmative vote of at least two-thirds of the shares of Common Stock entitled to vote is required to approve the proposed amendment to the Bank s Certificate of Incorporation to authorize 1,000,000 shares of preferred stock. Matter (4): The affirmative vote of at least two-thirds of the shares of Common Stock entitled to vote is required to approve the Community Bank of Bergen County, N.J Equity Incentive Plan. Matter (5): The affirmative vote of a majority of the votes represented at the Annual Meeting is required to ratify the appointment of BDO USA, LLP to serve as the Bank s independent public accounting firm for the fiscal year ending December 31,

5 MATTER NO. 1 ELECTION OF DIRECTORS Our certificate of incorporation provide that the Board of Directors of the Bank may from time to time fix the total number of directors on the Board of Directors at not less than five nor more than 15. Presently, the Board of Directors consists of seven members. The terms of two of the current directors expire at the annual meeting. Our bylaws permit nominations for election to the Board of Directors to be made by the Board of Directors or by any shareholder entitled to vote for the election of directors. Nominations for director made by shareholders (other than the members of the Board of Directors) must be made in writing and delivered to us not less than 90 days prior to the date of the annual meeting. Each notice of nomination made by a shareholder must set forth (i) the name, age, business address and, if known, residence address of each nominee proposed in the notice, (ii) the principal occupation or employment of each nominee, and (iii) the number of shares of capital stock of the Bank that are beneficially owned by each nominee. We are not required to include nominations made by our shareholders in this proxy statement. However, if any such nomination is properly made, ballots bearing the name of such nominee or nominees will be provided for use by shareholders at the meeting. Any nominations that are not made timely or any votes cast at the meeting for any candidate not duly nominated will be disregarded by the chairman of the meeting. No notice of nomination of any person for election as a director has been received from any shareholder as of the date of this proxy statement. The Board of Directors has nominated Jean D. Michelotti and Walter E. Loeffler as candidates for election as a Class II director. Each of these individuals is currently a director of the Bank. In the event either of the nominees become unable to serve as a director prior to the Annual Meeting, the persons named in the proxy will vote for such substitute nominee, if any, as may be recommended by the Board of Directors. However, we have no reason to believe that either of these nominees will be unable to serve as a director, if elected. Qualifications for the Bank s director nominees are determined in light of the current needs of the Board of Directors related to knowledge, experience, education, applicable legal or regulatory requirements, or other relevant factors. Information Concerning Nominees and Continuing Directors The table set forth below contains information concerning the nominees for election as directors at the annual meeting, and the continuing members of the Board of Directors, including their principal occupations or employment during at least the past five years, and the year in which they began serving as a director of the Bank. While the Board of Directors does not have a policy regarding the separation of the roles of chief executive officer and Chairman of the Board, the Board has determined that having an independent director serve as Chairman is in the best interest of the Bank at this time. None of the nominees or continuing directors is a director of any other publicly traded company. 3

6 NOMINEES FOR CLASS II DIRECTORS TO SERVE UNTIL 2017: DIRECTOR SINCE JEAN D. MICHELOTTI Retired elementary school teacher Currently manages a small family real estate holding company Graduate of Fairleigh Dickenson University Masters of Science Degree from Seton Hall University WALTER E. LOEFFLER Served on the Bank s Audit Committee for the past 10 years President of Business Valuation Associates, Inc. and BVA Consulting Certified Public Accountant; Accredited business valuation specialist; Certified financial forensic accountant with more than 20 years of experience Member of the NJ Society of Certified Public Accountants (NJSCPA) and is active on its Valuation and Litigation Support Resource Group, its Valuation Services Group and its Insolvency and Reorganization Committee Member of the American Institute of Certified Public Accountants (AICPA), the National Association of Certified Valuation Analysts, and the International Academy of Collaborative Professionals Associate member of the Association of Certified Fraud Examiners Graduated from Montclair State University with a B.A. in accounting education. Holds a New Jersey teaching certificate and has lectured on numerous occasions and served as an adjunct professor at Edward Williams College; also holds a MBA from Fairleigh Dickinson University where he graduated magna cum laude CONTINUING CLASS III DIRECTORS SERVING UNTIL 2015: DIRECTOR SINCE PETER A. MICHELOTTI, CFP Current President, Chief Executive Officer and Trust Officer of Community Bank of Bergen County 26 years of banking experience Director of Atlantic Central Bankers Bank, Trustee of Fair Lawn River Road Improvement Corp, Director of Fair Lawn Chamber of Commerce, Past President and current member of the Fair Lawn Sunrise Rotary Graduate (BSBA) of Widener University, Chester, Pennsylvania; BAI Graduate School of Bank Financial Management Past President Northern NJ Community Bankers DOMINICK J. D AGOSTA years in the banking industry beginning in 1959 with First Jersey National Bank Held senior management positions with various financial institutions (many of which have merged or consolidated), including National Westminster Corporation, Summit Bank Corporation, Fleet Bank Boston, Bank of America and Capital One. Chairman of Youth Consultation Services (YCS) in Hackensack, New Jersey; Past Chairman and now serves on the executive committee of both the Hudson County and Meadowlands Chambers of Commerce; Board member and past chair for the Hudson/Bergen County Workforce Investment Board Held previous chair positions with the New Jersey City University Foundation and the Bon Secours Health Systems New Jersey. 4

7 Graduated from Rutgers with a B.A. and an MBA in economics MBA in finance from Fairleigh Dickinson University. CONTINUING CLASS I DIRECTORS SERVING UNTIL 2016: DIRECTOR SINCE MARIANNE BYRNE Chairman of the Board Retired President with 51 years of banking experience at Community Bank of Bergen County Former Maywood Rotarian and former member of the Rochelle Park Chamber of Commerce Studied at the American Institute of Banking DOMINICK LANGIERI Retired 48 years of banking experience Served 16 years at Community Bank of Bergen County prior to his retirement from the position of Senior Vice President in 2000 CARLTON E. MEIER Vice Chairman of the Board Retired First Vice President and Controller, Citizens First National Bank of New Jersey. Part time Chief Financial Officer West Bergen Mental Healthcare, Inc. BSBA, Babson College; MBA, University of Arizona; Diploma, the School for Bank Administration at the University of Wisconsin Recommendation THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH NOMINEE FOR CLASS II DIRECTOR. Committees of the Board of Directors The Board of Directors has established various committees to which certain responsibilities have been delegated including an Audit and Examination Committee. The Audit and Examination Committee of the Bank for the year 2014 will consist of directors Dominick Langieri, Carlton E. Meier and Walter Loeffler, CPA. The Audit and Examination Committee meets with the Bank s independent auditors and communicates its findings to the Board of Directors, establishes policies to assure full disclosure of financial results and condition, reviews audit procedures and works to improve internal auditing functions and internal controls. The Audit and Examination Committee is scheduled to meet four times during the calendar year. 5

8 MATTER NO. 2 TO AMEND THE BANK S CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK OF THE BANK FROM 1,800,000 TO 5,000,000 The Board of Directors has approved and is hereby soliciting stockholder approval of an amendment to the Bank s existing Certificate of Incorporation to increase the number of authorized shares of common stock of the Bank from 1,800,000 to 5,000,000. The full text of the proposed amendment is set forth on Exhibit A to this Proxy Statement, and the descriptions of the amendment included in this proxy statement are qualified by reference to the text of the amendment. Our Certificate of Incorporation currently authorizes the issuance of 1,800,000 shares of common stock with a par value of $5.00 per share. The Board of Directors believes it is in the best interests of the Bank to amend our Certificate of Incorporation to increase the number of authorized shares of common stock to 5,000,000. The additional 3,200,000 shares of common stock would become a part of the existing class of common stock and, if and when issued, would have the same rights, privileges and preferences as the shares of common stock currently issued and outstanding. On March 3, 2014, the record date for the Annual Meeting, 1,743,618 shares of common stock were outstanding and held of record by 227 registered stockholders, and there were 56,382 shares reserved for issuance upon the exercise of our outstanding stock options. Reasons for the Proposed Amendment Matter No. 2 is being proposed because the Board of Directors believes that it is advisable to have a greater number of authorized but unissued shares of common stock available for general corporate purposes. The Bank may from time to time consider public or private financings to provide the Bank with capital that may involve the issuance of additional shares of common stock or securities convertible into common stock, acquisitions, stock dividends or stock splits. The Bank would also like the ability from time to time to declare and distribute stock dividends or splits, but presently lacks sufficient shares to do so in any meaningful way. The Board of Directors believes that having authority to issue additional shares of common stock will avoid the possible delay and significant expense of calling and holding a special meeting of stockholders to increase our authorized shares of common stock. At the present time, the Bank has no present agreement or arrangement involving the issuance of common stock. Purposes and Effects of the Proposed Amendment If this proposed amendment to the Bank s Certificate of Incorporation is approved by our stockholders, our total authorized capital stock would increase to $25,000,000, consisting of the newly authorized 5,000,000 shares of common stock, $5.00 par value per share. The Board of Directors may issue authorized but unissued shares of common stock at such time or times, and for such corporate purpose or purposes, as it deems advisable, without any further action by the Bank s stockholders, except as may be required by applicable law. Nevertheless, the Bank has no present agreement or arrangement to issue any of the additional shares of common stock proposed to be authorized. The Board of Directors does not intend to issue any shares of common stock except on the terms that it deems to be in the best interest of the Bank. The proposed increase in the authorized shares of common stock will not, in itself, affect any of the rights, preferences, or privileges of any of the Bank s stockholders. Nevertheless, the issuance of any of the additional authorized shares of common stock would dilute the existing stockholders proportionate ownership and voting rights in the Bank. In addition, the possible dilution caused by future issuances of 6

9 shares of common stock could reduce the Bank s net income per share in future periods and could reduce per share dividends, when and if declared by the Board of Directors out of funds legally available for that purpose. The proposed increase in the authorized shares of common stock is not intended as an antitakeover device, or to otherwise inhibit or affect any possible change in control of the Bank. However, the availability for issuance of additional shares of common stock in a public or private sale, merger, or similar transaction would increase the number of outstanding shares, thereby possibly diluting the interest or increasing the cost to any person or persons attempting to obtain control of the Bank. Vote Required The affirmative vote of at least two-thirds of the shares of common stock entitled to vote is required to approve this proposed amendment to the Certificate of Incorporation. A failure to vote your shares of the Bank s common stock or an abstention will have the same effect as a vote against the approval of this proposed amendment. Regulatory Approval This proposed amendment to our Certificate of Incorporation is subject to approval by the Commissioner of the New Jersey Department of Banking and Insurance. Therefore, if the stockholders approve this proposal, the proposed amendment will be submitted to the Commissioner for approval. Although the Bank anticipates filing the certificate of amendment promptly after the Annual Meeting, the Board of Directors will have the discretion to make the filing at any time after the Annual Meeting. We have no reason to believe that the Commissioner will not approve the proposed amendment. Board Recommendation The Board of Directors unanimously recommends a vote FOR the approval of the proposed amendment to increase the number of shares of authorized common stock from 1,800,000 to 5,000,000. 7

10 MATTER NO. 3 PROPOSAL TO AMEND THE BANK S CERTIFICATE OF INCORPORATION IN ORDER TO AUTHORIZE 1,000,000 SHARES OF PREFERRED STOCK, WHICH MAY BE ISSUED IN ONE OR MORE CLASSES OR SERIES, EACH HAVING SUCH PREFERENCES, QUALIFICATIONS, PRIVILEGES, OPTIONS, AND OTHER SPECIAL OR RELATIVE RIGHTS AND LIMITATIONS AS SHALL BE DETERMINED BY THE BANK S BOARD OF DIRECTORS The Board of Directors has approved and is hereby soliciting stockholder approval of an amendment to the Bank s existing Certificate of Incorporation to authorize 1,000,000 shares of a class of preferred stock, which may be issued in one or more classes or series, each having such preferences, qualifications, privileges, options, and other special or relative rights and limitations as shall be determined from time to time by our Board of Directors. Because the terms of any class or series of authorized preferred stock would be determined by our Board of Directors in the future, without further action by our stockholders, this type of preferred stock is sometimes referred to as blank check preferred stock. The full text of the proposed amendment is set forth on Exhibit A to this Proxy Statement, and the descriptions of the amendment included in this proxy statement are qualified by reference to the text of the amendment. As previously stated, our Certificate of Incorporation currently authorizes the issuance of 1,800,000 shares of common stock with a par value of $5.00 per share. Currently, we do not have any preferred stock authorized. Reasons for the Amendment Our board of directors believes that the proposed amendment and authorization of blank check preferred stock will allow us more flexibility to utilize our authorized and unissued capital stock for any proper purposes that the board of directors may determine, including raising additional capital through one or more public offerings, private placements, participations in governmental programs or otherwise, and acquiring other businesses. Our board may issue authorized and unissued preferred stock for such consideration as it may determine, subject to applicable requirements of the New Jersey Banking Act, which provide generally that except in certain mergers, reorganizations, or other specified instances, such consideration must be in the form of money. The authorization of the blank check preferred stock should improve our ability to attract investment capital in the future, as various classes or series of the preferred stock may be customized to meet the needs of any particular investor, transaction or market conditions. It would also permit our board to offer and issue preferred stock if and when it determines that it would be in the Bank s best interests, without the delay and expense ordinarily attendant on obtaining further stockholder approval. It should be noted, however, that the board has no current plans, understandings or agreements with respect to, and is not engaged in any negotiations that will involve, the designation, offer or issuance of any class or series of preferred stock. Purposes and Effects of the Proposed Amendment If the amendment to the Bank s Certificate of Incorporation proposed in Matter No. 2 above to increase the number of authorized shares of common stock of the Bank from 1,800,000 to 5,000,000 is approved by our stockholders, the amendment proposed on this Matter No. 3 would increase our total authorized capital stock to the newly authorized 5,000,000 shares of common stock, $5.00 par value per share, and the newly authorized 1,000,000 shares of preferred stock, $5.00 par value per share. If the 8

11 amendment to the Bank s Certificate of Incorporation proposed in Matter No. 2 above is not approved by our stockholders, the amendment proposed in this Matter No. 3 would increase our total authorized capital stock to the existing 1,800,000 authorized shares of common stock, $5.00 par value per share, and the newly authorized 1,000,000 shares of preferred stock, $5.00 par value per share. In addition to authorizing the preferred stock, the proposed amendment would empower our board of directors to issue the authorized preferred stock from time to time in one or more classes or series, and to designate the number of shares in, and the rights, preferences, qualifications, privileges, options and other relative or special rights and limitations of each class or series. Any class or series of preferred stock designated by our board would be reflected in a future amendment to the certificate of incorporation, without the requirement of further action by our stockholders. Under this proposed amendment, our board of directors will have the power to issue the authorized preferred stock in one or more classes or series with such preferences and voting rights as the board of directors may designate. The issuance of preferred stock could affect the relative rights of the holders of our common stock. Depending upon the exact terms of any class or series of preferred stock, the holders of preferred stock may be entitled to a higher dividend rate than that paid on the common stock (if any), a prior claim on funds available for the payment of dividends (if any), a fixed preferential payment in the event of the liquidation and dissolution of the Bank, redemption rights, rights to convert their preferred stock into common stock, and voting rights which would tend to dilute the voting control of the Bank held by the holders of our common stock. Depending on the particular terms of any class or series of preferred stock, holders of preferred stock may have significant voting rights and the right to representation on the Bank s board of directors. In addition, the approval of the holders of preferred stock, voting as a class or as a series, may be required for the taking of certain corporate actions, such as mergers. Our board of directors has no current plans to designate, offer or issue any shares of preferred stock. Accordingly, the terms of any class or series designated from the proposed preferred stock, including dividend rates, conversion prices, voting rights, redemption prices, liquidation rights and similar matters, will be determined in the future by our board of directors, subject to the limitations and requirements of the New Jersey Banking Act. Possible Anti-Takeover Effects of Proposed Amendments The issuance, or even the availability, of authorized preferred stock may have the effect of discouraging or thwarting persons seeking to take control of the Bank through a tender offer or proxy fight, or otherwise seeking to bring about removal of incumbent management or seeking a corporate transaction, such as a merger. Given the inherent flexibility in blank check preferred stock, our board of directors could designate and issue a class or series of preferred stock that, based on its terms, may make more difficult or discourage an attempt to obtain control of the Bank by means of a merger, tender offer, proxy contest or other action. If, in the judgment of our board, this action would be in the best interests of the Bank, such shares could be used to create voting or other impediments or to discourage persons seeking to gain control of the Bank. Such shares also could be privately placed with purchasers who might align themselves with the board in opposing such action. In addition, the board could authorize holders of a series of preferred stock to vote either separately as a class, or with the holders of our common stock, on any merger, sale or exchange of assets by the Bank or any other extraordinary corporate transaction. The existence of the additional authorized shares could have the effect of discouraging unsolicited takeover attempts. The issuance of new shares also could be used to dilute the stock ownership of a person or entity seeking to obtain control of the Bank, should the board consider the actions of such entity or person not to be in the best interests of the Bank. 9

12 While it may be deemed to have potential anti-takeover effects, the proposed amendment has not been made in response to and is not being submitted to deter any effort to obtain control of the Bank, and is not being proposed as an anti-takeover measure. Vote Required The affirmative vote of at least two-thirds of the shares of common stock entitled to vote is required to approve this proposed amendment to the Certificate of Incorporation. A failure to vote your shares of the Bank s common stock or an abstention will have the same effect as a vote against the approval of this proposed amendment. Regulatory Approval The proposed amendment to our certificate of incorporation is subject to approval by the Commissioner of the New Jersey Department of Banking and Insurance. Therefore, if the stockholders approve this proposal, the proposed amendment will be submitted to the Commissioner for approval. Although the Bank anticipates filing the certificate of amendment promptly after the Annual Meeting, the Board of Directors will have the discretion to make the filing at any time after the Annual Meeting. We have no reason to believe that the Commissioner will not approve the proposed amendment. Recommendation Our Board of Directors unanimously recommends a vote for approval of the proposal to amend the Bank s Certificate of Incorporation in order to authorize 1,000,000 shares of preferred stock, which may be issued in one or more classes or series, each having such preferences, qualifications, privileges, options, and other special or relative rights and limitations as shall be determined by the Bank s board of directors. Introduction MATTER NO. 4 APPROVAL OF THE 2014 EQUITY INCENTIVE PLAN On February 19, 2014, the Board of Directors adopted, subject to stockholder approval, the Community Bank of Bergen County, N.J Equity Incentive Plan (the Plan ). Up to 87,180 shares (5% of our outstanding shares) of common stock (subject to adjustment in the event of stock splits and other similar events) may be issued pursuant to awards granted under the Plan. Description of the Plan The following summary is qualified in its entirety by reference to the Plan, a copy of which is attached as Exhibit B to this Proxy Statement. Types of Awards The Plan provides for the grant of incentive stock options intended to qualify under Section 422 of the Internal Revenue Code and Nonqualified stock options. 10

13 Incentive Stock Options and Nonqualified Stock Options Eligible participants chosen to receive stock options receive the right to purchase a specified number of shares of common stock at a specified option price and subject to such other terms and conditions as are specified in connection with the option grant. Options must have an exercise price equal to or greater than the fair market value of the common stock on the date of grant. Under present law, however, incentive stock options may not be granted at an exercise price less than 110% of the fair market value in the case of incentive stock options granted to optionees holding more than 10% of the voting power of the Bank. Options may not be granted for a term in excess of ten years (or five years in the case of incentive stock options granted to optionees holding more than 10% of the voting power of the Bank). The Plan permits the following forms of payment of the exercise price of options with the approval of the Compensation Committee of the Board (the Committee ): payment by cash, check or in connection with a cashless exercise through a broker or surrender to the Bank of shares of common stock Eligibility to Receive Awards Employees and non-employee directors are eligible to be granted awards under the Plan. Under present law, however, incentive stock options may only be granted to employees of the Bank and its subsidiaries. Administration The Plan is administered by the Committee. The Committee has the authority to adopt, amend and repeal the administrative rules, guidelines and practices relating to the Plan and to interpret the provisions of the Plan. Subject to any applicable limitations contained in the Plan, the Committee selects the recipients of awards and determines (i) the number of shares of common stock covered by options and the dates upon which such options become exercisable, (ii) the exercise price of options, (iii) the duration of options (which may not exceed ten years) and (iv) the vesting requirements and performance criteria (if any). The Committee is required to make appropriate adjustments in connection with the Plan and any outstanding awards to reflect stock splits, stock dividends, recapitalizations, spin-offs and other similar changes in capitalization. The Plan also contains provisions addressing the consequences of any corporate change event, which is defined to have taken place in the event of a liquidation or dissolution of the Bank, a merger or consolidation in which the Bank is not the surviving Bank or a sale of all or substantially all of the Bank s assets. Upon such an event, each outstanding award shall terminate and each participant shall receive a lump sum cash payment with respect to each share of common stock subject to the award equal to the then current fair market value minus the exercise price, except to the extent that another entity may and does, in the transaction, assume and continue the award or substitute its own awards. If any award expires or is terminated, surrendered, canceled or forfeited, the unused shares of common stock covered by such award will again be available for grant under the Plan, subject, however, in the case of incentive stock options, to any limitations under the Internal Revenue Code. 11

14 Amendment or Termination No award may be made under the Plan more than ten (10) years after its effective date, but awards previously granted may extend beyond that date. The Board of Directors may at any time amend, suspend or terminate the Plan. If stockholders do not approve the adoption of the Plan, the Plan will not go into effect, and the Bank will not grant any awards under the Plan. In such event, the Board of Directors will consider whether to adopt alternative arrangements based on its assessment of the needs of the Bank. Federal Income Tax Consequences The following is a summary of the United States federal income tax consequences that generally will arise with respect to awards granted under the Plan and with respect to the sale of common stock acquired under the Plan. This summary is based on the federal tax laws in effect as of the date of this proxy statement. Changes to these laws could alter the tax consequences described below. Incentive Stock Options In general, a participant will not recognize taxable income upon the grant or exercise of an incentive stock option. Instead, a participant will recognize taxable income with respect to an incentive stock option only upon the sale of common stock acquired through the exercise of the option ( ISO Stock ). The exercise of an incentive stock option, however, may subject the participant to the alternative minimum tax. Generally, the tax consequences of selling ISO Stock will vary depending on the date on which it is sold. If the participant sells ISO Stock more than two years from the date the option was granted and more than one year from the date the option was exercised, then the participant will recognize a long-term capital gain in an amount equal to the excess of the sale price of the ISO Stock over the exercise price. If the participant sells ISO Stock prior to satisfying the above waiting periods, then all or a portion of the gain recognized by the participant will be ordinary compensation income and the remaining gain, if any, will be a capital gain. This capital gain will be a long-term capital gain if the participant has held the ISO Stock for more than one year prior to the date of sale. If a participant sells ISO Stock for less than the exercise price, then the participant will recognize capital loss in an amount equal to the excess of the exercise price over the sale price of the ISO Stock. This capital loss will be a long-term capital loss if the participant has held the ISO Stock for more than one year prior to the date of sale. Nonqualified Stock Options As in the case of an incentive stock option, a participant will not recognize taxable income upon the grant of a nonqualified stock option. Unlike the case of an incentive stock option, however, a participant who exercises a nonqualified stock option generally will recognize ordinary compensation income in an amount equal to the excess of the fair market value of the Common Stock acquired through the exercise of the option ( NQO Stock ) on the exercise date over the exercise price. With respect to any NQO Stock, a participant will have a tax basis equal to the exercise price plus any income recognized upon the exercise of the option. Upon selling NQO Stock, a participant generally will recognize capital gain or loss in an amount equal to the difference between the sale price of the NQO 12

15 Stock and the participant's tax basis in the NQO Stock. This capital gain or loss will be a long-term gain or loss if the participant has held the NQO Stock for more than one year prior to the date of the sale. Tax Consequences to the Bank The grant of an award under the Plan generally will have no tax consequences to the Bank. Moreover, in general, neither the exercise of an incentive stock option nor the sale of any common stock acquired under the Plan will have any tax consequences to the Bank. The Bank or its subsidiary, as the case may be, generally will be entitled to a business-expense deduction, however, with respect to any ordinary compensation income recognized by a participant under the Plan, including as a result of the exercise of a nonqualified stock option or a sale of ISO stock prior to the required waiting periods described above. Other Equity Compensation Plan Under the Bank s previous stock option plan, which has expired, the Bank currently has options outstanding to purchase 56,382 shares of common stock at a weighted average exercise price per share of $ Vote Required for Approval The Board of Directors has unanimously approved the Plan. The Board believes that the Plan is in the best interests of the shareholders and recommends it for shareholder approval. Adoption of the Plan requires the affirmative vote of two-thirds of the outstanding common stock of the Bank. A failure to vote your shares of the Bank s common stock or an abstention will have the same effect as a vote against the proposal to approve the Plan. Board Recommendation Our Board of Directors unanimously recommends a vote for approval of the proposal to approve the Plan. MATTER NO. 5 RATIFICATION OF THE SELECTION OF THE BANK S INDEPENDENT PUBLIC ACCOUNTING FIRM The Audit and Examination Committee has selected BDO USA, LLP to serve as the independent public accounting firm for the Bank for the fiscal year ending December 31, The Bank is seeking shareholder ratification of the Audit and Examination Committee s selection of BDO USA, LLP as the Bank s independent public accounting firm even though the Bank is not legally required to do so. In the event the selection of BDO USA, LLP is not ratified by the shareholders, the Audit and Examination Committee will consider a change in the independent public accountants for the fiscal year ending December 31, However, after such consideration, the Audit and Examination Committee may decide to continue the appointment of BDO USA, LLP as the Bank s independent public accounting firm. A representative of BDO USA, LLP will attend the Annual Meeting, will be extended an opportunity to make a statement, if he or she so desires, and will be available to respond to appropriate questions. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR MATTER NO. 5 TO RATIFY THE SELECTION OF BDO USA, LLP TO SERVE AS THE BANK S INDEPENDENT PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31,

16 OTHER BUSINESS The Board of Directors has no present intention of submitting any matters to the meeting other than those set forth above. It knows of no matters which will be presented by others. However, with respect to any other business which may come before this meeting, the accompanying proxy will be voted in accordance with the recommendations of the Board of Directors. FOR THE BOARD OF DIRECTORS: Maywood, New Jersey March 28, 2014 Cecelia James Executive Vice President and Cashier 14

17 EXHIBIT A TEXT OF THE PROPOSED AMENDMENTS TO THE CERTIFICATE OF INCORPORATION Both of the proposals to amend the Bank s Certificate of Incorporation set forth in Matter No. 2 and Matter No. 3 in this Proxy Statement would result in an amendment to Article Fourth of the Certificate of Incorporation. Therefore, the text of Articles Fourth as amended will be different depending on whether both proposals are approved by the stockholders, or only one of the two proposals is approved. The three possible versions of Article Fourth are set forth below in the following paragraphs A., B. and C. A. If the proposed amendment to increase the Bank s authorized common stock (Matter No. 2) and the proposed amendment to authorize preferred stock (Matter No. 3) are both approved by the stockholders, Article FOURTH of the certificate of incorporation would be amended to read as follows: FOURTH: The aggregate number of shares of capital stock which the Bank shall have authority to issue is 5,000,000 shares of common stock having a par value of $5.00 per share (the Common Stock ) and 1,000,000 shares of preferred stock having a par value of $5.00 per share (the Preferred Stock ), which may be issued in one or more classes or series. The amount of issued Common Stock as of the date hereof is $8,718,090 divided into 1,743,618 shares. The amount of authorized but unissued shares of Common Stock as of the date hereof is $16,281,910 divided into 3,256,382 shares. There is no issued Preferred Stock as of the date hereof. Authorized but unissued shares of capital stock may be issued by the Bank s board of directors under the provisions of The Banking Act of 1948, as presently enacted and as from time to time amended and supplemented. Preferred Stock. The total authorized Preferred Stock of the Bank shall be 1,000,000 shares which may be issued in one or more classes or series. The shares of Preferred Stock of each class or series shall have a par value of $5.00 each, except that any amendment authorizing the issuance of any class or series of Preferred Stock, adopted by the Board of Directors as provided herein, may provide that shares of any class or series shall have a different specified par value per share, in which event all of the shares of such class or series shall have the par value per share so specified. The Board of Directors of the Bank is expressly authorized from time to time to adopt and to cause to be executed and filed, without further approval of the stockholders, amendments to this Certificate of Incorporation authorizing the issuance of one or more classes or series of Preferred Stock for such consideration as the Board of Directors may fix. In an amendment authorizing the issuance of any class or series of Preferred Stock, the Board of Directors is expressly authorized to determine: 1. The distinctive designation of the class or series and the number of shares which will constitute the class or series, which number may be increased or decreased (but not below the number of shares then outstanding in that class or above the total shares authorized herein) from time to time by action of the Board of Directors; A-1

18 2. The dividend rate of the class or series, whether dividends will be cumulative and, if so, from what date or dates; 3. The price or prices at which, and the terms and conditions on which, the shares of the class or series may be redeemed at the option of the Bank; 4. Whether or not the shares of the class or series will be entitled to the benefit of a retirement or sinking fund to be applied to the purchase or redemption of such shares and, if so entitled, the amount of such fund and the terms and provisions relative to the operation thereof; 5. Whether or not the shares of the class or series will be convertible into, or exchangeable for, any other shares of stock of the Bank or other securities, and if so convertible or exchangeable, the conversion price or prices, or the rates of exchange, and any adjustments thereof, at which such conversion or exchange may be made, and any other terms and conditions of such conversion or exchange; 6. The rights of the shares of the class or series in the event of voluntary or involuntary liquidation, dissolution or winding up of the Bank; 7. Whether or not the shares of the class or series will have priority over, parity with, or be junior to the shares of any other class or series in any respect, whether or not the shares of the class or series will be entitled to the benefit of limitations restricting the issuance of shares of any other class or series having priority over or on parity with the shares of such class or series and whether or not the shares of the class or series are entitled to restrictions on the payment of dividends on, the making of other distributions in respect of, and the purchase or redemption of shares of any other class or series of Preferred Stock and/or common stock ranking junior to the shares of the class or series; 8. Whether the class or series will have voting rights, in addition to any voting rights provided by law, and if so, the terms of such voting rights; and 9. Any other preferences, qualifications, privileges, options and other relative or special rights and limitations of that class or series. B. If the proposed amendment to increase the Bank s authorized common stock (Matter No. 2) is approved by the stockholders but the proposed amendment to authorize preferred stock (Matter No. 3) is not approved by the stockholders, Article FOURTH of the certificate of incorporation would be amended to read as follows: FOURTH: The aggregate number of shares of capital stock which the Bank shall have authority to issue is 5,000,000 shares of common stock having a par value of $5.00 per share (the Common Stock ). The amount of issued Common Stock as of the date hereof is $8,718,090 divided into 1,743,618 shares. The amount of authorized but unissued shares of Common Stock as of the date hereof is $16,281,910 divided into 3,256,382 shares. Authorized but unissued shares of Common Stock may be issued by the Bank s board of directors under the provisions of The Banking Act of 1948, as presently enacted and as from time to time amended and supplemented. A-2

19 C. If, however, the proposed amendment to increase the Bank s authorized common stock (Matter No. 2) is not approved by the stockholders but the proposed amendment to authorize preferred stock (Matter No. 3) is approved by the stockholders, Article FOURTH of the certificate of incorporation would be amended to read as follows: FOURTH: The aggregate number of shares of capital stock which the Bank shall have authority to issue is 1,800,000 shares of common stock having a par value of $5.00 per share (the Common Stock ) and 1,000,000 shares of preferred stock having a par value of $5.00 per share (the Preferred Stock ), which may be issued in one or more classes or series. The amount of issued Common Stock as of the date hereof is $8,718,090 divided into 1,743,618 shares. The amount of authorized but unissued shares of Common Stock as of the date hereof is $281,910 divided into 56,382 shares. There is no issued Preferred Stock as of the date hereof. Authorized but unissued shares of capital stock may be issued by the Bank s board of directors under the provisions of The Banking Act of 1948, as presently enacted and as from time to time amended and supplemented. Preferred Stock. The total authorized Preferred Stock of the Bank shall be 1,000,000 shares which may be issued in one or more classes or series. The shares of Preferred Stock of each class or series shall have a par value of $5.00 each, except that any amendment authorizing the issuance of any class or series of Preferred Stock, adopted by the Board of Directors as provided herein, may provide that shares of any class or series shall have a different specified par value per share, in which event all of the shares of such class or series shall have the par value per share so specified. The Board of Directors of the Bank is expressly authorized from time to time to adopt and to cause to be executed and filed, without further approval of the stockholders, amendments to this Certificate of Incorporation authorizing the issuance of one or more classes or series of Preferred Stock for such consideration as the Board of Directors may fix. In an amendment authorizing the issuance of any class or series of Preferred Stock, the Board of Directors is expressly authorized to determine: 1. The distinctive designation of the class or series and the number of shares which will constitute the class or series, which number may be increased or decreased (but not below the number of shares then outstanding in that class or above the total shares authorized herein) from time to time by action of the Board of Directors; 2. The dividend rate of the class or series, whether dividends will be cumulative and, if so, from what date or dates; 3. The price or prices at which, and the terms and conditions on which, the shares of the class or series may be redeemed at the option of the Bank; 4. Whether or not the shares of the class or series will be entitled to the benefit of a retirement or sinking fund to be applied to the purchase or redemption of such shares and, if so entitled, the amount of such fund and the terms and provisions relative to the operation thereof; A-3