SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
Pulaski Bancorp, Inc.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
N/A
(2) Aggregate number of securities to which transaction applies:
N/A
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
N/A
(4) Proposed maximum aggregate value of transaction:
N/A
(5) Total fee paid:
N/A
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
1) Amount previously paid:
N/A
________________________________________________________________________________
2) Form, schedule or registration statement no.:
N/A
________________________________________________________________________________
3) Filing party:
N/A
________________________________________________________________________________
4) Date filed:
N/A
________________________________________________________________________________
<PAGE>
PULASKI BANCORP, INC.
130 Mountain Avenue
Springfield, New Jersey 07081
(973) 564-9000
March 23, 2000
Fellow Stockholders:
You are cordially invited to attend the first annual meeting of
stockholders of Pulaski Bancorp, Inc. (the "Company"), the holding company for
Pulaski Savings Bank (the "Bank"), Springfield, New Jersey, which will be held
on April 28, 2000 at 10:00 a.m., Eastern Time, at The Winfield Scott, 323 North
Broad Street, Elizabeth, New Jersey.
The attached Notice of the Annual Meeting and the Proxy Statement
describe the business to be transacted at the annual meeting. Directors and
officers of the Company as well as a representative of Radics & Co., LLC, the
Company's independent auditors, will be present at the annual meeting to respond
to any questions that our stockholders may have regarding the business to be
transacted.
The Board of Directors of the Company has determined that matters to be
considered at the annual meeting are in the best interests of the Company and
its stockholders. For the reasons set forth in the Proxy Statement, the Board of
Directors unanimously recommends that you vote "FOR" each of the nominees as
directors specified under Proposal 1, and that you vote "FOR" Proposal 2, the
ratification of independent auditors.
Please sign and return the enclosed proxy card promptly. Your
cooperation is appreciated since a majority of the common stock must be
represented, either in person or by proxy, to constitute a quorum for the
conduct of business at the annual meeting.
On behalf of the Board of Directors and all of the employees of the
Company and the Bank, I thank you for your continued interest and support.
Sincerely yours,
/s/ Thomas Bentkowski
Thomas Bentkowski
President and Chief Executive Officer
<PAGE>
PULASKI BANCORP, INC.
130 Mountain Avenue
Springfield, New Jersey 07081
(973) 564-9000
- --------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on April 28, 2000
- --------------------------------------------------------------------------------
NOTICE IS HEREBY GIVEN that the annual meeting of stockholders of
Pulaski Bancorp, Inc. (the "Company") will be held on April 28, 2000 at 10:00
a.m., Eastern Time, at The Winfield Scott, 323 North Broad Street, Elizabeth,
New Jersey.
The purpose of the annual meeting is to consider and vote upon the
following matters:
1. The election of two directors to a three-year term of office;
2. The ratification of the appointment of Radics & Co., LLC as
independent auditors of the Company for the fiscal year ending
December 31, 2000; and
3. Such other matters as may properly come before the meeting.
Stockholders of record at the close of business on March 13, 2000 are
entitled to receive notice of and to vote at the annual meeting and at any
adjournments thereof. Only record holders of the common stock of the Company as
of the close of business on March 13, 2000 will be entitled to vote at the
annual meeting or any adjournments thereof.
Each stockholder, whether he or she plans to attend the meeting, is
requested to sign, date and return the enclosed proxy card without delay in the
enclosed postage-paid envelope. Any proxy given by the stockholder may be
revoked at any time before it is exercised. A proxy may be revoked by filing
with the secretary of the Company a written revocation or a duly executed proxy
bearing a later date. Any stockholder present at the annual meeting may revoke
his or her proxy and vote personally on each matter brought before the annual
meeting. However, if you are a stockholder whose shares are not registered in
your own name, you will need additional documentation from your record holder in
order to vote personally at the meeting.
By Order of the Board of Directors
/s/ Valerie Kaminski
Valerie Kaminski
Secretary
Springfield, New Jersey
March 23, 2000
IMPORTANT: The prompt return of proxies will save the Company the expense of
further requests for proxies in order to ensure a quorum. A
self-addressed envelope is enclosed for your convenience. No
postage is required if mailed in the United States.
<PAGE>
PROXY STATEMENT
OF
PULASKI BANCORP, INC.
- --------------------------------------------------------------------------------
ANNUAL MEETING OF STOCKHOLDERS
April 28, 2000
- --------------------------------------------------------------------------------
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of Pulaski Bancorp, Inc. (the "Company") to
be used at the 2000 annual meeting of stockholders of the Company. The annual
meeting will be held at The Winfield Scott, 323 North Broad Street, Elizabeth,
New Jersey on Friday, April 28, 2000 at 10:00 a.m., Eastern Time. This proxy
statement and the enclosed proxy card are being first mailed to stockholders on
or about March 23, 2000.
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VOTING AND PROXY PROCEDURE
- --------------------------------------------------------------------------------
Who Can Vote at the Meeting
You are entitled to vote your Company common stock only if the records
of the Company show that you held your shares as of the close of business on
March 13, 2000. If your shares are held "in street name" in a stock brokerage
account or by a bank or other nominee, you are considered the beneficial owner
of those shares and these proxy materials are being forwarded to you by your
broker or nominee. As the beneficial owner, you have the right to direct your
broker or nominee how to vote your shares and are also invited to attend the
meeting. Your broker or nominee has enclosed a voting instruction card for you
to use to direct your broker or nominee how to vote your shares.
As of the close of business on March 13, 2000, a total of 1,980,588
shares of the Company's common stock were outstanding, including 1,117,800
shares of common stock issued to and held by Pulaski Bancorp, M.H.C., the mutual
holding company parent of the Company and the Bank (the "Mutual Holding
Company"). Each share of common stock has one vote. As provided in the Company's
Charter, record holders of the Company's common stock (other than the Mutual
Holding Company) who beneficially own, either directly or indirectly, in excess
of 10% of the Company's outstanding shares are not entitled to any vote in
respect of the shares held in excess of the 10% limit.
Vote Required
The annual meeting will be held if a majority of the outstanding shares
of common stock entitled to vote (after subtracting any shares in excess of the
10% limit) is represented at the meeting. If you return valid proxy instructions
or attend the meeting in person, your shares will be counted for purposes of
determining whether there is a quorum, even if you abstain from voting. Broker
non-votes also will be counted for purposes for determining the existence of a
quorum.
In voting on the election of directors, you may vote in favor of all
nominees, withhold votes as to all nominees, or withhold votes as to specific
nominees. There is no cumulative voting for the election of directors. Directors
must be elected by a plurality of the votes cast at the annual meeting. This
means that the nominees receiving the greatest number of votes will be elected.
Votes that are withheld and broker non- votes will have no effect on the outcome
of the election. In voting on the ratification of the appointment of
<PAGE>
Radics & Co., LLC as independent auditors, you may vote in favor of the
proposal, vote against the proposal or abstain from voting. The ratification of
the appointment of Radics & Co., LLC as independent auditors will be decided by
the affirmative vote of a majority of the shares represented at the meeting and
entitled to vote on the matter. On this matter, abstentions will have the effect
as a vote against the proposal and broker non-votes will have no effect on the
voting.
The Mutual Holding Company owns 56% of the shares of common stock
entitled to vote at the annual meeting. The Mutual Holding Company has indicated
to the Company that it intends to vote such shares of common stock FOR both
proposals thereby ensuring a quorum at the annual meeting, and the likelihood of
election of the Company's nominees for director and the ratification of the
appointment of the independent auditors.
Voting by Proxy
This proxy statement is being sent to you by the Board of Directors of
the Company for the purpose of requesting that you allow your shares of the
Company's common stock to be represented at the annual meeting by the persons
named in the enclosed proxy card. All shares of the Company's common stock
represented at the annual meeting by properly executed proxies will be voted
according to the instructions indicated on the proxy card. If you sign, date and
return a proxy card without giving voting instructions, your shares will be
voted as recommended by the Company's Board of Directors. The Board of Directors
recommends a vote FOR each of the nominees for director and FOR ratification of
Radics & Co., LLC as independent auditors.
If any matters not described in this proxy statement are properly
presented at the annual meeting, the persons named in the proxy card will use
their own best judgment to determine how to vote your shares. This includes a
motion to adjourn or postpone the annual meeting in order to solicit additional
proxies. If the annual meeting is postponed or adjourned, your Company common
stock may be voted by the persons named in the proxy card on the new annual
meeting date as well, unless you have revoked your proxy. The Company does not
know of any other matters to be presented at the annual meeting.
You may revoke your proxy at any time before the vote is taken at the
meeting. To revoke your proxy you must either advise the Secretary of the
Company in writing before your common stock has been voted at the annual
meeting, deliver a later dated proxy, or attend the meeting and vote your shares
in person. Attendance at the annual meeting will not in itself constitute
revocation of your proxy.
If your Company common stock is held "in street name," you will receive
instructions from your broker, bank or other nominee that you must follow in
order to have your shares voted. Your broker or bank may allow you to deliver
your voting instructions via the telephone or the Internet. Please see the
instruction form provided by your broker, bank or other nominee that accompanies
this proxy statement.
The cost of solicitation of proxies on behalf of the Board will be
borne by the Company. Proxies may be solicited personally or by telephone by
directors, officers and other employees of the Company and the Bank without any
additional compensation. The Company will also request persons, firms and
corporations holding shares in their names, or in the name of their nominees,
which are beneficially owned by others, to send proxy material to, and obtain
proxies from, the beneficial owners, and will reimburse those record holders for
their reasonable expenses in doing so.
2
<PAGE>
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STOCK OWNERSHIP
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The following table sets forth information as to those persons believed
by management to be beneficial owners of more than 5% of the Company's
outstanding shares of Common Stock on March 13, 2000 or as disclosed in certain
reports received to date regarding such ownership filed by such persons with the
Company and with the SEC, in accordance with the Securities Exchange Act of
1934, as amended (the "Exchange Act"). Other than those persons listed below,
the Company is not aware of any person, as such term is defined in the Exchange
Act, that owns more than 5% of the Company's Common Stock as of March 13, 2000.
Percent of
Amount and Shares of
Nature of Common
Title of Name and Address Beneficial Stock
Class of Beneficial Owner Ownership Outstanding
----- ------------------- --------- -----------
Common Stock Pulaski Bancorp, M.H.C. (1) 1,117,800 56%
130 Mountain Avenue
Springfield, New Jersey 07081
(1) The members of the Board of Directors of Pulaski Bancorp, Inc. also
constitute the Board of Directors of Pulaski Bancorp, M.H.C.
<PAGE>
The following table provides information about the shares of Company
common stock that may be considered to be owned by each director or nominee for
director of the Company, by the executive officers named in the Summary
Compensation Table and by all directors and executive officers of the Company as
a group as of March 13, 2000. A person may be considered to own any shares of
common stock over which he or she has, directly or indirectly, sole or shared
voting or investment power. Unless otherwise indicated, each of the named
individuals has sole voting and investment power with respect to the shares
shown.
<TABLE>
<CAPTION>
Number of Shares
Number of That May Be Percent of
Name Shares Owned Acquired Within Common Stock
(excluding 60 Days By Outstanding
options)(1) Exercising Options (2)
- ------- ----------------- ---------------------- ---------------
<S> <C> <C> <C> <C>
Thomas Bentkowski. 28,935(3) 9,522 1.94%
Eugene J. Bogucki, M.D. 1,596 1,904 *
Anthony C. Majeski 11,904 1,904 *
Edward J. Mizerski 2,904 1,904 *
Peter C. Pietrucha 9,404(4) 1,904 *
Walter F. Rusak 6,904 1,904 *
Lee Wagstaff 16,125(5) 5,713 1.10%
All Executive Officers and
Directors as a Group (9 persons) 100,332 34,276 6.80%
</TABLE>
- ------------------------------
* Less than 1% of shares outstanding
(1) Includes 5,714, 1,143, 1,143, 1,143, 1,143, 1,143, 3,429 and 6,476
unvested shares of restricted stock held by Messrs. Bentkowski, Bogucki,
Majeski, Mizerski, Pietrucha, Rusak and Wagstaff and other executive
officers, respectively, under the Incentive Plan which will vest in equal
annual installments until September 23, 2002.
(2) Based on 1,980,588 shares of Company common stock outstanding and entitled
to vote as of March 13, 2000, plus the number of shares that may be
acquired within 60 days by each individual (or group of individuals) by
exercising stock options.
(3) Includes 5,889 shares owned by Mr. Bentkowski's spouse.
(4) Includes 2,500 shares owned by Mr. Pietrucha's spouse.
(5) Includes 100 shares owned by Mr. Wagstaff's daughter.
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PROPOSAL 1 -- ELECTION OF DIRECTORS
- --------------------------------------------------------------------------------
The Board of Directors of the Company currently consists of six (6)
directors and is divided into three classes. Each of the six members of the
Board of Directors also presently serves as a director of the Bank and the
Mutual Holding Company. Directors are elected for staggered terms of three years
each, with the term of office of only one of the three classes of directors
expiring each year. Directors serve until their successors are elected and
qualified.
<PAGE>
The two nominees proposed for election at the Annual Meeting are Edward
J. Mizerski and Peter C. Pietrucha. No person being nominated as a director is
being proposed for election pursuant to any agreement or understanding between
any such person and the Company.
4
<PAGE>
In the event that any such nominee is unable to serve or declines to
serve for any reason, it is intended that proxies will be voted for the election
of the balance of those nominees named and for such other persons as may be
designated by the present Board of Directors. The Board of Directors has no
reason to believe that any of the persons named will be unable or unwilling to
serve. Unless authority to vote for the directors is withheld, it is intended
that the shares represented by the enclosed proxy card will be voted "FOR" the
election of all nominees proposed by the Board of Directors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF ALL
NOMINEES NAMED IN THIS PROXY STATEMENT.
The following table sets forth certain information regarding the
nominees for election at the meeting, as well as information regarding those
directors continuing in office after the meeting.
<PAGE>
<TABLE>
<CAPTION>
Year First
Age (1) Elected Term to
Director Expire
(2)
--------- ------------ ---------
BOARD NOMINEES
<S> <C> <C> <C>
Edward J. Mizerski..................................... 73 1989 2003
Peter C. Pietrucha..................................... 78 1983 2003
DIRECTORS CONTINUING IN OFFICE
Thomas Bentkowski...................................... 63 1983 2001
Walter F. Rusak........................................ 52 1995 2001
Eugene J. Bogucki, M.D................................. 74 1992 2002
Anthony C. Majeski..................................... 68 1994 2002
</TABLE>
- ------------------------------
(1) As of March 13, 2000.
(2) Includes prior service on the Board of Directors of the Bank.
The present principal occupation and other business experience during
the last five years of each nominee for election and each director continuing in
office and by the executive officers named in the Summary Compensation Table is
set forth below:
Board Nominees
Edward J. Mizerski is a retired banker who currently serves as Chairman
of the Board of Directors of the Company and the Bank.
Peter C. Pietrucha is an attorney at law. Mr. Pietrucha serves as Vice
Chairman of the Board of Directors of the Company and the Bank.
Directors Continuing in Office
Thomas Bentkowski has served as President and Chief Executive Officer
of the Company and the Bank since 1999 and 1989, respectively.
Walter F. Rusak is Principal of Grove Street School, K-5, Irvington,
New Jersey.
5
<PAGE>
Eugene J. Bogucki, M.D. is a retired physician and surgeon.
Anthony C. Majeski is a Certified Public Accountant and a retired
banker.
Named Executive Officers Who Are Not Also Directors
Lee Wagstaff, age 59, is a certified public accountant and has served
as Vice President, Chief Financial Officer and Treasurer of the Company and the
Bank since 1999 and 1984, respectively.
Meetings of the Board of Directors and Committees of the Board of Directors
The Board of Directors of the Company conducts its business through
meetings of the Board of Directors and through activities of its committees. The
Board of Directors of the Company generally meets on a monthly basis and may
have additional special meetings called in the manner specified in the Bylaws.
During the fiscal year ended December 31, 1999, the Board of Directors of the
Company, which was formed on July 12, 1999, held 5 meetings. The Board of the
Directors of the Bank met 17 times, including five special meetings. No
Directors of the Company or the Bank attended less than 75% of the total number
of meetings and committee meetings on which such Directors served which were
held in 1999.
Committees
The Salary/Benefits Committee, consisting of the full Board of
Directors, reviews and determines salaries and other benefits for all employees
of the Company. The Salary/Benefits Committee met twice during 1999.
The Company's Nominating Committee, consisting of the full Board of
Directors, nominates persons for election to the Board of Directors of the
Company. The Nominating Committee met on January 20, 2000. The Company's Bylaws
provide for stockholder nominations of directors. These provisions require such
nominations to be made pursuant to timely notice in writing to the Secretary of
the Company. The stockholder's notice of nomination must contain all information
relating to the nominee which is required to be disclosed by the Company's
Bylaws. See "Stockholder Proposals."
The Audit Committee consists of all non-employee directors. This
committee is responsible for the review of audit reports and management's
actions regarding the implementation of audit findings and review compliance
with all relevant loans and regulations. Due to the timing of the
reorganization, the Audit Committee of the Company did not meet in fiscal 1999.
The Audit Committee of the Bank met 12 times in 1999.
Directors' Compensation
Directors' Fees. Directors do not receive any fees or retainer for
serving on the Company's Board of Directors. Non-employee directors of the Bank
are currently paid an annual retainer of $16,200, except that the Chairman and
Vice Chairman of the Board receive an annual retainer of $20,970 and $17,412,
respectively. Non-employee directors are also currently paid a fee of $250 for
each special meeting of the Board which they attend. The Bank maintains one
Director Emeritus position that is currently filled by Walter Zolkiewicz. Mr.
Zolkiewicz is paid an annual retainer of $10,000.
6
<PAGE>
Directors' Retirement Plan. The Bank maintains the Pulaski Savings Bank
Consultation and Retirement Plan for Non-Employee Directors (the "Directors'
Retirement Plan"). The purpose of the Directors' Retirement Plan is to promote
the interest of the Bank by providing for the continuing advice of certain
retiring directors and to provide those eligible individuals with retirement
income. Only directors who are not employees of the Bank or its affiliates are
eligible to participate in the plan. Eligible directors generally will become
entitled to benefits under the Directors' Retirement Plan after attaining age
55, and completing five or more years of service with the Board, provided they
execute an agreement to provide consulting services to the Bank from time to
time following retirement. Benefits will accrue under the plan based on a
director's service with the Board and the remuneration he receives for his
services as a member of the Board. The maximum benefit a director may accrue
under the Directors' Retirement Plan, upon completion of eight years of service
as a director, is an annual benefit equal to two-thirds of the average of the
director's three highest years' Board remuneration, payable for 10 years.
Incentive Plan. The Company maintains the Amended and Restated Pulaski
Bancorp, Inc. 1997 Stock-Based Incentive Plan (the "Incentive Plan") for both
directors and employees. Under the Incentive Plan, each outside director of the
Company was granted options to purchase 4,761 shares of common stock and stock
awards for 1,904 shares of Common Stock. The Incentive Plan was approved by the
Bank's stockholders on September 23, 1997. The Company assumed the Incentive
Plan in connection with the Bank's two-tier mutual holding company
reorganization on July 12, 1999. At that time, the options for the Bank's common
stock were converted into options for the Company's common stock. The options
and stock awards to directors vest in five equal annual installments, the first
such vesting having occurred on October 23, 1998, the first anniversary of the
effective date of the grants. In the event a director ceases service due to
death or disability, or a change in control of the Bank or the Company, all
unvested options and stock awards will vest immediately.
7
<PAGE>
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EXECUTIVE COMPENSATION
- --------------------------------------------------------------------------------
Summary Compensation Table
The following table sets forth the cash compensation paid by the
Company, as well as other compensation paid or accrued for services rendered in
all capacities during the years ended December 31, 1999, 1998 and 1997 to the
Chief Executive Officer and all other executive officers of the Company and the
Bank who earned and/or received salary and bonus in excess of $100,000 in 1999
("Named Executive Officers").
<TABLE>
<CAPTION>
Long-Term Compensation
----------------------
Annual Compensation(1) Awards
-----------------------------
Other Securities
Year Salary($) Bonus($) Annual Restricted Underlying All Other
Name and Compensation Stock Awards Options/SARs Compensation
Principal Positions ($)(2) ($)(3) (#)(4) ($)(5)
------------------- ---- --------- -------- ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C>
Thomas Bentkowski 1999 $161,180 $6,447 -- -- -- $44,482
President and Chief 1998 155,000 6,200 -- -- -- 26,208
Executive Officer 1997 144,600 8,342 -- $190,440 23,805 24,847
Lee Wagstaff 1999 $99,375 $3,975 -- -- -- $13,406
Vice President , Chief 1998 94,500 3,780 -- -- -- 1,365
Financial Officer and 1997 87,500 5,048 -- $114,280 14,283 1,413
Treasurer
</TABLE>
- ------------------------------
(1) Under Annual Compensation, the column titled "Salary" includes base salary
and amounts deferred by Messrs. Bentkowski and Wagstaff pursuant to the
Company's 401(k) Plan, as hereinafter defined, pursuant to which employees
may defer up to 10% of their compensation, up to maximum limits under the
Internal Revenue Code of 1986, as amended (the "Code").
(2) For 1999, 1998 and 1997, there were no: (a) perquisites over the lesser of
$50,000 or 10% of the individual's total salary and bonus for the year; (b)
payments of above-market preferential earnings on deferred compensation;
(c) payments of earnings with respect to long-term incentive plans prior to
settlement or maturation; (d) tax payment reimbursements; or (e)
preferential discounts on stock.
(3) Pursuant to the Incentive Plan, stock awards of 9,522 and 5,714 were
granted to Messrs. Bentkowski and Wagstaff, which had a market value of
$190,440 and $114,280 on October 23, 1997, the date of grant. The awards
vest in five equal annual installments with the first such vesting having
occurred on October 23, 1998. All awards vest immediately upon termination
of employment due to death or disability. Based on the closing price of
$8.25 on December 31, 1999, the market value of the unvested stock awards
of 3,808 and 2,286 shares held by Messrs. Bentkowski and Wagstaff,
respectively, was $31,416 and $18,860. Dividends are paid on restricted
stock.
<PAGE>
(4) Includes options awarded under the Incentive Plan. See "Incentive Plan."
(5) All other compensation in 1999 includes matching contributions of $2,212
and $1,518 to the accounts of Messrs. Bentkowski and Wagstaff,
respectively, under the Bank's 401(k) Plan. Also includes $16,879 and
$11,888, representing the value of the 2,046 and 1,441 shares of common
shares allocated, pursuant to the employee stock ownership plan, to the
accounts of Messrs. Bentkowski and Wagstaff, respectively, based on the
closing price of $8.25 on December 31, 1999. Also includes employer
contributions of $25,391 credited under the Bank's supplemental executive
retirement arrangement for Mr. Bentkowski.
8
<PAGE>
Employment Agreements. The Bank has entered into employment agreements
(collectively, the "Employment Agreements" or "Agreements") with Messrs.
Bentkowski and Wagstaff (individually, the "Executive"). The Employment
Agreements are intended to ensure that the Company and the Bank will be able to
maintain a stable and competent management base. The continued success of the
Company and the Bank depend to a significant degree on the skills and competence
of Messrs. Bentkowski and Wagstaff.
The Employment Agreements provide for a three-year term for each of
Messrs. Bentkowski and Wagstaff. The Employment Agreements also provide that,
commencing on the first anniversary date and continuing each anniversary date
thereafter, the Board of Directors may extend the Employment Agreements for an
additional year so that the remaining term shall be three years, unless written
notice of non-renewal is given by the Board of Directors after conducting a
performance evaluation of the Executive. In addition to the base salary, the
Employment Agreements provide for, among other things, participation in stock
benefit plans and other fringe benefits applicable to similarly situated
executive personnel. The Employment Agreements provide for termination by the
Bank for cause as defined in the Employment Agreements at any time. In the event
the Bank chooses to terminate the Executive's employment for reasons other than
for cause, or in the event of the Executive's resignation from the Bank upon:
(i) failure to re-elect or re-appoint the Executive to his current offices; (ii)
a material change in the Executive's functions, duties or responsibilities;
(iii) a relocation of the Executive's principal place of employment by more than
25 miles; (iv) a material reduction in the Executive's benefits; (v) liquidation
or dissolution of the Bank; or (vi) a breach of the Employment Agreements by the
Bank, the Executive or, in the event of death, his beneficiary would be entitled
to receive an amount equal to the remaining payments due to the Executive and
the contributions that would have been made on the Executive's behalf to any
employee benefit plans of the Bank during the remaining term of the Employment
Agreements. The Bank would also continue and pay for the Executive's life,
medical, dental and disability coverage for the remaining term of the Employment
Agreements. The Employment Agreements restrict the Executive's right to compete
against the Bank or the Company for a period of one year from the date of
termination of the agreement if his employment is terminated without cause,
except if termination follows a change in control.
Under the agreements, if voluntary or involuntary termination follows a
change in control of the Bank, the Executive or, in the event of the Executive's
death, his beneficiary would be entitled to a severance payment equal to the
greater of: (i) the payments due for the remaining term of the agreement; or
(ii) three times the average of the five preceding taxable years' annual
compensation. The Bank would also continue the Executive's life, medical, dental
and disability coverage for thirty-six months.
All reasonable costs and legal fees paid or incurred by the Executive
pursuant to any dispute or question of interpretation relating to the Agreements
shall be paid by the Bank if the Executive is successful on the merits pursuant
to a legal judgment, arbitration or settlement. The Employment Agreements also
provide that the Bank shall indemnify the Executive to the fullest extent
allowable under federal law. In the event of a change in control of the Bank,
the total amount of payments due under the Employment Agreements, based solely
on the 1999 annual salary and bonus paid to Messrs. Bentkowski and Wagstaff and
excluding any benefits under any employee benefit plans which may be payable,
would be approximately $813,931.
<PAGE>
Change in Control Agreements. The Bank has entered into two-year Change
in Control Agreements (the "CIC Agreements") with two of the Bank's Vice
Presidents, Valerie Kaminski and Kevin Aylward. Commencing on the first
anniversary date and continuing on each anniversary thereafter, the CIC
Agreements may be renewed by the Board of Directors for an additional year. The
CIC Agreements will provide that in the event voluntary or involuntary
termination follows a change in control of the Bank, the officer would be
entitled to receive a severance payment equal to two times the officer's
compensation for
9
<PAGE>
the twelve months preceding termination. The Bank would also continue and pay
for the officer's life, medical and disability coverage for twenty-four months
following termination. In the event of a change in control of the Bank, the
total payments that would be due under the CIC Agreements, based solely on the
1999 annual salary and bonus paid to the two officers covered by the CIC
Agreements and excluding any benefits under any employee benefit plan which may
be payable, would be approximately $312,882.
Pension Plan. The Bank also maintains a defined benefit pension plan
for its employees (the "Pension Plan"). An employee is eligible to participate
in the Pension Plan following the completion of one year of service and
attainment of the age 21. An employee generally meets the year of service
requirement upon the completion of 1,000 hours of service within a consecutive
12 month period. A participant must complete five years of service (total time
employed) before attaining a fully vested interest of his or her retirement
benefits. Prior to completing five years of service, a participant vests in his
or her accrual benefit at a rate equal to 40% after two years of service and 20%
per year thereafter up to five years. After five years of vesting service the
employee is 100% vested. The Pension Plan is funded solely through contributions
made by the Bank.
The table below reflects the annual pension benefit payable to a
participant assuming various levels of earnings and years of service. The
amounts of benefits paid under the Pension Plan are not reduced for any social
security benefit payable to participants. As of December 31, 1999, Messrs.
Bentkowski and Wagstaff had 43 and 15 credited years of service, respectively.
<TABLE>
<CAPTION>
Years of Benefit Service
------------------------
Final Average
Earnings(1) 15 20 25 30 35
--------------- -- -- -- -- --
<S> <C> <C> <C> <C> <C> <C>
$50,000 9,375 12,500 15,625 18,750 21,875
$75,000 15,823 21,097 26,372 31,646 36,920
$100,000 22,685 30,247 37,808 45,370 52,932
$125,000 29,458 39,277 49,097 58,916 68,735
$150,000 36,410 48,547 60,683 72,820 84,957
$200,000(2) 39,155 52,207 65,258 78,310 91,362
$250,000(2) 39,155 52,207 65,258 78,310 91,362
</TABLE>
- ------------------------------
(1) The compensation utilized for formula purposes includes the salary
reported in the "Summary Compensation Table."
(2) The maximum amount of annual compensation which can be considered in
computing benefits under Section 401(a)(17) of the Code is $160,000 for
plan years beginning on or after January 1, 2000.
10
<PAGE>
Incentive Plan. The Company maintains the Incentive Plan for both
directors and employees. The following table provides certain information with
respect to the number of shares of common stock represented by outstanding
options and the values of such options held by the Named Executive Officers as
of December 31, 1999.
Fiscal Year-End Option/SAR Values
Value of
Number of Securities Unexercised
Underlying Unexercised In-the-Money
Options/SARs at Option/SARs at
Fiscal Year End(#)(1) Fiscal Year End($)(1)
Name Exercisable/Unexercisable(2) Exercisable/Unexercisable(3)
Thomas Bentkowski 9,522/14,283 --/--
Lee Wagstaff 5,713/8,570 --/--
- ------------------------------
(1) The option awards listed in this table were made upon stockholder approval
of the Incentive Plan on October 23, 1997.
(2) The options in this table have an exercise price of $20.00.
(3) On December 31, 1999, the market value of the underlying common stock was
$8.25 per share. The options are "in-the-money" only if the exercise price
is less than the market price.
SALARY/BENEFITS COMMITTEE REPORT
In accordance with the rules and regulations adopted by the Securities
and Exchange Commission, the Salary/Benefits Committee of the Board of Directors
(the "Committee") presents the following information regarding the compensation
and benefit arrangements for the Company's President and Chief Executive Officer
and the other executive officers of the Company.
The Salary/Benefits Committee, comprised of the full Board of
Directors, generally meets once a year (and on an as-needed basis) to review the
current levels and structure of compensation and benefits for the employees of
the Company in relation to industry practices, to determine salary ranges and
individual adjustments in base salary and benefit arrangements in the context of
competitive trends, performance results for the Company and individual
executives and other relevant circumstances.
Executive Compensation Policies
The underlying principle which governs the executive compensation
policies of the Company is to provide competitive financial reward opportunities
that are tied to the performance of the Company and members of the executive
team. As a result, the Company's compensation programs are structured to
generate total compensation levels approximating market average. The Committee
has consulted surveys of compensation paid to executive officers performing
similar duties for depository institutions and their holding companies with
particular focus on the level of compensation paid by comparable institutions in
New Jersey and the Mid-Atlantic region. The surveys primarily used by the
Committee were the 1999 SNL Executive Compensation Review, the America's
Community Bankers Compensation Survey for Savings Institutions, and the New
Jersey Community and Savings Bankers Executive Compensation Survey for 1999,
which covers mutual and stock owned thrifts.
11
<PAGE>
Although the Committee's recommendations are discretionary and no
specific formula is used for decision making, salary increases are aimed at
reflecting the overall performance of the Company and the performance of
individual executive officers.
The basic elements of the executive compensation program are base
salary, annual incentives, equity-based long-term incentives and certain other
benefits. The Committee reviews the executive's base salary levels and salary
ranges on an annual basis and reviews the other compensation programs on a
periodic basis to ensure their market competitiveness and continued
effectiveness.
Compensation of the Chief Executive Officer
The cash compensation provided to Mr. Bentkowski as President and Chief
Executive Officer is predicated upon comparisons to other regional savings banks
of comparable asset size and the salary and total cash compensation trends for
similar executive positions in the same group of banks. In setting Mr.
Bentkowski's base salary, the Committee, after taking into consideration the
factors discussed above, increased his salary to $161,180 for 1999 and paid Mr.
Bentkowski a bonus of $6,447. Mr. Bentkowski did not participate in determining
his salary for 1999.
Salary/Benefits Committee
Edward J. Mizerski Peter C. Pietrucha
Thomas Bentkowski Anthony C. Majeski
Walter F. Rusak Eugene J. Bogucki, M.D.
Compensation Committee Interlocks and Insider Participation
No executive officer of the Company or the Bank serves as a member of
the compensation committee of another entity, one of whose executive officers
serves on the Compensation Committee of the Company or the Bank. No executive
officer of the Company or the Bank serves as a director of another entity, one
of whose executive officers serves on the Compensation Committee of the Company
or the Bank. No executive officer of the Company or the Bank serves as a member
of the compensation committee of another entity, one of whose executive officers
serves as a director of the Company or the Bank.
The Compensation Committee of the Board of Directors of the Company and
the Bank consist of the above mentioned individuals. Mr. Bentkowski serves as
President and Chief Executive Officer of the Company and the Bank.
12
<PAGE>
STOCK PERFORMANCE GRAPH
The following graph shows a comparison of total stockholder return on
the Company's Common Stock, based on the market price of the Common Stock with
the cumulative total return of companies on The Nasdaq National Market Index,
the Nasdaq Bank Stock Index, the SNL Thrift and the MHL Thrift Index for the
period beginning on April 3, 1997, through December 31, 1999. Total return
assumes the reinvestment of dividends. Stock prices prior to July 12, 1999
represent stock prices for shares of the Bank's Common Stock. The Graph for this
proxy statement includes the SNL Thrift Index and the MHL Index, which are more
reflective of the Company, a subsidiary of a mutual holding company and parent
corporation of a thrift. The Company will not use the Nasdaq Bank Stock Index as
a comparison in future proxy statements.
Comparison of Total Returns of
Pulaski Bancorp, Inc. Common Stock,
All Nasdaq U.S. Stocks and Nasdaq Bank Stocks
[GRAPHIC - GRAPH PLOTTED POINTS LISTED BELOW]
<TABLE>
<CAPTION>
04/3/97 06/30/97 12/31/97 06/30/98 12/31/98 06/30/99 12/31/99
<S> <C> <C> <C> <C> <C> <C> <C>
Pulaski Bancorp, Inc.......... 100 121 168 140 90 77 77
Nasdaq National Market........ 100 119 131 157 184 225 332
Nasdaq Bank Stocks............ 100 118 158 163 156 161 150
SNL Thrift Index.............. 100 120 158 163 139 138 114
MHL Thrifts................... 100 119 206 198 141 144 126
</TABLE>
13
<PAGE>
- --------------------------------------------------------------------------------
TRANSACTIONS WITH CERTAIN RELATED PERSONS
- --------------------------------------------------------------------------------
All loans made by the Bank to its directors and executive officers are
made on substantially the same terms, including interest rates and collateral,
as those prevailing at the time for comparable transactions with other persons
and do not involve more than the normal risk of collectibility or present other
unfavorable features. Non-executive officer employees which satisfy certain
eligibility and lending criteria are extended accommodations and discounts on
loan fees and interest rates in connection with the purchase or refinance of
their principal residences. In accordance with recently modified federal
regulations, the Company may in the future extend the same accommodations on
such loans to eligible executive officers and directors.
- --------------------------------------------------------------------------------
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
- --------------------------------------------------------------------------------
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's executive officers and directors, and persons who own more than 10% of
any registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the SEC. Executive officers, directors
and greater than 10% stockholders are required by regulation to furnish the
Company with copies of all Section 16(a) reports they file.
Based solely on its review of the copies of the reports it has received
and written representations provided to the Company from the individuals
required to file the reports, the Company believes that each of its executive
officers and directors has complied with applicable reporting requirements for
transactions in Company common stock during the fiscal year ended December 31,
1999.
- --------------------------------------------------------------------------------
PROPOSAL 2. RATIFICATION OF APPOINTMENT
OF INDEPENDENT AUDITORS
- --------------------------------------------------------------------------------
The Company's independent auditors for the fiscal year ended December
31, 1999 were Radics & Co., LLC. The Company's Board of Directors has
reappointed Radics & Co., LLC to continue as independent auditors for the Bank
and the Company for the year ending December 31, 2000, subject to ratification
of such appointment by the stockholders.
Representatives of Radics & Co., LLC will be present at the annual
meeting. They will be given an opportunity to make a statement if they desire to
do so and will be available to respond to appropriate questions from
stockholders present at the annual meeting.
Unless marked to the contrary, the shares represented by the enclosed
proxy card will be voted FOR ratification of the appointment of Radics & Co.,
LLC as the independent auditors of the Company.
<PAGE>
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" RATIFICATION OF
THE APPOINTMENT OF RADICS & CO., LLC AS THE INDEPENDENT AUDITORS OF THE COMPANY.
14
<PAGE>
- --------------------------------------------------------------------------------
STOCKHOLDERS PROPOSALS AND NOMINATIONS
- --------------------------------------------------------------------------------
Stockholder Proposals
To be considered for inclusion in the Company's proxy statement and
form of proxy relating to the 2001 annual meeting of Stockholders, a stockholder
proposal must be received by the Secretary of the Company at the address set
forth on the Notice of Annual Meeting of Stockholders not later than November
23, 2000. Any such proposal will be subject to 17 C.F.R. ss. 240.14a-8 of the
Rules and Regulations of the Securities and Exchange Commission.
Notice of Business to be Conducted at a Special or Annual Meeting
The Bylaws of the Company set forth the procedures by which a
stockholder may properly bring business or make nominations for the election of
directors before a meeting of stockholders. Pursuant to the Bylaws, only
business brought by or at the direction of the Board of Directors may be
conducted at an annual meeting. The Bylaws of the Company provide an advance
notice procedure for a stockholder to properly bring business before an annual
meeting. The stockholder must give written advance notice to the Secretary of
the Company not less than ninety (90) days before the date originally fixed for
such meeting; provided, however, that in the event that less than one hundred
(100) days' notice or prior public disclosure of the date of the meeting is
given or made to stockholders, notice by the stockholder to be timely must be
received not later than the close of business on the tenth day following the
date on which the Company's notice to stockholders of the annual meeting date
was mailed or such public disclosure was made. The advance notice by
stockholders must include the stockholder's name and address, as they appear on
the Company's record of stockholders, a brief description of the proposed
business, the reason for conducting such business at the annual meeting, the
class and number of shares of the Company's capital stock that are beneficially
owned by such stockholder and any material interest of such stockholder in the
proposed business. Nothing in this paragraph shall be deemed to require the
Company to include in its proxy statement or the proxy relating to any annual
meeting any stockholder proposal which does not meet all of the requirements for
inclusion established by the SEC in effect at the time such proposal is
received.
BY ORDER OF THE BOARD OF DIRECTORS
/S/ Valerie Kaminski
Valerie Kaminski
Secretary
Springfield, New Jersey
March 23, 2000
16
<PAGE>
REVOCABLE PROXY
PULASKI BANCORP, INC.
[ ] PLEASE MARK VOTE
AS IN THIS EXAMPLE
ANNUAL MEETING OF STOCKHOLDERS
April 28, 2000 10:00 a.m. Eastern Time
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints the official proxy committee of Pulaski Bancorp,
Inc. (the "Company") with full power of subsitution, to act as proxy for the
undersigned, and to vote all shares of common stock of the Company which the
undersigned is entitled to vote only at the Annual Meeting of Stockholders, to
be held on April 28, 2000, at 10:00 a.m. Eastern Time, at The Winfield Scott,
323 North Broad Street, Elizabeth, New Jersey and at any and all adjournments
thereof, with all of the powers the undersigned would possess if personally
present at such meeting as follows:
Edward J. Mizerski and Peter C. Pietrucha
With- For All
For hold Except
[ ] [ ] [ ]
1. The election as directors of all nominees listed (unless the "For All Except"
box is marked and the instructions below are complied with):
INSTRUCTION: To withhold authority to vote for any individual nominee, mark "For
All Except" and write that nominee's name in the space provided below.
For Against Abstain
[ ] [ ] [ ]
2. The ratification of the appointment of Radics & Co., LLC as independent
auditors of Pulaski Bancorp, Inc. for the fiscal year ending December 31, 2000
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE LISTED PROPOSALS.
PLEASE CHECK BOX IF YOU PLAN TO ATTEND THE ANNUAL MEETING. [ ]
Please be sure to sign and date this Proxy in the box below.
_________________________________________
Date
_________________________________________
Stockholder sign above
_________________________________________
Co-holder (if any) sign above
<PAGE>
Detach above card, sign, date and mail in postage paid envelope provided.
PULASKI BANCORP, INC.
This proxy is revocable and will be voted as directed, but if no instructions
are specified, this proxy will be voted "FOR" each of the proposals listed. If
any other business is presented at the Annual Meeting, including whether or not
to adjourn the meeting, this proxy will be voted by the proxies in their best
judgment. At the present time, the Board of Directors knows of no other business
to be presented at the Annual Meeting. This proxy also confers discretionary
authority on the Board of Directors to vote with respect to the election of any
person as director where the nominees are unable to serve or for good cause will
not serve and matters incident to the conduct of the meeting.
The above signed acknowledges receipt from the Company prior to the execution of
this proxy of a Notice of Annual Meeting of Stockholders and of a Proxy
Statement dated March 23, 2000 and of the Annual Report to Stockholders. Please
sign exactly as your name appears on this card. When signing as attorney,
executor, administrator, trustee or guardian, please give your full title. If
shares are held jointly, each holder may sign but only one signature is
required.
PLEASE COMPLETE, DATE, SIGN AND PROMPTLY MAIL THIS PROXY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE.
