<PAGE>
===============================================================================
--------------------------------
\ OMB APPROVAL \
\------------------------------\
\ \ OMB Number: 3235-0059 \
DELETE IF NOT REQUIRED ------------------- \ Expires: January 31, 2002 \
/ \ Estimated average burden \
\ hours per response....13.12 \
--------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [x]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[x] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
Flushing Financial Corporation
- --------------------------------------------------------------------------------
(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:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] 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:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
(3) Filing Party:
-------------------------------------------------------------------------
(4) Date Filed:
-------------------------------------------------------------------------
Notes:
Reg. (S) 240.14a-101.
SEC 1913 (3-99)
<PAGE>
FLUSHING FINANCIAL CORPORATION
144-51 NORTHERN BOULEVARD
FLUSHING, NEW YORK 11354
(718) 961-5400
April 12, 2000
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders of
Flushing Financial Corporation. The meeting will be held at the LaGuardia
Marriott located at 102-05 Ditmars Boulevard, East Elmhurst, New York 11369,
on May 16, 2000 at 2:00 p.m., New York time. The matters to be considered by
stockholders at the Annual Meeting are described in the accompanying
materials.
It is very important that you be represented at the Annual Meeting
regardless of the number of shares you own or whether you are able to attend
the meeting in person. We urge you to mark, sign and date your proxy card
today and return it in the envelope provided, even if you plan to attend the
Annual Meeting. This will not prevent you from voting in person, but will
ensure that your vote is counted if you are unable to attend.
Your continued support of and interest in Flushing Financial Corporation are
sincerely appreciated.
Sincerely,
/s/ Gerard P. Tully, Sr. /s/ Michael J. Hegarty
Gerard P. Tully, Sr. Michael J. Hegarty
Chairman of the Board President and Chief Executive
Officer
<PAGE>
FLUSHING FINANCIAL CORPORATION
144-51 NORTHERN BOULEVARD
FLUSHING, NEW YORK 11354
(718) 961-5400
----------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 16, 2000
----------------
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the "Annual
Meeting") of Flushing Financial Corporation (the "Company") will be held at
the LaGuardia Marriott located at 102-05 Ditmars Boulevard, East Elmhurst, New
York 11369 at 2:00 p.m., New York time, on May 16, 2000 for the following
purposes, all of which are more completely set forth in the accompanying Proxy
Statement:
(1) To elect four directors for a three-year term and until their
successors are elected and qualified;
(2) To ratify the selection by the Board of Directors of
PricewaterhouseCoopers LLP as the Company's independent auditors for the
fiscal year ending December 31, 2000; and
(3) To transact such other business as may properly come before the
meeting or any adjournment thereof.
The Board of Directors has fixed March 30, 2000 as the record date for the
determination of stockholders entitled to notice of and to vote at the Annual
Meeting and at any adjournment thereof. Only those stockholders of record as
of the close of business on that date will be entitled to vote at the Annual
Meeting or at any such adjournment.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Anna M. Piacentini
Anna M. Piacentini
Corporate Secretary
Flushing, New York
April 12, 2000
YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING. IT IS IMPORTANT THAT
YOUR SHARES BE REPRESENTED REGARDLESS OF THE NUMBER YOU OWN. EVEN IF YOU
PLAN TO BE PRESENT, YOU ARE URGED TO COMPLETE, SIGN, DATE AND RETURN THE
ENCLOSED PROXY PROMPTLY IN THE ENVELOPE PROVIDED. IF YOU ATTEND THE MEETING,
YOU MAY VOTE EITHER IN PERSON OR BY PROXY. ANY PROXY GIVEN MAY BE REVOKED BY
YOU IN WRITING OR IN PERSON AT ANY TIME BEFORE IT IS VOTED.
<PAGE>
FLUSHING FINANCIAL CORPORATION
144-51 NORTHERN BOULEVARD
FLUSHING, NEW YORK 11354
(718) 961-5400
----------------
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 16, 2000
----------------
INTRODUCTION
This Proxy Statement is furnished to holders of common stock, $.01 par value
per share ("Common Stock"), of Flushing Financial Corporation (the "Company"),
which is the sole stockholder of Flushing Savings Bank, FSB (the "Bank").
Proxies are being solicited on behalf of the Board of Directors of the Company
(the "Board of Directors") to be used at the Annual Meeting of Stockholders to
be held at the LaGuardia Marriott located at 102-05 Ditmars Boulevard, East
Elmhurst, New York, 11369 at 2:00 p.m., New York time, on May 16, 2000 (the
"Annual Meeting") and at any adjournment thereof. Only holders of record of
the Company's issued and outstanding Common Stock as of the close of business
on March 30, 2000 (the "Record Date") are entitled to notice of and to vote at
the Annual Meeting and any adjournments thereof. The Proxy Statement and the
accompanying Notice of Annual Meeting of Stockholders (the "Notice") and form
of proxy, and the Company's 1999 Annual Report to Stockholders, including the
consolidated financial statements for the year ended December 31, 1999, are
first being mailed on or about April 12, 2000 to all persons entitled to vote
at the Annual Meeting.
VOTING AND PROXIES
VOTING RIGHTS AND QUORUM REQUIREMENT
Stockholders of record as of the close of business on March 30, 2000, the
Record Date, are entitled to one vote for each share of Common Stock then
held. On the Record Date, there were 9,585,471 shares of Common Stock
outstanding and entitled to be voted and the Company had no other class of
equity securities outstanding. Holders of a majority of the outstanding shares
of Common Stock must be present at the Annual Meeting, either in person or
represented by proxy, to constitute a quorum for the conduct of business. In
order to ensure a quorum, stockholders are requested to complete the enclosed
proxy card and return it signed and dated in the enclosed postage-paid
envelope.
VOTING BY PROXY
The proxy solicited hereby, if properly signed and received by the Company
in time for the Annual Meeting and not revoked prior to its use, will be voted
in accordance with the instructions contained therein. If no instructions are
given, the proxy will be voted FOR election of the nominees for director
described herein and FOR ratification of the appointment of
PricewaterhouseCoopers LLP as independent auditors for fiscal year 2000. With
respect to the transaction of such other business as may properly come before
the meeting, each proxy received will be voted in accordance with the best
judgment of the persons appointed as proxies. At this time, the Board of
Directors knows of no such other business.
REVOKING A PROXY
Any stockholder giving a proxy may revoke it at any time before it is voted
by (i) filing written notice of revocation with the Corporate Secretary of the
Company (Anna M. Piacentini, Corporate Secretary, Flushing
<PAGE>
Financial Corporation, 144-51 Northern Boulevard, Flushing, New York 11354);
(ii) submitting a duly executed proxy bearing a later date; or (iii) appearing
at the Annual Meeting and giving the Corporate Secretary notice of his or her
intention to vote in person.
VOTES REQUIRED FOR APPROVAL
Directors are elected by a plurality of the votes cast with a quorum
present. Abstentions are considered present for purposes of determining the
presence of a quorum and will not affect the plurality vote required for the
election of directors. The affirmative vote of a majority of the total votes
present in person or by proxy is required to ratify the selection of the
independent auditors. Abstentions will have the effect of a vote against this
proposal. Under rules of the New York Stock Exchange, to which its member
firms are subject, this proposal is considered a "discretionary" item upon
which brokerage firms holding shares of Common Stock in "street name" may vote
in their discretion on behalf of their clients if such clients have not
furnished voting instructions.
COST OF SOLICITATION OF PROXIES
The cost of solicitation of proxies will be borne by the Company. In
addition to the solicitation of proxies by mail, Morrow & Co., Inc., a proxy
soliciting firm, will assist the Company in soliciting proxies for the Annual
Meeting and will be paid a fee of $3,500, plus reimbursement for out-of-pocket
expenses. Proxies also may be solicited personally or by telephone or telecopy
by directors, officers and employees of the Company or the Bank, without
additional compensation therefor. 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 materials to
and obtain proxies from such beneficial owners, and will reimburse such
holders for reasonable expenses incurred in connection therewith.
2
<PAGE>
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
To the knowledge of the Company, the following persons were the beneficial
owners of more than five percent of the outstanding shares of Common Stock, as
of December 31, 1999.
<TABLE>
<CAPTION>
NUMBER OF SHARES
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIALLY OWNED PERCENT OF CLASS(1)
- ------------------------------------ ------------------ -------------------
<S> <C> <C>
J.P. Morgan & Co. Incorporated(2)....... 888,765 9.14%
60 Wall Street
New York, New York 10260
Dimensional Fund Advisors Inc.(3)....... 587,400 6.04%
1299 Ocean Avenue
11th Floor
Santa Monica, California 90401
Thomson Horstmann & Bryant, Inc.(4)..... 1,020,900 10.50%
Park 80 West
Plaza Two
Saddle Brook, New Jersey 07663
</TABLE>
- --------
(1) On December 31, 1999, the total number of shares of Common Stock
outstanding was 9,725,971.
(2) According to its filing with the SEC on Schedule 13G/A, J.P. Morgan & Co.
Incorporated has shared voting and dispositive power with respect to
885,765 shares of Common Stock, and sole dispositive power with respect to
3,000 shares of Common Stock. J.P. Morgan & Co. Incorporated, through an
affiliate, serves as trustee for the Flushing Financial Corporation
Employee Benefit Trust. As of December 31, 1999, there were 885,765 shares
of Common Stock held in the Flushing Financial Corporation Employee
Benefit Trust.
(3) According to its filing with the SEC on Schedule 13G, Dimensional Fund
Advisors Inc. is an investment advisor registered under Section 203 of the
Investment Advisers Act of 1940 and has sole voting and dispositive power
with respect to these shares of Common Stock.
(4) According to its filing with the SEC on Schedule 13G/A, Thomson Horstmann
& Bryant, Inc. is an investment adviser registered under Section 203 of
the Investment Advisers Act of 1940 and has sole voting power with respect
to 660,100 shares of Common Stock, shared voting power with respect to
18,450 shares of Common Stock, and sole dispositive power with respect to
1,020,900 shares of Common Stock.
3
<PAGE>
STOCK OWNERSHIP OF MANAGEMENT
The following table sets forth information regarding the beneficial
ownership of the Common Stock as of February 29, 2000, by each director of the
Company, by each executive officer named in the Summary Compensation Table on
page 14, and by all directors and executive officers as a group.
<TABLE>
<CAPTION>
SHARES OF COMMON STOCK
NAME POSITION(S) WITH THE COMPANY BENEFICIALLY OWNED(1)(2)
- ---- ---------------------------- ------------------------
<S> <C> <C>
Gerard P. Tully, Sr. ... Chairman of the Board 98,475(3)
Michael J. Hegarty...... President, Chief Executive Officer 128,756(4)
and Director
James D. Bennett........ Director 6,250(5)
John M. Gleason......... Director 46,497(6)
Louis C. Grassi......... Director 8,125(7)
Robert A. Marani........ Director 84,475(8)
John O. Mead............ Director 60,725(9)
Vincent F. Nicolosi..... Director 38,365(10)
Franklin F. Regan, Jr. . Director 41,302(11)
John E. Roe, Sr. ....... Director 72,375(12)
Michael J. Russo........ Director 99,750(13)
Monica C. Passick....... Senior Vice President, Treasurer and 77,460(14)
Chief Financial Officer
Henry A. Braun.......... Senior Vice President 59,448(15)
Robert L. Callicutt..... Senior Vice President 44,770(16)
Francis W. Korzekwinski. Senior Vice President 56,492(17)
All directors and execu-
tive officers as a
group
(16 persons)........... 986,805(18)
</TABLE>
- --------
(1) Under the rules of the SEC, beneficial ownership includes any shares over
which an individual has sole or shared power to vote or to dispose, as
well as any shares that the individual has the right to acquire within 60
days. Unless otherwise indicated, each person has sole voting and
dispositive power as to the shares reported. Officers have the power to
direct the voting and, subject to plan provisions, the disposition of
shares held for their account in the Bank's 401(k) Savings Plan and the
Company's Stock-Based Profit Sharing Plan, and have voting power over,
but no economic interest in, the shares representing their proportionate
voting interest in the Company's Employee Benefit Trust. Officers and
directors have the power to vote, but not the power to dispose of,
unvested shares of restricted stock granted to them under the Company's
1996 Restricted Stock Incentive Plan. The table also includes shares
which the named individual had a right to acquire upon the exercise of
stock options granted under the Company's 1996 Stock Option Incentive
Plan which were exercisable on February 29, 2000. No additional stock
options are scheduled to become exercisable within 60 days after February
29, 2000.
(2) On February 29, 2000, the total number of shares of Common Stock
outstanding was 9,615,471 (including shares held by the Employee Benefit
Trust). As of February 29, 2000, other than Messrs. Tully, Hegarty and
Russo, who beneficially owned 1.02%, 1.34% and 1.04% of the outstanding
shares of Common Stock, respectively, each individual beneficially owned
less than 1% of the outstanding shares of Common Stock, and all directors
and executive officers as a group beneficially owned 10.26% of the
outstanding shares of Common Stock.
(3) Includes 23,500 shares held by Mrs. Tully or an entity owned by Mrs.
Tully with respect to which Mr. Tully disclaims beneficial ownership,
2,000 shares held by Tulger Con Corp. with respect to which Mr. Tully
shares voting and dispositive power, 5,640 unvested shares of restricted
stock, and 25,875 shares underlying exercisable stock options.
(4) Includes 13,729 shares credited to Mr. Hegarty's account in the Bank's
401(k) Savings Plan, 3,320 shares credited to his account in the
Company's Stock-Based Profit Sharing Plan, 42,200 unvested shares of
restricted stock, 45,600 shares underlying exercisable stock options, and
6,507 shares representing his proportionate voting interest in the
Company's Employee Benefit Trust.
(5) Includes 3,000 unvested shares of restricted stock and 1,500 shares
underlying exercisable stock options.
(6) Includes 12,162 shares held by Mrs. Gleason with respect to which Mr.
Gleason disclaims beneficial ownership, 5,640 unvested shares of
restricted stock, and 25,875 shares underlying exercisable stock options.
4
<PAGE>
(7) Includes 375 shares held jointly by Mr. Grassi and his brother with whom
he shares voting and dispositive power, 3,000 unvested shares of
restricted stock and 1,500 shares underlying exercisable stock options.
(8) Includes 11,500 shares held by Mrs. Marani with respect to which Mr.
Marani disclaims beneficial ownership, 5,640 unvested shares of
restricted stock, and 25,875 shares underlying exercisable stock options.
(9) Includes 5,640 unvested shares of restricted stock, and 25,875 shares
underlying exercisable stock options.
(10) Includes 270 shares held jointly by Mr. Nicolosi and his spouse, with
whom he shares voting and dispositive power, 5,640 unvested shares of
restricted stock, and 25,875 shares underlying exercisable stock options.
(11) Includes 1,000 shares held by Mrs. Regan with respect to which Mr. Regan
disclaims beneficial ownership, 5,640 unvested shares of restricted
stock, and 25,875 shares underlying exercisable stock options.
(12) Includes 7,500 shares held by Mrs. Roe with respect to which Mr. Roe
disclaims beneficial ownership. Also includes 7,500 shares held by
Learoyd & Roe, Inc. Profit Sharing Plan and Trust and 6,900 shares held
by City Underwriting Agency, Inc. Defined Profit Sharing Plan and Trust,
with respect to which, in each case, Mr. Roe shares voting and
dispositive power, as well as 5,640 unvested shares of restricted stock
and 25,875 shares underlying exercisable stock options.
(13) Includes 5,640 unvested shares of restricted stock and 25,875 shares
underlying exercisable stock options.
(14) Includes 13,848 shares credited to Ms. Passick's account in the Bank's
401(k) Savings Plan, 3,899 shares credited to her account in the
Company's Stock-Based Profit Sharing Plan, 13,400 unvested shares of
restricted stock, 32,400 shares underlying exercisable stock options, and
6,507 shares representing her proportionate voting interest in the
Company's Employee Benefit Trust.
(15) Includes 1,560 shares credited to Mr. Braun's account in the Bank's
401(k) Savings Plan, 3,462 shares credited to his account in the
Company's Stock-Based Profit Sharing Plan, 12,080 unvested shares of
restricted stock, 28,440 shares underlying exercisable stock options, and
6,507 shares representing his proportionate voting interest in the
Company's Employee Benefit Trust.
(16) Includes 3,867 shares credited to Mr. Callicutt's account in the Bank's
401(k) Savings Plan, 2,473 shares credited to his account in the
Company's Stock-Based Profit Sharing Plan, 11,480 unvested shares of
restricted stock, 18,240 shares underlying exercisable stock options, and
6,507 shares representing his proportionate voting interest in the
Company's Employee Benefit Trust.
(17) Includes 4,065 shares credited to Mr. Korzekwinski's account in the
Bank's 401(k) Savings Plan, 3,010 shares credited to his account in the
Company's Stock-Based Profit Sharing Plan, 11,480 unvested shares of
restricted stock, 26,640 shares underlying exercisable stock options, and
6,507 shares representing his proportionate voting interest in the
Company's Employee Benefit Trust.
(18) Includes 43,521 shares credited to accounts of executive officers in the
Bank's 401(k) Savings Plan, 19,005 shares credited to their accounts in
the Company's Stock-Based Profit Sharing Plan, 153,840 unvested shares of
restricted stock held by executive officers and directors, 389,760 shares
underlying exercisable stock options held by executive officers and
directors, and 39,042 shares representing the proportionate voting
interest of executive officers in the Company's Employee Benefit Trust.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based solely on a review of copies of reports furnished to the Company or
written representations that no other reports were required, the Company
believes that during the fiscal year ended December 31, 1999, all filing
requirements under Section 16(a) of the Securities Exchange Act of 1934
applicable to its executive officers and directors were complied with except
that Gerard P. Tully, Sr. filed one late Form 4 reporting one transaction.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
The Board of Directors of the Company consists of 11 directors divided into
three classes which are as equal in number as possible. The directors hold
office for staggered terms of three years (and until their successors are
elected and qualified). One of the three classes, comprising approximately one
third of the directors, is elected each year to succeed the directors whose
terms are expiring. The directors in Classes C and A are serving terms
expiring at the annual meeting of stockholders in 2001 and 2002, respectively.
The directors in Class B, whose terms expire at the 2000 Annual Meeting, are
Louis C. Grassi, Robert A. Marani, Franklin F. Regan, Jr. and John E. Roe, Sr.
Each of these directors (each, a "Board Nominee") has been nominated by the
Board of Directors to stand for re-election for a term expiring at the annual
meeting of stockholders to be held in 2003. Each Board Nominee has consented
to being named in this Proxy Statement and to serve if elected.
UNLESS OTHERWISE INSTRUCTED, IT IS THE INTENTION OF THE PROXY HOLDERS TO
VOTE THE PROXIES RECEIVED BY THEM IN RESPONSE TO THIS SOLICITATION FOR THE
ELECTION OF THE BOARD NOMINEES AS DIRECTORS. IF ANY BOARD NOMINEE SHOULD
REFUSE OR BE UNABLE TO SERVE, THE PROXIES WILL BE VOTED FOR SUCH PERSON AS
SHALL BE DESIGNATED BY THE BOARD OF DIRECTORS TO REPLACE SUCH NOMINEE. THE
BOARD OF DIRECTORS HAS NO REASON TO BELIEVE THAT ANY OF THE BOARD NOMINEES
WILL REFUSE OR BE UNABLE TO SERVE AS A DIRECTOR IF ELECTED.
5
<PAGE>
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE
"FOR" ELECTION OF THE BOARD NOMINEES AS DIRECTORS.
The following table sets forth certain information regarding the Board
Nominees and the other members of the Board of Directors of the Company.
<TABLE>
<CAPTION>
POSITION(S) WITH THE DIRECTOR TERM
NAME AGE(1) COMPANY SINCE(2) EXPIRES
- ---- ------ -------------------------- -------- -------
<S> <C> <C> <C> <C>
Gerard P. Tully, Sr........ 72 Chairman of the Board 1967 2001
Michael J. Hegarty......... 60 President, Chief Executive 1987 2002
Officer and Director
James D. Bennett........... 61 Director 1998 2002
John M. Gleason............ 82 Director 1961 2001
Louis C. Grassi............ 44 Director 1998 2003(3)
Robert A. Marani........... 77 Director 1977 2003(3)
John O. Mead............... 77 Director 1987 2002
Vincent F. Nicolosi........ 60 Director 1977 2001
Franklin F. Regan, Jr. .... 70 Director 1969 2003(3)
John E. Roe, Sr............ 66 Director 1968 2003(3)
Michael J. Russo........... 65 Director 1984 2002
</TABLE>
- --------
(1)As of December 31, 1999.
(2) With the exception of Messrs. Bennett and Grassi, who commenced service as
directors of the Company on September 29, 1998, all other directors
commenced service as directors of the Company on May 10, 1994, one day
after the date of the Company's incorporation. The dates set forth above
are the dates the individuals commenced service as directors or trustees
of the Bank or its predecessor.
(3)Subject to re-election at the Annual Meeting.
Set forth below is certain information with respect to the Board Nominees
and other directors of the Company. Unless otherwise indicated, the principal
occupation listed for each person below has been his or her principal
occupation for the past five years.
BOARD NOMINEES
LOUIS C. GRASSI is Managing Partner of Grassi & Co., CPAs, P.C. located in
Lake Success, New York, with a practice in accounting, tax and management
consulting services. He is a member of the Board of Directors of the New York
State Society of Certified Public Accountants and is Chairman of the Society's
Task Force on Professional Liability Insurance. In addition, he is a licensed
certified fraud examiner, an author and an editor of a national tax and
accounting publication.
ROBERT A. MARANI is a licensed real estate broker who worked through the
offices of Flushing Kent Realty Corp. until his retirement in 1992. He is a
commercial real estate developer currently managing family-owned commercial
real estate properties in New York and New Jersey.
FRANKLIN F. REGAN, JR. maintains a general law practice in Flushing, New
York specializing in real estate, banking and estate work.
JOHN E. ROE, SR. is Chairman of the Board and Chief Executive Officer of
City Underwriting Agency, Inc., insurance brokers located in Lake Success, New
York.
6
<PAGE>
CONTINUING DIRECTORS
GERARD P. TULLY, SR. has served as Chairman of the Board of the Company
since its formation in 1994, and as Chairman of the Board of the Bank since
1980. Mr. Tully served as Chief Executive Officer of the Bank from 1981
through 1989. Mr. Tully is the Chief Executive Officer and a director of Van-
Tulco, Inc., a construction company, and Bainbridge Avenue Corp., 1620 Ralph
Avenue Corp. and Contractors Associates Inc., each a real estate holding
company.
MICHAEL J. HEGARTY has served as President and Chief Executive Officer of
the Company and the Bank since October 1, 1998. He joined the Company as
Executive Vice President and Corporate Secretary and the Bank as Executive
Vice President and Chief Operating Officer in 1995. Prior to that, he was Vice
President, Finance as well as Corporate Secretary and Treasurer and a director
of EDO Corporation, a manufacturer of defense systems and components. Mr.
Hegarty remains a director of EDO Corporation.
JAMES D. BENNETT is a partner in the law firm of Bennett, Rice & Schure, LLP
in Rockville Centre, New York with a practice in civil law and real estate. He
also serves as Chief Executive Officer of Land Enterprises, Inc., a realty
investment and management firm. Mr. Bennett currently serves as a Commissioner
of the New York State Public Service Commission. In the past, he has served as
Trustee of both the Long Island Power Authority and the New York State
Conservation Fund Advisory Council and as Supervisor and Councilman of the
Town of Hempstead.
JOHN M. GLEASON is a New York State licensed funeral director and Chairman
of the Board of Martin A. Gleason, Inc., which operates funeral homes and real
estate located in Flushing and Whitestone, New York.
JOHN O. MEAD served, until his retirement in 1990, as President and Chairman
of the Board of Printfab, Inc., a fabric marketing company located in New
York, New York, and Printed Fabrics Corp., a fabric manufacturing company
located in Carrollton, Georgia.
VINCENT F. NICOLOSI is an attorney in Bayside, New York with a general
practice specializing in civil and criminal litigation. Mr. Nicolosi was
formerly a partner in the law firm of Nicolosi & Sciacca located in Bayside,
New York. Since December 1998, he has served as a Commissioner of the New York
State Investigation Commission.
MICHAEL J. RUSSO is self-employed as a consulting engineer and serves as
Chairman of the Board of Anthony Russo, Inc., a general contracting firm, and
of Fresh Meadow Mechanical Corp., a mechanical contracting firm, for which he
also serves as Corporate Secretary. Mr. Russo is President and Director of
Operations of Northeastern Aviation Corp., an aircraft charter and management
firm, and is President of Landmark Associates Ltd., commercial real estate
developers. Mr. Russo is a partner in AMF Associates, a commercial real estate
company. Mr. Russo also serves as chairman of the Board of Trustees of
Flushing Hospital Medical Center.
The Company and the Bank regret the death of James F. McConnell. Mr.
McConnell served as a director of the Company and the Bank until his death on
November 24, 1999. Mr. McConnell had retired as President and Chief Executive
Officer of the Company and the Bank on October 1, 1998.
7
<PAGE>
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
The following persons currently serve as executive officers who are not
directors of the Company.
<TABLE>
<CAPTION>
NAME AGE(1) POSITION(S) WITH THE COMPANY
- ---- ------ ----------------------------
<S> <C> <C>
Monica C. Passick.......... 61 Senior Vice President, Treasurer
and Chief Financial Officer
Henry A. Braun............. 54 Senior Vice President
Robert L. Callicutt........ 57 Senior Vice President
Francis W. Korzekwinski.... 37 Senior Vice President
Anna M. Piacentini......... 53 Senior Vice President and Corporate Secretary
</TABLE>
- --------
(1) As of December 31, 1999.
Set forth below is certain information with respect to the executive
officers who are not directors of the Company.
MONICA C. PASSICK has been Senior Vice President, Treasurer and Chief
Financial Officer of the Company since its formation in 1994. Ms. Passick
joined the Bank in 1979 as an Assistant Treasurer. She was appointed
Controller of the Bank in 1982 and Vice President in 1983. In 1993, Ms.
Passick was promoted to Senior Vice President/Finance of the Bank. Ms. Passick
is a Certified Public Accountant.
HENRY A. BRAUN has been a Senior Vice President of the Company since 1995.
Mr. Braun joined the Bank in 1994 as Senior Vice President/Bank Operations, a
position he previously held at The Greater New York Savings Bank where he was
employed for five years. Prior to that, Mr. Braun was with The Williamsburgh
Savings Bank for twenty years rising from Assistant Vice President/EDP Auditor
to Vice President/Auditor to Senior Vice President/Operations to Executive
Vice President and Chief Operating Officer.
ROBERT L. CALLICUTT was elected a Senior Vice President of the Company in
1999. Mr. Callicutt joined the Bank in 1995 as Vice President of Residential
Mortgage Banking. Prior to joining the Bank, he was Senior Vice President of
Mid-Island Equities Corp., a mortgage banking company, for seven years. Prior
to that he served as Vice President and Manager of Dean Witter Reynolds.
FRANCIS W. KORZEKWINSKI was elected a Senior Vice President of the Company
in 1999. Mr. Korzekwinski joined the Bank in 1993 as Assistant Vice President
of Commercial Real Estate and was promoted to Vice President in 1995. He is
also responsible for the New York Federal Division of the Bank. Prior to
joining the Bank, Mr. Korzekwinski was Vice President, Mortgage Officer at
Bankers Federal Savings Bank, FSB for five years. Prior to that, he served as
Vice President of Secondary Marketing for a mortgage banking company.
ANNA M. PIACENTINI has been a Senior Vice President of the Company since
1995. In 1998, Ms. Piacentini was named Corporate Secretary of the Company.
Ms. Piacentini joined the Bank in 1969 as a Customer Service Representative
and has served as an Executive Assistant for Branch Operations, Assistant
Secretary for Human Resources and Assistant Vice President of Human Resources.
In 1984, Ms. Piacentini was named Vice President/Human Resources of the Bank
and in 1994 was promoted to Senior Vice President/Human Resources of the Bank.
Ms. Piacentini has served as Corporate Secretary of the Bank since 1995.
8
<PAGE>
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS OF THE COMPANY AND OF THE
BANK
The Board of Directors meets on a monthly basis and may have additional
special meetings upon the request of the Chairman of the Board, the President
or a majority of directors in office at the time. During 1999, the Board of
Directors held 12 regular meetings and one special meeting. No director
attended less than 75% of the meetings of the Board of Directors and its
committees on which he served. The Board of Directors has established the
following committees, among others:
Compensation Committee. The Compensation Committee is composed of Messrs.
Nicolosi (Chairman), Grassi, Mead, Roe and Russo. This committee has primary
responsibility for establishing and administering the compensation and benefit
programs of the Company for its executive officers and other key personnel,
and recommends to the Board of Directors grants to employees under the
Company's stock option and restricted stock plans. This committee meets on an
as needed basis. During 1999, this committee met five times.
Audit Committee. The Audit Committee is composed of Messrs. Grassi
(Chairman), Gleason, Mead, Roe and Russo. This committee, formerly known as
the Examining and Audit Committee, meets quarterly to report to the Board of
Directors concerning the results of regulatory examinations, internal audits
and audits by the Company's independent public accountants; the status of
actions taken to correct conditions reported; and any other matters affecting
the internal controls of the Company. This committee also meets with the
Company's outside auditors and implements the audit requirements under
applicable federal regulations. Mr. Grassi was appointed Committee Chairman on
January 18, 2000, replacing Mr. Mead who remains a member of this committee.
During 1999, this committee met four times.
Nominating Committee. The Nominating Committee is composed of Messrs.
Marani, Regan, Roe, Russo and Tully. This committee has primary responsibility
for identifying and appointing nominees for the Board of Directors of the
Company. This committee held no meetings during 1999.
In addition to the committees described above, the Board of Directors has
established an Executive Committee, an Insurance Committee, an Investment
Committee, and a Planning Committee.
The business of the Bank is conducted at regular and special meetings of the
Bank's Board of Directors (the "Bank Board") and its committees. The Bank
Board and the Board of Directors are identically constituted. During 1999, the
Bank Board held 12 regular meetings and one special meeting.
The Bank Board maintains executive, insurance, investment, nominating,
planning, compensation and audit committees. The membership of these
committees is the same as the comparable committees of the Company's Board of
Directors. These committees serve substantially the same functions at the Bank
level as those of the Company. The Bank Board also maintains a loan committee,
a compliance committee, a CRA committee and an ethics committee. No director
attended less than 75% of the meetings of the Bank Board and its committees on
which he served. Nominations for directors of the Bank are made by the
nominating committee.
DIRECTOR COMPENSATION
Fee Arrangements. Directors who are not executive officers of the Company or
the Bank ("Outside Directors") currently receive an annual retainer of $20,000
from the Bank, with no additional retainer from the Company. Outside Directors
also receive meeting fees of $900 for each Board or Bank Board meeting
attended and $450 for each committee meeting attended, whether or not they are
members of such committee. However, where the Board of Directors and the Bank
Board meet on the same day, directors receive only a single board meeting fee
for such meetings. Similarly, directors receive only a single committee
meeting fee where identically constituted committees of the Board of Directors
and Bank Board meet on the same day. In addition to the retainer and meeting
fees, Mr. Tully receives a fee of $135,000 per year for providing additional
consulting services to the Bank and the Company in his capacity as Chairman.
Outside Directors also receive a fee for conducting on-site inspections of
proposed real estate collateral for certain loans in excess of $500,000. For
each day that a director conducts such inspections, the director receives a
fee of $400 for the first property inspected and $200 for each additional
property inspected on that day.
9
<PAGE>
For the year ended December 31, 1999, the aggregate amount of retainer,
meeting and site inspection fees paid by the Bank to Outside Directors
(including fees paid to Mr. McConnell prior to his death) was $458,650 and the
amount of fees for consulting services paid to Mr. Tully and Mr. McConnell was
$125,833 and $152,083, respectively. For the year ended December 31, 1999, the
Bank paid an aggregate of $161,220 to Mr. Regan as a retainer for general
legal services and for fees in connection with mortgage foreclosure actions.
Also during 1999, the Bank paid $8,603 in legal fees to Mr. Nicolosi for
certain litigation and contract matters. See "Compensation Committee
Interlocks and Insider Participation" and "Certain Transactions."
Director Deferred Compensation Plan. The Bank has adopted an Outside
Director Deferred Compensation Plan pursuant to which Outside Directors may
elect to defer all or a portion of their annual retainer, meeting fees, and
inspection fees. Deferred amounts are credited with earnings based on certain
mutual fund investments. The deferred amounts plus earnings thereon will be
paid to the director in cash after the director's termination of service,
either in a lump sum or, if the director so elects, in installments over a
period not to exceed five years. The Company has guaranteed the payment of
benefits under the Outside Director Deferred Compensation Plan. A director's
right to receive benefits under the plan is no greater than the right of an
unsecured general creditor of the Bank or the Company.
Director Retirement Plan. The Bank has adopted an Outside Director
Retirement Plan, which provides benefits to each Outside Director who served
as an Outside Director for at least two years and whose years of service as an
Outside Director (including service as a director or trustee of the Bank or
its predecessor) plus age equals or exceeds 75. Benefits are also payable to
an Outside Director whose status as an Outside Director terminates due to
death or disability or who is an Outside Director upon a change of control (as
defined below). However, no benefits will be payable to a director who is
removed for cause. An eligible director will be paid an annual retirement
benefit equal to the last annual retainer paid prior to the director's
retirement plus the total amount of Board and Bank Board meeting fees which
were paid to the director for the 12 months immediately preceding retirement.
Such benefit will be paid in equal monthly installments for the lesser of the
number of months such director served as an Outside Director or 120 months;
provided, however, that the retirement benefits will be paid in a cash lump
sum in the event of a change of control. If the Outside Director dies before
receiving all benefits payable under the plan, the remaining benefits will be
paid to the Outside Director's surviving spouse. The Company has guaranteed
the payment of benefits under the Outside Director Retirement Plan. A
director's right to receive benefits under the plan is no greater than the
right of an unsecured general creditor of the Bank or the Company.
Stock Options and Restricted Stock. Pursuant to the Company's restricted
stock and stock option plans, each person who was an Outside Director on the
effective date of such plans, or who became an Outside Director after such
date and before May 20, 1998, received (after adjustment to reflect the
Company's 1998 stock split) a one-time grant of 14,100 shares of restricted
stock and options to purchase 43,125 shares of Common Stock. Each person who
becomes an Outside Director on or after May 20, 1998 will receive (to the
extent there are shares available), as of the date of his or her first
election, 3,750 shares of restricted stock and options to purchase 7,500
shares of Common Stock. Options granted to Outside Directors under the
Company's stock option plan have an exercise price equal to the fair market
value of the Common Stock on the date of grant of the option and are granted
with tandem limited stock appreciation rights. Each stock option and
restricted stock grant vests with respect to 20% of the covered shares on each
of the first five anniversaries of the grant date, provided that the Outside
Director is then serving on the Board of Directors of the Company or one of
its subsidiaries. The grants vest in full upon the Outside Director's
termination of service by reason of death, disability or retirement, or in the
event of a change of control of the Company.
Indemnity Agreements. The Company and the Bank have entered into an
Indemnity Agreement with each of the directors and executive officers, which
agreements provide for mandatory indemnification of each director or executive
officer to the full extent permitted by law for any claim arising out of such
person's service to the Company or the Bank. The agreements provide for
advancement of expenses and specify procedures for determining entitlement to
indemnification in a particular case.
10
<PAGE>
EXECUTIVE COMPENSATION
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
Compensation Philosophy. The Company's executive compensation program is
intended to link management's pay with the Company's annual and long-term
performance. The Compensation Committee believes it is important to attract
and retain highly-qualified senior managers by providing compensation
opportunities that are both competitive with the market for executive talent
and consistent with the Company's performance.
The following is a discussion of the Company's executive compensation
program, including a description of the decisions and actions taken by the
Compensation Committee with respect to fiscal 1999 compensation for the Chief
Executive Officer (the "CEO").
Salary and Incentive Bonus. In determining the base salary and annual
incentive bonus of executive officers, the Compensation Committee takes into
consideration a variety of factors, including the executive's level of
responsibility, individual performance, and the financial and operational
performance of the Company and the Bank in relation to their competition in
the industry. Based on an analysis of salary and bonus paid by savings
institutions of comparable size in the Company's geographical area, the
Compensation Committee determined that salary and bonus levels of the
Company's executive officers were at the median. The salary and bonus levels
set by the Compensation Committee for 1999, as in 1998, were intended to
maintain compensation levels at or slightly above the midpoint level of the
peer group.
The annual incentive bonus paid to executive officers is determined by the
Compensation Committee in its discretion at the end of the year based on its
assessment of the Company's and the Bank's performance during the year. The
individual contribution of each executive officer to corporate performance is
a significant factor in determining the amount of his or her annual incentive
bonus.
During 1999, Mr. Hegarty's annual rate of base salary was increased to
$400,000. This amount is equal to the rate which was being paid to Mr.
Hegarty's predecessor prior to that individual's retirement over a year ago.
Mr. Hegarty's bonus for 1999 of $140,000 reflects an increase of $50,000 over
1998. The increases in salary and bonus were determined by the Committee's
assessment of (1) the competitive marketplace compensation for positions of
comparable responsibility among similar financial institutions and (2) the
Company's financial and operational performance. Of mention are the increases
in earnings and assets of the Company, the control over operating costs and
the expansion of the Company's branch operations, as to each of which Mr.
Hegarty played an important role.
Long-Term Compensation. In 1996, the Company adopted stock option and
restricted stock plans to provide executives and other employees with long-
term incentives which increase their mutuality of interests with the Company's
shareholders. The Committee has not granted awards under these plans since
1996, other than awards to newly hired or promoted employees. Given the length
of time that passed since the original grant of awards, during 1999, the
Compensation Committee granted additional awards to the Company's executive
officers and other key employees. These additional awards are intended to
serve as incentive for these executive officers and employees to remain with
the Company at a time when the market for executive and other talent is tight
making it difficult to attract and retain qualified employees.
Submitted by the Compensation Committee of the Board of Directors,
Vincent F. Nicolosi Louis C. Grassi John O. Mead
Chairman
John E. Roe, Sr. Michael J. Russo
11
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During 1999, the Compensation Committee consisted of Messrs. Nicolosi
(Chairman), Grassi, Mead, Roe and Russo. None of the current members of the
Compensation Committee are former officers of the Company or the Bank. During
1999, the Bank paid $8,063 in legal fees to Mr. Nicolosi for certain
litigation and contract matters.
Under the Bank's lending policies, residential mortgage loans to immediate
family members of directors are made at market rates of interest and other
normal terms but with reduced origination fees. Five such loans outstanding to
immediate family members of directors who were members of the Compensation
Committee during 1999 had balances in excess of $60,000 at some time since the
beginning of 1999. The highest aggregate balance of those loans at any time
since January 1, 1999 was $715,004 and the aggregate balance of those loans at
February 29, 2000 was $523,883. All of such loans were made in the ordinary
course of business and were fully approved in accordance with all of the
Bank's credit underwriting standards. The Bank believes that such loans do not
involve more than the normal risk of collectability or present other
unfavorable features.
STOCK PERFORMANCE GRAPH
The following graph shows a comparison of cumulative total stockholder
return on the Common Stock since November 21, 1995 (the date on which the
Common Stock began trading) with the cumulative total returns of a broad
equity market index and two published industry indices. The broad equity
market index chosen was the Center for Research in Security Prices ("CRSP")
Total Return Index for the Nasdaq Stock Market (US). Of the two published
industry indices, the CRSP Total Return Index for Nasdaq Bank Stocks has
historically been chosen to measure the performance of the Common Stock.
However, this index includes large, multinational commercial banks and other
financial institutions that compete, both geographically and in terms of
products and services offered, in markets in which the Company is unable to
participate. While this index has tracked well with the Company's peer group
in the past, in the current rapidly changing market environment it no longer
reflects the market or the performance of the Company and its peers. For this
reason, the Company has chosen to replace the CRSP Total Return Index for
Nasdaq Bank Stocks with the SNL Thrift Index. The SNL Thrift Index more
accurately reflects the Company's peer group and serves as a more meaningful
measure of the Company's performance. The graph below reflects historical
performance only, which is not indicative of possible future performance of
the Common Stock.
12
<PAGE>
COMPARISON OF CUMULATIVE TOTAL RETURN AMONG THE COMMON STOCK,
CRSP TOTAL RETURN INDEX FOR THE NASDAQ STOCK MARKET (U.S.),
CRSP TOTAL RETURN INDEX FOR THE NASDAQ BANK STOCKS AND
SNL THRIFT INDEX (1)
[LINE GRAPH]
CRSP Total CRSP Total
Flushing Return Index Return Index
Financial for the Nasdaq for Nasdaq SNL Thrift
Corporation Stock Market (US) Bank Stocks Index
----------- ----------------- ------------ ----------
11/21/95 $100.00 $100.00 $100.00 $100.00
12/31/95 $108.13 $102.84 $104.25 $103.67
12/31/96 $128.03 $126.46 $137.64 $135.07
12/31/97 $170.33 $155.15 $230.46 $229.83
12/31/98 $171.52 $218.10 $228.27 $202.14
12/31/99 $164.11 $394.89 $219.98 $165.12
(1) Assumes $100 invested on November 21, 1995 and all dividends reinvested
through the end of the Company's fiscal year ended December 31, 1999. The
price of the Common Stock issued in the Company's initial pubic offering
was $7.67 per share. The performance graph above is based upon closing
prices on the trading day specified. The Common Stock closed on November
21, 1995, its first day of trading activity, at $9.4792 per share. All
share and per share amounts have been adjusted to reflect the three-for-two
split of the Company's Common Stock paid in the form of a dividend on
September 30, 1998.
13
<PAGE>
SUMMARY COMPENSATION TABLE
The following table sets forth the compensation paid by the Company and the
Bank during the years ended December 31, 1999, 1998 and 1997 to the current
Chief Executive Officer and certain other executive officers.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL
COMPENSATION LONG TERM COMPENSATION
-------------------- -------------------------
SECURITIES
RESTRICTED UNDERLYING
NAME AND PRINCIPAL STOCK OPTIONS/ ALL OTHER
POSITION(S) YEAR SALARY BONUS AWARDS(1) SARS(#) COMPENSATION
- ------------------ ---- -------- -------- ------------ ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
Michael J. Hegarty...... 1999 $409,953(2) $140,000 $ 310,000 40,000 $98,155(3)
President and Chief Ex-
ecutive 1998 324,504(2) 90,000 202,500 30,000(4) 81,635
Officer of the Company
and the Bank 1997 269,500(2) 78,000 -- -- 72,188
Monica C. Passick....... 1999 $137,165 $ 42,000 $ 77,500 10,000 $25,439(5)
Senior Vice President,
Treasurer, and 1998 129,620 29,000 -- -- 23,070
Chief Financial Officer
of the 1997 125,859 28,100 -- -- 21,149
Company; Senior Vice
President/
Finance of the Bank
Francis W. Korzekwinski. 1999 $130,096 $ 41,000 $ 77,500 10,000 $23,856(6)
Senior Vice President
of the Company; 1998 105,192 26,400 -- -- 18,667
Senior Vice
President/Commercial 1997 90,000 20,900 -- -- 15,037
Real Estate of the Bank
Henry A. Braun.......... 1999 $122,089 $ 39,000 $ 77,500 10,000 $19,943(7)
Senior Vice President
of the Company; 1998 112,700 25,400 -- -- 16,890
Senior Vice President/ 1997 107,849 24,200 -- -- 14,297
Bank Operations of the
Bank
Robert L. Callicutt..... 1999 $116,308 $ 36,000 $ 77,500 10,000 $21,493(8)
Senior Vice President
of the Company; 1998 104,000 21,600 -- -- 18,250
Senior Vice
President/Residential 1997 96,500 20,000 -- -- 15,636
Mortgage Banking of the
Bank
</TABLE>
- --------
(1) Reflects dollar value of restricted stock granted, calculated by
multiplying the number of shares granted by the closing market price of
the Common Stock on the date of grant. The number of shares of restricted
stock held by each of the named executive officers on December 31, 1999
and the dollar value of such shares (based on the closing market price of
the Common Stock on such date) are as follows: Mr. Hegarty 42,200 shares,
$625,109; Ms. Passick 13,400 shares, $198,494; Mr. Korzekwinski 11,480
shares, $170,053; Mr. Braun 12,080 shares, $178,941; and Mr. Callicutt
11,480 shares, $170,053. All grants of restricted stock vest 20% per year
beginning one year after the date of grant, subject to immediate vesting
in the event of death, disability, retirement, or a change of control.
Dividends are paid on all shares of restricted stock.
(2) Includes mandatory deferred compensation equal to 10% of salary.
(3) Consists of $4,892 in matching contributions to the Bank's 401(k) Savings
Plan, $13,037 in contributions to the Company's Stock-Based Profit Sharing
Plan, $30,000 credited toward Supplemental Retirement Benefits, and
$50,226 credited under the Bank's Supplemental Savings Incentive Plan.
(4) These stock option grants have been adjusted to reflect the three-for-two
split of the Company's Common Stock paid in the form of a dividend on
September 30, 1998.
(5) Consists of $3,707 in matching contributions to the Bank's 401(k) Savings
Plan, $13,037 in contributions to the Company's Stock-Based Profit Sharing
Plan, and $8,695 credited under the Bank's Supplemental Savings Incentive
Plan.
(6) Consists of $3,451 in matching contributions to the Bank's 401(k) Savings
Plan, $12,986 in contributions to the Company's Stock-Based Profit Sharing
Plan, and $7,419 credited under the Bank's Supplemental Savings Incentive
Plan.
(7) Consists of $2,901 in matching contributions to the Bank's 401(k) Savings
Plan, $12,823 in contributions to the Company's Stock-Based Profit Sharing
Plan, and $4,219 credited under the Bank's Supplemental Savings Incentive
Plan.
(8) Consists of $3,144 in matching contributions to the Bank's 401(k) Savings
Plan, $11,717 in contributions to the Company's Stock-Based Profit Sharing
Plan, and $6,632 credited under the Bank's Supplemental Savings Incentive
Plan.
14
<PAGE>
STOCK OPTIONS
The following table contains certain information with respect to stock
options granted in 1999 under the Company's Stock Option Plan to the named
executive officers.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL
REALIZABLE VALUE
AT ASSUMED RATES
OF STOCK PRICE
APPRECIATION FOR
OPTION TERM (10
INDIVIDUAL GRANTS YEARS)(4)
---------------------------------------------------------- -----------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS/SARS
UNDERLYING GRANTED TO EXERCISE OR
GRANT OPTIONS/SARS EMPLOYEES IN BASE PRICE EXPIRATION
NAME DATE GRANTED(1) FISCAL YEAR ($/SHARE)(2) DATE(3) 5% 10%
- ---- -------- ------------ ------------ ------------ ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Michael J. Hegarty...... 06/29/99 40,000 26.00% 15.44 06/28/2009 $388,406 $984,295
Monica C. Passick....... 06/29/99 10,000 6.50% 15.44 06/28/2009 97,101 246,074
Henry A. Braun.......... 06/29/99 10,000 6.50% 15.44 06/28/2009 97,101 246,074
Robert L. Callicutt..... 06/29/99 10,000 6.50% 15.44 06/28/2009 97,101 246,074
Francis W. Korzekwinski. 06/29/99 10,000 6.50% 15.44 06/28/2009 97,101 246,074
</TABLE>
- --------
(1) Each stock option was granted with a tandem limited stock appreciation
right that may be exercised only within 90 days after a change of control.
The stock options become exercisable in 20% increments on each of the
first five anniversaries of the date of grant, subject to acceleration in
the event of death, disability, retirement or a change of control.
(2) Pursuant to the Stock Option Plan, the exercise price equals the mean of
the high and low sales price of the Common Stock on the day before the
grant date.
(3) The stock options (and tandem limited stock appreciation rights) are
subject to termination prior to their expiration date in the event of
termination of employment.
(4) The potential realizable value reflected in the table represents the
difference between (i) the price the Common Stock would attain at the end
of the option's 10-year term if the price appreciated from the date of the
stock option grant at a rate of 5% or 10% per year (as the case may be),
and (ii) the option exercise price. The amounts shown in the table are the
result of multiplying the amount described above by the number of options
granted to the respective individual on the applicable grant date.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
# OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED IN-
OPTIONS/SARS AT FY- THE-MONEY OPTIONS/SARS AT
SHARES VALUE END(#)(1) FY-END($)(2)
ACQUIRED ON REALIZED ------------------------- -------------------------
NAME EXERCISE(#)(1) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- -------------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Michael J. Hegarty...... -- -- 45,600 90,400 163,109 142,399
Monica C. Passick....... -- -- 32,400 31,600 126,691 84,461
Henry A. Braun.......... -- -- 28,440 28,960 111,390 74,260
Robert L. Callicutt..... 8,400 $15,400 18,240 27,760 70,764 69,480
Francis W. Korzekwinski. -- -- 26,640 27,760 104,221 69,480
</TABLE>
- --------
(1) The number of shares has been adjusted to reflect the three-for-two split
of the Company's Common Stock paid in the form of a dividend on September
30, 1998.
(2) The value of each unexercised in-the-money stock option (or tandem limited
stock appreciation right) is equal to the difference between $14.813 (the
closing price of the Common Stock on December 31, 1999) and the exercise
price of the stock option.
EMPLOYMENT, SEVERANCE AND CHANGE OF CONTROL ARRANGEMENTS
Employment Agreements. The Bank and the Company are parties to employment
agreements with Mr. Hegarty, Ms. Passick, Mr. Korzekwinski, Mr. Braun and Mr.
Callicutt (collectively, the "Employment Agreements"). The Employment
Agreements establish the respective duties and compensation of these
individuals and are intended to ensure that the Bank and the Company will be
able to maintain a stable and competent management team. The continued success
of the Bank and the Company depends to a significant degree on the skills and
competence of these executive officers.
15
<PAGE>
The Employment Agreements are substantially similar. The Employment
Agreement with Mr. Hegarty has an initial three-year term and each of the
other Employment Agreements has an initial two-year term. Prior to the
completion of each year during the term of the agreement, the agreement is
subject to renewal for an additional year. Thus, the unexpired term of the
agreement at any time will generally vary between two and three years, in the
case of Mr. Hegarty, and between one and two years, in the case of the other
executives.
The Employment Agreements provide for a base salary that will be reviewed
annually, customarily in July, with an effective date retroactive to July 1.
In this regard, the base salaries of Mr. Hegarty, Ms. Passick,
Mr. Korzekwinski, Mr. Braun and Mr. Callicutt in effect as of July 1, 1999
were $400,000, $137,520, $135,000, $124,200, and $120,000 respectively. In the
case of Mr. Hegarty, an additional amount equal to 10% of base salary is
deferred each year and is credited with earnings based on mutual fund
investments. The deferred amounts plus earnings thereon will be paid to Mr.
Hegarty upon termination of employment in three annual installments. In
addition to any other pension benefit to which he may be entitled, the Bank is
required to credit to a bookkeeping account for Mr. Hegarty, as a supplemental
retirement benefit, $30,000 in May of each year in the period 1996-2000. The
account is required to be credited with earnings based on mutual fund
investments for the period commencing with the earlier of Mr. Hegarty's
termination of employment or May 27, 2000. Mr. Hegarty's supplemental
retirement benefit will be payable upon termination of employment (other than
for cause) in three annual installments. In accordance with his agreement, Mr.
Hegarty's deferred compensation, supplemental retirement benefits, and
benefits under the Bank's Supplemental Savings Incentive Plan have been funded
in a "grantor trust."
The Employment Agreements provide for termination of the executive's
employment by the Bank or the Company with or without cause at any time. The
executive would be entitled to a lump sum severance payment and certain
additional benefits upon the occurrence of certain events: the Company's or
the Bank's termination of the executive's employment for reasons other than
for cause, the executive's resignation during the 60-day period commencing six
months following a change of control (as defined below), or the executive's
resignation from the Bank and the Company following (i) failure to re-elect
the executive to his or her current offices, (ii) a material adverse change in
the executive's functions, duties or responsibilities, (iii) relocation of the
executive's place of employment outside the Borough of Queens, (iv) failure to
renew the Employment Agreement by the Bank or Company, or (v) a material
breach of the Employment Agreement by the Bank or the Company. The lump sum
severance payment would be equal to the salary payments and bonuses (based on
the highest bonus received in the last three years preceding termination)
otherwise payable if the executive's employment had continued for an
additional 24 months (36 months for Mr. Hegarty). In addition, Mr. Hegarty
will be entitled to receive a lump sum payment of the deferred compensation
and supplemental retirement benefits that would have been credited during such
period. Each executive's Employment Agreement with the Company provides that
if the executive receives payments that would be subject to the excise tax on
excess parachute payments imposed by Section 4999 of the Internal Revenue
Code, the executive will be entitled to receive an additional payment (a
"gross-up") in an amount necessary to put the executive in the same after-tax
position as if such excise tax had not been imposed.
Assuming a change of control had occurred on December 31, 1999, Mr. Hegarty,
Ms. Passick, Mr. Korzekwinski, Mr. Braun and Mr. Callicutt would have received
cash lump sum severance payments equal to approximately $1,770,000, $359,040,
$352,000, $326,400, and $312,000 based on their salaries and bonuses as of
that date. The preceding amounts do not take into account the gross-up,
amounts related to termination of the Employee Benefit Trust, or other amounts
payable under the Employment Agreements.
In the event an executive terminates employment due to "disability," which
is defined generally to mean the inability of the executive to perform his or
her duties for 270 consecutive days due to incapacity, each Employment
Agreement provides that the executive would receive 100% of his or her salary
and bonus for the first six months, 75% for the next six months and 60% for
the balance of the term (less any benefits payable to the executive under any
disability insurance coverage maintained by the Company or the Bank). The
Employment Agreement for Mr. Hegarty provides that in the event of termination
of employment due to disability, he would receive the reduced salary described
above, the deferred compensation benefit based on such
16
<PAGE>
reduced salary, and a lump sum payment of the supplemental retirement benefit
that would have been payable to him if his employment had terminated after the
maximum supplemental retirement benefit had been credited to him.
The Employment Agreements provide that in the event the executive's
employment terminates due to death, the executive's beneficiaries (or estate)
would receive a lump sum payment of the executive's earned but unpaid salary,
plus, in the case of Mr. Hegarty, a lump sum payment of his accrued deferred
compensation benefit and the supplemental retirement benefit that would have
been payable to him if his employment had terminated after the maximum
supplemental retirement benefit had been credited to him.
In the event an executive terminates employment for reasons not described
above or the executive's employment is terminated for cause, the executive
would receive only his or her earned but unpaid salary. Mr. Hegarty would also
receive his accrued deferred compensation benefit, and except upon a
termination for cause, his accrued supplemental retirement benefit.
Change of Control Arrangements. Upon a change of control (as defined below),
in addition to the provisions of the Employment Agreements described above,
(i) all outstanding restricted stock held by then-current employees and
Outside Directors will immediately vest; (ii) all outstanding stock options
(and tandem limited stock appreciation rights ("SARs")) held by then-current
employees and Outside Directors will become immediately exercisable; (iii) the
exercise of an outstanding SAR within 90 days after the change of control will
entitle the holder to receive a cash payment equal to the excess of (A) the
highest price per share of Common Stock paid during the 90-day period prior to
the exercise of the SAR or the change of control over (B) the exercise price
of the related stock option; and (iv) the Employee Benefit Trust which was
established by the Company to satisfy its obligations under certain employee
benefit plans will terminate and any trust assets remaining after repayment of
the Company's loan to the trust and certain benefit plan contributions will be
distributed to all full-time employees of the Company or one of its
subsidiaries with at least one year of service, in proportion to their
compensation over the current year and the preceding four years.
Definition of Change of Control. A "change of control" is generally defined,
for purposes of the Employment Agreements and benefit plans maintained by the
Company or the Bank, to mean: (a) the acquisition of all or substantially all
of the assets of the Bank or the Company; (b) the occurrence of any event if,
immediately following such event, a majority of the members of the Board of
Directors of the Bank or the Company or of any successor corporation shall
consist of persons other than Current Members (defined as any member of the
Board of Directors as of the completion of the Company's initial public
offering and any successor of a Current Member whose nomination or election
has been approved by a majority of the Current Members then on the Board of
Directors); (c) the acquisition of beneficial ownership of 25% or more of the
total combined voting power of all classes of stock of the Bank or the Company
by any person or group; or (d) approval by the stockholders of the Bank or the
Company of an agreement providing for the merger or consolidation of the Bank
or the Company with another corporation where the stockholders of the Bank or
the Company, immediately prior to the merger or consolidation, would not
beneficially own, directly or indirectly, immediately after the merger or
consolidation, shares entitling such stockholders to 50% or more of the total
combined voting power of all classes of stock of the surviving corporation.
RETIREMENT PLAN
The Bank maintains a Retirement Plan which is a tax-qualified defined
benefit plan. Salaried employees who are over age 21 and have been employed by
the Bank for at least one year are eligible to participate in the Retirement
Plan. Participants earn an annual retirement benefit at normal retirement age
(the later of age 65 or the fifth anniversary of participation) equal to the
sum of (i) 2% of "average annual earnings" (the average annual base salary for
the three consecutive years out of the final ten years of service which
produces the highest average) times years of credited service prior to March
1, 1993, up to 30 years, plus (ii) 1.6% of "average annual earnings" times
years of credited service after February 28, 1993, plus (iii) .45% of "average
annual earnings" in excess of "average social security compensation" (as
determined pursuant to IRS regulations) times years of
17
<PAGE>
credited service after February 28, 1993. The total years of credited service
taken into account cannot exceed 35 years, and benefits earned in any year
cannot be reduced by subsequent changes to the plan. Annual benefits under the
Retirement Plan are limited by federal tax laws. As a general rule, during
1999 annual benefits were limited to $130,000. Compensation in excess of
$150,000 (subject to cost of living adjustments which result in a current
limit of $170,000) is required to be disregarded for purposes of benefits
earned after 1993. The Retirement Plan is funded by the Bank on an actuarial
basis. Participants earn a vested right to their accrued retirement benefit
upon completion of five years of service with the Bank or its participating
affiliates.
The following table sets forth information with respect to Retirement Plan
benefits payable to the named executive officers.
RETIREMENT PLAN BENEFITS
<TABLE>
<CAPTION>
ESTIMATED ANNUAL RETIREMENT
NAME CURRENT YEARS OF SERVICE(1) BENEFIT AT AGE 65(2)
- ---- --------------------------- ---------------------------
<S> <C> <C>
Michael J. Hegarty...... 4 $25,907
Monica C. Passick....... 20 65,836
Francis W. Korzekwinski. 6 81,240
Henry A. Braun.......... 5 36,133
Robert L. Callicutt..... 4 27,155
</TABLE>
- --------
(1) The number of years of credited service under the Retirement Plan as of
December 31, 1999.
(2) The estimated annual retirement benefit payable as a single life annuity
at age 65 to the named executive officer, based on the assumptions that
such officer retires at age 65 with no increase in compensation or "social
security compensation" from that in effect in 1999.
CERTAIN TRANSACTIONS
Under the Bank's lending policies, residential mortgage loans to non-
executive officer employees and immediate family members of employees and
directors are made at market rates of interest and other normal terms, but
with reduced origination fees. Excluding the loans discussed above under
"Compensation Committee Interlocks and Insider Participation," there were
three such loans outstanding to immediate family members of executive officers
or directors with balances in excess of $60,000 at some time since the
beginning of 1999. The highest aggregate balance of these loans at any time
since January 1, 1999 was $586,671 and the aggregate balance of these loans at
February 29, 2000 was $577,835. All such loans were made in the ordinary
course of business and were fully approved in accordance with all of the
Bank's credit underwriting standards. The Bank believes that such loans do not
involve more than the normal risk of collectability or present other
unfavorable features.
The Bank leases office space in its 159-18 Northern Boulevard building at a
market rental rate to Franklin F. Regan, Jr. for use in his law practice. Mr.
Regan is a director of the Company and the Bank.
Since 1981, Mr. Regan (or his former law firm) has had a retainer agreement
with the Bank, pursuant to which he is paid an annual retainer for general
legal services to the Bank. In addition, Mr. Regan represents the Bank in
closings of residential and certain commercial real estate loans, the fees of
which are paid by borrowers. The current fee paid to Mr. Regan by borrowers
for closing of a residential loan is $575. Fees paid for closing mixed use
property transactions are fixed at $850. Fees paid for commercial real estate
loan closings currently range from a minimum fee of $1,400 to a maximum fee of
$7,000. Mr. Regan also represents the Bank in connection with some of its
mortgage foreclosure actions. During 1999, Mr. Regan received an aggregate of
$161,220 in retainer and legal fees paid by the Bank, and $694,964 in fees
paid by borrowers.
18
<PAGE>
PROPOSAL NO. 2
RATIFICATION OF APPOINTMENT OF AUDITORS
The Board of Directors has appointed PricewaterhouseCoopers LLP to perform
the audit of the Company's consolidated financial statements for the year
ending December 31, 2000, subject to ratification by the Company's
stockholders at the Annual Meeting. PricewaterhouseCoopers LLP served as the
independent auditors of the Company for the year ended December 31, 1999.
Representatives from PricewaterhouseCoopers LLP will be present at the Annual
Meeting and will be given the opportunity to make a statement if they so
desire, and will be available to respond to appropriate questions from
stockholders.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" RATIFICATION OF THE
APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT
AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2000.
OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING
As of March 19, 2000, the last date for timely filing stockholder proposals
relating to the Annual Meeting under the Company's Bylaws, the Board of
Directors of the Company had not received notice of any business, and
presently knows of no business, that will be presented for consideration at
the Annual Meeting other than as stated in the Notice of Annual Meeting of
Stockholders. If, however, other matters are properly brought before the
Annual Meeting, it is the intention of the persons named in the accompanying
proxy to vote the shares represented thereby on such matters in accordance
with their best judgment.
Whether or not you intend to be present at the Annual Meeting, you are urged
to return your signed and dated proxy promptly. If you are present at the
Annual Meeting and wish to vote your shares in person, your proxy may be
revoked by giving the Corporate Secretary notice of your intention to vote in
person.
STOCKHOLDER PROPOSALS FOR 2001 ANNUAL MEETING
To Present Proposal at 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
Corporate Secretary of the Company which must be received not more than ninety
days nor less than sixty days prior to the anniversary of the date of the
immediately preceding annual meeting. In accordance with these provisions, a
stockholder proposal in connection with the 2001 Annual Meeting of
Stockholders must be received by the Corporate Secretary on or before March
17, 2001 in order to be timely. However, in the event that the date of the
forthcoming annual meeting is more than thirty days after the anniversary date
of the prior year's meeting, such written notice will also be timely if it is
received by the Corporate Secretary by the earlier of (1) the 10th day prior
to the forthcoming meeting date, or (2) the close of business on the 10th day
following the date on which the Company first makes public disclosure of the
meeting date.
The advance notice by stockholders must include the stockholder's name and
address, a representation that the stockholder is a holder of record of the
Company's stock entitled to vote at such meeting (or if the record date for
such meeting is subsequent to the date required for such stockholder notice, a
representation that the stockholder is a holder of record at the time of such
notice and intends to be a holder of record on the date of such meeting) and
intends to appear in person or by proxy at such meeting to propose such
business, a brief description of the proposed business, the reason for
conducting such business at the annual meeting, and any material interest of
such stockholder in the proposed business. In the case of nominations for
election to the Board of Directors, certain information regarding the nominee
must also be provided. Nothing in this paragraph shall be deemed to require
the Company to include in its proxy statement and proxy relating to an 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.
19
<PAGE>
To Include Proposal in the Company's Proxy Statement. In order for a
stockholder proposal to be eligible for inclusion in the proxy materials of
the Company for the 2001 Annual Meeting of Stockholders, it must be received
at the Company's executive offices at 144-51 Northern Boulevard, Flushing, New
York 11354 no later than December 13, 2000. Any such proposal shall be subject
to the requirements of the proxy rules adopted under the Securities Exchange
Act of 1934.
MISCELLANEOUS
A copy of the Company's Annual Report on Form 10-K (without exhibits) for
the year ended December 31, 1999, as filed with the SEC, will be furnished
without charge to stockholders of record upon written request to Flushing
Financial Corporation, 144-51 Northern Boulevard, Flushing, New York 11354,
Attention: Anna M. Piacentini. Our Internet address is
http://www.flushingsavings.com. The information and other content on our
website is not part of this proxy statement.
The Report of the Compensation Committee and the Stock Performance Graph
which are set forth in this proxy statement shall not be deemed incorporated
by reference by any general statement incorporating by reference this proxy
statement into any filing under the Securities Act of 1933 or the Securities
Exchange Act of 1934, except to the extent that the Company specifically
incorporates the information under such headings by reference, and shall not
otherwise be deemed filed under such Acts.
By Order of the Board of Directors,
[SIGNATURE OF ANNA M. PIACENTINI]
Anna M. Piacentini
Corporate Secretary
Flushing, New York
April 12, 2000
YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING IN PERSON. WHETHER OR
NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, YOU ARE REQUESTED TO SIGN, DATE AND
PROMPTLY RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
20
<PAGE>
HSBC BANK USA
AS TRUSTEE UNDER THE
FLUSHING FINANCIAL CORPORATION
STOCK-BASED PROFIT SHARING PLAN
RE: FLUSHING FINANCIAL CORPORATION
ANNUAL MEETING MAY 16, 2000
Receipt of proxy soliciting material for the above meeting is acknowledged. As
to stock of Flushing Financial Corporation of which I am entitled to direct the
voting under the Flushing Financial Corporation Stock-Based Profit Sharing Plan,
you are instructed to sign and forward a proxy in the form solicited by the
Board of Directors, and to direct a vote as set forth on the reverse side.
PLEASE VOTE, DATE AND SIGN ON REVERSE SIDE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
IF YOUR ADDRESS HAS CHANGED, PLEASE INDICATE NEW ADDRESS BELOW.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
[X] PLEASE MARK VOTES AS IN THIS EXAMPLE
- --------------------------------------------------------------------------------
FLUSHING FINANCIAL CORPORATION
- --------------------------------------------------------------------------------
STOCK-BASED PROFIT SHARING PLAN
The Board of Directors recommends a vote
FOR the election of all nominees in Item 1 and FOR approval of Item 2.
Mark box at right if an address change has been noted an the reverse side of
this card. [_]
CONTROL NUMBER:
RECORD DATE SHARES:
------------------
Please be sure to sign and date this voting instruction card. |Date |
- --------------------------------------------------------------------------------
| |
| |
| |
| |
| |
- ---------Participant sign here--------------------------------------------------
For All With- For All
1. Election of Directors, Nominees hold Except
(01) Louis C. Grassi [_] [_] [_]
(02) Robert A. Marani [_] [_] [_]
(03) Franklin F. Regan, Jr. [_] [_] [_]
(04) John E. Roe, Sr. [_] [_] [_]
INSTRUCTION: If you do not wish your shares voted "For" a particular nominee,
mark the "For All Except" box and write that nominee's name in the space below.
- --------------------------------------------------------------------------------
2.Ratification of the appointment of For Against Abstain
PricewaterhouseCoopers LLP as the
independent auditors of the Company. [_] [_] [_]
In their discretion, the proxies are authorized to vote upon other business as
may properly come before the meeting or at any adjournment thereof.
The shares represented by this voting instruction card will be voted as
directed by the Plan participant. If no direction is given when the duly
executed voting instruction card is returned, such shares will be voted
FOR the election of all nominees to Item 1 and FOR approval of Item 2.
Please mark, date and sign as your name appears hereon and return in the
enclosed envelope.
DETACH CARD DETACH CARD
NOTICE TO PARTICIPANTS
IN FLUSHING FINANCIAL CORPORATION
STOCK-BASED PROFIT SHARING PLAN
Dear Plan Participant: April 12, 2000
Enclosed with this notice is a Proxy Statement for the Annual Meeting of
Stockholders of Flushing Financial Corporation (the "Company"), which will be
held on May 16, 2000. The items to be voted on at the Annual Meeting are
described in the enclosed Proxy Statement.
As a participant in the Flushing Financial Corporation Stock-Based Profit
Sharing Plan, you have the right to direct HSBC Bank USA, as Trustee of the
Plan, how to vote the shares of the Company's common stock which are allocated
to your account as of March 30, 2000. Attached is a voting instruction card to
be used for that purpose. You can direct the Trustee to vote for, against or to
abstain from voting with respect to each of the proposals which are being voted
on. You should send your voting instructions in the envelope provided directly
to State Street Bank and Trust Company ("EquiServe"), which will tabulate the
voting instructions for the Trustee. Your voting instructions will be kept
confidential from the officers, directors and employees of the Company and its
subsidiaries.
Because of the time needed to tabulate the participant voting instructions,
we have established a cutoff date for receiving your instruction card. If your
instruction card is not received by EquiServe by the close of business on May 5,
2000, the shares allocated to your account may not be voted according to your
instructions. If you do not provide voting instructions, or if your instructions
are received too late to be included in the tabulation, the shares allocated to
your account will be voted by the Trustee in the same proportion as the shares
for which timely instructions were received from other Plan participants.
If you own shares of the Company directly and/or are a participant in the
Flushing Savings Bank, FSB 401(k) Savings Plan or are entitled to direct the
vote of shares held in the Company's Employee Benefit Trust, you will receive,
under separate cover, a proxy card and/or voting instruction card(s) for those
purposes. The voting of shares held in the Stock-Based Profit Sharing Plan must
be directed on the card attached to this notice.
If you have any questions regarding the mechanics for voting, you may call
Anna M. Piacentini, the Company's Senior VP/Human Resources at Ext. 207 or the
Plan's Trustee, HSBC Bank USA, at (716) 841-8004.
HSBC Bank USA
as Trustee under the Flushing Financial Corporation
Stock-Based Profit Sharing Plan
<PAGE>
FLUSHING FINANCIAL CORPORATION
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
MAY 16, 2000
The undersigned hereby appoints Anna M. Piacentini and Monica C. Passick, and
either of them, proxies for the undersigned, with full power of substitution and
revocation in each, to vote all shares of Flushing Financial Corporation Common
Stock which the undersigned may be entitled to vote at the Annual Meeting Of
Stockholders of Flushing Financial Corporation to be held on Tuesday, May 16,
2000 at 2:00 p.m., New York time, at the LaGuardia Marriott located at 102-05
Ditmars Boulevard, East Elmhurst, New York 11369, or at any adjournment thereof.
Please mark this proxy as indicated on the reverse side to vote on any item. If
you wish to vote in accordance with the Board of Directors' recommendations,
please sign on the reverse side; no boxes need to be checked. If no direction is
given, the executed proxy will be voted FOR the election of all nominees in Item
1 and FOR approval of Item 2.
PLEASE VOTE, DATE AND SIGN ON REVERSE SIDE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
IF YOUR ADDRESS HAS CHANGED, PLEASE INDICATE NEW ADDRESS BELOW.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
[X] PLEASE MARK VOTES AS IN EXAMPLE
- --------------------------------------------------------------------------------
FLUSHING FINANCIAL CORPORATION
- --------------------------------------------------------------------------------
The Board of Directors recommends a vote
FOR the election of all nominees in Item 1 and FOR approval of Item 2.
Mark box at right if an address change has been noted on the reverse side of
this card. [_]
CONTROL NUMBER:
RECORD DATE SHARES:
------------------
Please be sure to sign and date this voting instruction card. |Date |
- --------------------------------------------------------------------------------
| |
| |
| |
| |
- --------- Stockholder sign here ----------------------- Co-owner sign here -----
1. Election of Directors. For All With- For All
Nominees hold Except
(01) Louis C. Grassi [_] [_] [_]
(02) Robert A. Marani [_] [_] [_]
(03) Franklin F. Regan, Jr. [_] [_] [_]
(04) John E. Roe, Sr. [_] [_] [_]
INSTRUCTION: If you do not wish your shares voted "FOR" a particular nominee,
mark the "For All Except" box and write that nominee's name in the space below.
- --------------------------------------------------------------------------------
2. Ratification of the appointment of For Against Abstain
PricewaterhouseCoopers LLP as the
independent auditors of the Company. [_] [_] [_]
In their discretion, the proxies are authorized to vote upon other business as
may properly come before the meeting or at any adjournment thereof.
The shares represented by this proxy will be voted as directed by the
stockholders. If no direction is given when the duly executed proxy is returned,
such shares will be voted FOR the election of all nominees in Item 1 and FOR
approval of Item 2.
Please mark, date and sign as your name(s) appear(s) hereon and return in the
enclosed envelope. If acting as executor, administrator, trustee, guardian,
etc., you should so indicate when signing. If the signer is a corporation,
please sign the full corporate name by duly authorized officer. If the signer is
a partnership, please sign partnership by name by authorized person. If shares
are held jointly, each stockholder named should sign.
DETACH CARD DETACH CARD
<PAGE>
J.P. MORGAN TRUST COMPANY OF DELAWARE
AS TRUSTEE UNDER THE
FLUSHING FINANCIAL CORPORATION
EMPLOYEE BENEFIT TRUST
RE: FLUSHING FINANCIAL CORPORATION
ANNUAL MEETING MAY 16, 2000
Receipt of proxy soliciting material for above meeting is acknowledged. As to
stock of Flushing Financial Corporation of which I am entitled to direct the
voting under the Flushing Financial Corporation Employee Benefit Trust, you are
instructed to sign and forward a proxy in the form solicited by the Board of
Directors, and to direct a vote as set forth on the reverse side.
- --------------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN ON REVERSE SIDE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
- --------------------------------------------------------------------------------
IF YOUR ADDRESS HAS CHANGED, PLEASE INDICATE NEW ADDRESS BELOW.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
[X] PLEASE MARK VOTES AS IN THIS EXAMPLE
- --------------------------------------------------------------------------------
FLUSHING FINANCIAL CORPORATION
- --------------------------------------------------------------------------------
EMPLOYEE BENEFIT TRUST
The Board of Directors recommends a vote
FOR the election of all nominees in Item 1 and FOR approval of Item 2.
Mark box at right if an address change has been noted on the reverse side of
this card. [_]
CONTROL NUMBER:
------------------
Please be sure to sign and date this voting instruction card. |Date |
- --------------------------------------------------------------------------------
| |
| |
| |
| |
- --------- "Qualified Employee" sign here ---------------------------------------
1. Election of Directors. For All With- For All
Nominees hold Except
(01) Louis C. Grassi [_] [_] [_]
(02) Robert A. Marani [_] [_] [_]
(03) Franklin F. Regan, Jr. [_] [_] [_]
(04) John E. Roe, Sr. [_] [_] [_]
INSTRUCTION: If you do not wish your shares voted "FOR" a particular nominee,
mark the "For All Except" box and write that nominee's name in the space below.
- --------------------------------------------------------------------------------
2. Ratification of the appointment of For Against Abstain
PricewaterhouseCoopers LLP as the
independent auditors of the Company. [_] [_] [_]
In their discretion, the proxies are authorized to vote upon other business as
may properly come before the meeting or at any adjournment thereof.
The shares represented by this voting instruction card will be voted as directed
by the Qualified Employee. If no direction is given when the duly executed
voting instruction card is returned, such shares will be voted FOR the election
of all nominees in Item 1 and FOR approval of Item 2.
Please mark, date and sign as your name appears hereon and return in the
enclosed envelope.
DETACH CARD DETACH CARD
NOTICE TO "QUALIFIED EMPLOYEES"
IN FLUSHING FINANCIAL CORPORATION
EMPLOYEE BENEFIT PLAN
Dear "Qualified Employee" April 12, 2000
Enclosed with this notice is a Proxy Statement for the Annual Meeting of
Stockholders of Flushing Financial Corporation (the "Company"), which will be
held on May 16, 2000. The items to be voted on at the Annual Meeting are
described in the enclosed Proxy Statement.
As a full-time employee of Flushing Savings Bank, FSB with at least one
year of service as of March 30, 2000, you are a "qualified employee" and have to
direct J.P. Morgan Trust Company of Delaware, as Trustee of the Company's
Employee Benefit Trust, how to vote a portion of the shares of the Company's
common stock which are held in the Employee Benefit Trust. Attached is a voting
instuction card to be used for that purpose. You can direct the Trustee to vote
for, against or to abstain from voting with respect to each of the proposals
which are being voted on. Each "qualified employee" has one "vote" for each
proposal, and the Trustee will vote all shares held in the Employee Benefit
Trust in the same proportion as the "votes" received from "qualified employees"
You should send your voting instructions in the envelope provided directly to
State Street Bank and Trust Company ("EquiServe"), which will tabulate the
voting instuctions for the Trustee. Your voting instructions will be kept
confidential from the officers, directors and employees of the Company and its
subsidiaries.
Because of the time needed to tabulate the voting instructions, we have
established a cutoff date for receiving your instruction card. If you
instruction card is not received by EquiServe by the close of business on May 5,
2000, you will not have a voice in directing the vote of the Employee Benefit
Trust. If you do not provide voting instructions, or if your instructions, are
received too late to be included in the tabulation, the shares held in the
Employee Benefit Trust will be voted by the Trustee in accordance with the
instructions which were timely received from other "qualifed employees".
If you own shares of the Company directly and/or are a participant in the
Company's Stock Based Profit Sharing Plan or the Flushing Savings Bank, FSB,
401(k) Savings Plan, you will receive, under separate cover, a proxy card and/or
voting instruction card(s) for those purposes. The voting of shares held in the
Employee Benefit Trust must be directed on the card attached to this notice.
If you have any questions regarding mechanics for voting, you may call Anna
M. Piacentini, the Company's Senior VP/Human Resources at Ext. 207 or the
Trustee of the Employee Benefit Trust, J.P. Morgan Trust Company of Delaware, at
(302) 534-2587.
J.P. Morgan Trust Company of Delaware
as Trustee under the Flushing Financial Corporation
Employee Benefit Trust
<PAGE>
HSBC BANK USA
AS TRUSTEE UNDER THE
FLUSHING SAVINGS BANK, FSB
401(k) SAVINGS PLAN
RE: FLUSHING FINANCIAL CORPORATION
ANNUAL MEETING MAY 16, 2000
Receipt of proxy soliciting material for the above meeting is acknowledged. As
to stock of Flushing Financial Corporation of which I am entitled to direct the
voting under the Flushing Savings Bank, FSB 401(k) Savings Plan, you are
instructed to sign and forward a proxy in the form solicited by the Board of
Directors, and to direct a vote as set forth on the reverse side
- --------------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN ON RESERVE SIDE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
- --------------------------------------------------------------------------------
IF YOUR ADDRESS HAS CHANGED, PLEASE INDICATE NEW ADDRESS BELOW.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
[X] PLEASE MARK VOTES AS IN THIS EXAMPLE
- --------------------------------------------------------------------------------
FLUSHING SAVINGS BANK, FSB
- --------------------------------------------------------------------------------
401(k) SAVINGS PLAN
The Board of Directors recommends a vote
FOR the election of all nominees in Item 1 and FOR approval of Item 2.
Mark box at right if an address change has been noted on the reverse side of
this card. [_]
CONTROL NUMBER:
RECORD DATE UNITS:
------------------
Please be sure to sign and date this voting instruction card. |Date |
- --------------------------------------------------------------------------------
| |
| |
| |
| |
- --------- Participant sign here ------------------------------------------------
DETACH CARD
1. Election of Directors. For All With- For All
Nominees hold Except
(01) Louis C. Grassi [_] [_] [_]
(02) Robert A. Marani [_] [_] [_]
(03) Franklin F. Regan, Jr. [_] [_] [_]
(04) John E. Roe, Sr. [_] [_] [_]
INSTRUCTION: If you do not wish your shares voted "FOR" a particular nominee,
mark the "For All Except" box and write that nominee's name in the space below.
- --------------------------------------------------------------------------------
2. Ratification of the appointment of For Against Abstain
PricewaterhouseCoopers LLP as the
independent auditors of the Company. [_] [_] [_]
In their discretion, the proxies are authorized to vote upon other business as
may properly come before the meeting or at any adjournment thereof.
The shares represented by this voting instruction card will be voted as directed
by the Plan participant. If no direction is given when the duly executed voting
instruction card is returned, such shares will be voted FOR the election of all
nominees in Item 1 and FOR approval of Item 2.
Please mark, date and sign as your name appears hereon and return in the
enclosed envelope.
DETACH CARD
NOTICE TO PARTICPANTS
IN FLUSHING SAVINGS BANK, FSB
401(k) SAVINGS PLAN
Dear Plan Participant:
April 12, 2000
Enclosed with this notice is a Proxy Statement for the Annual Meeting of
Stockholders of Flushing Corporation (the "Company") which will be held on
May 16, 2000. The items to be voted on at the Annual Meeting are described in
the enclosed Proxy Statement.
As a participant in the Flushing Savings Bank, FSB 401(k) Savings Plan, you
have the right to direct HSBC Bank USA, as Trustee of the Plan, how to vote the
shares of the Company's common stock which are allocated to your account, as of
March 30, 2000. Attached is a voting instruction card to be used for that
purpose. You can direct the Trustee to vote for, against or to abstain from
voting with respect to each of the proposals which are being voted on. You
should send your voting instructions in the envelope provided directly to State
Street Bank and Trust Company ("EquiServe"), which will tabulate the voting
instructions for the Trustee. Your voting instructions will be kept confidential
from the officers, directors and employees of the Company and its subsidiaries.
Because of the time needed to tabulate the participant voting instructions,
we have established a cutoff date for receiving your instruction card. If your
instruction card is not received by EquiServe by the close of business on May 5,
2000, the shares allocated to your account may not be voted according to your
instructions. If you do not provide voting instructions, or if your instructions
are received too late to be included in the tabulation, the shares allocated to
your account will be voted by the Trustee in the same proportion as the shares
for which timely instruction were received from other Plan participants.
If you own shares of the Company directly and/or are a participant in the
Company's Stock-Based Profit Sharing Plan or are entitled to direct the vote of
shares held in the Company's Employee Benefit Trust, you will receive, under
separate cover, a proxy card and/or voting Instruction card(s) for those
purposes. The voting of shares held in the 401(k) Plan must be directed on the
card attached to this notice.
If you have any questions regarding the mechanics for voting, you may call
Anna M. Piacentini, the Company's Senior VP/Human Resources at Ext. 207 or the
Plan's Trustee, HSBC Bank USA, at (716) 841-2004.
HSBC BANK USA
as Trustee under the Flushing Savings, Bank FSB
401(K) Savings Plan
