Definitive Proxy Statement
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 þ
Filed by a Party other than the Registrant o
Check the appropriate box:
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to §240.14a-12 |
Harleysville Savings Financial Corporation
(Name of Registrant as Specified In Its Charter)
n/a
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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December 17, 2010
Dear Stockholder:
You are cordially invited to attend the annual meeting of stockholders of Harleysville Savings
Financial Corporation, the holding company for Harleysville Savings Bank. The meeting will be held
at the Indian Valley Country Club, located at 650 Bergey Road, Telford, Pennsylvania 18969, on
Wednesday, January 26, 2011 at 9:30 a.m., Eastern time. The matters to be considered by
stockholders at the annual meeting are described in the accompanying materials.
It is very important that your shares be voted at the annual meeting regardless of the number
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 Harleysville Savings Financial Corporation is
sincerely appreciated.
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Sincerely, |
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/s/ Edward J. Molnar |
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Edward J. Molnar |
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Chairman of the Board |
TABLE OF CONTENTS
HARLEYSVILLE SAVINGS FINANCIAL CORPORATION
271 Main Street
Harleysville, Pennsylvania 19438
(215) 256-8828
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JANUARY 26, 2011
NOTICE IS HEREBY GIVEN that the annual meeting of stockholders of Harleysville Savings
Financial Corporation (the Company) will be held at the Indian Valley Country Club, located at
650 Bergey Road, Telford, Pennsylvania 18969, on Wednesday, January 26, 2011 at 9:30 a. m., Eastern
time, for the following purposes, all of which are more completely set forth in the accompanying
proxy statement:
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To elect two directors for a three-year term and in each case until their
successors are elected and qualified; |
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To adopt a non-binding resolution to approve the compensation of our named executive
officers; |
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To consider an advisory vote on the frequency of the non-binding resolution to
approve the compensation of our named executive officers; |
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To ratify the appointment of ParenteBeard LLC as the Companys independent
registered public accounting firm for the year ending September 30, 2011; and |
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To transact such other business as may properly come before the meeting or any
adjournment thereof. Management is not aware of any other such business. |
The board of directors has fixed December 3, 2010 as the voting 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.
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By Order of the Board of Directors
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/s/Adrian D. Gordon
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Adrian D. Gordon |
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Senior Vice President and Corporate Secretary |
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Harleysville, Pennsylvania
December 17, 2010
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 PRIOR TO THE EXERCISE THEREOF.
HARLEYSVILLE SAVINGS FINANCIAL CORPORATION
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
JANUARY 26, 2011
General
This proxy statement is furnished to holders of common stock of Harleysville Savings Financial
Corporation (the Company), the bank holding company for Harleysville Savings Bank (the Bank).
Proxies are being solicited on behalf of the board of directors of the Company to be used at the
annual meeting of stockholders to be held at the Indian Valley Country Club, located at 650 Bergey
Road, Telford, Pennsylvania 18969, on Wednesday, January 26, 2011 at 9:30 a.m., Eastern time, and
at any adjournment thereof for the purposes set forth in the Notice of Annual Meeting of
Stockholders. This proxy statement is first being mailed to stockholders on or about December 17,
2010.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of
Stockholders to be Held on January 26, 2011. This proxy statement and the Annual Report on Form
10-K for the year ended September 30, 2010 as well as driving directions to the annual meeting are
available on our website at www.harleysvillesavings.com under the tabs About Us Annual Meeting
Materials.
Voting Rights
Only stockholders of record at the close of business on December 3, 2010 will be entitled to
notice of and to vote at the annual meeting. At such date, there were 3,699,756 shares of common
stock issued and outstanding and the Company had no other class of equity securities outstanding.
Each share of common stock is entitled to one vote at the annual meeting on all matters
properly presented at the meeting. The presence in person or by proxy of at least a majority of
the issued and outstanding shares of common stock entitled to vote is necessary to constitute a
quorum at the annual meeting. The two persons receiving the greatest number of votes will be
elected as directors. The affirmative vote of a majority of the total votes cast is required for
approval of the non-binding resolution to approve the compensation of our named executive officers
and the proposal to ratify the appointment of the Companys independent registered public
accounting firm. The frequency of the advisory vote on the non-binding resolution to approve the
compensation of our named executive officers receiving the greatest number of votes (either every
three years, every two years or every year) will be the frequency that stockholders approve.
Because the votes on the non-binding resolution to approve the compensation of our named executive
officers and the frequency of the vote on such compensation are advisory, they will not be binding
on the board of directors of the Company. However, the board will review the voting results and
take them into consideration when making future decisions regarding executive compensation.
Under rules applicable to broker-dealers, the proposal to ratify the independent registered
public accounting firm is considered a discretionary item upon which brokerage firms may vote in
their discretion on behalf of their clients if such clients have not furnished voting instructions.
The election of directors, the non-binding resolution to approve the compensation of our named
executive officers and the advisory vote on the frequency of the non-binding resolution to approve
the compensation of our named executive officers are considered non-discretionary for which
brokerage firms may not vote in their discretion on behalf of clients who do not furnish voting
instructions and, thus, there may be broker non-votes at the meeting. If you wish to abstain on
the advisory vote on the frequency of the non-binding resolution to approve the compensation of our
named executive officers, do not select any of the choices. Because there is no abstain choice on
the proxy card for the advisory vote, if you do not select any of the choices (either every three
years, every two years or every year) your vote will be counted as an abstention on the advisory
vote. Abstentions and broker non-votes will be counted for purposes of determining the presence of
a quorum at the annual meeting. However,
because of the required votes, abstentions and broker non-votes will have no effect on the voting
for the election of directors, the non-binding resolution to approve the compensation of our named
executive officers, the advisory vote on the frequency of the non-binding resolution to approve the
compensation of our named executive officers or the proposal to ratify the appointment of the
Companys independent registered public accounting firm.
1
Recommendation of the Board of Directors
The Board of Directors of the Company recommends that stockholders vote (i) FOR the nominees
for director described herein; (ii) FOR the non-binding resolution to approve the compensation of
our named executive officers; (iii) FOR THREE YEARS on the advisory vote on the frequency of the
non-binding resolution to approve the compensation of our named executive officers; and (iv) FOR
the ratification of ParenteBeard LLC as the Companys independent registered public accounting firm
for the year ending September 30, 2011.
Proxies
The proxy solicited hereby, if properly signed and returned to the Company and not revoked
prior to its use, will be voted in accordance with the instructions contained therein. If no
contrary instructions are given, each proxy received will be voted (i) FOR the nominees for
director described herein; (ii) FOR the non-binding resolution to approve the compensation of our
named executive officers; (iii) as an abstention on the advisory vote on the frequency of the
non-binding resolution to approve the compensation of our named executive officers; (iv) FOR the
ratification of ParenteBeard LLC as the Companys independent registered public accounting firm for
the year ending September 30, 2011; and (v) upon the transaction of such other business as may
properly come before the meeting, in accordance with the best judgment of the persons appointed as
proxies. Any stockholder giving a proxy has the power to revoke it at any time before it is
exercised by (i) filing with the secretary of the Company written notice thereof (Adrian D. Gordon,
Senior Vice President and Corporate Secretary, Harleysville Savings Financial Corporation, 271 Main
Street, Harleysville, Pennsylvania 19438); (ii) submitting a duly-executed proxy bearing a later
date; or (iii) appearing at the annual meeting and giving the secretary notice of his or her
intention to vote in person. Proxies solicited hereby may be exercised only at the annual meeting
and any adjournment thereof and will not be used for any other meeting.
INFORMATION WITH RESPECT TO NOMINEES FOR DIRECTOR,
DIRECTORS WHOSE TERMS CONTINUE AND EXECUTIVE OFFICERS
Election of Directors
The articles of incorporation of the Company provide that the board of directors of the
Company shall be divided into three classes which are as equal in number as possible, and that the
members of each class are to be elected for a term of three years and until their successors are
elected and qualified. One class of directors is to be elected annually and stockholders are not
permitted to cumulate their votes for the election of directors. No nominee for director is
related to any other director or executive officer of the Company by blood, marriage or adoption.
Unless otherwise directed, each proxy executed and returned by a stockholder will be voted for
the election of the nominees for director listed below. If any person named as nominee should be
unable or unwilling to stand for election at the time of the annual meeting, the proxies will
nominate and vote for any replacement nominee or nominees recommended by the board of directors.
At this time, the board of directors knows of no reason why any of the nominees listed below may
not be able to serve as a director if elected.
2
The following tables present information concerning the nominees for director and each
director whose term continues, including his or her tenure as a director of the Company.
Nominees for Director for a Three-Year Term Expiring in 2014
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Principal Occupation During |
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Edward J. Molnar
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Mr. Molnar has served as the Chairman of the Board of the Company and the Bank since January 2007. Prior to his retirement as an officer in January 2007, Mr. Molnar served as Chief Executive Officer of the Company from February 2000
until January 2007 and as President of the Company from February 2000 until November 2002. Mr. Molnar also served as the Banks Chief Executive Officer from 1967 until January 2007 and as the Banks President from 1976 to November
2002. Mr. Molnar joined the Bank in 1967.
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1968 |
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Mr. Molnars long service as President and Chief Executive Officer of the Bank as well as his subsequent service as Chairman provide the Board with a wealth of knowledge and experience and make him well qualified to serve as a director. |
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Charlotte A. Hunsberger
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Ms. Hunsberger is a partner in the law firm of Bricker, Landis & Hunsberger, LLP, located in Souderton, Pennsylvania.
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2005 |
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As an attorney practicing in the Banks market area, Ms. Hunsbergers brings valuable legal expertise to the Board. |
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The Board of Directors Recommends a Vote FOR Election of the Nominees for Director.
3
Members of the Board of Directors Continuing in Office
Directors With Terms Expiring in 2012
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Principal Occupation During |
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George W. Meschter
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Mr. Meschter is the President of Meschter Insurance Group, an insurance agency located in Collegeville, Pennsylvania.
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1981 |
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Mr. Meschters background as a business owner in the Banks market area position him as well qualified to serve as a director. |
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James L. Rittenhouse
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Mr. Rittenhouse is a certified public accountant, certified valuation analyst, certified forensic financial analyst and a shareholder in the firm Detweiler, Hershey & Associates, P.C., located in Souderton, Pennsylvania.
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2005 |
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As a certified public accountant, Mr. Rittenhouse possesses a wide variety of financial and accounting expertise, which he brings to the Board. |
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Thomas D. Clemens
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Mr. Clemens is a Senior Vice President of Clemens Food Group, a meat processing company located in Hatfield, Pennsylvania.
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2009 |
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Mr. Clemens background as a business owner in the Banks market area position him as well qualified to serve as a director. |
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4
Directors With Terms Expiring in 2013
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Sanford L. Alderfer
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Mr. Alderfer is President and Chief Executive Officer of Alderfer Auction Company, located in Hatfield, Pennsylvania.
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2001 |
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Mr. Alderfers background as a business owner in the Banks market area position him as well qualified to serve as a director. |
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Mark R. Cummins
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Mr. Cummins is Executive Vice President, Chief Investment Officer and Treasurer of Harleysville Insurance Companies located in Harleysville, Pennsylvania.
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1995 |
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Mr. Cummins brings a wealth of business and financial expertise to the Board, which makes him well qualified to serve as a director. |
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Ronald B. Geib
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Mr. Geib has served as the President and Chief Executive Officer of the Company and the Bank since January 2007. Previously, Mr. Geib served as President and Chief Operating Officer of the Company and the Bank from November 2002 until January 2007. Mr. Geib also previously served as Executive Vice President
and Chief Operating Officer of the Company and the Bank from 1999 to November 2002. Mr. Geib served as the Banks Senior Vice President, Treasurer, and Chief Financial Officer from 1980 to 1999. Mr. Geib joined the Bank in 1976.
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Mr. Geibs position as President and Chief Executive Officer of the Bank, his extensive experience in the local banking industry and involvement in business and civic organizations in the communities that the Bank operates provide the Board valuable insight regarding the business and operations of the Company. |
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Includes service as a director of the Bank. |
5
Independence of the Companys Board of Directors
It is the policy of the board of directors of the Company that a substantial majority of its
directors be independent of the Company within the meaning of applicable laws and regulations and
the listing standards of the NASDAQ Stock Market.
Our board of directors has affirmatively determined that a majority of our directors are
independent. All of our current directors are independent, except for Ronald B. Geib, who serves
as our president and chief executive officer. Our board of directors also has affirmatively
determined that each member of the audit committee, compensation committee and nominating committee
of the board of directors is independent within the meaning of applicable laws and regulations and
the requirements of the NASDAQ Stock Market.
Stockholder Nominations
Article III, Section 3.12 of the Companys bylaws governs nominations for election to the
board and requires all such nominations, other than those made by the board, to be made at a
meeting of stockholders called for the election of directors, and only by a stockholder who has
complied with the notice provisions in that section. Stockholder nominations must be made pursuant
to timely notice in writing to the secretary of the Company. To be timely, a stockholders notice
must be delivered to, or mailed and received at, the principal executive offices of the Company not
later than (i) with respect to an election to be held at an annual meeting of stockholders, 90 days
prior to the anniversary date of the mailing of proxy materials by the Company for the immediately
preceding annual meeting, and (ii) with respect to an election to be held at a special meeting of
stockholders for the election of directors, the close of business on the tenth day following the
date on which notice of such meeting is first given to stockholders.
Each written notice of a stockholder nomination shall set forth: (a) the name and address of
the stockholder who intends to make the nomination and of the person or persons to be nominated;
(b) a representation that the stockholder is a holder of record of stock of the Company entitled to
vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the
person or persons specified in the notice; (c) a description of all arrangements or understandings
between the stockholder and each nominee and any other person or persons (naming such person or
persons) pursuant to which the nomination or nominations are to be made by the stockholder; (d)
such other information regarding each nominee proposed by such stockholder as would be required to
be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange
Commission; and (e) the consent of each nominee to serve as a director of the Company if so
elected. The presiding officer of the meeting may refuse to acknowledge the nomination of any
person not made in compliance with the foregoing procedures. The Company did not receive any
nominations from stockholders for the annual meeting.
The Board of Directors and Its Committees
Regular meetings of the board of directors of the Company and the Bank are typically held on a
monthly basis and special meetings of the board of directors are held from time-to-time as needed.
There were 12 meetings of the board of directors of the Company held during fiscal 2010. No
director attended fewer than 75% of the aggregate of the total number of meetings of the board of
directors and the total number of meetings of committees of the board on which the director served
during the year.
The board of directors of the Company has established various committees, including Audit,
Compensation and Human Resources and Corporate Governance and Nominating Committees.
The Compensation and Human Resources Committee, which met three times during fiscal 2010,
reviews the Companys compensation programs and recommends salary and benefits for the Companys
employees. The members of the committee are currently Messrs. Alderfer, Cummins and Meschter. The
Compensation and Human Resources Committee operates pursuant to a written charter, a copy of which
is available on the Companys website at www.harleysvillesavings.com.
The Corporate Governance and Nominating Committee, which met two times during fiscal 2010 with
respect to nominations for directors for the annual meeting, advises the board of directors with
respect to nominations of directors and recommends candidates to the board of directors as nominees
for election, reviews existing corporate governance documents and establishes corporate governance
principles for the Company, reviews nominations for director submitted
by stockholders pursuant to the Companys bylaws and identifies and recommends to the board the
selection of qualified individuals to serve as officers of the Company. The members of the
Corporate Governance and Nominating Committee are currently Messrs. Clemens and Meschter and Ms.
Hunsberger. Each of these persons is independent within the meaning of the rules of the NASDAQ
Stock Market. The Corporate Governance and Nominating Committee operates pursuant to a written
charter, a copy of which is available on the Companys website at www.harleysvillesavings.com.
6
The Corporate Governance and Nominating Committee will also consider candidates for director
suggested by its stockholders. A stockholder who desires to recommend a prospective nominee for
director should submit in writing the name and qualifications, including place of principal
residence and place of employment, of such persons to the Corporate Governance and Nominating
Committee no later than July 31st of any year. Submissions shall be made sent to the Corporate
Governance and Nominating Committee, Harleysville Savings Financial Corporation, Corporate
Secretary, 271 Main Street, Harleysville, Pennsylvania 19438. The Corporate Governance and
Nominating Committee also considers whether to nominate any person nominated pursuant to the
provision of the Companys articles of incorporation relating to stockholder nominations, which is
described above under - Stockholder Nominations. The Corporate Governance and Nominating
Committee has the authority and ability to retain a search firm to identify or evaluate potential
nominees if it so desires.
The charter of the Corporate Governance and Nominating Committee sets forth certain criteria
the committee may consider when recommending individuals for nomination as director including: (a)
ensuring that the board of directors, as a whole, is diverse and consists of individuals with
various and relevant career experience, relevant technical skills, industry knowledge and
experience, financial expertise (including expertise that could qualify a director as a financial
expert, as that term is defined by the rules of the SEC), local or community ties and (b) minimum
individual qualifications, including strength of character, mature judgment, familiarity with our
business and industry, independence of thought and an ability to work collegially. The committee
also may consider the extent to which the candidate would fill a present need on the board of
directors.
The charter of the Corporate Governance and Nominating Committee also provides that a director
should have:
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a solid understanding of general management best practices and their application; |
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a history of making good business decisions; |
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the ability to read a balance sheet, income statement, cash flow statement and
understand the use of financial ratios and other indicators for evaluating Company
performance; |
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the ability and the time to perform during periods of both short-term and prolonged
crises; |
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an understanding of what it takes to attract, motivate and energize a
high-performance leadership team; |
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an understanding of the importance of the strategic planning process in creating a
competitive advantage through strategy; |
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a good reputation for high ethical standards and integrity in their personal and
professional dealings; |
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mature confidence and value board and team performance over individual performance;
respects others, is open to the opinions of others, has good listening skills, is
confident enough to ask tough questions, and can communicate persuasively; |
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a history of high performance standards as reflected in the persons history of
achievements; |
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high intelligence, exhibit wisdom and will be expected to exercise prudence and care
in carrying out the responsibilities of the position; and |
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no existing or potential conflict of interest situation. |
7
In addition, a director must be:
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a citizen of the United States of America and shall have his or her primary
residence and place of employment within the Banks market area; |
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a person who has a reputation for being trusted with confidential information; and |
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a person who will faithfully attend board meetings, committee meetings and the
annual meeting of the shareholders and takes the time to prepare for meaningful
discussion. |
Once the Corporate Governance and Nominating Committee has identified a prospective nominee,
the committee makes an initial determination as to whether to conduct a full evaluation of the
candidate. This initial determination is based on whatever information is provided to the
committee with the recommendation of the prospective candidate, as well as the committees own
knowledge of the prospective candidate, which may be supplemented by inquiries to the person making
the recommendation or others.
The Audit Committee reviews the records and affairs of the Company to determine its financial
condition, reviews with management and the Companys independent registered public accounting firm
the systems of internal control, monitors the Companys adherence in accounting and financial
reporting to generally accepted accounting principles, and performs such other duties deemed
appropriate by the board of directors. The Audit Committee met eight times in fiscal 2010. Messrs.
Cummins and Rittenhouse and Ms. Hunsberger served on the Audit Committee in fiscal 2010. The
members the Audit Committee are independent as defined in the listing standards of the NASDAQ Stock
Market. The Audit Committee operates pursuant to a written charter, a copy of which is available
on the Companys website at www.harleysvillesavings.com.
The board of directors has determined that Messrs. Cummins and Rittenhouse, members of the
Audit Committee, meet the requirements adopted by the Securities and Exchange Commission for
qualification as an audit committee financial expert. An audit committee financial expert is
defined as a person who has the following attributes: (i) an understanding of generally accepted
accounting principles and financial statements; (ii) the ability to assess the general application
of such principles in connection with the accounting for estimates, accruals and reserves; (iii)
experience preparing, auditing, analyzing or evaluating financial statements that present a breadth
and level of complexity or accounting issues that are generally comparable to the breadth and
complexity of issues that can reasonably be expected to be raised by the registrants financial
statements, or experience actively supervising one or more persons engaged in such activities; (iv)
an understanding of internal controls and procedures for financial reporting; and (v) an
understanding of audit committee functions.
The identification of a person as an audit committee financial expert does not impose on such
person any duties, obligations or liability that are greater than those that are imposed on such
person as a member of the Audit Committee and the board of directors in the absence of such
identification. Moreover, the identification of a person as an audit committee financial expert
for purposes of the regulations of the Securities and Exchange Commission does not affect the
duties, obligations or liability of any other member of the Audit Committee or the board of
directors. Finally, a person who is determined to be an audit committee financial expert will not
be deemed an expert for purposes of Section 11 of the Securities Act of 1933.
Code of Ethics for Directors, Executive Officers and Financial Professionals
The board of directors of the Company has adopted a code of ethics for the Companys
directors, executive officers, including the chief executive officer and the chief financial
officer, and financial professionals. Our directors and officers are expected to adhere at all
times to this code of ethics. We have posted this code of ethics on our website at
www.harleysvillesavings.com.
The Company will disclose on its website at www.harleysvillesavings.com, to the extent and in
the manner permitted by Item 5.05 of Form 8-K, the nature of any amendment to this code of ethics
(other than technical, administrative, or other non-substantive amendments), our approval of any
material departure from a provision of this code of ethics, and our failure to take action within a
reasonable period of time regarding any material departure from a provision of this code of ethics
that has been made known to any of our executive officers.
8
Directors Attendance at Annual Meetings
Although we do not have a formal policy regarding attendance by members of the board of
directors at annual meetings of stockholders, we expect that our directors will attend, absent a
valid reason for not doing so. All of our directors attended our last annual meeting of
stockholders held in January 2010.
Board Leadership Structure and the Boards Role in Risk Oversight
Ronald B. Geib serves as our President and Chief Executive Officer and Edward J. Molnar serves
as Chairman of the Board. The Board of Directors has determined that that separation of the
offices of Chairman of the Board and President enhances Board independence and oversight. Further,
the separation of the Chairman of the Board permits the President and Chief Executive Officer to
better focus on his responsibilities on managing the daily operations of the Company, enhancing
shareholder value and expanding and strengthening our franchise while allowing the Chairman to lead
the Board of Directors in its fundamental role of providing independent oversight and advice to
management. Mr. Molnar is an independent director under the rules of the NASDAQ Stock Market.
Risk is inherent with every business, particularly financial institutions. We face a number of
risks, including credit risk, interest rate risk, liquidity risk, operational risk, strategic risk
and reputational risk. Management is responsible for the day-to-day management of the risks the
Company faces, while the Board, as a whole and through its committees, has responsibility for the
oversight of risk management. In its risk oversight role, the Board of Directors has the
responsibility to ensure that the risk management processes designed and implemented by management
are adequate and functioning as designed. In this regard, the Chairman of the Board meets regularly
with management to discuss strategy and risks facing the Company. Members of senior management
regularly attend the Board meetings and are available to address any questions or concerns raised
by the Board on risk management or other matters. The Chairman of the Board and independent
directors work together to provide strong, independent oversight of the Companys management and
affairs though its committees and meetings of independent directors.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Companys
executive officers and directors, and persons who own more than 10% of the common stock to file
reports of ownership and changes in ownership with the Securities and Exchange Commission and the
NASDAQ Stock Market. Officers, directors and greater than 10% stockholders are required by
regulation to furnish the Company with copies of all Section 16(a) forms they file. The Company
knows of no person who owns 10% or more of the common stock. Based solely on review of the copies
of such forms furnished to the Company, the Company believes that during the year ended September
30, 2010, all Section 16(a) filing requirements applicable to its executive officers and directors
were met.
Report of the Audit Committee
The Audit Committee has reviewed and discussed the audited financial statements with
management. The Audit Committee has discussed with the independent registered public accounting
firm the matters required to be discussed by Statement on Auditing Standards No. 114, The
Auditors Communication With Those Charged With Governance, as amended, by the PCAOB. The Audit
Committee has received the written disclosures and the letter from the independent registered
public accounting firm required by the applicable requirements of the Public Company Accounting
Oversight Board regarding the independent accountants communications with the Audit Committee
concerning independence, and has discussed with the independent registered public accounting firm,
the independent registered public accounting firms independence. Based on the review and
discussions referred to above in this report, the Audit Committee recommended to the board of
directors that the audited financial statements be included in the Companys Annual Report on Form
10-K for the year ended September 30, 2010 for filing with the Securities and Exchange Commission.
|
|
|
|
|
Mark R. Cummins |
|
|
Charlotte A. Hunsberger |
|
|
James L. Rittenhouse |
9
Executive Officers Who Are Not Directors
The following table sets forth certain information with respect to the executive officers of
the Company and the Bank who are not directors or nominees.
|
|
|
|
|
|
|
|
|
|
|
|
|
Position(s) with the Company and Principal Occupation |
Name |
|
Age |
|
|
During the Past Five Years |
|
|
|
|
|
|
|
Brendan J. McGill
|
|
42 |
|
|
Mr. McGill has served as the Companys Executive Vice President and Chief Financial Officer since May 2009 and as Chief Operating Officer since June 2010. From February 2000 until May 2009, Mr. McGill served as the Companys Senior Vice President, Treasurer and Chief Financial Officer. Mr. McGill joined the Bank in September 1999 as Senior Vice President, Chief Financial Officer and Treasurer. |
|
|
|
|
|
|
|
Stephen J. Kopenhaver
|
|
48 |
|
|
Mr. Kopenhaver has served as Senior Vice President and Chief Lending Officer for the Company and the Bank since December 2006. Mr. Kopenhaver was Senior Vice President/Commercial Services for the Company and the Bank from January 2006 to December 2006. Mr. Kopenhaver joined the Bank in 2006 and has 24 years of commercial banking experience. |
|
|
|
|
|
|
|
Adrian D. Gordon
|
|
39 |
|
|
Mr. Gordon has served as Senior Vice President/Chief Information Officer for the Company and the Bank since January 2006. Mr. Gordon also serves as the Corporate Secretary of the Company and the Bank. Mr. Gordon joined the Bank in 1995 serving as Loan Servicing Manager/Data Information Coordinator until 1997, as Information Systems Manager from 1997 until 1999, as Assistant Vice
President from 1999 until 2000 and as Vice President from 2000 until
January 2006. |
|
|
|
|
|
|
|
Sheri Strouse
|
|
47 |
|
|
Ms. Strouse has served as Senior Vice President and Chief Retail Officer for the Company and the Bank since December 2009. Ms. Strouse served as Senior Vice President and Bank Administrator from June 2006 to December 2009. Ms. Strouse previously served as Vice President of the Bank from 2000 until January 2006 and has been with the Bank since 1997. |
10
BENEFICIAL OWNERSHIP OF COMMON STOCK
BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the beneficial ownership of the common stock as of the record
date, and certain other information with respect to (i) the only persons or entities, including any
group as that term is used in Section 13(d)(3) of the Exchange Act, who or which was known to the
Company to be the beneficial owner of more than 5% of the issued and outstanding common stock on
the record date, (ii) each director and nominee for director of the Company, (iii) certain named
executive officers of the Company, and (iv) all directors, nominees for director and executive
officers of the Company as a group.
|
|
|
|
|
|
|
|
|
Name of Beneficial |
|
Amount and Nature of Beneficial |
|
|
|
|
Owner or Number of |
|
Ownership as of |
|
|
Percent of |
|
Persons in Group |
|
December 3, 2010(1)(2) |
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
Harleysville Savings Financial
Corporation Employee Stock
Ownership Pension Plan
271 Main Street
Harleysville, Pennsylvania 19438 |
|
|
197,364 |
(3) |
|
|
5.3 |
% |
|
Directors and Nominees for Director: |
|
|
|
|
|
|
|
|
Sanford L. Alderfer |
|
|
18,625 |
(4)(5) |
|
|
* |
|
Thomas D. Clemens |
|
|
2,500 |
|
|
|
* |
|
Mark R. Cummins |
|
|
134,103 |
(5)(6) |
|
|
3.6 |
|
Ronald B. Geib |
|
|
123,455 |
(7) |
|
|
3.3 |
|
Charlotte A. Hunsberger |
|
|
9,926 |
(8) |
|
|
* |
|
George W. Meschter |
|
|
56,176 |
(5)(9) |
|
|
1.5 |
|
Edward J. Molnar |
|
|
102,850 |
(10) |
|
|
2.8 |
|
James L. Rittenhouse |
|
|
11,605 |
(11) |
|
|
* |
|
|
|
|
|
|
|
|
|
|
Named Executive Officers: |
|
|
|
|
|
|
|
|
Brendan J. McGill |
|
|
32,819 |
(12) |
|
|
* |
|
Stephen J. Kopenhaver |
|
|
13,876 |
(13) |
|
|
* |
|
|
|
|
|
|
|
|
|
|
All Directors, Nominees for Director
and Executive Officers as a group
(12 persons) |
|
|
444,294 |
(14) |
|
|
11.7 |
|
|
|
|
* |
|
Less than 1% of the outstanding common stock. |
|
(1) |
|
Based upon filings made pursuant to the Exchange Act and information furnished by the
respective individuals. Under regulations promulgated pursuant to the Exchange Act, shares of
common stock are deemed to be beneficially owned by a person if he or she directly or
indirectly has or shares (i) voting power, which includes the power to vote or to direct the
voting of the shares, or (ii) investment power, which includes the power to dispose or to
direct the disposition of the shares. Unless otherwise indicated, the named beneficial owner
has sole voting and dispositive power with respect to the shares. |
|
(2) |
|
Under applicable regulations, a person is deemed to have beneficial ownership of any shares
of common stock which may be acquired within 60 days of the record date pursuant to the
exercise of outstanding stock options. Shares of common stock which are subject to stock
options are deemed to be outstanding for the purpose of computing the percentage of
outstanding common stock owned by such person or group but not deemed outstanding for the
purpose of computing the percentage of common stock owned by any other person or group. |
11
|
|
|
(3) |
|
Includes 184,312 shares held in the Companys Employee Stock Ownership Pension Plan (ESOP)
allocated to the account of employees, who may direct the voting of such shares. |
|
(4) |
|
Includes 5,466 shares held jointly with Mr. Alderfers wife, 7,776 shares held in the Sanford
Alderfer Auction Company, Inc. Profit Sharing Plan, for which Mr. Alderfer is a trustee, and
5,083 shares which may be acquired within 60 days of the record date pursuant to the exercise
of vested stock options. |
|
(5) |
|
Does not include the shares held in the ESOP as to which Messrs. Alderfer, Cummins and
Meschter serve as trustees and disclaim beneficial ownership. |
|
(6) |
|
Includes 7,082 shares held jointly with Mr. Cummins wife, 273 shares owned by Mr. Cummins
children and 123,748 shares owned by the Harleysville Insurance Companies of which Mr. Cummins
is the Executive Vice President, Chief Investment Officer and Treasurer, and as such, Mr.
Cummins has the power to direct the voting and disposition of these shares. Mr. Cummins
disclaims beneficial ownership of these 123,748 shares. Also includes 3,000 shares which may
be acquired within 60 days of the record date pursuant to the exercise of vested stock
options. |
|
(7) |
|
Includes 52,377 shares held by Mr. Geib under the ESOP and 19,666 shares which may be
acquired within 60 days of the record date pursuant to the exercise of vested stock options. |
|
(8) |
|
Includes 6,501 shares held jointly with Ms. Hunsbergers husband and 3,425 shares which may
be acquired within 60 days of the record date pursuant to the exercise of vested stock
options. |
|
(9) |
|
Includes 12,740 shares owned by Meschter Insurance Group of which Mr. Meschter is President,
7,640 shares held in a trust which Mr. Meschter is trustee, 1,737 shares held by Mr.
Meschters wife as custodian for their child and 5,083 shares which may be acquired within 60
days of the record date pursuant to the exercise of vested stock options. |
|
(10) |
|
Includes 37,484 shares held by Mr. Molnars wife and 12,833 shares which may be acquired
within 60 days of the record date pursuant to the exercise of vested stock options. |
|
(11) |
|
Includes 1,336, shares held by Mr. Rittenhouses children and 3,425 shares which may be
acquired within 60 days of the record date pursuant to the exercise of vested stock options. |
|
(12) |
|
Includes 2,718 shares held by Mr. McGill under the ESOP and 16,500 shares which may be
acquired within 60 days of the record date pursuant to the exercise of vested stock options. |
|
(13) |
|
Includes 691 shares held by Mr. Kopenhaver in the ESOP and 10,000 shares which may be
acquired within 60 days of the record date pursuant to the exercise of vested stock options. |
|
(14) |
|
Includes 109,216 shares subject to outstanding stock options which are exercisable within 60
days of the record date and 61,941 shares held in the ESOP for the account of all executive
officers and directors as a group. |
12
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
Executive Compensation
The following table sets forth a summary of certain information concerning the compensation
awarded to or paid by the Company or its subsidiaries for services rendered in all capacities
during the last two fiscal years to our principal executive officer as well as our two other
highest compensated executive officers. We refer to these individuals throughout this proxy
statement as the named executive officers.
Summary Compensation Table
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive |
|
|
Nonqualified |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Plan |
|
|
Deferred |
|
|
All Other |
|
|
|
|
Name and Principal |
|
Fiscal |
|
|
|
|
|
|
|
|
|
|
Stock |
|
|
Option |
|
|
Compen- |
|
|
Compensation |
|
|
Compen- |
|
|
|
|
Position |
|
Year |
|
|
Salary(1) |
|
|
Bonus |
|
|
Awards(2) |
|
|
Awards(2) |
|
|
sation(3) |
|
|
Earnings |
|
|
sation(4) |
|
|
Total |
|
Ronald B. Geib |
|
|
2010 |
|
|
$ |
269,232 |
|
|
|
|
|
|
|
|
|
|
$ |
25,661 |
|
|
$ |
54,906 |
|
|
|
|
|
|
$ |
43,326 |
|
|
$ |
393,216 |
|
President and Chief |
|
|
2009 |
|
|
|
258,566 |
|
|
|
|
|
|
|
|
|
|
|
24,558 |
|
|
|
62,056 |
|
|
|
|
|
|
|
42,748 |
|
|
|
387,928 |
|
Executive Officer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Brendan J. McGill |
|
|
2010 |
|
|
|
181,200 |
|
|
|
|
|
|
|
|
|
|
|
17,000 |
|
|
|
36,953 |
|
|
|
|
|
|
|
16,321 |
|
|
|
251,474 |
|
Executive Vice President and Chief Operating and Financial Officer |
|
|
2009 |
|
|
|
167,198 |
|
|
|
|
|
|
|
|
|
|
|
15,675 |
|
|
|
40,128 |
|
|
|
|
|
|
|
15,625 |
|
|
|
238,626 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stephen J. Kopenhaver |
|
|
2010 |
|
|
|
166,198 |
|
|
|
|
|
|
|
|
|
|
|
15,840 |
|
|
|
33,894 |
|
|
|
|
|
|
|
14,490 |
|
|
|
230,422 |
|
Senior Vice President and Chief Lending Officer |
|
|
2009 |
|
|
|
159,595 |
|
|
|
|
|
|
|
|
|
|
|
15,153 |
|
|
|
38,303 |
|
|
|
|
|
|
|
15,043 |
|
|
|
228,094 |
|
|
|
|
(1) |
|
Includes amounts deferred and contributed to the 401(k) Plan by the named executive
officer. |
|
(2) |
|
Reflects the aggregate grant date value computed in accordance with FASB Topic 718 during the
indicated fiscal year with respect to awards of restricted stock and/or stock options, as the
case may be, with respect to each of the named executive officers. For a discussion of the
assumptions used to establish the valuation of the restricted stock awards and stock options,
reference is made to Note 2 of the Notes to the Consolidated Financial Statements of the
Company included in the Companys Annual Report on Form 10-K for the year ended September 30,
2010. Additional information is also included in the table entitled Grants of Plan-Based
Awards. |
|
(3) |
|
Reflects cash bonuses paid to executive officers under the Companys Profit Sharing Incentive
Plan for fiscal 2010. |
|
(4) |
|
In fiscal 2010, includes amounts paid by the Company to the accounts of Messrs. Geib, McGill
and Kopenhaver pursuant to the 401(k) Plan of $7,729, $5,412 and $4,986, respectively, and
allocations under the ESOP of $14,700, $10,050 and $9,504, respectively. Also includes the
payment of $18,900 in directors fees to Mr. Geib and perquisites and other benefits in the
amount of $1,997 and $859, respectively, for the cost of the personal use of a
Company-provided automobile in fiscal 2010 for Messrs. Geib and McGill. |
13
Equity Compensation Plans
The following table sets forth information concerning grants of awards pursuant to the
Companys Profit Sharing Incentive Plan and stock option plans made to the named executive officers
during the year ended September 30, 2010. There were no equity incentive awards granted during the
year ended September 30, 2010.
Grants of Plan-Based Awards for the Year Ended September 30, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Awards: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of |
|
|
Exercise or |
|
|
Grant Date |
|
|
|
|
|
|
|
Estimated Future Payouts Under Non- |
|
|
Securities |
|
|
Base Price |
|
|
Fair Value |
|
|
|
|
|
|
|
Equity Incentive Plan Awards |
|
|
Underlying |
|
|
of Option |
|
|
of Option |
|
Name |
|
Grant Date |
|
|
Threshold |
|
|
Target |
|
|
Maximum |
|
|
Options(1) |
|
|
Awards(2) |
|
|
Awards(3) |
|
|
Ronald B. Geib |
|
|
11/20/2009 |
|
|
|
|
|
|
$ |
64,600 |
|
|
$ |
129,000 |
|
|
|
15,552 |
|
|
$ |
13.05 |
|
|
$ |
25,661 |
|
|
Brendan J. McGill |
|
|
11/20/2009 |
|
|
|
|
|
|
|
43,500 |
|
|
|
87,000 |
|
|
|
10,303 |
|
|
|
13.05 |
|
|
|
17,000 |
|
|
Stephen J. Kopenhaver |
|
|
11/20/2009 |
|
|
|
|
|
|
|
40,000 |
|
|
|
80,000 |
|
|
|
9,600 |
|
|
|
13.05 |
|
|
|
15,840 |
|
|
|
|
(1) |
|
The stock options vest on January 2, 2015. |
|
(2) |
|
Based upon the fair market value of a share of Company common stock on the date of grant. |
|
(3) |
|
The fair value of the stock options granted is computed in accordance with FASB ASC Topic
718. |
14
Outstanding Equity Awards at Fiscal Year-End
The following table sets forth information concerning outstanding equity awards held by each
named executive officer as of September 30, 2010. There were no equity incentive awards
outstanding as of September 30, 2010.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards |
|
|
|
Number of Securities Underlying |
|
|
|
|
|
|
|
|
|
Unexercised Options |
|
|
Option Exercise |
|
|
Option Expiration |
|
Name |
|
Exercisable(1) |
|
|
Unexercisable |
|
|
Price(2) |
|
|
Date |
|
Ronald B. Geib |
|
|
5,000 |
|
|
|
|
|
|
$ |
13.13 |
|
|
|
1/1/2013 |
|
|
|
|
5,333 |
|
|
|
|
|
|
|
17.16 |
|
|
|
1/1/2014 |
|
|
|
|
5,333 |
|
|
|
|
|
|
|
17.79 |
|
|
|
1/1/2015 |
|
|
|
|
4,000 |
|
|
|
|
|
|
|
18.00 |
|
|
|
1/1/2016 |
|
|
|
|
|
|
|
|
10,000 |
(3) |
|
|
17.68 |
|
|
|
1/3/2017 |
|
|
|
|
|
|
|
|
16,906 |
(3) |
|
|
12.50 |
|
|
|
1/3/2018 |
|
|
|
|
|
|
|
|
17,173 |
(3) |
|
|
12.60 |
|
|
|
11/11/2018 |
|
|
|
|
|
|
|
|
15,552 |
(3) |
|
|
13.05 |
|
|
|
11/20/2019 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Brendan J. McGill |
|
|
1,833 |
|
|
|
|
|
|
|
10.60 |
|
|
|
1/2/2012 |
|
|
|
|
3,667 |
|
|
|
|
|
|
|
13.13 |
|
|
|
1/1/2013 |
|
|
|
|
4,000 |
|
|
|
|
|
|
|
17.16 |
|
|
|
1/1/2014 |
|
|
|
|
4,000 |
|
|
|
|
|
|
|
17.79 |
|
|
|
1/1/2015 |
|
|
|
|
3,000 |
|
|
|
|
|
|
|
18.00 |
|
|
|
1/1/2016 |
|
|
|
|
|
|
|
|
10,000 |
(3) |
|
|
17.68 |
|
|
|
1/3/2017 |
|
|
|
|
|
|
|
|
10,791 |
(3) |
|
|
12.50 |
|
|
|
1/3/2018 |
|
|
|
|
|
|
|
|
10,962 |
(3) |
|
|
12.60 |
|
|
|
11/11/2018 |
|
|
|
|
|
|
|
|
10,303 |
(3) |
|
|
13.05 |
|
|
|
11/20/2019 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stephen J. Kopenhaver |
|
|
10,000 |
|
|
|
|
|
|
|
17.45 |
|
|
|
1/26/2016 |
|
|
|
|
|
|
|
|
3,000 |
(3) |
|
|
17.68 |
|
|
|
1/3/2017 |
|
|
|
|
|
|
|
|
10,432 |
(3) |
|
|
12.50 |
|
|
|
1/3/2018 |
|
|
|
|
|
|
|
|
10,596 |
(3) |
|
|
12.60 |
|
|
|
11/11/2018 |
|
|
|
|
|
|
|
|
9,600 |
(3) |
|
|
13.05 |
|
|
|
11/20/2019 |
|
|
|
|
(1) |
|
Except as otherwise noted, the stock options were exercisable on September 30, 2010. |
|
(2) |
|
Based upon the fair market value on the date of grant. |
|
(3) |
|
The stock options vest five years from the date of grant. |
15
Option Exercises and Stock Vested
The following table sets forth certain information with respect to stock options exercised by
the named executive officers during the year ended September 30, 2010.
|
|
|
|
|
|
|
|
|
|
|
Option Awards |
|
Name |
|
Number of Shares Acquired On Exercise |
|
|
Value Realized On Exercise |
|
|
|
|
|
|
|
|
|
|
Ronald B. Geib |
|
|
2,500 |
|
|
$ |
8,075 |
|
|
|
|
|
|
|
|
|
|
Brendan J. McGill |
|
|
417 |
|
|
|
2,389 |
|
|
|
|
|
|
|
|
|
|
Stephen J. Kopenhaver |
|
|
|
|
|
|
|
|
Employment Agreement
The Company and the Bank have entered into an employment agreement with Mr. Geib pursuant to
which the Company and the Bank agreed to employ Mr. Geib as President and Chief Executive Officer.
The agreement provides for Mr. Geib to serve as President and Chief Executive Officer of the
Company and the Bank, at a current base salary of $269,232 per year. The term of the agreement is
five years, which term extends automatically on May 1st of each year to continue for a
five year term unless the board of directors of the Company, the Bank or Mr. Geib gives advance
notice not to extend the term.
The agreement is terminable with or without cause by the Company and the Bank. Mr. Geib will
have no right to compensation or other benefits pursuant to the agreement for any period after
voluntary termination or termination by the Company and the Bank for cause, retirement or death.
If Mr. Geibs employment is terminated due to disability, he will be entitled to a declining
percentage of his base salary for the remaining term of the agreement.
If prior to a change in control of the Company or the Bank either (i) Mr. Geib terminates his
employment as a result of certain adverse actions by the Company or the Bank or (ii) the agreement
is terminated by the Company and the Bank other than for cause, disability, retirement or death,
then Mr. Geib will be entitled to a lump sum cash severance amount equal to his base salary for the
remaining term of the agreement or, if greater, for 2.99 years, with such base salary to be
discounted to present value, plus a lump sum cash payment equal to the projected cost of providing
continued benefits (other than insurance benefits or benefits under retirement plans, stock
compensation plans or cash compensation plans) to Mr. Geib for the lesser of the remaining term of
his agreement or three years. If Mr. Geibs employment is terminated concurrently with or
subsequent to a change in control of the Company or the Bank, as defined, by either (a) the Company
or the Bank for other than cause, disability, retirement or death or (b) Mr. Geib as a result of
certain adverse actions by the Company or the Bank, then Mr. Geib will be entitled to a cash
severance amount equal to three times his annual compensation. Annual compensation is defined as
the average aggregate annual compensation paid to Mr. Geib and includible in his gross income for
federal income tax purposes during the five calendar years preceding the year in which the date of
termination occurs, and such compensation includes among other things salary, bonuses and income
related to the exercise of stock options. In addition, in any of the termination events set forth
in this paragraph, Mr. Geib will also be entitled to the continuation of insurance benefits similar
to those he is receiving at the time of such termination for periods specified in the agreement or
until he obtains full-time employment with another employer providing similar benefits, whichever
occurs first, plus a lump sum cash payment equal to the projected cost of providing continued
benefits (other than insurance benefits or benefits under retirement plans, stock compensation
plans or cash compensation plans) to Mr. Geib for the lesser of the remaining term of his agreement
or three years.
The employment agreement provides that in the event any of the payments to be made thereunder
or otherwise upon termination of employment are deemed to constitute parachute payments within
the meaning of Section 280G of the Code, then such payments and benefits received thereunder shall
be reduced by the minimum amount necessary to result in no portion of the payments and benefits
being non-deductible by the Company and the Bank for federal income tax purposes. Parachute
payments generally are payments equal to or greater than three times the executives base amount,
which is defined to mean the executives average annual compensation from the employer includable
in the executives gross income during the most recent five taxable years ending before the year in
which a change in control of the employer occurs. Recipients of parachute payments are subject to
a 20% excise tax on the amount by which such
payments exceed the base amount, in addition to regular income taxes, and payments in excess of the
base amount are not deductible by the employer as compensation expense for federal income tax
purposes.
16
Change in Control Agreements
The Company and the Bank have entered into change of control agreements with Messrs. McGill,
Kopenhaver, Gordon and Ms. Strouse in order to assist the Company and the Bank in maintaining a
stable and competent management base. The agreements provide for a three-year term, and subject to
satisfactory performance reviews, among other things, shall extend on each anniversary date for an
additional year so that the remaining term will be three years, unless either the boards of
directors of the Company or the Bank or the executive provides contrary written notice to the other
not less than 30 days in advance of such anniversary date. The agreements are automatically
extended for an additional one year upon a change in control of the Company or the Bank, as
defined. In the event that the executives employment is terminated or other certain adverse
actions are taken with respect to the executives employment within 18 months subsequent to a
change in control, the agreements provide that the executive would receive a severance payment in
the amount of two times the executives annual compensation (defined as the highest annual salary
plus average bonus during the last three years), the continued participation in all group, life,
health, accident and disability insurance for the lesser of 36 months or until the executives full
time employment by another employer, and a cash amount equal to the projected cost of benefits
provided to the executive under certain employee benefit plans for 36 months. The total amount of
payments under the agreements shall be reduced by the amount necessary to result in no portion of
the payments being parachute payments and non-deductible to the Company pursuant to Section 280G
of the Internal Revenue Code.
Employee Stock Ownership Pension Plan
The board of directors of the Company have adopted an Employee Stock Ownership Pension Plan
(ESOP). The trustees of the ESOP are Messrs. Alderfer, Cummins and Meschter. The trustees also
serve as the administrators of the ESOP. The trustees hold, invest, reinvest, manage, administer
and distribute the assets of the ESOP for the exclusive benefit of participants, retired
participants and their beneficiaries in accordance with the terms of the ESOP and the Employee
Stock Ownership Trust (Trust) established pursuant to the ESOP. All of the assets of the ESOP
are held in the Trust, which is managed by the trustees. The ESOP is subject to the participation,
vesting, fiduciary responsibility, reporting, and disclosure and claims procedure requirements of
ERISA. All officers and employees of the Company who work 1,000 hours or more in a plan year, who
have attained the age of 21 and have completed 12 months of service may participate in the ESOP.
In general, the ESOP requires the Company to contribute to the Trust in cash each year an
amount which is not less than the amount required to enable the Trust to discharge its current
obligations. The Company may make additional contributions in cash, shares of the common stock or
other property, which shall be valued at its fair market value, as the Companys board of directors
may determine.
Contributions of the Company in cash and other cash received by the Trust will be applied to
pay any current obligations of the Trust incurred for the purchase of common stock, or may be
applied to purchase additional shares of common stock from current stockholders or from the
Company. The investment policy of the ESOP is to invest primarily in common stock of the Company;
however, the ESOP permits the investment of contributions to the ESOP into other assets, including
certificates of deposit and securities issued by the U.S. government or its agencies.
The ESOP requires the Company to pay all costs of administering the ESOP and any similar
expenses of the trustees, excluding normal brokerage charges which are included in the costs of
stock purchased. All shares of common stock which are allocated to participants stock accounts
shall be voted by the trustees in accordance with instructions from the participants. All
unallocated shares of common stock held by the Trust or in a suspense account shall be voted by the
trustees.
Participation in the ESOP terminates as of the anniversary date coinciding with or next
following a participants death, disability or retirement. Upon termination of a participants
employment for any reason other than death, disability or retirement, or upon a break in service,
the participant shall have vested rights in a portion of his or her stock and investment accounts
based upon the participants years of credited service at his or her date of termination. A
participant is fully vested in his stock and investment accounts after three years of plan
participation.
17
Vested benefits under the ESOP will normally be distributed in a single distribution as soon
as possible following a participants separation from service. Distribution of benefits under the
ESOP may be made in cash or in a combination of shares of common stock and cash.
The Companys contributions to the ESOP are deductible by the Company to the extent provided
by the Code and the ESOP will not be subject to federal income tax on its income and gain. A
participant will not be taxed on contributions made by the Company or earnings on such
contributions until he receives a distribution under the ESOP.
During fiscal 2010, the Company contributed $256,617 to the Trust which was allocated to
participants accounts according to the terms of the plan. The amounts allocated to executive
officers under the ESOP in fiscal 2010 are included in the Summary Compensation Table above.
401(k) Plan
The Company maintains the Harleysville Savings 401(k) Plan, a deferred salary savings plan.
All officers and employees working 1,000 hours or more in a plan year, who have attained the age of
21 and have completed 12 months of service, may participate in the 401(k) Plan on an optional
basis. Under the plan, participants may defer a portion of their salary by payroll deduction. The
Company or its subsidiaries make a matching contribution of 100% of the first 3% of the
participants contribution. All contributions are invested via a plan trust. The Companys
matching contributions are vested at 100% after three years of service. All contributions are
invested via a plan trust at the direction of the participant among several options, including
several different mutual funds. Benefit payments normally are made in connection with a
participants retirement. Under current Internal Revenue Service regulations, the amount
contributed to the plan and the earnings on those contributions are not subject to Federal income
tax until they are withdrawn from the plan. The amount of the matching contributions by the
Company under the 401(k) Plan to the executive officers in fiscal 2010 are included in the Summary
Compensation Table above.
Profit Sharing Incentive Plan
The Company maintains the Profit Sharing Incentive Plan which is designed to provide cash
incentive payments to the Companys officers and employees when the Company exceeds certain
performance criteria. All of the Companys employees participate in the profit sharing plan,
including the named executive officers. The profit sharing plan provides that the Company will
make allocations to a bonus pool provided certain performance criteria are satisfied. For fiscal
2010, the bonus pool was based upon achieving levels of basic earnings per share (the target
earnings). Awards from the bonus pool are based on each participants base earnings as a
percentage of the total base earnings of all participants, and a weighing factor which recognizes
that the Companys senior management, middle management and other employees have varying levels of
responsibility for the Companys overall performance. The amounts paid to the named executive
officers under the profit sharing plan for fiscal 2009 are included in the Summary Compensation
Table above. The total amount of incentive payments made to all employees (124 people) who
received payments pursuant to the profit sharing plan for the year ended September 30, 2010 was
$460,798.
Directors Compensation
Directors of the Company received an annual fee of $9,000, plus $750 for each regular board
meeting attended during fiscal 2010. Directors of the Company, with the exception of executive
officers, received $450 and the chairman of each committee received $900 for each committee meeting
attended during fiscal 2010. The chairman of the board received an annual fee of $18,000, plus
$1,500 for each regular board meeting attended in fiscal 2010. The chairman of the audit committee
received $1,200 and each member of the audit committee received $900 for each meeting attended in
fiscal 2010.
18
The following table sets forth information concerning compensation paid or accrued by the
Company and its subsidiaries to each member of the board of directors during the year ended
September 30, 2010. Mr. Geib has been omitted from the table as his compensation is fully reported
in the Summary Compensation Table above.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fees |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonqualified |
|
|
|
|
|
|
|
|
|
Earned or |
|
|
|
|
|
|
|
|
|
|
Non-Equity |
|
|
Deferred |
|
|
|
|
|
|
|
|
|
Paid in |
|
|
Stock |
|
|
Option |
|
|
Incentive Plan |
|
|
Compensation |
|
|
All Other |
|
|
|
|
Name |
|
Cash(1) |
|
|
Awards(2) |
|
|
Awards(2) |
|
|
Compensation |
|
|
Earnings |
|
|
Compensation |
|
|
Total |
|
Sanford L. Alderfer |
|
$ |
20,250 |
|
|
$ |
|
|
|
$ |
9,250 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
29,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thomas D. Clemens |
|
|
19,050 |
|
|
|
|
|
|
|
9,250 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
28,300 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mark R. Cummins |
|
|
25,200 |
|
|
|
|
|
|
|
9,250 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
34,450 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charlotte A. Hunsberger |
|
|
24,300 |
|
|
|
|
|
|
|
9,250 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
33,550 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
George W. Meschter |
|
|
21,150 |
|
|
|
|
|
|
|
9,250 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30,400 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Edward J. Molnar |
|
|
41,100 |
|
|
|
|
|
|
|
9,250 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
50,350 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James L. Rittenhouse |
|
|
24,300 |
|
|
|
|
|
|
|
9,250 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
33,550 |
|
|
|
|
(1) |
|
Include payment of directors fees for service on the board of directors of the Company and
the Bank. Also includes the payment of fees for attendance at meetings of the board and
committees that the director serves on as well as fees for service as chairman of a board
committee. |
|
(2) |
|
Reflects the aggregate grant date value computed in accordance with FASB Topic 718 during
indicated fiscal year with respect to awards of restricted stock and/or stock options in
fiscal 2010. For a discussion of the assumptions used to establish the valuation of the stock
options, reference is made to Note 2 of the Notes to the Consolidated Financial Statements of
the Company included in the Companys Annual Report on Form 10-K for the year ended September
30, 2010. |
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In accordance with applicable federal laws and regulations, the Bank offers mortgage loans to
its directors, officers and employees for the financing of their primary residences as well as
various business and consumer loans. These loans are generally made on substantially the same
terms as those prevailing at the time for comparable transactions with non-affiliated persons. It
is the belief of management that these loans neither involve more than the normal risk of
collectibility nor present other unfavorable features.
Section 22(h) of the Federal Reserve Act generally provides that any credit extended by a
savings institution to its executive officers, directors and, to the extent otherwise permitted,
principal stockholder(s), or any related interest of the foregoing, must (i) be on substantially
the same terms, including interest rates and collateral, as those prevailing at the time for
comparable transactions by the savings association with non-affiliated parties; (ii) be pursuant to
underwriting standards that are no less stringent than those applicable to comparable transactions
with non-affiliated parties; (iii) not involve more than the normal risk of repayment or present
other unfavorable features; and (iv) not exceed, in the aggregate, the institutions unimpaired
capital and surplus, as defined.
The Bank offers certain loans to its directors, executive officers and employees. It is the
belief of management that these loans do not involve more than the normal risk of collectibility.
These loans are made on substantially the same terms as those prevailing at the time for comparable
transactions with nonaffiliated persons. Directors, executive officers and employees of the Bank
receive no discount from the market interest rate for loans made by the Bank. As of September 30,
2010, two of the Companys directors and executive officers had loans outstanding with a balance in
excess of $120,000, which amounted to $783,937 in the aggregate.
19
PROPOSAL TO ADOPT A NON-BINDING RESOLUTION TO APPROVE
THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
Pursuant to Section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the
Dodd-Frank Act), the proxy rules of the SEC were amended to require that not less frequently than
once every three years, a proxy statement for an annual meeting of stockholders for which the proxy
solicitation rules of the SEC require compensation disclosure must also include a separate
resolution subject to stockholder vote to approve the compensation of the Companys named executive
officers disclosed in the proxy statement.
The executive officers named in the summary compensation table and deemed to be named
executive officers are Messrs. Geib, McGill and Kopenhaver. Reference is made to the summary
compensation table and disclosures set forth under Compensation of Directors and Executive
Officers in this proxy statement.
The proposal gives stockholders the ability to vote on the compensation of our named executive
officers through the following resolution:
Resolved, that the stockholders approve the compensation of the named executive officers as
disclosed in this proxy statement.
The stockholder vote on this proposal is not binding on the Company or the board of directors
and cannot be construed as overruling any decision made by the board of directors. However, the
board of directors of the Company will review the voting results on the non-binding resolution and
take them into consideration when making future decisions regarding executive compensation.
The Board of Directors recommends that you vote FOR the non-binding resolution to approve
the compensation of our named executive officers.
ADVISORY VOTE ON THE FREQUENCY OF THE NON-BINDING RESOLUTION
TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
Section 951 of the Dodd-Frank Act also amended the proxy rules of the SEC to require that not
less frequently than once every six years, a proxy statement for an annual meeting of stockholders
for which the proxy solicitation rules of the SEC require compensation disclosure must also include
a separate proposal subject to stockholder vote to determine whether the stockholder vote to
approve the compensation of the named executive officers will occur every one, two or three years.
Accordingly, we are seeking a stockholder vote regarding whether the non-binding resolution to
approve the compensation of our named executive officers should occur every three years, every two
years or every year.
The board of directors asks that you support a frequency of every three years for future
non-binding resolutions on compensation of our named executive officers. Setting an advisory vote
every three years will be the most effective timeframe for the Company to respond to stockholder
feedback and provide the Company with sufficient time to engage with stockholders to understand and
respond to the vote results.
The advisory vote on this proposal is not binding on the Company or the board of directors and
cannot be construed as overruling any decision made by the board of directors. However, the board
of directors of the Company will review the results on the advisory vote and take them into
consideration when making future decisions regarding the frequency of submitting to stockholders
the non-binding resolution to approve the compensation of our named executive officers.
The Board of Directors recommends an advisory vote for a frequency of THREE YEARS for future
non-binding resolutions to approve the compensation of our named executive officers.
20
RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
General
The Audit Committee of the board of directors of the Company has appointed ParenteBeard LLC as
the independent registered public accounting firm for the Company for the year ending September 30,
2011. The board of directors has directed that the selection of the accounting firm be submitted
for ratification by the stockholders at the annual meeting. The Company has been advised by
ParenteBeard that neither the firm nor any of its associates has any relationship with the Company
or its subsidiaries other than the usual relationship that exists between independent registered
public accounting firm and clients. ParenteBeard will have representatives at the annual meeting
who will have an opportunity to make a statement, if they so desire, and will be available to
respond to appropriate questions.
Change in Auditors
The Companys financial statements for the fiscal years ended September 30, 2008 and 2007 were
audited by Beard Miller Company LLP. In October 2009, Beard Miller was combined with ParenteBeard
and ParenteBeard was engaged by the Audit Committee as the independent registered public accounting
firm of the Company for the fiscal year ended September 30, 2009. In connection with their audit
for the years ended September 30, 2008 and 2007 and during the subsequent interim period until the
engagement of ParenteBeard, there were no disagreements with Beard Miller on any matter of
accounting principles or practices, financial statement disclosures, or auditing scope or
procedure. Beard Millers report on the financial statements for fiscal 2008 and 2007 did not
contain an adverse opinion or disclaimer of opinion and was not qualified or modified as to
uncertainty, audit scope or accounting principles. During fiscal 2008 and 2007, ParenteBeard did
not advise, and has not indicated to the Company that it had reason to advise, the Company of any
reportable event, as defined in Item 304(a) of Regulation S-K of the Exchange Act. During fiscal
2008 and 2007, the Company had not consulted ParenteBeard regarding the application of accounting
principles, either contemplated or proposed, the type of audit opinion that might be rendered on
the Companys financial statements or any other matters of a reportable event.
Auditor Fees
The following table sets forth the aggregate fees paid by us to ParenteBeard in fiscal 2010
and 2009, respectively, for professional services in connection with the audit of the Companys
consolidated financial statements, and the fees paid by us to ParenteBeard for audit-related
services, tax services and all other services during fiscal 2010 and 2009, respectively.
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Fiscal Year Ended September 30, |
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2010 |
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2009 |
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Audit fees (1) |
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108,400 |
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$ |
103,300 |
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Audit-related fees (2) |
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1,000 |
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Tax fees |
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All other fees (3) |
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1,500 |
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Total |
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109,400 |
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$ |
104,800 |
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(1) |
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Includes professional services rendered by the auditor of the Companys annual financial
statements and review of financial statements included in Forms 10-Q, or services normally
provided in connection with statutory and regulatory filings, including out-of-pocket
expenses. |
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(2) |
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Assurance and related services reasonably related to the performance of the audit or review
of financial statements, including consent procedures for Form S-8 filing. |
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(3) |
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Assistance with affirmative action plan in 2009. |
21
Pre-Approval Policy and Procedures
The Audit Committee selects the Companys independent registered public accounting firm and
pre-approves all audit services to be provided by it to the Company. The Audit Committee also
reviews and pre-approves all audit-related, tax and all other services rendered by our independent
registered public accounting firm in accordance with the audit committees charter and policy on
pre-approval of audit-related, tax and other services. In its review of these services and related
fees and terms, the audit committee considers, among other things, the possible effect of the
performance of such services on the independence of our independent registered public accounting
firm. Pursuant to its
policy, the audit committee pre-approves certain audit-related services and certain tax services
which are specifically described by the Audit Committee on an annual basis and separately approves
other individual engagements as necessary. The pre-approval requirements do not apply to certain
services if: (i) the aggregate amount of such services provided to the Company constitutes not
more than five percent of the total amount of revenues paid by the Company to its independent
auditor during the year in which the services are provided; (ii) such services were not recognized
by the Company at the time of the engagement to be other services; and (iii) such services are
promptly brought to the attention of the committee and approved by the committee or by one or more
members of the committee to whom authority to grant such approvals has been delegated by the
committee prior to the completion of the audit. The Audit Committee may delegate to one or more
designated members of the committee the authority to grant required pre-approvals. The decisions
of any member to whom authority is delegated to pre-approve an activity shall be presented to the
full committee at its next scheduled meeting.
During the fiscal year ended September 30, 2010, each new engagement of the independent
registered public accounting firm was approved in advance by the Audit Committee, and none of those
engagements made use of the de minimis exception to pre-approval contained in the SECs rules.
The Board of Directors recommends that you vote FOR the ratification of the appointment of
ParenteBeard LLC as our independent registered public accounting firm for the year ending September
30, 2011.
STOCKHOLDER PROPOSALS AND STOCKHOLDER
COMMUNICATIONS WITH THE BOARD OF DIRECTORS
Any proposal which a stockholder wishes to have included in the proxy materials of the Company
relating to the next annual meeting of stockholders of the Company, which is scheduled to be held
in January 2011, must be received at the principal executive offices of the Company, 271 Main
Street, Harleysville, Pennsylvania 19438, Attention: Corporate Secretary, no later than August 19,
2011. If such proposal is in compliance with all of the requirements of Rule 14a-8 of the Exchange
Act, it will be included in the proxy statement and set forth on the form of proxy issued for such
annual meeting of stockholders. It is urged that any such proposals be sent certified mail, return
receipt requested.
Stockholder proposals which are not submitted for inclusion in the Companys proxy materials
pursuant to Rule 14a-8 of the Exchange Act may be brought before an annual meeting pursuant to the
Companys Bylaws, which provides that business must be (a) specified in the notice of meeting (or
any supplement thereto) given by or at the direction of the board of directors, or (b) otherwise
properly brought before the meeting by a stockholder. For business to be properly brought before
an annual meeting by a stockholder, the stockholder must have given timely notice thereof in
writing to the Secretary of the Company. To be timely a stockholders notice must be delivered to
or mailed and received at the principal executive offices of the Company not later than ninety days
prior to the anniversary date of the mailing of proxy materials by the Company in connection with
the immediately preceding annual meeting of stockholders. A stockholders notice to the Secretary
shall set forth as to each matter the stockholder proposes to bring before the annual meeting (a) a
brief description of the business desired to be brought before the annual meeting, (b) the name and
address, as they appear on the Companys books, of the stockholder proposing such business, (c) the
class and number of shares of the Company which are beneficially owned by the stockholder, and (d)
any material interest of the stockholder in such business. To be timely with respect to the next
annual meeting of stockholders of the Company, a stockholders notice must be received by the
Company no later than September 18, 2011.
The board of directors of the Company has adopted a process by which stockholders may
communicate directly with members of the board. Stockholders who wish to communicate with the
board may do so by sending written communications addressed to the Board of Directors, c/o Adrian
D. Gordon, Corporate Secretary, Harleysville Savings Financial Corporation, 271 Main Street,
Harleysville, Pennsylvania 19438.
22
ANNUAL REPORTS
A copy of the Companys Annual Report on Form 10-K for the year ended September 30, 2010
accompanies this proxy statement. Such annual report is not part of the proxy solicitation
materials.
Upon receipt of a written request, the Company will furnish to any stockholder without charge
a copy of the exhibits to the Companys Annual Report on Form 10-K for the year ended September 30,
2010. Such written requests should be directed to the Corporate Secretary, Harleysville Savings
Financial Corporation, 271 Main Street, Harleysville, Pennsylvania 19438.
OTHER MATTERS
Management is not aware of any business to come before the annual meeting other than the
matters described above in this proxy statement. However, if any other matters should properly
come before the meeting, it is intended that the proxies solicited hereby will be voted with
respect to those other matters in accordance with the judgment of the persons voting the proxies.
The cost of the solicitation of proxies will be borne by the Company. The Company will
reimburse brokerage firms and other custodians, nominees and fiduciaries for reasonable expenses
incurred by them in sending the proxy materials to the beneficial owners of the common stock. In
addition to solicitations by mail, directors, officers and employees of the Company may solicit
proxies personally or by telephone without additional compensation.
23
REVOCABLE PROXY
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PLEASE MARK VOTES AS IN
THIS EXAMPLE
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HARLEYSVILLE SAVINGS FINANCIAL CORPORATION |
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF HARLEYSVILLE SAVINGS
FINANICAL CORPORATION FOR USE ONLY AT THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JANUARY 26,
2011 AND AT ANY ADJOURNMENT THEREOF.
The undersigned, being a stockholder of Harleysville Savings Financial Corporation (the
Company), hereby appoints the Board of Directors, or any successors in their respective
positions, as proxy, with full powers of substitution, and hereby authorizes the Board to represent
and vote, as designated below, all the shares of common stock of the Company held of record by the
undersigned on December 3, 2010 at the Annual Meeting of Stockholders to be held at the Indian
Valley Country Club, located at 650 Bergey Road, Telford, Pennsylvania 18969, on January 26, 2011
at 9:30 a.m., local time, or any adjournment thereof.
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ELECTION OF DIRECTORS: |
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Nominees for a three year term: Edward J. Molnar and Charlotte A. Hunsberger |
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FOR
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WITHHOLD
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FOR ALL EXCEPT |
INSTRUCTIONS: To withhold authority to vote for any individual nominee, mark FOR ALL EXCEPT and
write that nominees name in the space provided below.
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PROPOSAL to adopt a non-binding resolution to approve the compensation of our named executive
officers. |
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FOR
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AGAINST
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ADVISORY VOTE on the frequency of the non-binding resolution to approve the compensation of our
named executive officers. |
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EVERY THREE YEARS
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EVERY TWO YEARS
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EVERY YEAR |
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PROPOSAL to ratify the appointment of ParenteBeard LLC as the Companys Independent registered
public accounting firm for the year ending September 30, 2011. |
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In their discretion, the proxies are authorized to vote upon such other business as may properly
come before the Annual Meeting as described in the accompanying Proxy Statement. |
If not otherwise specified, this proxy will be voted FOR the election of the Board of
Directors nominees to the Board of Directors, FOR approval of the non-binding resolution to
approve compensation of our named executive officers, as an abstention on the advisory vote on the
frequency of the non-binding resolution to approve the compensation of our named executive officers
and FOR the ratification of the independent registered public accounting firm and otherwise at the
discretion of the proxies. In their discretion, the proxies are authorized to vote with respect to
approval of the minutes of the last meeting of stockholders, the election of any person as director
if a nominee is unable to serve or for good cause will not serve, matters incident to the conduct
of the meeting and upon such other business as may properly come before this meeting. This proxy
may be revoked at any time prior to the time it is voted at the Annual Meeting.
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Please be sure to date and sign
this proxy card in the box below.
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Date
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Sign above |
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Detach above card, sign, date and mail in postage paid envelope
provided.
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HARLEYSVILLE SAVINGS FINANCIAL CORPORATION
HARLEYSVILLE, PENNSYLVANIA
The Board of Directors recommends that you vote (i) FOR the
nominees for director; (ii) FOR the non-binding resolution to
approve the compensation of our named executive officers; (iii) FOR
THREE YEARS on the advisory vote on the frequency of the
non-binding resolution to approve the compensation of named
executive officers; and (iv) FOR the ratification of ParenteBeard
LLC as the Companys independent registered public accounting firm
for the year ending September 30, 2011.
The above signed hereby acknowledges receipt of a Notice of Annual Meeting of Stockholders of
Harleysville Savings Financial Corporation, to be held on January 26, 2011, or any adjournment
thereof, and a Proxy Statement for the Annual Meeting, prior to the signing of this proxy.
Please sign exactly as your name(s) appear(s) on this Proxy. When signing in a representative
capacity, please give title. When shares are held jointly, both should sign.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of
Stockholders to be held on January 26, 2011. The proxy statement and the Annual Report on Form
10-K for the year ended September 30, 2010 as well as driving directions to the annual meeting are
available on our website at www.harleysvillesavings.com under the tabs About Us Annual Meeting
Materials.
IF YOUR ADDRESS HAS CHANGED, PLEASE CORRECT THE ADDRESS IN THE SPACE PROVIDED BELOW AND RETURN THIS
PORTION WITH THE PROXY IN THE ENVELOPE PROVIDED.
December 17, 2010
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TO: |
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Participants in the Employee Stock Ownership Pension
Plan of Harleysville Savings Financial Corporation |
As described in the enclosed materials, your voting instructions as a stockholder of Harleysville
Savings Financial Corporation (the Company) is being solicited in connection with our upcoming
Annual Meeting of Stockholders because you have shares of common stock of the Company allocated to
your account under the Employee Stock Ownership Pension Plan (ESOP). I hope you will take
advantage of the opportunity to direct the manner in which shares of common stock of the Company
allocated to your account under the plan will be voted at the Annual Meeting.
Enclosed with this letter is a Proxy Statement, which describes the matters to be voted upon, and a
voting instruction ballot, which will permit you to vote the shares allocated to your account in
the plan. After you have reviewed the Proxy Statement, we urge you to vote your shares held in the
plan by marking, dating, signing and returning the enclosed voting instruction ballot to the
administrator of the plan, who will tabulate the votes for the Trustees of the plan. The Trustees
will certify the totals to the Company for the purpose of having those shares voted at the Annual
Meeting.
We urge each of you to vote, as a means of participating in the governance of the affairs of
Harleysville Savings Financial Corporation. If your voting instructions for the ESOP are not
received, the shares allocated to your account will be voted by the Trustees in their discretion.
While I hope that you will vote in the manner recommended by the Board of Directors, the most
important thing is that you vote in whatever manner you deem appropriate. Please take a moment to
do so.
Please note the enclosed material relates only to those shares which have been allocated to your
account under the ESOP. You will receive other voting material for those shares owned by you
individually and not under the plan.
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Sincerely, |
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/s/Ronald B. Geib |
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Ronald B. Geib |
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President and Chief Executive Officer |
HARLEYSVILLE SAVINGS FINANCIAL CORPORATION
ANNUAL MEETING OF STOCKHOLDERS
VOTING INSTRUCTION BALLOT
The undersigned hereby instructs the Trustees of the Employee Stock Ownership Pension Plan
(ESOP) of Harleysville Savings Financial Corporation (the Company) to vote, as designated
below, all the shares of common stock of the Company allocated to his or her account under the ESOP
as of December 3, 2010, at the Annual Meeting of Stockholders to be held at the Indian Valley
Country Club located at 650 Berger Road, Telford, Pennsylvania, on Wednesday, January 26, 2011 at
9:30 a.m., Eastern time, and any adjournment thereof.
1. |
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ELECTION OF DIRECTORS: |
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Nominees for a three year term: Edward J. Molnar and Charlotte A. Hunsberger |
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FOR
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WITHHOLD
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FOR ALL EXCEPT |
INSTRUCTIONS: To withhold authority to vote for any individual nominee, mark FOR ALL EXCEPT and
write that nominees name in the space provided below.
2. |
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PROPOSAL to adopt a non-binding resolution to approve the compensation of our named executive
officers. |
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FOR
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AGAINST
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ABSTAIN |
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ADVISORY VOTE on the frequency of the non-binding resolution to approve the compensation of our
named executive officers. |
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EVERY THREE YEARS
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EVERY TWO YEARS
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EVERY YEAR |
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PROPOSAL to ratify the appointment of ParenteBeard LLC as the Companys Independent registered
public accounting firm for the year ending September 30, 2011. |
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ABSTAIN |
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In their discretion, the Trustees are authorized to vote upon such other business as may
properly come before the meeting. |
The Board of Directors recommends that you vote (i) FOR the nominees for director; (ii) FOR
the non-binding resolution to approve the compensation of our named executive officers; (iii) FOR
THREE YEARS on the advisory vote on the frequency of the non-binding resolution to approve the
compensation of named executive officers; and (iv) FOR the ratification of ParenteBeard LLC as the
Companys independent registered public accounting firm for the year ending September 30, 2011.
If you return this card properly signed but do not otherwise specify, your shares will be
voted FOR the election of the Board of Directors nominees to the Board of Directors, FOR approval
of the non-binding resolution to approve compensation of our named executive officers, as an
abstention on the advisory vote on the frequency of the non-binding resolution to approve the
compensation of our named executive officers and FOR the ratification of the independent registered
public accounting firm and otherwise at the discretion of the proxies. If you do not return this
card, your shares will be voted by the Trustees in their discretion.