Add
NBTB to Portfolio
Set Alert
Email to a
Friend
| |||
|
|
Quotes & Info
|
| NBTB > SEC Filings for NBTB > Form 8-K on 25-Mar-2009 | All Recent SEC Filings |
25-Mar-2009
Other Events
The following information is intended to be responsive to the requirements of Part III of Form 10-K, as applicable to NBT Bancorp Inc.'s (the "Company" or "NBT") fiscal year ended December 31, 2008. This information is intended to supplement the information currently provided in Part III of the Company's Annual Report on Form 10-K for the year ended December 31, 2008, filed with the Securities and Exchange Commission (the "SEC") on March 2, 2009. The Company intends to include this additional information in substantially the same form in the definitive proxy statement for its 2009 annual meeting of stockholders to be filed pursuant to Regulation 14A. Such filing with the SEC will be made within the time prescribed for incorporation by reference of such information into the Company's Annual Report on Form 10-K. This information is being provided in connection with the filing of the Company's registration statement on Form S-3 on the date hereof.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
At the annual meeting, four directors will be elected to serve a three year term until each such director's successor is elected and qualified or until the director's earlier death, resignation or removal. The Board currently consists of eleven members and is divided into three classes. The term of only one class of directors expires in each year, and their successors are elected for terms of up to three years and until their successors are elected and qualified. Messrs. Dietrich, Mitchell, Nasser and Murphy, whose terms expire at the 2009 annual meeting, have been nominated to stand for re-election at the 2009 annual meeting for terms expiring in 2012.
The following table contains stock ownership and other information on the nominees for election for the terms as shown, our directors and our non-director executive officers:
Number of Common
Principal Occupation During Shares
Past Five Years Director Beneficially Owned Percent of Shares
Name Age at 12/31/08 and Other Directorships Since on 12/31/08 Outstanding
|
Nominees with terms expiring in 2012:
CEO of NBT since January
Martin A. Dietrich 53 2006; 2005 41,192 (1)
President of NBT since
January 2004; 848 (1) (a)
President and CEO of NBT
Bank since 24,352 (1) (b)
January 2004; President and
Chief Operating 10,953 (2)
Officer of NBT Bank from
September 1999 158,844 (4)
to December 2003 6,000 (c)
Directorships: 755 (g)
Preferred Mutual Insurance
Company 242,944 *
Chenango Memorial Hospital
Board of Trustees
United Health Services
Independent Bankers
Association of New York
Pennstar Bank since 2004
NBT Bank since 2001
Consultant, Blue Seal Feeds
John C. Mitchell 58 Inc. 1994 27,301 (1) (e)
President and CEO of I.L.
Richer Co. (agri. business) 3,097 (2)
from 1979 to 2008 8,287 (3)
Directorships: 38,685 *
Preferred Mutual Insurance
Company
NY Agridevelopment
Corporation
Delaware Otsego Corporation
NBT Bank since 1993
|
Joseph G. Nasser 51 Accountant, Nasser & Co. 2000 43,162 (1) (f)
Directorships: 415 (1) (a)
Pennstar Bank since 1999 11,449 (2)
1,230 (3)
56,256 *
President & Owner, Red Line
Michael M. Murphy 47 Towing Inc. 2002 8,539 (1)
Directorships: 50 (2)
Pennstar Bank since 1999 3,630 (3)
12,219 *
|
Continuing Directors with terms expiring in 2011:
Electrical contractor (sole
Richard Chojnowski 66 proprietorship) 2000 7,613 (1)
Directorships: 264,353 (2)
Pennstar Bank since 1994 9,330 (3)
281,296 *
President and CEO - Arkell
Joseph A. Santangelo 56 Hall Foundation Inc. 2001 9,477 (1) (f)
Directorships: 4,808 (2)
NBT Bank since 1991 8,080 (3)
22,365 *
|
Continuing Directors with terms expiring in 2010:
Chairman of NBT since
Daryl R. Forsythe 65 January 2004; 1992 118,260 (1) (f)
Chairman of NBT Bank since
January 2004; 1,842 (1) (a)
Chairman and CEO of NBT
from January 2004 to 9,369 (2)
December 2005; Chairman,
President and CEO of NBT 5,000 (3)
From April 2001 to December
2003; Chairman and 134,471 *
CEO of NBT Bank from
September 1999 to
December 2003; President
and CEO of NBT and
NBT Bank from January 1995
to April 2001 and
September 1999,
respectively
Directorships:
Security Mutual Life Ins.
Co. of NY
New York Central Mutual
Fire Insurance Co.
New York Business
Development Corp.
NBT Bank since 1988
Retired attorney-at-law;
William C. Gumble 71 County Solicitor and 2000 96,607 (1)
District Attorney of Pike
County, PA 9,288 (3)
Directorships: 105,895 *
Pennstar Bank since 1985
Partner, law firm of
Stafford, Owens, Piller,
William L. Owens 59 Murnane & 1999 13,696 (1)
Trombley, PLLC 6,487 (3)
Directorships: 20,183 *
Mediquest, Inc.
Champlain Valley Health
Network Inc.
NBT Bank since 1995
Retired Managing Partner,
Patricia T. Civil 59 PricewaterhouseCoopers LLP 2003 7,594 (1)
Directorships: 5,830 (3)
Unity Mutual Life Insurance
Company 13,424 *
SRC Inc.
Anaren Inc.
NBT Bank since 2003
|
Chairman of Preferred
Robert A. Wadsworth 60 Mutual Insurance Co. 2006 3,999 (1)
CEO of Preferred Mutual
Insurance Co. from 1997 to
2008 1,318 (3)
Directorships: 164,041 (d)
Preferred Mutual Insurance
Company 169,358 *
Preferred Services Corp.
Preferred of New York Inc.
Excess Reinsurance Company
Guilderland Reinsurance
Company
NBT Bank since 2005
Executive Officers of NBT Bancorp Inc. other than Directors who are
Officers:
Number of Common
Present Position and Shares
Principal Position Beneficially Owned Percent of Shares
Name Age During Past Five Years on 12/31/08 Outstanding
Senior Executive Vice
President, Chief Financial
Michael J. Chewens 47 Officer 14,225 (1)
of NBT and NBT Bank since
January 2002; EVP, CFO 15,558 (1) (b)
of same 1999-2001;
Secretary of NBT and NBT
Bank 55,022 (4)
since December 2000 84,805 *
President of Retail Banking
of NBT Bank since July
David E. Raven 46 2006; 19,034 (1) (f)
President and Chief
Executive Officer of
Pennstar Bank 15,921 (1) (b)
Division since August 2005;
President and Chief 66,320 (4)
Operating Officer of
Pennstar Bank Division from 101,275 *
August 2000 to August 2005;
Sales and Administration,
September 1999 - August
2000
Executive Vice President,
Jeffrey M. Levy 47 President of Commercial 7,550 (1)
Banking of NBT Bank since
December 2006; Capital 1,915 (1) (b)
Region President since
August 2005; Manager New
York 28,400 (4)
State Government Banking at
M & T Bank, January 37,865 *
2004 - August
2005; President of the
Capital District,
Commercial Banking at M & T
Bank, January 2001 -
December 2003
|
As of December 31, 2008, all directors and executive officers listed above as a group beneficially owned 1,321,041 or 4.05 % of total shares outstanding as of December 31, 2008, including shares owned by spouses, certain relatives and trusts, as to which beneficial ownership may be disclaimed, and options exercisable within sixty days of December 31, 2008.
NOTES:
(a) The information under this caption regarding ownership of securities is based
upon statements by the individual nominees, directors, and officers and
includes shares held in the names of spouses, certain relatives and trusts as
to which beneficial ownership may be disclaimed. These indirectly held shares
total 3,105 for the spouses, minor children and trusts.
(b) In the case of officers and officers who are directors, shares of our stock held in NBT Bancorp Inc. 401(k) and Employee Stock Ownership Plan as of December 31, 2008 totaling 57,746 are included.
(c) Martin A. Dietrich is a named beneficiary of his mother's estate, which includes 6,000 shares.
(d) Preferred Mutual Insurance Company, of which Robert A. Wadsworth serves as Chairman and CEO, owns 164,041 shares.
(e) Does not include 5,000 shares owned by The Adelbert L. Button Charitable Foundation, for which Mr. Mitchell serves as a trustee, but in which all investment and disposition discretion over the shares has been granted to NBT Bank, N.A., as trustee.
(f) Includes shares pledged as security for an obligation, such as pursuant to a loan arrangement or agreement or margin account agreement for the following directors and officers: Daryl R. Forsythe 75,000 shares; Joseph G. Nasser 2,800 shares; Joseph A. Santangelo 7,544 shares; and David E. Raven 5,000 shares.
(g) Martin A. Dietrich is the custodian for a minor.
(1) Sole voting and investment authority.
(2) Shared voting and investment authority.
(3) Shares under option from the NBT 2001 Non-Employee Director, Divisional Director and Subsidiary Director Stock Option Plan, which are exercisable within sixty days of December 31, 2008.
(4) Shares under option from the NBT 1993 Stock Option Plan, which are exercisable within sixty days of December 31, 2008.
(*) Less than 1%.
Section 16(a) Beneficial Ownership Reporting Compliance
Our directors and executive officers must, under Section 16(a) of the Exchange Act, file certain reports of their initial ownership of our common stock and of changes in beneficial ownership of our securities. Based solely on a review of reports submitted to NBT, or written representations from reporting persons that all reportable transactions were reported, the Company believes that during the fiscal year ended December 31, 2008 all Section 16(a) filing requirements applicable to NBT's officers and directors were complied with on a timely basis.
The business and affairs of the Company are managed under the direction of the Board of Directors. Members of the Board are kept informed of the Company's business through discussions with the Company's executive officers, by reviewing materials provided to them and by participating in meetings and strategic planning sessions of the Board and its committees. The Board has adopted corporate governance practices and policies which the Board and senior management believe promote sound and effective corporate governance.
Director Independence
Based on a review of the responses of the directors to questions regarding employment and compensation history, affiliations and family and other relationships and on individual discussions with directors, the full Board has determined that all directors, excluding Mr. Dietrich, meet the standards of independence set forth by the NASDAQ Stock Market. In making this determination, the Board considered transactions and relationships between each director or his or her immediate family and the Company and its subsidiaries, including those reported under "Compensation Committee Interlocks and Insider Participation" and "Certain Relationships and Related Party Transactions" below. Mr. Dietrich is not independent because he is the President and Chief Executive Officer of the Company.
The independent members of the Board meet at least twice annually in an executive session where non-independent directors and management are excused. John Mitchell, who serves as chairman of the Nominating and Corporate Governance Committee, currently chairs these executive sessions.
Code of Ethics
The Company has adopted a Code of Business Conduct and Ethics that applies to all employees, as well as each member of the Company's Board of Directors. The Code of Business Conduct and Ethics is available at the Company's website at www.nbtbancorp.com/bncp/corporategov.html.
Board Policy Regarding Communications with the Board
The Board of Directors maintains a process for shareholders to communicate with the Board of Directors. Shareholders wishing to communicate with the Board of Directors should send any communication to Corporate Secretary, NBT Bancorp Inc., 52 South Broad Street, Norwich, New York 13815. Any such communication must state the name of and the number of shares beneficially owned by the shareholder making the communication. The Corporate Secretary will forward such communication to the full Board of Directors or to any individual director or directors to whom the communication is directed unless the communication is unduly hostile, threatening, illegal or similarly inappropriate. At each Board meeting, a member of management presents a summary of all communications received since the last meeting that were not forwarded and makes those communications available on request.
Director Attendance at Board Meetings and Annual Meetings
During fiscal 2008, the Board held seven meetings. Each incumbent director attended at least 75% of the aggregate of (i) the total number of meetings of the Board held during the period that the individual served and (ii) the total number of meetings held by all committees of the Board on which the director served during the period that the individual served. In addition, directors are expected to attend our annual meeting of shareholders. All directors were in attendance at the 2008 annual meeting, and we expect that all directors will be present at the 2009 annual meeting.
Committees of the Board of Directors
Our Board has a number of standing committees, including a Nominating and Corporate Governance Committee, Audit and Risk Management Committee and Compensation and Benefits Committee. The Board has determined that all of the directors who serve on these committees are independent for purposes of NASDAQ Rule 4200 and that the members of the Audit and Risk Management Committee are also "independent" for purposes of Section 10A(m)(3) of the Securities Exchange Act of 1934 (the "Exchange Act"). A description of each of these committees follows:
Nominating and Corporate Governance Committee. The members of the Nominating and Corporate Governance Committee are John C. Mitchell (Chair), Richard Chojnowski, William C. Gumble, Joseph A. Santangelo and Robert A. Wadsworth. The Committee is responsible for determining the qualification of and nominating persons for election to the Board of Directors, including (if applicable) shareholder nominations that comply with the notice procedures set forth by SEC rules and the Company's Bylaws. The Committee also formulates our corporate governance guidelines and functions to insure successful development of management at the senior level and succession planning, as applicable. The Board of Directors has adopted a written charter for the Nominating and Corporate Governance Committee, a copy of which is available on the NBT Bancorp website at www.nbtbancorp.com/bncp/corporategov.html. This Committee met three times in 2008.
The Board of Directors believes that it should be comprised of directors who possess the highest personal and professional ethics, integrity, and values, and who shall have demonstrated exceptional ability and judgment and who shall be most effective in representing the long term interests of the shareholders.
When considering candidates for the Board of Directors, the Nominating and Corporate Governance Committee takes into account the candidate's qualifications, experience and independence from management. In addition, in accordance with the Company's Bylaws:
· Every director must be a citizen of the United States and have resided in the State of New York, or within two hundred miles of the principal office of the company, for at least one year immediately preceding the election;
· Each director must own $1,000 aggregate book value of the Company's common stock; and
· No person shall be eligible for election or re-election as a director if they shall have attained the age of 70 years.
When seeking candidates for director, the Nominating and Corporate Governance Committee may solicit suggestions from incumbent directors, management or others. The Committee also has the authority to retain any search firm to assist in the identification of director candidates. The Committee will review the qualifications and experience of each candidate. If the Committee believes a candidate would be a valuable addition to the Board, it will recommend to the full Board that candidate's election.
The Company's Bylaws also permit shareholders eligible to vote at the annual meeting to nominate director candidates, but only if such nominations are made pursuant to timely notice in writing to the President of NBT. To be timely, notice must be delivered to, or mailed to and received at, the principal executive offices of NBT within 10 days following the day on which public disclosure of the date of any annual meeting called for the election of directors is first given. The Nominating and Corporate Governance Committee will consider candidates for director suggested by shareholders applying the criteria for candidates described above and considering the additional information required by Article III, Section 3 of the Company's Bylaws, which must be set forth in a shareholder's notice of nomination. Article III, Section 3 of the Company's Bylaws requires that the notice include: (a) as to each person whom the shareholder proposes to nominate for election as a director, (i) the name and address of such person and (ii) the principal occupation or employment of such person; and (b) as to the shareholder giving notice (i) the name and address of such shareholder, (ii) the number of shares of the Company that will be voted for the proposed nominee by such shareholder (including shares to be voted by proxy) and (iii) the number of shares of the Company which are beneficially owned by such shareholder.
Audit and Risk Management Committee. The Audit and Risk Management Committee represents our Board in fulfilling its statutory and fiduciary responsibilities for independent audits of NBT's consolidated financial statements, including monitoring accounting and financial reporting practices and financial information distributed to shareholders and the general public. The Committee members are identified in the Audit and Risk Management Committee Report below. Directors on our Audit and Risk Management Committee meet the expanded independence requirements of audit committee members. In addition, our Board of Directors has determined that Ms. Civil is an "audit committee financial expert" as that term is defined in NASDAQ Marketplace Rule 4350(d)(2)(A) and the rules of the SEC.
This Committee met four times in 2008. Responsibilities and duties of this Committee are discussed more fully in the Audit and Risk Management Committee Report below and in the Committee's charter, which is available on the Company's website at www.nbtbancorp.com/bncp/corporategov.html.
Compensation and Benefits Committee. Directors William L. Owens (Chair), Patricia T. Civil, William C. Gumble, Michael M. Murphy, Joseph G. Nasser, and Joseph A. Santangelo constitute the Company's Compensation and Benefits Committee. All of the Committee members are independent directors, as determined by the Board, and as such term is defined in the NASDAQ Marketplace Rules as they apply to the Company.
The Committee is responsible for the development, oversight and administration of the Company's compensation program. The Committee works closely with the Company's CEO and Executive Vice President of Human Resources to implement our compensation program. In addition, the Committee sometimes works in executive sessions without Company management present.
The Committee regularly reviews our compensation practices and policies and recommends to the Board of Directors the compensation and benefits for the CEO, directors and executive management team, including the named executive officers. In making compensation recommendations to the Board of Directors for the named executive officers, the Committee relies substantially on the recommendations of the CEO and, in the case of the CEO's compensation, upon the . . .
|
|