UNITED
STATES
|
SECURITIES AND EXCHANGE COMMISSION
|
Washington, D.C. 20549
|
|
SCHEDULE 14A
|
(Rule
14a-101)
|
|
INFORMATION
REQUIRED IN PROXY STATEMENT
|
|
SCHEDULE
14A INFORMATION
|
|
Proxy
Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
|
|
Filed by the Registrant
x
|
|
Filed by a Party other than the
Registrant
o
|
|
Check the appropriate box:
|
o
|
Preliminary Proxy Statement
|
o
|
Confidential, for
Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
|
x
|
Definitive Proxy Statement
|
o
|
Definitive Additional Materials
|
o
|
Soliciting Material Pursuant to
§240.14a-12
|
|
PENNS
WOODS BANCORP, INC.
|
(Name
of Registrant as Specified In Its Charter)
|
|
|
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
|
|
Payment of Filing Fee (Check the
appropriate box):
|
x
|
No fee required.
|
o
|
Fee computed on table below per
Exchange Act Rules 14a-6(i)(1) and 0-11.
|
|
(1)
|
Title of each class of securities to
which transaction applies:
|
|
|
|
|
(2)
|
Aggregate number of securities to
which transaction applies:
|
|
|
|
|
(3)
|
Per unit price or other underlying
value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth
the amount on which the filing fee is calculated and state how it was
determined):
|
|
|
|
|
(4)
|
Proposed maximum aggregate value of
transaction:
|
|
|
|
|
(5)
|
Total fee paid:
|
|
|
|
o
|
Fee paid previously with preliminary
materials.
|
o
|
Check box if any part of the fee is
offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing
for which the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule and the date
of its filing.
|
|
(1)
|
Amount Previously Paid:
|
|
|
|
|
(2)
|
Form, Schedule or Registration
Statement No.:
|
|
|
|
|
(3)
|
Filing Party:
|
|
|
|
|
(4)
|
Date Filed:
|
|
|
|
|
|
|
|
PENNS WOODS BANCORP, INC.
300 Market Street
Williamsport, PA 17701
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON WEDNESDAY, APRIL 30, 2008
To Our Shareholders:
Notice is hereby given that the Annual Meeting of holders of Common
Stock of Penns Woods Bancorp, Inc. (the Corporation) will be held at the
Holiday Inn Williamsport, 100 Pine Street, Williamsport, PA 17701, on
Wednesday, April 30, 2008 at 1:00 P.M., for the purpose of
considering and voting upon the following matters:
1.
|
|
To elect three (3) Class 3
Directors, to serve for a three-year term that will expire in 2011, and until
their successors are elected and qualified;
|
|
|
|
2.
|
|
To ratify the appointment by the
Corporations Board of Directors of S.R. Snodgrass, A.C., of Wexford,
Pennsylvania, Certified Public Accountants as the independent auditors for
the Corporation for the year ending December 31, 2008; and
|
|
|
|
3.
|
|
To transact such other business as may
properly come before the Annual Meeting, and any adjournment or postponement
thereof.
|
Holders of record at the close of business on
March 4, 2008, shall be entitled to notice of and to vote at the Annual
Meeting and any adjournment or postponement thereof.
You are urged to
mark, sign, date, and promptly return your Proxy in the enclosed postage-paid
envelope so that your shares may be voted in accordance with your wishes and in
order that the presence of a quorum may be assured. The prompt return of your Proxy, regardless
of the number of shares you hold, will aid the Corporation in reducing the
expense of additional Proxy solicitation.
You are cordially invited to attend the Annual Meeting. The giving of such Proxy does not affect your
right to vote in person at the Annual Meeting, if you give written notice to
the Secretary of the Corporation of your intention to vote at the Annual
Meeting.
By Order of the Board of Directors,
/s/
Ronald A. Walko
|
|
Ronald
A. Walko
|
President and Chief Executive Officer
|
Dated: March 25, 2008
PENNS WOODS BANCORP, INC.
300 Market Street
Williamsport, PA 17701
PROXY STATEMENT FOR THE ANNUAL MEETING OF
SHAREHOLDERS
TO BE HELD WEDNESDAY, APRIL 30, 2008
Introduction,
Date, Time, and Place of Annual Meeting
This Proxy Statement is being furnished in connection with the
solicitation by the Board of Directors of PENNS WOODS BANCORP, INC. (the
Corporation) a Pennsylvania business corporation, of proxies to be voted at
the Annual Meeting (the Annual Meeting) of holders of Common Stock (the
Common Stock) of the Corporation to be held on Wednesday, April 30,
2008, at 1:00 P.M., at the Holiday Inn Williamsport, 100 Pine Street,
Williamsport, PA 17701, and any adjournment or postponement thereof.
The main office of the Corporation is located at 115 South Main Street,
Jersey Shore, PA 17740. The telephone
number is (570) 398-2213. All inquiries
should be directed to Ronald A. Walko, President of the Corporation, at (570)
322-1111. Jersey Shore State Bank (the
Bank) is a wholly owned subsidiary of the Corporation.
Solicitation and
Revocability of Proxies
This
Proxy Statement and enclosed form of Proxy (the Proxy) are first being sent
to shareholders of the Corporation on or about March 25, 2008. Shares
represented by the Proxy, if properly signed and returned, will be voted in
accordance with the specifications made thereon by the shareholders. Any Proxy not specifying to the contrary will
be voted FOR the Class 3 nominees noted and FOR the ratification of
the appointment of S.R. Snodgrass, A.C., Certified Public Accountants, as the
independent auditors of the Corporation for the year ending December 31,
2008. The execution and return of the
enclosed Proxy will not affect a shareholders right to attend the Annual
Meeting and to vote in person if the shareholder gives written notice to the
Secretary of the Corporation. The cost
of assembling, printing, mailing, and soliciting Proxies, and any additional
material, which the Corporation may furnish shareholders in connection with the
Annual Meeting, will be borne by the Corporation. In addition to the solicitation of Proxies by
use of the mails, directors, officers, and employees of the Corporation and/or
the Bank may solicit Proxies by telephone, telegraph, or personal interview,
with nominal expense to the Corporation.
The Corporation will also pay the standard charges and expenses of
brokerage houses or other nominees or fiduciaries for forwarding Proxy
soliciting material to the beneficial owners of shares.
A
shareholder who returns a Proxy may revoke the Proxy at any time before it is
voted (1) by giving written notice of revocation to Ronald A. Walko,
President and Chief Executive Officer, Penns Woods Bancorp, Inc., 300
Market Street, Williamsport, PA 17701, (2) by executing a later-dated Proxy
and giving written notice thereof to the Secretary of the Corporation, or (3) by
voting in person after giving written notice to the President of the
Corporation.
Quorum
Pursuant to the Bylaws of the Corporation, the presence, in person or
by proxy, of shareholders entitled to cast at least a majority of the votes
which all shareholders are entitled to cast shall constitute a quorum for
transaction of business at the Annual Meeting.
Voting Securities
Holders of record
of the Common Stock at the close of business on March 4, 2008 will be
entitled to notice of and to vote at the Annual Meeting. On March 4, 2008 there were 3,876,114
shares of Common Stock outstanding. Each
share of the Common Stock outstanding as of the close of business on March 4,
2008, is entitled to one vote on each matter that comes before the meeting and
holders do not have cumulative voting rights with respect to the election of
directors.
Under Pennsylvania
law and the Bylaws of the Corporation, the presence of a quorum is required for
each matter to be acted upon at the Annual Meeting. Votes withheld, abstentions, and broker
non-votes will be counted in determining the presence of a quorum for the
particular matter.
Assuming the presence of a quorum, the three nominees for director
receiving the highest number of votes cast by shareholders entitled to vote for
the election of directors shall be elected.
Votes withheld from a nominee and broker non-votes will not constitute
or be counted as votes cast for such nominee.
Assuming the
presence of a quorum, the affirmative vote of a majority of all votes cast by
shareholders at the Annual Meeting is required for the ratification of the
independent auditors. Abstentions and
broker non-votes will not constitute or be counted as votes cast and therefore
will not affect the vote on the ratification of auditors.
All Proxies properly executed and not revoked will be voted as
specified.
THE BOARD OF DIRECTORS AND ITS COMMITTEES
|
|
|
|
Number of Times
|
|
|
Met During 2007
|
|
|
|
The Corporation
appointed the following committees for 2007:
|
|
|
|
|
|
|
|
AUDIT:
|
|
H. Thomas Davis, Jr., James M.
Furey, II, D. Michael Hawbaker,
|
|
4
|
|
|
Leroy H. Keiler, III,
R. Edward
Nestlerode, Jr., and James E. Plummer
|
|
|
|
|
|
|
|
BUILDING:
|
|
Lynn
S. Bowes, Michael J. Casale, Jr., H. Thomas Davis, Jr.,
|
|
0
|
|
|
Jay
H. McCormick, and R. Edward Nestlerode, Jr.
|
|
|
|
|
|
|
|
The
Bank appointed the following committees for 2007:
|
|
|
|
|
|
AUDIT:
|
|
H. Thomas Davis, Jr., James M.
Furey, II, D. Michael Hawbaker,
|
|
4
|
|
|
Leroy H. Keiler, III,
R. Edward
Nestlerode, Jr., and James E. Plummer
|
|
|
|
|
|
|
|
BUILDING &
|
|
Michael
J. Casale, Jr., H. Thomas Davis, Jr., James M. Furey, II,
|
|
2
|
INSURANCE:
|
|
Jay
H. McCormick, and Hubert A. Valencik
|
|
|
|
|
|
|
|
EXECUTIVE:
|
|
Lynn
S. Bowes, Michael J. Casale, Jr., H. Thomas Davis, Jr.,
|
|
0
|
|
|
Jay
H. McCormick, and R. Edward Nestlerode, Jr.
|
|
|
|
|
|
|
|
COMPENSATION
|
|
Lynn
S. Bowes, Michael J. Casale, Jr., Jay H. McCormick,
|
|
1
|
& BENEFITS:
|
|
R.
Edward Nestlerode, Jr., and James E. Plummer
|
|
|
|
|
|
|
|
ASSET
LIABILITY:
|
|
Lynn S. Bowes,
James M. Furey, II, D. Michael Hawbaker, Leroy H.
Keiler, III,
|
|
4
|
|
|
James
E. Plummer, William H. Rockey, Hubert A. Valencik, Ronald A. Walko,
|
|
|
|
|
Thomas
A. Donofrio, Brian L. Knepp, Ann M. Riles, and Janine E. Packer.
|
|
|
|
|
Mr. Donofrio,
Mr. Knepp, Mrs. Riles, and Mrs. Packer are employees of the
Bank.
|
|
|
The
Audit Committee is composed of six (6) independent directors of the Bank
who are directors of the Corporation.
The Audit Committee operates under a written charter, a copy of which is
available on our website, www.jssb.com, under Investor Relations/ Financial
Information/ Governance Documents and is available upon written request to the
President.
The
Board of Directors of the Corporation met thirteen (13) times during 2007. The Board of Directors of the Bank met
twenty-seven (27) times during 2007. All
of the Directors attended at least 75% of the aggregate of all meetings of the
Board of Directors and the Committees of which they were members.
In
the view of the Board of Directors, all directors who are independent within
the meaning of the NASDAQ listing standards should participate in the selection
of director nominees. Accordingly, all
directors, except for Directors Walko, Rockey, and Valencik, participate in the
selection of director nominees.
Directors who participate in the selection of director nominees operate
under a written charter, a copy of which is available on our website,
www.jssb.com, under Investor Relations/ Financial Information/ Governance
Documents and is available upon request to the President. Independent directors considering the
selection of director nominees will consider candidates recommended by
shareholders. Shareholders desiring to
submit a candidate for consideration as a nominee of the Board of Directors
must submit the same information with regard to the candidate as that required
to be included in the Corporations proxy statement with respect to nominees of
the Board of Directors in addition to any information required by the Bylaws of
the Corporation. Shareholder
recommendations should be submitted in writing to Penns Woods Bancorp, Inc.,
300 Market Street, Williamsport, PA 17701 (Attention: President and Chief
Executive Officer), on or before December 31 of the year preceding the
year in which the shareholder desires the candidate to be considered as a
nominee. Although the Board of Directors
at this time does not utilize specific written qualifications, candidates must
have a general understanding of the financial services industry or otherwise be
able to provide some form of benefit to the Corporations business, possess the
skills and capacity necessary to provide strategic direction to the
Corporation, be willing to represent the interests of all shareholders, be able
to work in a collegial board environment, and be available to devote the
necessary time to the business of the Corporation. In addition to these requirements, candidates
will be considered on the basis of diversity of experience, skills, qualifications,
occupations, education, and backgrounds, and whether the candidates skills and
experience are complementary to the skills and experience of other Board
members. Candidates recommended by
shareholders will be evaluated on the same basis as candidates recommended by
the independent directors.
Nominations
for director to be made at the Annual Meeting by shareholders entitled to vote
for the election of directors must be submitted to the Secretary of the
Corporation not less than ninety (90) days or more than one hundred fifty (150)
days prior to the Annual Meeting, which notice must contain certain information
specified in the Bylaws. No notice of
nomination for election as a director has been received from any shareholder as
of the date of this Proxy Statement. If
a nomination is attempted at the Annual Meeting that does not comply with
the
procedures required by the Bylaws or if any votes are cast at the Annual
Meeting for any candidate not duly nominated, then such nomination and/or such
votes may be disregarded.
COMPENSATION OF DIRECTORS
Director
Compensation Table
Name
|
|
Fees
Earned or
Paid in
Cash
($)
|
|
Stock
Awards
($)
|
|
Option
Awards
($)
|
|
Non-Equity Incentive Plan
Compensation
($)
|
|
Change in Pension
Value and
Nonqualified Deferred
Compensation
Earnings
($)(1)
|
|
All Other
Compensation
($)
|
|
Total
($)
|
|
Lynn S. Bowes
|
|
$
|
29,700
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
502
|
|
$
|
|
|
$
|
30,202
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael J. Casale, Jr.
|
|
$
|
29,000
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
123
|
|
$
|
|
|
$
|
29,123
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
H. Thomas Davis, Jr.
|
|
$
|
25,700
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
25,700
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James M. Furey, II
|
|
$
|
32,600
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
96
|
|
$
|
|
|
$
|
32,696
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
D. Michael Hawbaker
|
|
$
|
12,000
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
12,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Leroy H. Keiler, III
|
|
$
|
31,800
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
31,800
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jay H. McCormick
|
|
$
|
29,000
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
590
|
|
$
|
|
|
$
|
29,590
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
R. Edward Nestlerode, Jr.
|
|
$
|
27,600
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
27,600
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James E. Plummer
|
|
$
|
25,600
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
25,600
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hubert A. Valencik
|
|
$
|
30,600
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
30,600
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Represents portion of interest credited to the directors deferred
fee account which exceeds 120% of the applicable federal rate under the
Internal Revenue Code. The director fee
agreements are described below.
All
Directors of the Bank received $800 for each meeting of the Board of Directors,
$500 for each Audit or Asset Liability Committee meeting, and $400 for all
other committee meetings of the Board of Directors of the Bank held during
2007. A $7,000 retainer fee was also
paid to each Director of the Corporation during 2007. In addition, Directors receive compensation
for accompanying an officer on property appraisals at a rate of $20 for the
first hour and $10 for each subsequent hour.
The Secretary of the Board of Directors also receives $150 for each
Board meeting. In the aggregate, the
Board of Directors earned $254,400 for all Board of Directors meetings and
committee meetings of the Bank attended.
This total also includes the total received for appraisals, and the
secretarial function. A portion of fees
earned was used to fund a deferred compensation plan for the Directors who
participated in the plan.
The Bank and Messrs. Bowes,
Casale, Furey, McCormick, Rockey, and Walko have entered into director fee
agreements pursuant to which each participating director may defer payment of
all or a portion of his directors fees.
The Bank has established a deferral account for each participating
director on its books. Benefits are funded
by each directors fees and the Banks general assets and are payable upon
retirement, early termination, disability, death, or the occurrence of a change
in control of the Company or the Bank.
Interest is credited to each deferral account at an annual rate equal to
50% of the Corporations return on equity for the immediately prior year,
compounded monthly. Following
termination of service, interest is credited to a deferral account at a rate
based on the yield of the 10-year treasury note. A participating director may receive a
benefit if the Board of Directors has determined that, following a request by a
participating director, such director has suffered a severe unforeseeable
financial hardship and becomes payable at the boards discretion. Generally, the payments are payable, at the
participating directors election, in a lump sum or in 60 equal monthly
installments. Following the occurrence
of a triggering event, payments will commence within 30 days after, at the
participating directors election, his retirement or termination of service or
the occurrence of a change in control of the Company or the Bank. If payments were not triggered until the
participating
directors death, the
benefits will be paid within 90 days following receipt of the directors
death certificate. For more information
regarding the agreements with Messrs. Walko and Rockey, see the Executive
Compensation discussion below.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Director
Plummer retired from Jersey Shore State Bank in June 1995. He was the President of Lock Haven Savings
Bank until April 1995. He is
currently a member of the Compensation and Benefits Committee. Mr. Plummer has no disclosable
relationships or related transactions with the Corporation or any other
subsidiary. He is Secretary of the Board
of Directors of the Bank.
Directors Bowes, Casale, Davis, Furey,
Keiler, Nestlerode, and Valencik have lending relationships with Jersey Shore
State Bank, our wholly-owned banking subsidiary, which were made, and presently
are, in compliance with Regulation O.
For more information relating to loans to our directors, see Certain
Transactions. With these exceptions, no
member of the Compensation and Benefits Committee (i) was, during the 2007
fiscal year, or had previously been, an officer or employee of the Corporation
or its subsidiaries nor (ii) had any direct or indirect material interest
in a transaction of the Corporation or a business relationship with the
Corporation, in each case that would require disclosure under applicable rules of
the SEC. No other interlocking
relationship existed between any member of the Compensation
and Benefits
Committee
or an
executive officer of the Corporation, on the one hand, and any member of the
Compensation Committee (or committee performing equivalent functions, or the
full Board of Directors) or an executive officer of any other entity, on the
other hand, requiring disclosure pursuant to the applicable rules of the
SEC.
ELECTION OF DIRECTORS
The Bylaws provide that the Board of Directors
shall consist of not less than five (5) nor more than twenty-five (25)
Directors who are shareholders, the exact number to be fixed and determined
from time to time by resolution of the full Board of Directors or by resolution
of the shareholders at any annual or special meeting. The Board of Directors has set the number of
Directors at twelve (12) with the number adjusting to ten (10) following
the expiration of the terms of Lynn S. Bowes and Jay H. McCormick upon election
of the nominees for Class 3 Directors at the Annual Meeting. The Bylaws further provide that the Directors
shall be divided into three (3) classes, as nearly equal in number as
possible, known as Class 1, Class 2, and Class 3. Due to the retirement of two Class 3
Directors, James M. Furey, II has voluntarily changed from a Class 2
to a Class 3 Director in order to maintain three nearly equal
classes. The Directors of each class
serve for a term of three (3) years and until their successors are elected
and qualified. Under Pennsylvania law,
and the Corporations articles of incorporation, Directors of the Corporation
can be removed from office by a vote of shareholders only for cause. The Directors of the Corporation serve as
follows:
Nominees for election of Class 3
|
|
Class 1
Directors
|
|
Class 2
Directors
|
|
Directors to serve until 2011:
|
|
whose
term expires in 2010:
|
|
whose
term expires in 2009:
|
|
H. Thomas
Davis, Jr. (age 59)
|
|
Michael J. Casale, Jr. (age 56)
|
|
Leroy H. Keiler, III (age 44)
|
|
James M.
Furey, II (age 60)
|
|
R. Edward Nestlerode, Jr. (age 55)
|
|
James E. Plummer (age 65)
|
|
D. Michael
Hawbaker (age 40)
|
|
William H. Rockey (age 61)
|
|
Hubert A. Valencik (age 66)
|
|
|
|
Ronald A. Walko (age 61)
|
|
|
|
The Board of Directors has affirmatively
determined that all of the Corporations Directors are independent within the
meaning of the NASDAQ listing standards, except for Ronald A. Walko, President
and Chief Executive Officer of the Corporation and the Bank, William H. Rockey,
Senior Vice President of the Corporation and the Bank, and Hubert A. Valencik,
retired Chief Operations Officer of the Bank and former Senior Vice President
of the Corporation (2005). The Board
categorically determined that a lending relationship resulting from a loan made
by the Bank to a Director would not affect the determination of independence if
the loan complies with Regulation O under the federal banking laws. The Board
also categorically determined that maintaining with the Bank a deposit,
savings, or similar account by a Director or any of the Directors affiliates
would not affect the determination of independence if the account is maintained
on the same terms and conditions as those available to similarly situated
customers.
The proxies solicited hereunder will be voted
FOR (unless otherwise directed) the three (3) nominees listed previously
for election as Class 3 Directors.
Each nominee has agreed to serve if elected and qualified. The Corporation does not contemplate that any
nominee will be unable to serve as a Director for any reason. However, in the event one or more of the nominees
should be unable to stand for election, Proxies will be voted for the remaining
nominees and such other persons selected by the Board of Directors, in
accordance with the best judgment of the Proxy holders.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
PRINCIPAL OWNERS
As of March 4, 2008, there were no persons
who owned of record or who are known by the Board of Directors to be beneficial
owners of more than 5% of the Corporations Common Stock.
BENEFICIAL OWNERSHIP AND OTHER INFORMATION
REGARDING DIRECTORS AND MANAGEMENT
The following table sets forth as of March 4,
2008, information regarding the number of shares and percentage of the
outstanding shares of common stock beneficially owned by each director,
executive officer, and as a group.
Unless otherwise indicated in a footnote, shares of our common stock
have not been pledged as security.
|
|
|
|
Amount & Nature of
|
|
% of Total Shares
|
|
Name
|
|
Principal Occupation for Past Five Years
|
|
Beneficial Ownership(1)
|
|
Outstanding
|
|
Lynn S.
Bowes
|
|
Farmer
|
|
75,937
|
(2)
|
1.96
|
%
|
Michael J. Casale, Jr.
|
|
Partner in
the Law Firm of Casale & Bonner PC
|
|
20,584
|
(3)
|
0.53
|
%
|
H. Thomas Davis, Jr.
|
|
President &
Chief Executive Officer of Franklin Insurance Co., Inc.
|
|
18,126
|
(4)
|
0.47
|
%
|
Thomas A. Donofrio
|
|
Executive
Vice President & Chief Administrative Officer of the Bank
|
|
773
|
(5)
|
0.02
|
%
|
James M. Furey, II
|
|
President &
Owner of Eastern Wood Products
|
|
13,200
|
(6)
|
0.34
|
%
|
Leroy H. Keiler, III
|
|
Leroy H.
Keiler, III, Attorney at Law
|
|
437
|
(7)
|
0.01
|
%
|
D. Michael Hawbaker
|
|
Executive
Vice President of Glenn O. Hawbaker, Inc.
|
|
200
|
(8)
|
0.01
|
%
|
Brian L. Knepp
|
|
Principal
Accounting Officer of the Corporation; Vice President of Finance of the Bank
|
|
86
|
(9)
|
0.00
|
%
|
Jay H. McCormick
|
|
Retired,
Former President & Owner of J.H.M. Enterprises, Inc.
|
|
31,893
|
(10)
|
0.82
|
%
|
R. Edward Nestlerode, Jr.
|
|
Vice
President of Nestlerode Co., Inc.
|
|
13,788
|
(11)
|
0.36
|
%
|
James E. Plummer
|
|
Secretary of
the Bank; Retired, Former President of Lock Haven Savings Bank
|
|
32,293
|
(12)
|
0.94
|
%
|
William H. Rockey
|
|
Senior Vice
President of the Bank; Senior Vice President of the Corporation; Former
President of First National Bank of Spring Mills
|
|
32,232
|
(13)
|
0.83
|
%
|
Hubert A. Valencik
|
|
Retired;
Former Senior Vice President & Chief Operations Officer of the Bank;
Former Senior Vice President of the Corporation
|
|
15,078
|
(14)
|
0.39
|
%
|
Ronald A. Walko
|
|
President &
Chief Executive Officer of the Bank; President and Chief Executive Officer of
the Corporation
|
|
19,290
|
(15)
|
0.50
|
%
|
All
Executive Officers and Directors as a Group
|
|
278,177
|
|
7.18
|
%
|
(1)
|
The amounts include the following shares of
our common stock that the individual has the right to acquire as of March 4,
2008 by exercising outstanding stock options:
|
R. Edward
Nestlerode, Jr.
|
|
1,023
|
|
James E. Plummer
|
|
1,023
|
|
Ronald A. Walko
|
|
1,089
|
|
Lynn S. Bowes
|
|
693
|
|
H. Thomas Davis, Jr.
|
|
660
|
|
Jay H. McCormick
|
|
693
|
|
James M. Furey, II
|
|
363
|
|
Total shares available
to acquire by exercising outstanding stock options: 5,544
(2)
|
Includes 45,881 shares held jointly with
spouse, 26,065 shares held individually, and 3,298 shares held beneficially.
|
(3)
|
Includes 14,918 shares held jointly with
spouse, and 5,666 shares held beneficially.
|
(4)
|
Includes 17,466 shares held individually.
|
(5)
|
Includes 400 shares held jointly with spouse,
and 373 shares held individually.
|
(6)
|
Includes 6,147 shares held jointly with
spouse, 6,110 held individually, and 580 shares held beneficially.
|
(7)
|
Includes 437 shares held jointly with spouse.
|
(8)
|
Includes 200 shares held jointly with spouse.
|
(9)
|
Includes 86 shares held individually.
|
(10)
|
Includes 25,659 shares held individually, and
5,541 shares held beneficially.
|
(11)
|
Includes 6,236 shares held jointly with
spouse, 5,189 shares held individually, and 1,340 shares held beneficially
with children and Nestlerode Co., Inc.
|
(12)
|
Includes 25,112 shares held jointly with
spouse, 8,790 shares held individually, and 1,567 shares held beneficially.
|
(13)
|
Includes 31,670 shares held jointly with
spouse, and 623 shares held individually.
|
(14)
|
Includes 3,310 shares held jointly with
spouse, and 11,768 shares held individually.
|
(15)
|
Includes 16,863 shares held jointly with
spouse, 819 shares held individually, and 519 shares held beneficially.
|
SECTION 16
(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of
the Securities Exchange Act of 1934, as amended (the Exchange Act) requires
our officers and directors, and any persons owning ten percent or more of our
common stock, to file in their personal capacities initial statements of
beneficial ownership on Form 3, statements of changes in beneficial
ownership on Form 4, and annual statements of beneficial ownership on Form 5
with the Securities and Exchange Commission (the SEC). Persons filing such beneficial ownership
statements are required by SEC regulation to furnish us with copies of all such
statements filed with the SEC. The rules of
the SEC regarding the filing of such statements require that late filings be
disclosed in the Corporations proxy statement. Based solely on our review of any copies of
such statements and amendments thereto furnished to us, we believe that all
such statements were timely filed in 2007.
COMPENSATION DISCUSSION AND ANALYSIS
The
Compensation Discussion and Analysis addresses the following issues: members of
the Compensation and Benefits Committee (the Committee) and their role,
compensation-setting process, philosophy regarding executive compensation, and
components of executive compensation.
Committee Members and Independence
The
Committee is comprised of five (5) independent directors under NASDAQ
listing standards. The members of the
Committee are: Lynn S. Bowes, Michael J. Casale Jr., Jay H. McCormick, R.
Edward Nestlerode Jr., and James E. Plummer.
Role of
Committee
The
Committees focus is to establish a compensation policy and philosophy that
will enable the Corporation to attract, retain, motivate, and reward executive
officers that are critical to the success of the Corporation. In doing so, the Committee:
·
reviews
and adjusts the principles guiding the compensation policy to maintain
alignment with short and long-term strategic goals and to build shareholder
value;
·
establishes
performance objectives including, but not limited to, earnings, return on
assets, return on equity, total assets, and quality of the loan portfolio;
·
evaluates
the performance of the executive officers in comparison to the performance
goals;
·
determines
the compensation of executive officers and the components of the compensation;
·
administers
the retirement plans of the Corporation, including the defined benefit, defined
contribution, and 401k plans;
·
administers
the 2006 Employee Stock Purchase Plan;
·
recommends
changes to compensation plans, cash or equity, to the full Board of Directors;
·
reviews
and recommends changes to succession plans; and
·
reviews
and recommends changes to Director compensation.
Committee
Meetings
The
Committee meets as often as necessary with one meeting being held during 2007
to determine and approve wage and benefit changes for the 2008 fiscal
year. The Committee works with the
President and Chief Executive Officer to determine the meeting agenda, material
to be reviewed, and discussion with consultants, as needed. The materials and inputs utilized may
include, but are not limited to, the following:
·
financial
reports outlining budget to actual performance;
·
reports
of corporate achievement/recognition by outside parties;
·
forecasted
financial results as compared to the current budget and actual results;
·
peer
financial analysis and comparison;
·
completion
and progress of meeting strategic goals;
·
peer
equity and cash compensation data;
·
national
and regional compensation surveys; and
·
financial
impact of current and proposed compensation programs.
Committee
Process
The
Committee tends to set the compensation of the executive officers and other
employees during the fourth quarter of each fiscal year for the next year. Although the decisions are made in the fourth
quarter, the Committee continuously monitors the performance of the Corporation
and executives through out the year as part of the routine full Board of
Director meetings.
The
Committee utilizes the input and assistance of management when making
compensation decisions. Management input
includes:
·
employee
performance evaluations and compensation recommendations;
·
reporting
actual and forecasting future results;
·
establishing
performance objectives;
·
review
and recommendations of non-cash employee compensation programs; and
·
assistance
with Committee meeting agendas.
The
President and Chief Executive Officer has direct involvement with the Committee
during the meetings in order to provide guidance on the attainment of strategic
goals, executive officer performance evaluations, and recommendation of
executive officer compensation packages, other than his own.
Annually
the Committee meets to evaluate the performance of the executive officers, set
the compensation for the following fiscal year, and to determine their cash
bonus for the current year.
Compensation
Elements
Base
Salary
The
Committee believes that the base salary of the executive officers is the
cornerstone of the compensation package and provides the majority of
compensation to the executive. The base
salary provides a consistent level of pay to the executive, which the Committee
feels decreases the amount of executive turnover, promotes the long-term goals
of the Corporation, and is a tax deductible expense. The factors used in determining the level of
base salary include the executives qualifications and experience, tenure with
the Corporation, responsibilities, attainment of goals and objectives, past
performance, and peer practices. A
review of past performance and the attainment of goals and objectives are
reviewed annually as part of the formal annual performance review. During the review, objectives and goals for
the next year and upcoming milestones related to the Corporate strategic plan
are discussed. Peers for the Corporation
are bank holding
companies
within the Philadelphia Federal Reserve District with assets between $500
million and $1 billion. Data for these
peers is gathered from various sources including, but not limited to,
Securities and Exchange Commission filings, Federal Reserve filings, and other
information released by the peer.
Annual
Bonus Program
The
Committee administers an annual cash bonus program to reward executive officers
and other officers for their continued support and attainment of Corporate and
personal goals as outlined during the annual performance review as noted in the
Base Salary discussion. Cash payments
are approved by the Committee based on the recommendation of the President and
Chief Executive Officer except for his, which is determined by the
Committee. The program is not tied to
specific performance targets, but rather is determined at the discretion of the
Committee based on the level of net income, return on assets, return on equity,
quality of the loan portfolio, and attainment of goals or exceptional personal
performance.
Equity
Awards
The
Committee currently does not use stock options as part of the compensation
package for executive officers. The
Committee feels that the cash compensation provided at this time adequately
rewards executive officers for their contribution to the Corporation. In addition, the Committee believes
shareholder value is better enhanced by the use of cash payments to executive
officers versus the issuance of options, which may lead to an increased number
of outstanding shares causing diminished share based returns. Executive officers, as with all employees,
wishing to acquire the Corporations stock are eligible to participate in the
2006 Employee Stock Purchase Plan.
Additional
Benefits
Executive
officers may participate in other employee benefit programs that are generally
available to the other employees of the Corporation. Other perquisites received by executive
officers are described within this Proxy Statement as part of the Summary
Compensation table.
Employment,
Severance and Change-in-Control Agreements
The
Committee has issued severance and change-in-control agreements to two
executive officers. A discussion of each
executives agreement follows.
Mr. Ronald A. Walko
In August of 1991, Mr. Walko
entered into an Employment Agreement with the Bank. Under the terms of the Employment Agreement,
he will receive an annual base salary of at least $254,826. The term of the
Agreement was five years, subject to automatic renewal after each successive
five-year term. The Agreement was
renewed in 2006 for a five-year period.
Under the current
Employment Agreement, increases in compensation will be determined in
accordance with the annual performance evaluation. Mr. Walko has the right to terminate
this agreement upon 60 days written notice to the Bank if he does not receive
an increase in compensation on each annual anniversary date. The Bank will also provide at its expense Mr. Walko
with an automobile for business purposes, annual membership at the Ross Club or
similar organization, and all benefits provided to other employees as set forth
in the Employee Handbook.
The Employment Agreement
may be terminated by the Bank for cause, willful misconduct or refusal in
carrying out the duties assigned by the Board of Directors, whereby the Bank
shall pay one-half the salary to Mr. Walko for the period of time between
the Date of Termination and the end of term of the Agreement, or the date Mr. Walko
commences comparable employment on a full time basis elsewhere, whichever
occurs first. If the agreement is
terminated by the Bank without cause, the Bank shall pay Mr. Walko his
full salary for the period of time between the Date of Termination and the end
of the term of the Agreement, or the date Mr. Walko commences comparable
employment elsewhere on a full time basis, whichever occurs first. If during the term of the Agreement Mr. Walko
dies or becomes disabled, Mr. Walko or his estate shall be paid an amount
equal to six months compensation or the balance due on this contract, whichever
is less. If Mr. Walko terminates
this agreement because he is reduced to a lesser stature and authority, the
Bank shall pay the balance of all sums due under the contract up to the Date of
Termination. If Mr. Walko
voluntarily terminates his agreement for reasons other than changes in stature
and authority, he shall not work for another banking institution having an
office in Lycoming County, Pennsylvania for a one-year period after the Date of
Termination.
The Bank has entered into
a severance agreement with Mr. Walko.
Under the terms of the agreement, if the executive officers employment
is terminated within two years after a change in control of the Corporation he
will be entitled to receive from the Bank (i) his full compensation and
through the date of termination and (ii) a lump sum severance payment
equal to two times the annual average of salary plus bonuses earned by him
during the five calendar years preceding the date of termination; such amount
would be prorated, however, if the termination occurs within two years of his
65
th
birthday.
The Agreement also provides Mr. Walko with insurance coverage
similar to those in effect immediately prior to the notice of termination for a
period of twenty-four months; however, these will be reduced to the extent that
he receives comparable benefits from another employer during the corresponding
period. In addition to the retirement
benefits he is entitled to receive under the Bank Pension Plan or any other
pension or retirement plan in which he participates, the Corporation will pay
him a lump sum equal to the actuarial equivalent of the excess of the accrued
retirement pension up to the date of termination, adjusted for an additional
twenty-four months of credited service at his compensation and the actual accrued
up to his date of termination (in no event will months of age or service credit
be accumulated after his 65
th
birthday).
During any period
following a change in control of the Corporation, if employment is terminated
by the employer for disability, or by the employer or the employee by reason of
retirement or death, the benefits will be determined in accordance with the Corporations
programs then in effect. If the employee
is terminated for cause subsequent to a change in control or terminates
employment other than for Good Reason or retirement, he will receive full
compensation through the date of termination and will have no further rights
under this Agreement thereafter.
Mr. William H. Rockey
On January 11, 1999, Mr. Rockey
entered into an Employment Agreement with the Corporation and the Bank. The initial term of the Agreement was three
years and the Agreement annually renews for a term ending three years from each
annual anniversary date. Under the terms
of the Employment Agreement, he will receive an annual base salary of at least
$96,700, subject to increases by the Bank.
Mr. Rockey is also entitled to participate in any pension,
retirement, profit sharing, stock option, incentive bonus, employee stock
ownership or other plans, benefits and privileges available to employees and
executive officers of the Corporation and the Bank.
The Agreement may be terminated by the
Corporation and the Bank for cause (as defined in the Agreement), whereby the
parties obligations under the Agreement will cease. If the Agreement is terminated by the
Corporation and the Bank without cause or Mr. Rockey voluntarily
terminates his employment for good reason (as defined in the Agreement)
following a change in control (as defined in the agreement), the Corporation or
the Bank shall pay Mr. Rockey, in cash, within 30 days of termination, an
aggregate amount equal to the greater of (x) two times Mr. Rockeys
then base salary or (y) the aggregate amount of base salary due and
payable over the remaining employment period at the time of termination;
provided, however, that in the event the lump sum payment described above, when
added to all other amounts or benefits provided to Mr. Rockey upon
termination, would result in the imposition of an excise tax under Section 4999
of the Internal Revenue Code of 1986 (the Code) such lump sum shall be reduced
to the extent necessary to avoid imposition of the tax. If during the term of the Agreement Mr. Rockey
voluntarily retires (not relating to a change in control), dies or becomes
disabled, the obligations of the parties under the Agreement will cease, unless
Mr. Rockey was previously terminated without cause or previously provided notice of termination for
good reason following a change in control, in which case, Mr. Rockey, or
his estate, as the case may be, will be entitled to the greater of the amount
described in clauses (x) and (y) above.
The Agreement contains noncompete covenants
which generally prohibit Mr. Rockey from engaging in banking activities
within a county or any contiguous county in which a branch office of the Bank
is located. These covenants extend for a period of one year in the event Mr. Rockeys
employment is terminated for cause.
Mr. Thomas A.
Donofrio
In
May 2005, Mr. Donofrio entered into an employment agreement with the
Bank as an Executive Vice President and Chief Administrative Officer. The
term of the employment agreement extends through May 31, 2008 and is not
being renewed.
The
employment agreement currently provides for an annual base salary of $179,998,
which may be increased from time to time by action of the Banks Board of
Directors. Mr. Donofrio is also entitled to participate in the
incentive bonus and other benefit programs maintained by the Bank for similarly
situated officers.
The
employment agreement contains a change in control provision applicable to
changes in control of the Corporation or the Bank. Generally, if Mr. Donofrios
employment terminates as a result of events of good reason such as
involuntary termination, significant change to authority, relocation of office
greater than 50 miles, or failure to provide similar benefits as specified in
the employment agreement following a change in control of the Corporation or
the Bank, Mr. Donofrio will be entitled to a cash payment equal to two
times Mr. Donofrios base amount, as determined pursuant to Section 280G(b)(3) of
the Internal Revenue Code (generally average annual income for the five years
preceding the year in which a change in control occurs). If the Bank
terminates Mr. Donofrios employment in the absence of cause or disability
during the employment period, the employment agreement provides that he will
receive (i) continued payments of his base salary in effect on the Date of
Termination plus an amount equal to his average bonus amounts during his
employment for a period of twelve months or the period of time remaining on the
employment period, whichever is longer, and (ii) medical benefits coverage
for a period of two years following termination.
The
employment agreement contains noncompete covenants which generally prohibit him
from soliciting customers or engaging in banking activities within a
county or any contiguous county in which a branch office of the Bank is
located. These covenants extend for a period of one year following Mr. Donofrios
termination of employment, except for a termination by the Bank or Mr. Donofrio
by delivery of a notice of non-renewal in which case the covenants extend one
year following the end of the existing employment period.
COMPENSATION AND BENEFITS COMMITTEE REPORT
The
Committee has reviewed and discussed the foregoing Compensation Discussion and
Analysis with management. Based on the
Committees review and discussion with management, the Committee has
recommended to the Board of Directors that the Compensation
Discussion
and Analysis be included in this proxy statement and in, through incorporation
by reference from this proxy statement, our Annual Report on Form 10-K for
the year ended December 31, 2007.
|
Lynn
S. Bowes
|
|
Michael
J. Casale, Jr.
|
|
Jay
H. McCormick
|
|
R.
Edward Nestlerode, Jr.
|
|
James
E. Plummer
|
Notwithstanding
anything to the contrary set forth in any of our previous filings under the
Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as
amended, that incorporate future filings, including this proxy statement, in
whole or in part, the foregoing report shall not be incorporated by reference
into any such filing.
EXECUTIVE
COMPENSATION
The following
table sets forth the annual compensation for services in all capacities to the
Corporation and the Bank for the year ended December 31, 2007 for those persons
who were as of December 31, 2007, the Principal Executive Officer,
Principal Financial Officer, and other executive officers whose total
compensation exceeded $100,000:
Summary Compensation Table
Name and
Principal
|
|
|
|
Salary
|
|
Bonus
|
|
Stock
Awards
|
|
Option
Awards
|
|
Non-Equity
Incentive Plan
Compensation
|
|
Change in Pension
Value and
Nonqualified Deferred
Compensation
Earnings
|
|
All
Other
Compensation
|
|
Total
|
|
Position
|
|
Year
|
|
($)(1)
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
($)(8)
|
|
($)(2)(3)
|
|
($)
|
|
Ronald A. Walko
|
|
2007
|
|
$
|
272,024
|
|
$
|
87,668
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
109,551
|
|
$
|
8,431
|
|
$
|
477,674
|
|
President and Chief
Executive Officer (4)
|
|
2006
|
|
$
|
260,214
|
|
$
|
87,379
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
63,567
|
|
$
|
11,655
|
|
$
|
422,815
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Brian L. Knepp
|
|
2007
|
|
$
|
83,538
|
|
$
|
11,010
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
6,325
|
|
$
|
100,873
|
|
Principal Accounting
Officer (5)
|
|
2006
|
|
$
|
77,038
|
|
$
|
8,822
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
2,228
|
|
$
|
88,088
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thomas A. Donofrio
|
|
2007
|
|
$
|
179,998
|
|
$
|
8,292
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
12,728
|
|
$
|
201,018
|
|
Executive Vice President
and Chief Administrative
Officer (6)
|
|
2006
|
|
$
|
173,888
|
|
$
|
10,616
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
3,018
|
|
$
|
187,522
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
William H. Rockey
|
|
2007
|
|
$
|
145,476
|
|
$
|
3,994
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
35,067
|
|
$
|
5,277
|
|
$
|
189,814
|
|
Senior Vice President (7)
|
|
2006
|
|
$
|
141,466
|
|
$
|
3,931
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
20,121
|
|
$
|
5,347
|
|
$
|
170,865
|
|
(1)
|
|
Total includes base
salary and directors fees for Messrs. Walko and Rockey and base salary
for Messrs. Knepp and Donofrio. Messrs. Walko and Rockey received
directors fees of $27,000 and $27,800 in 2007 and $25,200 and $26,000 in
2006, respectively. A retainer fee of $7,000 and $6,000 is included in the
directors fee total for 2007 and 2006, respectively.
|
|
|
|
(2)
|
|
The cost of certain
perquisites and other personal benefits are not included because they do not
exceed $10,000.
|
|
|
|
(3)
|
|
Other compensation
includes contributions by the Bank to the Banks 401(k) Plan for the
benefit of Mr. Walko, Mr. Knepp, Mr. Donofrio, and
Mr. Rockey.
|
|
|
|
(4)
|
|
Mr. Walko serves
as both Chief Executive Officer and President of the Corporation and the Bank
and is a member of the Board of Directors of the Corporation and the Bank.
|
|
|
|
(5)
|
|
Mr. Knepp serves
as the Principal Accounting Officer and Assistant Secretary of the
Corporation and the Vice President of Finance for the Bank.
|
(6)
|
|
Mr. Donofrio
serves as both Chief Administrative Officer and Executive Vice President of
the Corporation and the Bank.
|
|
|
|
(7)
|
|
Mr. Rockey serves
as Senior Vice President of the Corporation and the Bank, Secretary of the
Corporation, and is a member of the Board of Directors of the Corporation and
the Bank.
|
|
|
|
(8)
|
|
The
amounts in the Change in Pension Value and Nonqualified Deferred Compensation
earnings column include (i) the aggregate change in the actuarial
present value of the officers accumulated benefit under the defined benefit
pension plan for 2007 and 2006 ($109,474 and $63,339 for Mr. Walko and
$34,940 and $19,725 for Mr. Rockey) and (ii) the portion of
interest credited to a directors deferred fee account during 2007 and 2006
which exceeds 120% of the relevant applicable federal rate under the Internal
Revenue Code ($77 and $228 for Mr. Walko and $127 and $396 for
Mr. Rockey). A description of the director deferred fee agreements is
included under the heading Compensation for Directors.
|
OPTIONS/SAR
GRANTS
There
were no grants or exercises of stock options during the fiscal year 2007.
The following table shows
certain information regarding outstanding equity awards to our named executive
officers as of December 31, 2007.
Outstanding Equity Awards at Fiscal Year-End Table
|
|
Option Awards
|
|
Stock Awards
|
|
|
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
|
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
|
|
Equity
Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
|
|
Option
Exercise
Price
|
|
Option
Expiration
|
|
Number
of
Shares or
Units of
Stock that
Have Not
Vested
|
|
Market
Value of
Shares or
Units of
Stock that
Have Not
Vested
|
|
Equity
Incentive
Plan Awards:
Number
of Unearned
Shares,
Units
or Other
Rights That
Have Not
Vested
|
|
Equity
Incentive
Plan Awards:
Market or
Payout
Value
of Unearned
Shares,
Units
or Other
Rights That
Have Not
Vested
|
|
Name
|
|
Exercisable
|
|
Unexercisable
|
|
(#)
|
|
($)
|
|
Date
|
|
(#)
|
|
($)
|
|
(#)
|
|
($)
|
|
Ronald A. Walko
|
|
1,089
|
|
|
|
|
|
$
|
40.29
|
|
12/17/2008
|
|
|
|
$
|
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Brian L. Knepp
|
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
$
|
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thomas A.
Donofrio
|
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
$
|
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
William H. Rockey
|
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
$
|
|
|
|
|
$
|
|
|
The
following table shows contributions during and earnings for 2007, as well as
the aggregate balance at December 31, 2007, for the director deferred fee
accounts for Mr. Walko and Mr. Rockey. Mr. Knepp and Mr. Donofrio are not
directors and accordingly do not participate in the directors deferred fee
program.
Nonqualified Deferred Compensation Table
|
|
Executive
Contributions in
Last Fiscal Year
|
|
Registrant
Contributions in
Last Fiscal Year
|
|
Aggregate
Earnings in
Last Fiscal Year
|
|
Aggregate
Withdrawals /
Distributions
|
|
Aggregate
Balance at Last
Fiscal Year-End
|
|
Name
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
Ronald A. Walko
(1)
|
|
$
|
16,000
|
|
$
|
|
|
$
|
4,532
|
|
$
|
|
|
$
|
88,340
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Brian L. Knepp
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thomas A.
Donofrio
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
William H.
Rockey (1)
|
|
$
|
20,800
|
|
$
|
|
|
$
|
7,373
|
|
$
|
|
|
$
|
140,013
|
|
(1)
Of the amounts reported, all
of the contributions are included in the Summary Compensation Table, and $77
and $127 of the earnings for Mr. Walko and Mr. Rockey, respectively,
are included in the Summary Compensation Table.
RETIREMENT PLAN
The Bank maintains a
noncontributory defined benefit pension plan the (the Plan) for all employees
hired prior to January 1, 2004, meeting certain age and length of service
requirements. Benefits are based
primarily on years of service and the average annual compensation earned by an
employee, which is the employees annual compensation averaged over the five
highest paid consecutive calendar years within the final ten years of
employment. Annual compensation is based
upon the employees W-2 wages, which includes base salary, bonus, personal
vehicle mileage for certain executive officers, and life insurance coverage
that exceeds $50,000. The Banks funding
policy is consistent with the funding requirements of Federal law and
regulations. Plan assets are comprised
of common stocks and U.S. Government and corporate debt securities. The plan was amended, effective January 1,
2004, to cease eligibility for employees with a hire date of January 1,
2004 or later. Employees with a hire
date of January 1, 2004 or later are eligible to receive, after one year
of service, an annual contribution by the Bank equal to a discretionary
percentage of an employees base compensation into an account established for
the employee under the 401(k) plan.
The accrued Normal Retirement Benefit is determined by the following
formula: 1.4% of the average annual
compensation up to social security covered compensation multiplied by the
credited service, plus 2% of the average annual compensation that is in excess
of the Social Security covered compensation multiplied by the number of years
of credited service.
The following table sets
forth the total number of years of credited service and the present value of
the accumulated benefit as of December 31, 2007 for the named executive
officers who participate in the Plan.
Pension Benefits Table
|
|
|
|
Number of
|
|
Present Value
|
|
Payments
|
|
|
|
|
|
Years Credited
|
|
of Accumulated
|
|
During Last
|
|
|
|
|
|
Service
|
|
Benefit
|
|
Fiscal Year
|
|
Name
|
|
Plan
Name
|
|
(#)
|
|
($)
|
|
($)
|
|
Ronald A. Walko
|
|
Jersey Shore State Bank Retirement Plan
|
|
20.25
|
|
$
|
623,039
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
William H.
Rockey
|
|
Jersey Shore State Bank Retirement Plan
|
|
9.25
|
|
$
|
153,828
|
|
$
|
|
|
OTHER POTENTIAL POST-EMPLOYMENT PAYMENTS
Each
of Messrs. Walko, Donofrio, and Rockey will be entitled to certain
contractual benefits if his employment terminates under certain circumstances
preceding or following a change in control.
The agreements are described under the caption Employment, Severance
and Change in Control Agreements included in the Compensation Discussion and
Analysis. We calculated the potential
post-employment payments due to each of our named executive officers assuming
each named executive officer terminated employment or a change in control
occurred on December 31, 2007.
Actual amounts payable can only be determined at the time of such
executives termination. The following
table summarizes the potential payments to Messrs. Walko, Donofrio, and
Rockey. Mr. Knepp is not a party to a contract which would provide
post-employment payments.
|
|
|
|
Absent a change in control
|
|
Following a change in
control
|
|
|
|
|
|
Involuntary
Termination For
Cause (1)
|
|
Involuntary
Termination Not For
Cause (1)
|
|
Death or Disability
(1)
|
|
Involuntary
Termination Not For
Cause OR Voluntary
Termination For Good
Reason (1)
|
|
Ronald
A. Walko
|
|
Base salary
|
|
$
|
479,820
|
|
$
|
959,639
|
|
$
|
130,107
|
|
$
|
452,794
|
|
|
|
Bonus
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
159,495
|
|
|
|
Medical continuation (2)
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
28,062
|
|
|
|
Excess pension benefits
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
114,921
|
|
|
|
Value of accelerated stock options (3)
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
|
|
Value of accelerated restricted stock (3)
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
|
|
Potential Excise Tax Gross-Up
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
|
|
Total
|
|
$
|
479,820
|
|
$
|
959,639
|
|
$
|
130,107
|
|
$
|
755,272
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thomas
A. Donofrio
|
|
Base salary
|
|
$
|
|
|
$
|
74,907
|
|
$
|
|
|
$
|
361,977
|
|
|
|
Bonus
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
|
|
Medical continuation (2)
|
|
$
|
|
|
$
|
28,062
|
|
$
|
|
|
$
|
|
|
|
|
Value of accelerated stock options (3)
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
|
|
Value of accelerated restricted stock (3)
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
|
|
Potential reduction in payout due to operation of
Code Section 280G
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
|
|
Total
|
|
$
|
|
|
$
|
102,969
|
|
$
|
|
|
$
|
361,977
|
|
|
|
|
|
|
|
|
|
|
|
|
|
William
H. Rockey
|
|
Base salary
|
|
$
|
|
|
$
|
235,835
|
|
$
|
|
|
$
|
235,835
|
|
|
|
Bonus
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
|
|
Medical continuation
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
|
|
Value of accelerated stock options (3)
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
|
|
Value of accelerated restricted stock (3)
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
|
|
Potential reduction in payout due to operation of
Code Section 280G
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
|
|
Total
|
|
$
|
|
|
$
|
235,835
|
|
$
|
|
|
$
|
235,835
|
|
(1)
|
For
base salary, bonus, and medical continuation payment calculation, and time
and form of such payments, see Employment, Severance and Change-in-Control
Agreements.
|
(2)
|
Calculated
as the present value of $15,000 per year. Assumes no increase in the cost of
welfare benefits. Assumes no tax on welfare benefits.
|
(3)
|
All
equity awards are vested.
|
Equity Compensation Plan Information
|
|
|
|
|
|
Number of
|
|
|
|
|
|
|
|
securities remaining
|
|
|
|
Number of
|
|
|
|
available for future
|
|
|
|
securities
to be
|
|
Weighted-
|
|
issuance
under
|
|
|
|
issued
upon
|
|
average
|
|
equity
compensation
|
|
|
|
exercise
of
|
|
exercise
of
|
|
plans
(excluding
|
|
|
|
outstanding
options,
|
|
outstanding
options,
|
|
securities
reflected in
|
|
|
|
warrants
and rights
|
|
warrants
and rights
|
|
column
(a))
|
|
Plan Category
|
|
(a)
|
|
(b)
|
|
(c)
|
|
Equity
compensation plans approved by security holders
|
|
10,913
|
|
$
|
37.60
|
|
|
|
|
|
|
|
|
|
|
|
Equity
compensation plans not approved by security holders
|
|
|
|
|
|
|
|
Total
|
|
10,913
|
|
$
|
37.60
|
|
|
|
PRINCIPAL OFFICERS OF THE CORPORATION
The following table lists the Executive
Officers of the Corporation as of March 4, 2008:
Name
|
|
Age
|
|
Position
and/or Offices
With the Corporation
|
|
Bank
Employee
Since
|
|
Number of
Shares
of the
Corporation
|
|
Year First
Elected an
Officer
|
|
Ronald A. Walko
|
|
61
|
|
President & Chief Executive Officer
|
|
1986
|
|
18,201
|
|
1987
|
|
Thomas A.
Donofrio
|
|
53
|
|
Executive V.P. & Chief Admin. Officer
|
|
2005
|
|
773
|
|
2005
|
|
Brian L. Knepp
|
|
33
|
|
Principal Accounting Officer
|
|
2005
|
|
86
|
|
2005
|
|
William H.
Rockey
|
|
61
|
|
Senior Vice President
|
|
1999
|
|
32,293
|
|
1999
|
|
Mr. Walko
joined the Bank in 1986 as Vice President and Senior Loan Officer. He was elected Executive Vice President and
Chief Executive Officer of Penns Woods Bancorp, Inc. and the Bank in May 1999,
and became President and Chief Executive Officer of Penns Woods Bancorp, Inc.
and the Bank in August 2000.
Mr. Donofrio
joined the Bank in 2005 as Executive Vice President and Chief Administrative
Officer.
Mr. Knepp
joined the Bank in 2005 as Vice President Finance.
Mr. Rockey
joined the Bank in 1999 as Senior Vice President.
Audit
Committee Report
The audit
committee of the Board of Directors is composed of six (6) independent
directors as defined under NASDAQ listing standards. The audit committee operates under a written
charter adopted by the Board of Directors, a copy of which
is available on
our website, www.jssb.com, under Investor Relations/ Financial Information/
Governance Documents and is available upon request to the President.
The
audit committee has reviewed our audited financial statements for the fiscal
year ended December 31, 2007, and discussed them with management and our
independent auditor, S.R. Snodgrass, A.C.
The audit committee also has discussed with our independent auditor the
matters required to be discussed by the U.S. Statement on Auditing Standards No. 61,
as amended.
The
audit committee has received from our independent auditor the written
disclosures and letter required by the U.S. Independence Standards Board
Standard No. 1, and the audit committee has discussed with management and
the independent accountant the accountants independence.
Based on the review and
discussions described above, the audit committee recommended to the Board of
Directors that our audited financial statements for the fiscal year ended December 31,
2007 be included in our Annual Report on Form 10-K for that fiscal year
for filing with the SEC.
In connection with
standards for independence of our external auditors issued by the Public
Company Accounting Oversight Board, during the 2008 fiscal year the audit
committee will undertake to consider in advance of the provision of any
non-audit services by our independent accountant whether the provision of such
services is compatible with maintaining the independence of our external
auditors.
This report is not
intended to be incorporated by reference into any filing made by Penns Woods
Bancorp, Inc. with the Commission under the Securities Act of 1933, as
amended or the Securities Exchange Act of 1934, as amended.
Members of the Audit Committee
H. Thomas Davis Jr., James M. Furey II, D. Michael Hawbaker,
Leroy H. Keiler III,
R. Edward Nestlerode Jr., and James E. Plummer
Audit Fees
The fees for professional
services incurred by the Corporation for services rendered by the Corporations
independent auditors in connection with the audit of the Corporations
financial statements for the years ended December 31, 2007 and December 31,
2006, and the review of the Corporations Forms 10-Q for such fiscal years were
$110,469 and $101,378, respectively. All such services were performed by
permanent, full-time employees of S.R. Snodgrass, A.C.
Audit-Related Fees
Audit-Related fees for
the performance of the audits of the Banks employee benefit plans financial
statements for the years ended December 31, 2007 and December 31,
2006, were $12,500 and $14,162, respectively.
Tax Fees
Tax fees for the years
ended December 31, 2007 and December 31, 2006 resulting from services
provided by the Corporations independent auditors totaled $13,150 and $11,803,
respectively.
Other Fees
Fees billed to the
Corporation and Bank by S.R. Snodgrass, A.C. for years ended December 31,
2007 and December 31, 2006 for other services totaled $400 and $4,670,
respectively. These services related to consulting services provided for
strategic planning sessions with the Board of Directors.
Pre-approval of Audit and
Permissible Non-Audit Services
The Audit committee of
the Board of Directors pre-approves all audit and permissible non-audit
services provided by the Corporations independent auditors. All of the services provided by S.R.
Snodgrass, A.C. set forth above were pre-approved by the Audit Committee.
Audit Committee Financial Expert
The Board of Directors
has designated James E. Plummer as the audit committee financial expert, and
has determined that Mr. Plummer is independent within the meaning of the
NASDAQ listing standards.
SHAREHOLDER
PROPOSALS
Securities and Exchange
Commission Regulations permit shareholders to submit proposals for
consideration at Annual Meetings of Shareholders. Any such proposals for the Corporations
Annual Meeting of Shareholders to be held in 2009, must be submitted in writing
to the President of Penns Woods Bancorp, Inc., at its principal executive
office, 300 Market Street, Williamsport, PA 17701, on or before November 19,
2008, and must comply with applicable regulations of the SEC in order to be
included in proxy materials relating to that Meeting.
A shareholder proposal
submitted after November 19, 2008, or which does not otherwise meet the
requirements of the Securities and Exchange Commission, will not be included in
the Corporations proxy statement for the annual meeting to be held in 2009,
but may be presented for consideration at the annual meeting, if submitted to the Secretary of the Corporation not less
than ninety (90) days or more than one hundred fifty (150) days prior to the
annual meeting, which proposal must contain certain information required by the
Bylaws. If the shareholder intending to
present such a proposal has not provided the Corporation written notice of the
matter on or before January 25, 2009, the proxy holders of the Board of
Directors will have discretionary authority to vote on such proposal at the
meeting.
CERTAIN
TRANSACTIONS
NASDAQ
Marketplace Rule 4350(h) requires that we conduct an appropriate
review of related party transactions for potential conflict of interest
situations on an ongoing basis, and all such transactions must be approved by
our Audit Committee or another independent body of the board of directors.
Our
Code of Ethics and Conflicts of Interest policy requires all directors,
officers and employees who may have a potential or apparent conflict of
interest to notify our Human Resource Director.
A potential conflict exits whenever an individual has an outside
interest direct or indirect which conflicts with the individuals duty to
the Corporation or any of its affiliates or adversely affects the individuals
judgment in the discharge of his or her responsibilities. Prior to consideration, full disclosure of all
material facts concerning the relationship and financial interest of the
relevant individuals in the transaction is required The Code of Ethics and Conflict of Interest
policy is available for review by contacting the President.
To
identify related party transactions, each year, we submit and require our
directors and officers to complete Director and Officer Questionnaires
identifying any transaction with us or any of our subsidiaries in which the
officer or director or their family members have an interest.
There have been no
material transactions between the Corporation and the Bank, or any material
transactions proposed, with any Director or executive officer of the
Corporation and the Bank, or any associate of the foregoing persons. The Corporation and the Bank have had, and
intend to continue to have, banking and financial transactions in the ordinary
course of business with Directors and Officers of the Corporation and the Bank
and their associates on comparable terms and with similar interest rates as
those prevailing from time to time for other customers of the Corporation and
the Bank.
Total loans outstanding
from the Bank at December 31, 2007 to the Corporations and the Banks
Officers and Directors as a group and members of their immediate families and
companies in which they had an ownership interest of 10% or more was $9,335,000
or approximately 13.23% of the total equity capital of the Bank. Loans to such persons were made in the
ordinary course of business, were made on substantially the same terms,
including interest rates and collateral, as those prevailing at the time for
comparable transactions with other persons, and did not involve more than the
normal risk of collectability or present other unfavorable features.
RATIFICATION
OF INDEPENDENT AUDITORS
The Board of Directors of
the Corporation has appointed the firm of S.R. Snodgrass, A.C., Certified
Public Accountants (the Auditors), of Wexford, Pennsylvania, as the
Corporations independent auditors for its 2008 fiscal year. Such appointment was recommended by the audit
committee and is subject to shareholder ratification. A representative from the Auditors is
expected to be present at the annual
meeting, will be given an
opportunity to make a statement if he or she desires to do so, and will be
available to answer appropriate questions from shareholders.
The Auditors served as
the Corporations independent public accountants for the 2007 fiscal year, provided
assistance to the Corporation and the Bank in connection with regulatory
matters, charging the Bank for such services at its customary hourly billing
rates. The non-audit services were
approved by the Corporations and the Banks Board of Directors after due
consideration of the effect of the performance thereof on the independence of
the Auditors and after the conclusions by the Corporations and the Banks
Board of Directors that there was no effect on the independence of the
Auditors. The Auditors have advised the
Corporation that none of its members have any financial interest in the
company.
THE BOARD OF DIRECTORS
RECOMMENDS THAT SHAREHOLDERS VOTE FOR RATIFICATION FOR THE APPOINTMENT OF S.R.
SNODGRASS, A.C., AS THE CORPORATIONS INDEPENDENT AUDITORS FOR THE 2008 FISCAL
YEAR. The affirmative vote of a majority
of all votes cast at the Annual Meeting is required to ratify the
appointment. All proxies will be voted FOR
ratification appointment unless a shareholder specifies to the contrary on such
shareholders proxy card.
ANNUAL
REPORT
A copy of the Corporations
Annual Report and Form 10-K for its fiscal year ended December 31,
2007 is enclosed with this Proxy Statement.
A representative of S.R. Snodgrass, A.C., the accounting firm that examined
the financial statements in the Annual Report, will attend the Annual Meeting.
OTHER
MATTERS
The Board of Directors of
the Corporation is not aware that any other matters are to be presented for
action, other than the matters described in the accompanying Notice of Annual
Meeting of Shareholders. Because the
Corporation has not received notice of any other matters to be presented for
action at the meeting; if any other matters properly come before the Meeting,
or any adjournments thereof, the proxy holders are authorized to vote thereon
at their discretion.
All directors of the
Corporation are expected to attend the Corporations Annual Meeting of
Shareholders. In 2007, eleven directors
attended the Annual Meeting of Shareholders.
Shareholders may
communicate directly with the Board of Directors of the Corporation by
contacting the Corporations President & Chief Executive Officer,
Ronald A. Walko, 300 Market Street, Williamsport, PA 17701 (570-322-1111). All bona fide communications received by the
Corporations President & Chief Executive Officer will be relayed to
the applicable member of the Board of Directors or, if no specific director is
designated to receive the communication, the appropriate party.
ADDITIONAL
INFORMATION
UPON WRITTEN REQUEST OF
ANY SHAREHOLDER, A COPY OF THE CORPORATIONS REPORT ON FORM 10-K FOR ITS
FISCAL YEAR ENDED DECEMBER 31, 2007 INCLUDING THE FINANCIAL STATEMENTS AND THE
SCHEDULES THERETO, REQUIRED TO BE FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 13a-1 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED, MAY BE OBTAINED, WITHOUT CHARGE, FROM RONALD A. WALKO, PRESIDENT,
PENNS WOODS BANCORP, INC.
By Order of the Board
of Directors,
|
|
|
|
|
|
/s/ Ronald A. Walko
|
|
Ronald A. Walko
|
|
President and Chief
Executive Officer
|
|
|
|
|
|
Dated: March 25,
2008
|
|
REVOCABLE PROXY
PENNS WOODS BANCORP, INC.
x
PLEASE MARK VOTES AS IN THIS
EXAMPLE
2008 ANNUAL MEETING PROXY
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The
undersigned shareholder(s) of Penns Woods Bancorp, Inc. (the Corporation)
hereby constitutes and appoints Brian L. Knepp and Ronald A. Walko and each or
any of them, proxies of the undersigned, with full power of substitution, to
vote all of the shares of common stock of the corporation, standing in my (our)
names on its books on March 4, 2008, at the Annual Meeting of Shareholders
of the Corporation to be held at the Holiday Inn Williamsport, 100 Pine Street,
Williamsport, Pennsylvania 17701 on April 30, 2008 at
1:00 P.M., and any adjournment or postponement thereof as follows.
Please be sure to sign and date this Proxy
in the box below.
|
Date
|
|
|
|
|
Shareholder sign above
|
|
Co-holder (if any) sign above
|
|
|
For
|
With-
hold
|
Except
|
1.
|
ELECTION
OF DIRECTORS TO SERVE FOR A THREE YEAR TERM
|
o
|
o
|
o
|
|
|
|
|
|
|
H. Thomas Davis, Jr.
|
|
|
|
|
James M. Furey, II
|
|
|
|
|
D. Michael Hawbaker
|
|
|
|
|
|
|
|
|
INSTRUCTION: To withhold authority to vote for any
individual nominee, mark Except and write that nominees name in the space
provided below.
|
|
|
|
|
|
|
|
For
|
Against
|
Abstain
|
2.
|
PROPOSAL
TO RATIFY THE SELECTION OF INDEPENDENT AUDITORS
|
o
|
o
|
o
|
|
|
|
|
|
|
|
|
|
|
PLEASE CHECK BOX IF YOU PLAN TO ATTEND THE MEETING. LIGHT
REFRESHMENTS WILL BE SERVED.
|
o
|
THIS PROXY, WHEN PROPERLY SIGNED, WILL BE VOTED IN THE
MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER(S). IF NO DIRECTION IS
MADE, THIS PROXY WILL BE VOTED FOR ALL NOMINEES LISTED ABOVE AND FOR PROPOSAL
2.
This proxy will be voted in the discretion of the proxy
holders on such other business as may properly come before the meeting or any
adjournment thereof.
Detach above card, sign, date and mail in postage paid envelope
provided.
PENNS WOODS BANCORP, INC.
Please
sign this Proxy exactly as name appears on this proxy card. When shares are
held by joint tenants, both should sign. When signing as attorney, trustee or
guardian, or other fiduciary capacity please give full title as such. If a
corporation, please sign in full corporate name by President or other
authorized officer. If a partnership or limited liability company, please sign
in partnership or company name by authorized person.
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
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.
Penns Woods Bancorp (NASDAQ:PWOD)
Historical Stock Chart
From Jun 2024 to Jul 2024
Penns Woods Bancorp (NASDAQ:PWOD)
Historical Stock Chart
From Jul 2023 to Jul 2024