DEF 14A: Bogota Financial Corp. Announces 2024 Annual Meeting of Stockholders

Bogota Financial Corp. will hold its annual meeting of stockholders on May 16, 2024, to elect a director and ratify the appointment of its independent registered public accounting firm.

Summary

• Bogota Financial Corp. will hold its annual meeting of stockholders on May 16, 2024, at the Teaneck Marriott at Glenpointe in Teaneck, New Jersey.
• The meeting will include the election of one director for a three-year term and the ratification of the appointment of S.R. Snodgrass, P.C. as the independent registered public accounting firm for the fiscal year ending December 31, 2024.
• Stockholders of record as of March 22, 2024, are entitled to vote.
• As of March 22, 2024, there were 13,246,147 shares of common stock outstanding, with 8,504,556 shares owned by Bogota Financial, MHC and 4,741,591 shares owned by public stockholders.
• The Board of Directors recommends voting for the director nominee and for the ratification of the accounting firm appointment.
• Stockholders can vote via the Internet, telephone, or mail.
• The deadline for voting via the Internet or telephone is May 15, 2024, at 11:59 p.m. Eastern Time.
• Participants in the ESOP and 401(k) Plan must return their voting instruction cards by May 9, 2024.
• Kevin Pace was promoted to the position of President and Chief Executive Officer of Bogota Financial and Bogota Savings Bank on November 30, 2023.

Sentiment

Score: 7

Explanation: The document is a standard proxy statement, which is generally neutral in tone. The information is factual and procedural, with no significant positive or negative indicators.

Positives

• All directors and the director nominee are considered independent under NASDAQ Stock Market listing standards, except for Kevin Pace.
• The Board of Directors has a Code of Ethics for Senior Officers to ensure ethical conduct and compliance with laws and regulations.
• The Audit Committee has recommended the inclusion of the audited financial statements in the Annual Report on Form 10-K.
• Stockholders have the opportunity to communicate with the Board of Directors.
• The company provides multiple avenues for stockholders to vote, including internet, telephone, and mail.

Negatives

• William Hanson failed to file timely two Forms 4, one to report open market purchases and one to report a purchase through his pension plan.
• Bogota Financial is a controlled company, exempt from certain NASDAQ requirements for independent directors and compensation/nomination oversight.

Risks

• The company faces risks including credit risk, interest rate risk, liquidity risk, operational risk, strategic risk, and reputation risk.
• Current regulations restrict the ability of banks, brokers or other holders of record to vote shares on the election of directors and certain other matters on a discretionary basis.

Future Outlook

The Board of Directors intends to vote the proxies solicited by it in favor of the election of the nominee named above. If the nominee is unable to serve, the persons named in the proxy card will vote your shares to approve the election of any substitute proposed by the Board of Directors. Alternatively, the Board of Directors may adopt a resolution to reduce the size of the Board of Directors.

Management Comments

• Kevin Pace, President and Chief Executive Officer, invites stockholders to attend the annual meeting and encourages them to vote promptly.
• Steven M. Goldberg currently serves as the Chairman of the Board and is considered independent under the listing standards of the NASDAQ Stock Market.

Industry Context

This is a standard proxy statement for a publicly traded company, outlining the items to be voted on at the annual meeting and providing information about the company's governance and executive compensation practices.

Comparison to Industry Standards

• The corporate governance practices, such as having an audit committee and a code of ethics, are standard for publicly traded companies in the financial services industry.
• Executive compensation packages, including base salary, bonus potential, and equity awards, are typical components of compensation for executives at similarly sized financial institutions.
• The director retirement plan is similar to those offered by other community banks to attract and retain qualified board members.
• The ownership structure, with a mutual holding company owning a majority stake, is a common structure for former mutual savings banks that have converted to stock ownership.

Management Changes

Corporate Governance

Related Party Transactions

• Loans to directors and executive officers were made in the ordinary course of business on substantially the same terms as those prevailing for comparable loans with unrelated persons and in compliance with federal banking regulations.

Stakeholder Impact

• Shareholders are asked to vote on key governance matters, influencing the direction and oversight of the company.
• Employees are indirectly impacted through the election of directors and the ratification of the auditor, which affect the company's overall management and financial reporting.
• Executive compensation decisions impact the alignment of management's interests with those of the shareholders.

Next Steps

• Stockholders are encouraged to vote on the proposals outlined in the proxy statement.
• The company will hold its annual meeting on May 16, 2024.
• The Board of Directors will continue to oversee the company's risk management and corporate governance practices.

Key Dates

Keywords

annual meeting, proxy statement, stockholders, board of directors, corporate governance, election of directors, independent auditor, executive compensation, Bogota Financial, Bogota Savings Bank