DEF: Bogota Financial Corp. Announces 2025 Annual Meeting of Stockholders

Bogota Financial Corp. will hold its annual meeting of stockholders on May 20, 2025, to elect two directors and ratify the appointment of its independent registered public accounting firm.

Summary

• Bogota Financial Corp. will hold its annual meeting of stockholders on May 20, 2025, at the Teaneck Marriott at Glenpointe in Teaneck, New Jersey.
• The meeting will include the election of two directors 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, 2025.
• Stockholders of record as of March 21, 2025, are entitled to vote.
• The Board of Directors recommends voting for the director nominees and for the ratification of the accounting firm appointment.
• Bogota Financial, MHC owns 8,504,556 shares, representing 65.35% of the 13,008,964 outstanding shares as of March 21, 2025.
• The proxy statement and annual report are available online at www.cstproxy.com/bogotafinancialcorp/2025.

Sentiment

Score: 7

Explanation: The document is primarily informational and procedural, with a neutral tone. The positive aspects include the independence of the board and the presence of corporate governance structures. The negative aspects include the retirement of a director and a past bankruptcy filing by an executive officer. Overall, the sentiment is slightly positive due to the routine nature of the information and the presence of standard corporate governance practices.

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 determined that the separation of the offices of Chairman of the Board and President and Chief Executive Officer enhances Board independence and oversight.
• The Audit Committee has recommended to the Board of Directors, and the Board of Directors has approved, that the audited financial statements be included in Bogota Financials Annual Report on Form 10-K for the year ended December 31, 2024, for filing with the Securities and Exchange Commission.

Negatives

• Steven M. Goldberg will retire at the 2025 annual meeting of stockholders due to the age limitation currently contained in the Bogota Financial bylaws, reducing the Board of Directors to five members.
• Robert Walsh, Executive Vice President and Chief Lending Officer, declared, and was subsequently discharged from, bankruptcy in 2018.

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 a bank, broker or other holder of record to vote shares on the election of directors and certain other matters on a discretionary basis.

Future Outlook

The company intends to continue reviewing and adopting corporate governance policies and procedures to ensure they meet the highest standards of ethical conduct, report results with accuracy and transparency, and fully comply with the laws, rules and regulations that govern their operations.

Management Comments

• Kevin Pace, President and Chief Executive Officer, invites stockholders to attend the annual meeting and emphasizes the importance of their shares being represented.
• The Board of Directors believes that Mr. Goldberg qualifies as an audit committee financial expert as such term is defined by the rules and regulations of the Securities and Exchange Commission.

Industry Context

This is a standard proxy statement for a publicly traded company, outlining the agenda and procedures for the annual meeting of stockholders, as well as providing information on corporate governance, director compensation, and executive compensation.

Comparison to Industry Standards

• The corporate governance practices described, such as having an audit committee and a code of ethics, are standard for publicly traded companies in the United States.
• The executive compensation packages, including base salary, bonus potential, and equity incentives, are typical for companies of similar size and industry.
• The director retirement plan is less common now, as many companies have moved away from defined benefit plans in favor of defined contribution plans.

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 at the time for comparable loans with persons not related to Bogota Financial or Bogota Savings Bank, and did not involve more than the normal risk of collectability or present other unfavorable features.

Stakeholder Impact

• The election of directors and ratification of the accounting firm will impact shareholders.
• Executive compensation and benefit plans affect executive officers.
• Corporate governance policies impact all stakeholders.

Next Steps

• Stockholders are encouraged to vote on the proposals outlined in the proxy statement.
• The company will hold its annual meeting on May 20, 2025.
• The Board of Directors will consider any other factors it deems relevant, including size of the Board of Directors and regulatory disclosure obligations.

Key Dates

Keywords

annual meeting, proxy statement, directors, stockholders, corporate governance, audit committee, executive compensation, Bogota Financial