DEF: Orange County Bancorp Sets Date for 2025 Annual Stockholders Meeting

Orange County Bancorp will hold its annual stockholders meeting on May 20, 2025, to elect directors and ratify the appointment of its accounting firm.

Summary

• Orange County Bancorp, Inc. will hold its 2025 Annual Meeting of Stockholders on May 20, 2025, at 3:30 p.m. Eastern time, at the company's office in White Plains, New York.
• The meeting will address the election of five directors and the ratification of Crowe LLP as the independent registered public accounting firm for the year ending December 31, 2025.
• The Board of Directors recommends voting 'FOR' the election of each director nominee and 'FOR' the ratification of Crowe LLP's appointment.
• Stockholders of record as of March 31, 2025, are entitled to vote at the meeting.
• The proxy statement, 2024 Form 10-K, and 2024 Annual Report are available online at www.envisionreports.com/OBT.
• The company had 11,383,738 shares of common stock outstanding as of March 31, 2025.
• Directors are elected by a plurality of votes cast.
• Ratification of the accounting firm requires a majority of votes cast.
• The company's executive officers and directors are required to own or acquire shares of company common stock having a fair market value equal to certain amounts based on their position.
• The company has adopted an Insider Trading Policy governing the purchase, sale, and/or other dispositions of our securities by our directors, officers and employees as well as by the Company itself that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the Nasdaq exchange listing standards.

Sentiment

Score: 7

Explanation: The document is a standard proxy statement, which is generally neutral in tone. The recommendations of the board are positive, but the overall document is informational.

Positives

• The Board of Directors is actively involved in risk oversight through its committees.
• The company has adopted a Code of Ethics for Senior Officers and an Insider Trading Policy.
• The company has Stock Ownership Guidelines for Non-Employee Directors and Executive Officers.
• The Audit and Risk Committee pre-approved 100% of audit fees billed and paid during the year ended December 31, 2024.

Negatives

• Directors Holcombe, Keane, Kennedy, Rouis and Rowley, each had one late Form 4 filing reporting one late transaction.

Risks

• The proxy statement mentions that a failure to obtain a sufficient number of votes could cause a delay in the annual meeting and result in additional expense to the Company.
• The Compensation Committee has the responsibility for overseeing potential risks in the incentive compensation arrangements maintained by the Company, the Bank and HVIA.
• The company's anti-hedging and anti-pledging provisions are covered in its Insider Trading Policy.

Future Outlook

The Board of Directors is not aware of any business to come before the annual meeting other than the matters described in the Proxy Statement.

Management Comments

• The Board of Directors has determined that the matters to be considered at the annual meeting are in the best interest of the Company and its stockholders.
• The Board of Directors unanimously recommends a vote 'FOR' each of the nominees for director and 'FOR' the ratification of the appointment of Crowe LLP.

Industry Context

This is a standard proxy statement for a publicly traded company, outlining the business to be conducted at the annual meeting and providing information to stockholders to make informed voting decisions.

Comparison to Industry Standards

• The compensation peer group consists of financial institutions located near the New York City Metropolitan area and range in asset size between $1.5 billion and $5.0 billion.
• The company retained AON, an independent compensation consultant, to review the Companys Executive Compensation Program which includes salary, annual incentive, and long-term incentive plans for our executive officers and also to review the non-employee director compensation.

Management Changes

Corporate Governance

Related Party Transactions

• At December 31, 2024, all of our loans to directors and executive officers 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 loans with persons not related to the 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 are important for corporate governance and can impact shareholder value.
• Executive compensation decisions impact employees and shareholders.
• The company's policies on ethics and insider trading affect all employees and stakeholders.

Next Steps

• Stockholders are encouraged to vote their shares as promptly as possible.
• The company will hold its Annual Meeting of Stockholders on May 20, 2025.
• The Board of Directors will act on any other matters that properly come before the annual meeting.

Key Dates

Keywords

annual meeting, proxy statement, directors, stockholders, Crowe LLP, election, ratification, governance, compensation, Orange County Bancorp