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 [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-12
BRUNSWICK BANCORP
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] 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:
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(2) Aggregate number of securities to which transaction applies:
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(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
BRUNSWICK BANCORP
439 Livingston Avenue
New Brunswick, New Jersey 08901
April 19, 2006
To Our Shareholders:
You are cordially invited to attend the Annual Meeting of Shareholders
(the "Annual Meeting") of Brunswick Bancorp (the "Company"), the holding company
for Brunswick Bank and Trust Company (the "Bank"), to be held at 3:00 p.m. on
Tuesday, May 9, 2006 at the office of the Bank located at 439 Livingston Avenue,
New Brunswick, New Jersey 08901.
At the Annual Meeting, stockholders will be asked to consider and vote
upon the election of 9 nominees to serve on the Company's Board of Directors for
a term of one year.
The Board of Directors of the Company believes that the election of its
nominees to the Board of Directors is in the best interests of the Company and
its stockholders and unanimously recommends that you vote "FOR" the Board's
nominees.
YOUR COOPERATION IS APPRECIATED SINCE A MAJORITY OF THE COMMON STOCK OF
THE COMPANY MUST BE REPRESENTED, EITHER IN PERSON OR BY PROXY, TO CONSTITUTE A
QUORUM FOR THE CONDUCT OF BUSINESS. WHETHER OR NOT YOU EXPECT TO ATTEND, PLEASE
SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD PROMPTLY IN THE POSTAGE-PAID
ENVELOPE PROVIDED SO THAT YOUR SHARES WILL BE REPRESENTED.
Very truly yours,
THOMAS FORNALE, Secretary
BRUNSWICK BANCORP
439 Livingston Avenue
New Brunswick, New Jersey 08901
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 9, 2006
Notice is hereby given that the Annual Meeting of Shareholders of
Brunswick Bancorp (the "Company"), will be held at 3:00 p.m. on Tuesday, May 9,
2006 at the office of Brunswick Bank and Trust Company (the "Bank"), located at
439 Livingston Avenue, New Brunswick, New Jersey 08901, for the purpose of
considering and voting upon the following matters:
1. The election of 8 nominees named in the accompanying Proxy Statement
to serve as directors of the Company.
2. Such other business as may properly come before the Meeting.
Shareholders of record at the close of business on April 12, 2006 are
entitled to notice of and to vote at the meeting. Whether or not you contemplate
attending the meeting, it is suggested that the enclosed proxy be executed and
returned to the Company. You may revoke your proxy by delivering to the Company
a later-dated proxy or by delivering a written notice of revocation to the
Company.
By Order of the Board of Directors
THOMAS FORNALE, Secretary
New Brunswick, NJ 08901
April 19, 2006
IMPORTANT - PLEASE MAIL YOUR PROXY CARD
You are urged to sign and return the enclosed Proxy Card to the Company
promptly in the envelope provided so that there may be sufficient representation
at the Annual Meeting.
BRUNSWICK BANCORP
439 Livingston Avenue
New Brunswick, New Jersey 08901
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PROXY STATEMENT
DATED APRIL 19, 2006
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GENERAL PROXY STATEMENT INFORMATION
This Proxy Statement is furnished in connection with the solicitation of
the Board of Directors of Brunswick Bancorp (the "Company") of proxies for use
at the Annual Meeting of Shareholders of the Company to be held at 3:00 p.m. on
Tuesday, May 9, 2006 at the office of Brunswick Bank & Trust Company (the
"Bank"), located at 439 Livingston Avenue, New Brunswick, New Jersey, 08901.
This proxy is first being mailed to shareholders on or about April 19, 2006.
VOTING OF PROXIES
Regardless of the number of shares of common stock, no par value, of the
Company ("Common Stock") owned, it is important that you vote by completing the
enclosed proxy card and returning it signed and dated in the enclosed
postage-paid envelope. Stockholders are urged to indicate their vote in the
spaces provided on the proxy card. PROXIES SOLICITED BY THE BOARD OF DIRECTORS
OF THE COMPANY WILL BE VOTED IN ACCORDANCE WITH THE DIRECTIONS GIVEN THEREIN.
WHERE NO INSTRUCTIONS ARE INDICATED, SIGNED PROXY CARDS WILL BE VOTED "FOR" THE
ELECTION OF EACH OF THE NOMINEES FOR DIRECTOR NAMED IN THIS PROXY STATEMENT.
Other than the matters set forth on the attached Notice of Annual Meeting
of Stockholders, the Board of Directors knows of no additional matters that may
be presented for consideration at the Annual Meeting. Execution of a proxy,
however, confers on the designated proxy holders discretionary authority to vote
the shares in accordance with their best judgment on such other business, if
any, that may properly come before the Annual Meeting and at any adjournments
thereof, including whether or not to adjourn the Annual Meeting.
REVOCABILITY OF PROXIES
Any shareholder given a proxy has the right to attend and vote at the
Annual Meeting in person. A proxy may be revoked prior to the Annual Meeting by
delivering a later-dated proxy or a written revocation sent to Thomas Fornale,
Secretary of the Company, at the office of the Bank, P.O. Box 29, New Brunswick,
New Jersey, 08903 or by hand delivery to 439 Livingston Avenue, New Brunswick,
New Jersey, 08901. A proxy may be revoked at the Annual Meeting by filing a
later-dated proxy or a written notice of such revocation with the Secretary of
the Meeting prior to the voting of such proxy.
SOLICITATION OF PROXIES
The cost of solicitation of proxies on behalf of the Board of Directors
will be borne by the Company. Proxies may also be solicited personally or by
mail or telephone by directors, officers and other employees of the Company and
the Bank, its wholly owned subsidiary, without additional compensation therefor.
The Company will also request persons, firms and corporations holding shares in
their names, or in the name of their nominees, which are beneficially owned by
others, to send proxy material to and obtain proxies from such beneficial
owners, and will reimburse such holders for their reasonable expenses in doing
so.
VOTING SECURITIES
The securities which may be voted at the Annual Meeting consist of shares
of the Company's Common Stock, with each share entitling its owner to one vote
on all matters to be voted on at the Annual Meeting, except as described below.
There is no cumulative voting for the election of directors.
The close of business on April 12, 2006, has been fixed by the Board of
Directors as the record date (the "Record Date") for the determination of
stockholders of record entitled to notice of and to vote at the Annual Meeting
and at any adjournments thereof. The total number of shares of Common Stock
outstanding on the Record Date was 2,589,696 shares.
The presence, in person or by proxy, of the holders of at least a majority
of the total number of shares of Common Stock entitled to vote is necessary to
constitute a quorum at the Annual Meeting. In the event that there are
1
not sufficient votes for a quorum, or to approve or ratify any matter being
presented at the time of the Annual Meeting, the Annual Meeting may be adjourned
in order to permit the further solicitation of proxies.
The proxy card being provided by the Board of Directors enables a
stockholder with regard to Proposal No. 1 to vote "FOR" the election of the
nominees proposed by the Board of Directors, or to "WITHHOLD AUTHORITY" with
regard to Proposal No. 1 or to vote for one or more of the nominees being
proposed. Under New Jersey law and the Company's by-laws, directors are elected
by a plurality of votes cast, without regard to broker non-votes or abstentions.
PROPOSAL NO. 1 - ELECTION OF DIRECTORS
The Company's by-laws authorize a minimum of five (5) and a maximum of
twenty-five (25) directors but leave the exact number to be fixed by resolution
of the Board of Directors. The Board has fixed the number of directors at nine
(9).
It is intended that the persons named in the proxy will vote for the
election of the 9 nominees named below to serve as directors. Discretionary
authority is solicited to vote for a lesser number of nominees or to vote for
the election of a substitute nominee if, for any reason, any nominee is unable
to serve or refuses to serve as a candidate for election. The Company has no
reason to believe any nominee would not serve if elected.
UNLESS AUTHORITY TO VOTE FOR THE NOMINEE IS WITHHELD, IT IS INTENDED THAT
THE SHARES REPRESENTED BY THE ENCLOSED PROXY CARD, IF EXECUTED AND RETURNED,
WILL BE VOTED "FOR" THE ELECTION OF THE NOMINEES PROPOSED BY THE BOARD OF
DIRECTORS.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE ELECTION OF THE
NOMINEES NAMED IN THIS PROXY STATEMENT.
INFORMATION WITH RESPECT TO THE NOMINEES
The following tables set forth, as of the Record Date, the names of the
nominees for election, their ages, a brief description of their recent business
experience, including present occupations, and the year in which each became a
director of the Company or the Bank. Roman T. Gumina is currently a director of
the Bank and has been nominated for election to director of the Company.
NAME, AGE AND POSITION PRINCIPAL OCCUPATIONS DIRECTOR
WITH COMPANY DURING PAST FIVE YEARS SINCE
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Phillip W. Barrood, 79 President, Century 21 Barrood (Realty Company) 2000
Director
Joseph DeMarco, 70 President, High Grade Beverage Company (Beverage Company) 1975
Director
Carmen J. Gumina, 72 Chairman of the Board and Chief Executive Officer 1973
Chairman of the Board of Brunswick Bank and Trust Company
and Chief Executive Officer
Frank Gumina Jr., 64 President, Gumina Development Company 2003
Director
Roman T. Gumina, 44 President and Chief Operating Officer -
President and of Brunswick Bank and Trust Company
Chief Operating Officer
Michael Kaplan, 64 President, Kaplan and Sons (Construction Company) 1980
Director
Richard A. Malouf, 59 President, Malouf Auto Dealerships (Automobile Dealership) 1996
Director
Frederick H. Perrine, 78 President, Perrine Pontiac, Inc. (Automobile Dealership) 1975
Director
Robert P. Sica, 71 President, New Brunswick Plating, Inc. (Metal Finishing Company) 1996
Director
No nominee is a director of another company registered pursuant to Section
12 of the Securities Exchange Act of 1934 or subject to the requirements of
Section 15(d) of such Act or any company registered as an investment company
under the Investment Company Act of 1940. Carmen J. Gumina and Frank Gumina Jr.
are brothers and Carmen J. Gumina and Roman T. Gumina are father and son.
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BOARD MEETINGS AND COMMITTEES OF THE BOARD
The Company encourages all directors to attend the Company's annual
meeting. Seven (7) of the Company's directors were able to attend the 2005
annual meeting.
BOARD OF DIRECTORS' MEETINGS
Pursuant to the New Jersey Business Corporation Act and the Company's
by-laws, the Company's business and affairs are managed under the direction of
the Board of Directors. The directors of the Company also serve as directors of
the Bank. The Board of Directors of the Company held three (3) meetings during
2005. The Board of Directors of the Bank holds regularly scheduled meetings the
second Tuesday of each month and special meetings as circumstances require.
During 2005, all of the directors of the Company attended at least 75% of the
total number of Company Board and committee meetings held.
A majority of the board consists of individuals who are "independent"
under the American Stock Exchange listing standards (the "AMEX listing
standards").
SHAREHOLDERS COMMUNICATIONS TO THE BOARD OF DIRECTORS
The independent members of our Board meet quarterly. Shareholders wishing
to communicate with the independent members of the Board of Directors may send
correspondence to Robert P. Sica, the Chairman of our Compliance Committee, at
New Brunswick Plating Inc, 711 Jersey Avenue, New Brunswick, NJ 08901, attention
Mr. Sica. All correspondence will go directly to Mr. Sica for review by the
independent Board members.
CODE OF CONDUCT
The Board of Directors has adopted a Code of Conduct governing the
company's Chief Executive Officer and senior financial officers, as well as the
Board of Directors, officers and employees of the Company, as required by the
Sarbanes-Oxley Act, SEC regulations and the AMEX listing standards. The Code of
Conduct governs such matters as conflicts of interest, use of corporate
opportunity, confidentiality, compliance with law and the like. A copy of the
Code of Conduct has been filed as an exhibit to our annual report on Form 10-K
for the year ended December 31, 2003.
COMMITTEES OF THE BOARD
The Bank maintains an Audit Committee, Loan Committee, Finance Committee,
Compliance Committee, Nominating Committee, Compensation Committee, Stock Option
Committee, and Facilities Committee. The Committee members for each committee
were appointed by the Board of Directors at the annual reorganization meeting
held by the Board of Directors on June 14, 2005.
LOAN COMMITTEE
The Loan Committee consists of 4 directors and met twelve (12) times
during 2005.
NOMINATING COMMITTEE
The Nominating Committee of the Board meets the requirements of the AMEX
listing standards to select nominees to the Board of Directors. The Nominating
Committee recommends a slate of nominees for election as directors. The
Nominating Committee consists of 2 directors who in 2004 were Richard Malouf and
Frederick Perrine, both of whom are independent under the Amex listing
standards. The Committee met once during 2005. The Nominating Committee will
consider qualified nominations for directors recommended by shareholders. All
shareholder recommendations will be evaluated on the same basis as any
recommendation from members of the Board or management of the Company.
Recommendations should be sent to Thomas Fornale, Secretary of the Company, at
the office of the Bank, P.O. Box 29, New Brunswick, New Jersey, 08903 or by hand
delivery to 439 Livingston Avenue, New Brunswick, New Jersey, 08901. Any
nomination for director should be received by the Secretary of the Company on or
before December 31, 2006. Potential nominees should have a substantial business
or charitable presence in the communities served by the Bank.
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COMPENSATION COMMITTEE
The Compensation Committee recommends salary increases and other
compensation for senior officers. The Compensation Committee consists of two
directors who in 2004 were Frederick Perrine and Robert Sica, both of whom are
independent under the AMEX listing standards. The Compensation Committee met two
(2) times during 2005.
STOCK OPTION COMMITTEE
The Stock Option Committee recommends the terms and amounts of stock
option grants, if any, to key employees or board members. The Stock Option
Committee consists of 3 directors, Robert Sica, Carmen Gumina, and Frederick
Perrine and 2 employees, Roman Gumina and Thomas Fornale. This Committee met
once in 2005 and the Committee recommended no new stock option plan or stock
option grants for employees during 2005.
AUDIT COMMITTEE
The Company's Audit Committee consisted during 2005 of Joseph DeMarco,
James Gassaro, Gary Russo, Frederick Perrine and Richard Malouf. The Audit
Committee met four (4) times during 2005. For 2006, Mr. Perrine will continue as
Chairman of the Audit Committee, and Messrs. DeMarco, Gassaro and Malouf will
continue as members of the Committee. All Directors who serve on the Audit
Committee, both during 2005 and in 2006, are "independent" for purposes of the
AMEX listing standards and, as required under the Sarbanes-Oxley Act, no member
of the Audit Committee receives any form of compensation from the Company, apart
from compensation for Board and Committee service. The Audit Committee does not
currently have any member qualifying as an "audit committee financial expert" as
that term is defined in SEC Regulation S-K Item 401(e). The Board believes that
all members of the Audit Committee are financially literate and experienced in
business matters. Like many small companies, it is not easy for the Company to
attract and retain competent and diligent board members, and competition for
individuals qualifying as "audit committee financial experts" is significant.
The Board believes that the current Audit Committee is able to fulfill its role
under SEC regulations and AMEX listing standards despite not having a designated
"audit committee financial expert".
The Audit Committee meets periodically, and in any event, no less than
once per quarter, to consider the adequacy of the Company's financial controls
and the objectivity of its financial reporting, as well as to review the
Company's periodic reports filed with the SEC. The Audit Committee meets with
the Company's independent auditors and the Company's internal auditors, both
whom have unrestricted access to the Audit Committee.
The Board has adopted an amended written charter for the Audit Committee
setting forth the audit related functions the Audit Committee is to perform, its
structure and membership requirements. The Audit Committee Charter was filed as
a Exhibit to the 2004 proxy. Under this charter, the Audit Committee is
responsible for retaining and reviewing the Company's independent auditors. The
Audit Committee is also responsible for the pre-approval of all non-audit
services provided by its independent auditors. Non-audit services are only
provided by the Company's auditors to the extent permitted by law.
AUDIT COMMITTEE REPORT
In connection with this year's financial statements, the Audit Committee
has reviewed and discussed the Company's 2005 audited financial statements with
the Company's officers and Michael R. Ferraro, Certified Public Accountant, its
independent auditor. The Committee has discussed with Michael R. Ferraro,
Certified Public Accountant the matters required to be discussed by Statements
on Auditing Standards 61, 89 and 90 (Communication with Audit Committees), as
amended or supplemented, which include, among other items, matters related to
the conduct of the audit of the Company's financial statements. The Committee
has also received the written disclosures and letter from Michael R. Ferraro,
Certified Public Accountant as required by Independence Standards Board Standard
No. 1 (Independence Discussions with Audit Committees), and has discussed with
representatives of Michael R. Ferraro, Certified Public Accountant their
independence with regard to all services provided.
4
Based on these reviews and discussions, the Audit Committee recommended to
the Board of Directors that the audited financial statements be included in the
Company's Annual Report on form 10-K for the fiscal year ended December 31, 2005
for filing with the U.S. Securities and Exchange Commission.
Frederick Perrine (Chairman)
Joseph DeMarco
James Gassaro
Richard Malouf
DIRECTORS' COMPENSATION
There are no director fees for the Company. Director fees for the Bank
consist of $450 for each regular monthly Bank Board meeting or special Bank
Board meeting attended. Directors who are members of committees of the Bank
receive a fee of $125 for each committee meeting attended.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information concerning the beneficial
ownership of shares of Common Stock as of February 24, 2006, by (i) each person
who is known by the Company to own beneficially more than five percent (5%) of
the issued and outstanding Common Stock, (ii) each director and nominee for
director of the Company, (iii) each executive officer of the Company described
in this Proxy Statement under the caption "Executive Compensation" and (iv) all
directors and executive officers of the Company as a group. Other than as set
forth in this table, the Company is not aware of any individual or group which
holds in excess of 5% of the outstanding Common Stock.
NAME OF DIRECTORS, NOMINEES FOR DIRECTOR NUMBER OF SHARES PERCENT
AND NAMED OFFICERS: BENEFICIALLY OWNED (1) OF CLASS
Phillip W. Barrood 14,084 0.5%
Joseph DeMarco 81,685(2) 3.2%
Carmen J. Gumina 92,247(3) 3.6%
Frank Gumina Jr. 42,766(4) 1.7%
Roman T. Gumina 573,748(5) 22.2%
Michael Kaplan 49,127(6) 1.9%
Richard A. Malouf 7,590 0.3%
Frederick H. Perrine 6,006 0.2%
Robert P. Sica 20,539(7) 0.8%
DIRECTORS, NOMINEES FOR DIRECTOR AND
NAMED OFFICERS AS A GROUP (9 PERSONS) 887,792 34.3%
NAME OF BENEFICIAL OWNER OF MORE THAN 5%
OF THE COMMON STOCK:
Else M. Gumina
2600 North Flagler Drive
West Palm Beach, FL 140,451 5.4%
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(1) Beneficially owned shares include shares over which the named person
exercises either sole or shared voting power or sole or shared investment power.
It also includes shares owned (i) by a spouse, minor children or by relatives
sharing the same home, (ii) by entities owned or controlled by the named person,
and (iii) by other persons if the named person has the right to acquire such
shares within 60 days by the exercise of any right or option. Unless otherwise
noted, all shares are owned of record and beneficially by the named person,
either directly or through the dividend reinvestment plan.
(2) Of this total, 28,934 shares are held by Mr. DeMarco in his name,
32,972 shares are held by Mr. DeMarco and his wife jointly, 18,044 shares are
held by his wife in her name, and 1,735 shares are held by a company in which he
owns a substantial interest.
(3) Of this total, 28,080 shares are held by Mr. Gumina in his name and
64,167 shares are held in a Restricted Stock Award Plan.
(4) Of this total, 38,349 shares are held by Mr. Gumina in his name and
4,417 shares are held by his wife in her name.
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(5) Of this total, 1,890 shares are held by Mr. Gumina in his name,
143,186 shares are held in trust for family members, 17,456 shares are held in a
Deferred Compensation Plan, 320,834 shares are held in a compnay in which Mr.
Gumina is a member, and 64,167 shares are held in a Restricted Stock Award Plan.
Also included in the shares reported for Mr. Gumina are 26,215 shares held by
the Brunswick Bank and Trust Profit Sharing Plan. By virtue of Mr. Gumina's
service as Trustee of the Plan, it has been asserted that he has beneficial
ownership of such shares. He disclaims beneficial ownership of such shares.
(6) Of this total, 42,197 shares are held by Mr. Kaplan in his name and
6,930 shares are held by his wife in her name.
(7) Of this total, 12,539 shares are held by Mr. Sica in his name and
8,000 shares are held jointly with his wife.
ANNUAL EXECUTIVE COMPENSATION AND ALL OTHER COMPENSATION
The following table sets forth a summary for the last three (3) fiscal
years of the cash and non-cash compensation awarded to, earned by, or paid to,
the Chief Executive Officer of the Company and each other executive officer
whose remuneration exceeded $100,000 for the last fiscal year.
SUMMARY COMPENSATION TABLE
CASH AND CASH EQUIVALENT FORMS OF REMUNERATION
ANNUAL COMPENSATION
---------------------------------------------
OTHER ANNUAL ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) COMPENSATION ($) COMPENSATION ($)(2)
Carmen J. Gumina, Chairman 2005 $250,000 12,500 (1) $177,265
of the Board and CEO 2004 259,615 12,500 (1) 141,435
of the Company and the Bank 2003 250,000 12,500 (1) 137,568
Roman T. Gumina, 2005 215,500 10,800 -0- 115,663
President 2004 223,788 10,800 -0- 92,235
of the Bank 2003 215,500 10,800 -0- 88,768
(1) The Company believes the value of these perquisites and other benefits
to be less than 10% of the salary and bonus reported in the table above.
(2) The amount shown for all other compensation represents two other
employee benefit plans. In 1988, the Company established the Brunswick Bank and
Trust Profit Sharing, and Cash or Deferred Contribution Plan for eligible
employees. In addition, the Company maintains a Non-Qualified Deferred
Compensation Plan (the "Plan") described below. Contributions to Messrs Carmen
and Roman Gumina under these two plans are included in other compensation in the
table above.
RETIREMENT PLANS
The Bank has a profit sharing and 401(K) plan for which all employees of
the Bank who are 21 years of age or older, including executive officers, are
eligible for participation. All employees who have completed one year of
continuous service are eligible. The Plan consists of employer contributions and
voluntary employee contributions. For the year ended December 31, 2005, the
Company contributed $135,533 to the Plan. Carmen J. Gumina received a benefit of
$21,265, for the year ending December 31, 2005. Roman T. Gumina received a
benefit of $19,663, for the year ending December 31, 2005. Vested contributions
under this plan are one way in which executive compensation is related to the
performance of the Bank as a whole.
Effective as of January 1, 1995, the Company adopted the Non-Qualified
Deferred Compensation (the "Plan"). The Plan is intended to foster sustained
financial growth through the retention of valuable employees. Under the Plan,
the Company may award deferred compensation to key employees. At the time of
each award, the Compensation Committee is to establish a vesting schedule for
payment of the compensation on a deferred basis. The contributions made by the
Corporation under the Plan are to be held in trust and managed by a plan
administrator. For 2005, the only employees granted an award under the Plan were
Carmen J. Gumina and Roman T. Gumina. For 2005, the Company granted awards of
$156,000 and $96,000 under the Plan to Carmen J. Gumina and Roman T. Gumina,
respectively.
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BRUNSWICK BANCORP 2000 STOCK OPTION PLAN AND RESTRICTED STOCK AWARD PLAN
In April 2000, the shareholders approved an amendment and restatement of
the Brunswick Bancorp 1998 Stock Option Plan now known as the Brunswick Bancorp
2000 Stock Option Plan, and a Restricted Stock Award Plan for key personnel of
the Bank. The responsibility for establishing stock option awards and the
restricted stock awards rests with the Compensation Committee.
During 2005 no stock options or restricted stock awards were granted to
any executive officer named in the compensation table above. In addition, no
executive officers named in the compensation table above had options outstanding
at December 31, 2005.
COMPENSATION COMMITTEE INTERLOCKS
Among those who served on the Board of Directors during 2005 and thus were
ultimately responsible for setting executive officer compensation, Carmen J.
Gumina is himself an executive officer of the Bank.
EXECUTIVE COMPENSATION REPORT
Brunswick Bank and Trust is the primary subsidiary of Brunswick Bancorp.
The compensation of senior officers of the Bank is determined by, or under the
direction of, the full Board of Directors of the Bank. In setting compensation,
the Board of Directors acts through its Compensation Committee, which is
currently composed of Directors Frederick Perrine and Robert Sica, both of whom
are independent under the AMEX listing standards. The Committee sets the
compensation for Mr. Carmen Gumina and the Company's other executive officers.
In setting compensation for the executive officers other then Mr. Carmen Gumina,
the Compensation Committee reviews recommendations submitted by Mr. Gumina.
In determining the compensation of each senior officer for 2005, the CEO
based his decisions on the particular officer's responsibilities, background and
prior year's performance, as well as the performance of the Bank as a whole and
the performance anticipated from the officer during 2006. The Board of Directors
of the Bank did not modify or rescind any compensation decisions made by the CEO
with respect to 2005.
During 2005, Carmen J. Gumina's base compensation was set at $250,000 per
year. This rate was based on Mr. Gumina's responsibilities, background and
performance, and the performance of the Bank as a whole.
In addition to current cash compensation, the Company seeks to provide
retirement benefits and long term equity compensation comparable to that
provided by other financial institutions as an incentive for long term executive
retention. The Bank has a profit sharing and 401(k) plan for which all
employees, including executive officers, are eligible for participation. Vested
contributions under this plan are one way in which executive compensation is
related to the performance of the Bank as a whole. The Bank also offers a
Non-Qualified Deferred Compensation (the "Plan"). The Plan is intended to foster
sustained financial growth through the retention of valuable employees.
In April 2000, the shareholders approved an amendment and restatement of
the Brunswick Bancorp 1998 Stock Option Plan now known as the Brunswick Bancorp
2000 Stock Option Plan, and a Restricted Stock Award Plan for key personnel of
the Bank. The responsibility for establishing stock option awards and the
restricted stock awards rests with the Compensation Committee. The Compensation
Committee makes recommendations for awards based upon the following criteria:
(1) The performance of the officer or employee of the Bank.
(2) The benefit which the Company has derived as a result of the efforts
of the award candidate.
(3) The Company's desire to encourage long-term employment of the award
candidate.
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PERFORMANCE GRAPH
This graph compares the cumulative total return on a hypothetical $100
investment made on December 31, 2000 in: (a) Brunswick Bancorp common stock; (b)
the Standard & Poor's (S&P) 500 Stock Index; and (c) SNL Securities less than
$250 million Bank Index. The graph is calculated assuming that all dividends are
reinvested during the relevant periods. The graph shows how a $100 investment
would increase or decrease in value over time, based on dividends, (stock or
cash) and increases or decreases in the market price of the stock.
[PERFORMANCE GRAPH]
PERIOD ENDING
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INDEX 12/31/00 12/31/01 12/31/02 12/31/03 12/31/04 12/31/05
-------------------------------------------------------------------------------------------------------------
Brunswick Bancorp 100.00 99.17 112.29 156.75 135.67 127.80
Russell 2000 100.00 102.49 81.49 120.00 142.00 148.46
SNL <$250M Bank Index 100.00 124.68 153.22 231.70 286.49 298.88
INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS
The Company has had, and may be expected to have in the future,
transactions with directors, principal officers, their immediate families, and
affiliated companies in which directors are principal stockholders (commonly
referred to as related parties). The Bank has made loans to its directors and
officers and their associates. All such loans (i) were made in the ordinary
course of business, (ii) 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 (iii) did not involve more than the normal
risk of collectability or present other unfavorable features. Assuming continued
satisfaction of generally applicable credit standards, the Bank expects to
continue to make loans to directors, executive officers and their associates
(i.e. corporations or organizations for which they serve as officers or
directors or in which they have beneficial ownership interests of ten percent or
more).
8
The Bank leases three of its operating locations from Cardal Associates
LLC, Aaron Road Associates LLC, and Cranbury Station LLC. Carmen J. Gumina, CEO
and Chairman of the Board of the Company, is the sole principal owner of Cardal
Associates and Aaron Road Associates LLC. Rent paid to these two companies by
the Bank totaled $484,944 for the year ended December 31, 2005. Roman T. Gumina,
President and COO of the Bank is one third owner of Cranbury Station. Rent paid
to this company by the Bank totaled $121,190 for the year ended December
31,2005. The Company anticipates a rental amount relatively unchanged for 2006.
The Bank performs servicing of three loans, which are owned by Carmen J.
Gumina, CEO and Chairman of the Board of the Company. As of December 31, 2005,
loans serviced for Carmen J. Gumina totaled $1,829,855. The loan participation
sold and the servicing performed is done on substantially the same terms as
those prevailing at the time for comparable transactions with other parties.
RECOMMENDATION AND VOTE REQUIRED
Nominees will be elected by a plurality of the shares voting at the Annual
Meeting.
THE BOARD UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" ITS
NOMINEES FOR THE BOARD OF DIRECTORS.
INDEPENDENT AUDITORS
The Company's independent auditors for the fiscal year ended December 31,
2005 were Michael R. Ferraro, Certified Public Accountant. Michael R. Ferraro,
Certified Public Accountant, has advised the Company that one or more of its
representatives will be present at the Annual Meeting to make a statement if
they so desire and to respond to appropriate questions. In 2005, Michael R.
Ferraro, Certified Public Accountant, performed audit and audit related services
for the Company. In addition, Michael R. Ferraro, Certified Public Accountant,
rendered certain tax related services to the Company, the only non-audit related
services provided by Michael R. Ferraro, Certified Public Accountant. In
connection with the retention of Michael R. Ferraro, Certified Public
Accountant, to render tax related services, the audit committee considered the
possible effect on the independence of Michael R. Ferraro, Certified Public
Accountant, before approving their retention.
PRINCIPAL ACCOUNTING FIRM FEES
Aggregate fees billed to the Company for the fiscal years ended December
31, 2005 and 2004 by the Company's principal accounting firm, Michael R.
Ferraro, Certified Public Accountant, are shown in the following table:
2005 2004
Audit Fees(1) $ 58,700 $ 54,825
Audit-related fees(2) 5,000 5,000
Tax fees(3) 15,825 16,500
All other fees 600 1,450
-------- --------
$ 80,125 $ 77,775
======== ========
---------------
(1) Includes professional services rendered for the audit of the Company's
annual financial statements and review of financial statements included in Forms
10-Q, or services normally provided in connection with statutory and regulatory
filings, including out-of-pocket expenses.
(2) Assurance and related services reasonably related to the performance
of the audit or review of financial statements include the following: For 2005,
assistance with 2004 financial statements and 2005 10-K disclosure and 2005 10-Q
disclosures, accounting consultations and related accounting. For 2004,
assistance with 2003 financial statements and 2004 10-K disclosure and 2004 10-Q
disclosures accounting consultations and related accounting.
(3) Tax fees include the following: tax planning meetings with tax
accountant and management and related
9
research in regard to New Jersey income tax.
COMPLIANCE WITH SECTION 16(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission.
Officers, directors and greater than ten percent stockholders are required by
regulation of the Securities and Exchange Commission to furnish the Company with
copies of all Section 16(a) forms they file. Based upon a review of these forms,
the Company believes that all required reports were timely filed.
STOCKHOLDER PROPOSALS
Proposals of stockholders to be included in the Company's 2007 proxy
material must be received by the Secretary of the Company no later than December
1, 2006.
OTHER MATTERS
The Board of Directors is not aware of any other matters which may come
before the Annual Meeting. However, in the event such other matters come before
the meeting, it is the intention of the persons named in the proxy to vote on
any such matters in accordance with the recommendation of the Board of
Directors.
10
P R O X Y BRUNSWICK BANCORP
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TUESDAY, MAY 9, 2006
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Richard M. Brand as Proxy, with full power of
substitution, to vote all of the stock of BRUNSWICK BANCORP standing in the
undersigned's name at the Annual Meeting of Shareholders of Brunswick Bancorp,
to be held at the branch office of Brunswick Bank and Trust Company, 439
Livingston Ave., New Brunswick, N.J., on Tuesday, May 9, 2006, at 3:00 p.m., and
at any adjournment thereof. The undersigned hereby revokes any and all proxies
heretofore given with respect to such meeting.
THIS PROXY WILL BE VOTED AS SPECIFIED BELOW. IF NO CHOICE IS SPECIFIED, THE
PROXY WILL BE VOTED FOR THE NOMINEES FOR DIRECTOR LISTED BELOW.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE NOMINEES LISTED ON THE PROXY
STATEMENT.
1. ELECTION OF 9 DIRECTORS.
[ ] FOR THE NOMINEES LISTED BELOW (EXCEPT AS MARKED TO THE CONTRARY
BELOW)
[ ] WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES LISTED BELOW
PHILLIP W. BARROOD, JOSEPH DeMARCO, CARMEN J. GUMINA, FRANK GUMINA, JR., ROMAN
T. GUMINA, MICHAEL KAPLAN, RICHARD A. MALOUF, FREDERICK PERRINE, ROBERT P. SICA.
Instructions: To withhold authority to vote for any individual nominee(s)
write that nominee's name on the following line:
--------------------------------------------------------------------------------
2. In their discretion, upon other matters as may properly come before
the meeting. (OVER)
DATED: _________________________, 2006
___________________________________________________
Signature
___________________________________________________
Signature
Please sign exactly as your name appears. When signing as an executor,
administrator, guardian, trustee or attorney, please give your title as such. If
signer is a corporation, please sign the full corporate name and then an
authorized officer should sign his name and print his name and title below his
signature. If the shares are held in joint name, all joint owners should sign.)
PLEASE COMPLETE, SIGN AND RETURN THIS PROXY IN THE ENCLOSED RETURN ENVELOPE.