What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2023-03-15 compared with 2022-03-16 · 60 added, 39 removed, 45 unchanged (69% of the section changed)

20 unchanged sentences

There are limitations under Delaware corporate law as to the amounts of cash dividends that may be paid by the Company.

Additionally, if we decided to defer interest on our 2003 subordinated debentures, we would be prohibited from

paying cash dividends on the Company’s common stock.

Additionally, if we decided to defer interest on our 2003 subordinated debentures, we would be prohibited

from paying cash dividends on the Company’s common stock.

The Company is dependent on cash dividends paid by the Bank to fund its cash dividend payments to its stockholders.

There are regulatory limitations on cash dividends that may be paid by the Bank.

There are regulatory limitations on cash dividends that may be paid by

Business – Supervision and Regulation.”

On November 15, 2021, the Board of Directors has reauthorized its share repurchase program for up to $20.0 million of the Company’s common stock (“Repurchase Plan”), which represents approximately 4% of outstanding

shareholders’ equity.

Repurchases by the Company under the Repurchase Plan may be made from time to time through open market purchases, trading plans established in accordance with SEC rules, privately negotiated transactions, or by other means.

The actual means and timing of any repurchases, the quantity of purchased shares and prices will be subject to certain limitations, including, without limitation, market prices of the Company’s common shares, general

market and economic conditions, the Company’s financial performance, capital position, and applicable legal and regulatory requirements, and at the discretion of the Chief Executive Officer and Chief Financial Officer.

On November 8, 2022, the Board of Directors authorized an extension to its share repurchase program through December 31, 2024 for an additional $20.0 million of the Company’s common stock (“Repurchase Plan”), which

represents approximately 3% of outstanding shareholders’ equity.

Repurchases by the Company under the Repurchase Plan may be made from time to time through open market purchases, trading plans established in accordance with SEC rules, privately

negotiated transactions, or by other means.

Beginning in 2023 under the Inflation Reduction Act of 2022 (IRA), a 1% excise tax will be imposed on certain public company stock repurchases.

general market and economic conditions, the Company’s financial performance, capital position, and applicable legal and regulatory requirements, and at the discretion of the Chief Executive Officer and Chief Financial Officer.

Repurchases under the Repurchase Plan may be initiated, discontinued, suspended, or restarted at any time in the Company’s discretion.

The Company is not obligated to repurchase any shares under the Repurchase Plan.

The Company is not obligated to repurchase any shares under the Repurchase

No shares may be repurchased pursuant to the authority granted in the Repurchase Plan after December 31, 2024.

Repurchased shares are to be used to fund the Company’s non-qualified retirement plans or may be returned to the status of authorized but

unissued common shares of the Company.

Repurchased shares are to be used to fund the Company’s non-qualified retirement plans or may be returned to the status of

authorized but unissued common shares of the Company.

On May 24, 2018, stockholders approved a proposal to increase our authorized shares of common stock from 7,500,000 to 40,000,000.

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On August 5, 2008, the Board of Directors approved a Share Purchase Rights Plan (the “Rights Plan”), pursuant to which the Company entered into a Rights Agreement dated August 5, 2008, with Computershare as Rights

Agent, and the Company declared a dividend of a right to acquire one preferred share purchase right (a “Right”) for each outstanding share of the Company’s common stock, $0.01 par value per share, to stockholders of record at the close of business on

August 15, 2008.

Generally, the Rights are only triggered and become exercisable if a person or group (the “Acquiring Person”) acquires beneficial ownership of 10 percent or more of the Company’s common stock or announces a tender offer for 10

percent or more of the Company’s common stock.

business on August 15, 2008.

offer for 10 percent or more of the Company’s common stock.

The Rights Plan is similar to plans adopted by many other publicly traded companies.

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The provisions of the Plan, if triggered by the Acquiring Person, will substantially dilute the equity and

voting interest of any potential acquirer unless the Board of Directors approves of the proposed acquisition (under Article XV of the Company’s Certificate of Incorporation, the Board of Directors has the authority to consider any and all factors in

determining whether an acquisition is in the best interests of the Company and its stockholders).

Each Right, if and when exercisable, will entitle the registered holder to purchase from the Company one one-hundredth of a share of Series A Junior

Participating Preferred Stock, no par value, at a purchase price of $1,600 for each one one-hundredth of a share, subject to adjustment.

Each holder of a Right (except for the Acquiring Person, whose Rights will be null and void upon such event) shall thereafter have the right to receive, upon exercise, that number of Common Shares of the Company having

a market value of two times the exercise price of the Right.

At any time before a person becomes an Acquiring Person, the Rights can be redeemed, in whole, but not in part, by the Company’s Board of Directors at a price of $0.001 per Right.

in determining whether an acquisition is in the best interests of the Company and its stockholders).

Each Right, if and when exercisable, will entitle the registered holder to purchase from the Company one one-hundredth of a share of Series A

Junior Participating Preferred Stock, no par value, at a purchase price of $1,600 for each one one-hundredth of a share, subject to adjustment.

having a market value of two times the exercise price of the Right.

At any time before a person becomes an Acquiring Person, the Rights can be redeemed, in whole, but not in part, by the Company’s Board of Directors at a price of $0.001 per

The Rights Plan was set to expire on August 5, 2018.

On November 19, 2015, the Board of Directors approved a seven-year extension of the term of the Rights Plan.

Pursuant to an Amendment to the Rights Agreement dated

February 18, 2016, the term of the Rights Plan was extended from August 5, 2018 to August 5, 2025.

The extension of the term of the Rights Plan was intended as a means to continue to guard against abusive takeover tactics and was not in response to

any particular proposal.

The Board also increased the purchase price under the Rights Plan to $1,600 per one one-hundredth of a preferred share from $1,200, to reflect the increase in the market price of the Company’s common stock over the past

several years.

Pursuant to an Amendment to the Rights Agreement

dated February 18, 2016, the term of the Rights Plan was extended from August 5, 2018 to August 5, 2025.

The extension of the term of the Rights Plan was intended as a means to continue to guard against abusive takeover tactics and was not in

response to any particular proposal.

over the past several years.

During 2022, the Company repurchased 21,309 shares under the Repurchase Plan, for a total of $20.31 million.

All of these shares were purchased at prices ranging from $925.00 to $990.00 per share, based upon the

then current price on the OTCQX.

The Company did not issue any shares of common stock during 2022.

The following table reports information regarding repurchases of our common stock during the year ended December 31, 2022:

Average price

paid per share

Total number of shares

purchased as part of

publicly announced

plans or programs

Maximum number (or

approximate dollar

value) of shares that

may yet purchased

under the plans or

( In thousands ) (1)

Total 1st Quarter 2022

Total 2nd Quarter 2022

Total 3rd Quarter 2022

October 1, 2022 to October 31, 2022

November 1, 2022 to November 30, 2022

December 1, 2022 to December 31, 2022

Total 4th Quarter 2022

(1) As of November 8, 2022 the Board approved an extension to the repurchase program through December 31, 2024 and for an additional $20

million of the Company's common stock.

The Company did not issue or purchase any shares of common stock during 2021.

During 2020, the Company issued a combined total of 523 shares of common stock to the Bank’s non-qualified deferred compensation retirement plans.

All of the shares were issued at a price of $770.00 per share based

upon valuations completed during the quarter of issuance by a nationally recognized bank consulting and advisory firm and in reliance upon the exemption in Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and the

regulations promulgated thereunder.

The proceeds were contributed to the Bank as equity capital.

See Note 12, “Employees Benefit Plans” located in Item 8.

“Financial Statements and Supplementary Data in this Annual Report on Form 10-K”.

Performance Graphs

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and (ii) the cumulative total return of the New York Stock Exchange market index.

The graph assumes an initial

investment of $100 on December 31, 2016 and reinvestment of dividends.

The graph assumes an

initial investment of $100 on December 31, 2017 and reinvestment of dividends.

The stock price performance set forth in the following graph is not necessarily indicative of future price performance.

The Company’s stock price data is based on activity posted

on the OTCQX and on private transactions between individual stockholders that are reported to the Company.

The Company’s stock price data is based on

activity posted on the OTCQX and on private transactions between individual stockholders that are reported to the Company.

This data was furnished by Zacks SEC Compliance Services Group.

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity