PROPOSAL NO. 2
ADVISORY APPROVAL OF EXECUTIVE COMPENSATION
The Dodd-Frank Wall Street Reform and Consumer Protection Act, which was enacted in 2010, requires that we include in this proxy statement an
advisory stockholder vote on the compensation of the Companys named executive officers as described in this proxy statement. Because the vote is advisory, it is not binding on us, and neither the Board of Directors nor the Compensation
Committee will be required to take any action as a result of the outcome of the vote. However, our Board of Directors, our Compensation Committee, and management value the opinions expressed by our stockholders and will consider the outcome of the
vote when making future decisions regarding the compensation of our named executive officers.
At our 2017 Annual Meeting, approximately
92% of the votes cast on the
say-on-pay
proposal were in favor of our named executive officers compensation. The Board of Directors and the Compensation Committee
considered these results as support for our current program, and accordingly, did not make any changes to our executive compensation program. The Compensation Committee will continue to consider the outcome of the Companys
say-on-pay
votes when making future compensation decisions for the named executive officers. In response to the voting results for the frequency of the
say-on-pay
vote we are continuing to provide our stockholders with the opportunity to annually provide an advisory
say-on-pay
vote.
The Compensation Committee has overseen the development of our compensation
program that is described in the Compensation Discussion and Analysis section of this proxy statement and in the tables and narrative in the Executive Compensation section of this proxy statement. The Compensation Committee believes that the most
effective executive compensation program is one that is designed to reward the achievement of specific strategic goals of the Company, and that the Companys executive compensation program has succeeded in aligning executive pay with Company
performance. In addition, our program aligns executives interests with those of the stockholders by imposing five-year vesting on equity awards and long-term stock retention requirements, with the ultimate objective of improving stockholder
value. The program is also designed to attract and to retain highly talented executives who are critical to the successful implementation of the Companys strategic business plan.
We performed well on a number of key measures as discussed in the Executive Summary of the Compensation Discussion and Analysis on
page 20. In particular, our three year total shareholder return for 2015-2017 was 48%, in line with the bank industry average of 52% (as reported by S&P Global Market Intelligence in their SNL Financial in their U.S. Bank Index).
Our Board of Directors believes that our executive compensation program is well-designed, appropriately aligns executive pay with Company
performance, and incentivizes desirable executive performance. Therefore, the Board recommends that shareholders vote in favor of the following resolution:
RESOLVED
, that the shareholders approve, on an advisory basis, the compensation of the Companys named executive officers as
described in this proxy statement, including the Compensation Discussion and Analysis, the compensation tables, and the accompanying narrative disclosure.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS
VOTE FOR APPROVAL OF THE COMPANYS EXECUTIVE COMPENSATION.
46
Audit Committee Financial Expert
The Board of Directors of the Company has determined that Louis C. Grassi, the Chairman of the Audit Committee, is an audit committee
financial expert as defined under SEC rules. Mr.
Grassi is a certified public accountant and a certified fraud examiner.
Independent Registered Public Accounting Firm Fees
and Services
To help ensure the independence of the independent registered public accounting firm, the Audit Committee has adopted a
policy for the
pre-approval
of all audit and
non-audit
services to be performed for the Company by its independent registered public accounting firm. In accordance with
this policy, the Audit Committee approves in advance all audit and
non-audit
services to be provided by the Companys independent registered public accounting firm.
The Audit Committee reviewed all audit and
non-audit
services provided by BDO USA, LLP (BDO
USA) with respect to the fiscal year ended December 31, 2017 and concluded that the provision of such services was compatible with maintaining their independence in the conduct of their auditing functions. All audit and
non-audit
services provided by BDO USA described in the table below were
pre-approved
by the Audit Committee. The following table sets forth the aggregate fees billed for
audit and
non-audit
services to the Company during the fiscal years ended December 31, 2017 and 2016 by BDO USA.
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended
December 31,
|
|
|
2017
|
|
2016
|
Audit Fees
|
|
|
|
$482,980
|
|
|
|
|
$480,614
|
|
Audit-Related Fees
|
|
|
|
42,500
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|
|
|
|
42,500
|
|
All Other Fees
|
|
|
|
|
|
|
|
|
117,971
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|
|
|
|
|
|
|
|
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Total Fees
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|
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|
$525,480
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|
$641,085
|
|
Audit Fees are fees billed for professional services rendered in connection with the audit of the
Companys annual financial statements and internal control over financial reporting, and reviews of the Companys quarterly financial statements.
Audit-Related Fees are fees for assurance and related services, consisting primarily of audits of, and consultation with respect to, employee
benefit plans.
All Other Fees consisted of work associated with the issuance of the Companys subordinated debentures.
In accordance with its charter, the Audit Committee approves in advance all audit and
non-audit
services to be provided by the Companys independent registered public accounting firm. During fiscal 2017 and 2016, all audit and
non-audited
services provided by BDO USA were
pre-approved
by the Audit Committee in accordance with its charter.
48
PROPOSAL NO. 3
RATIFICATION OF THE APPOINTMENT OF BDO USA, LLP AS THE COMPANYS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2018
The Audit Committee has selected BDO USA as the Companys independent registered public accounting
firm for the fiscal year ending December 31, 2018. Stockholder approval for the appointment of our independent registered public accounting firm is not required, but the Audit Committee and the Board of Directors are submitting the selection of
BDO USA for ratification by the Companys stockholders at the annual meeting. If the stockholders do not ratify the selection of BDO USA, the Audit Committee will reconsider its selection. BDO USA served as the Companys independent
registered public accounting firm for the fiscal year ended December 31, 2017. Representatives of BDO USA are expected to attend the 2018 annual meeting and will have an opportunity to make a statement or to respond to appropriate questions
from stockholders.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR RATIFICATION OF THE APPOINTMENT OF BDO USA, LLP
AS THE COMPANYS INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM.
49
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Stock Ownership of Certain Beneficial Owners
To the knowledge of the Company, the following persons were the beneficial owners of more than 5% of the outstanding shares of common stock of
the Company as of the date of their last Schedule 13D/A or 13G/A filed with the SEC.
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Name and Address of Beneficial Owner
|
|
Number of Shares
Beneficially Owned
|
|
Percent of Class
(1)
|
|
|
|
Wellington Management Group LLP
(2)
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|
|
2,628,078
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9.12
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%
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280 Congress Street
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Boston, Massachusetts 02210
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|
|
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|
Dimensional Fund Advisors LP
(3)
|
|
|
|
2,328,356
|
|
|
|
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8.08
|
%
|
6300 Bee Cave Road
Building One
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Austin, Texas 78746
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|
Frontier Capital Management Co.,
LLC
(4)
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|
2,271,712
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|
|
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|
7.88
|
%
|
99 Summer Street
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Boston, MA 02110
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GAMCO Investors, Inc.
(5)
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|
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|
2,096,628
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|
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|
|
7.45
|
%
|
One Corporate Center
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|
|
|
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|
Rye, NY 10580
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|
BlackRock, Inc.
(6)
|
|
|
|
1,998,599
|
|
|
|
|
6.90
|
%
|
55 East 52
nd
Street
|
|
|
|
|
|
|
|
|
|
|
New York, New York 10055
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(1)
|
On December 31, 2017, the total number of outstanding shares of the Companys common stock was 28,588,266.
|
(2)
|
According to its Schedule 13G/A filed with the SEC on February 14, 2018, Wellington Management Group LLP has shared dispositive power with regard to 2,628,078 shares of common stock and shared voting power with
regard to 1,930,243 of these shares.
|
(3)
|
According to its Schedule 13G/A filed with the SEC on February 9, 2018, Dimensional Fund Advisors LP has sole dispositive power with regard to 2,328,356 shares of common stock and sole voting power with regard to
2,224,130 of these shares, but disclaims beneficial ownership with regard to all of such shares.
|
(4)
|
According to its Schedule 13G/A filed with the SEC on January 31, 2018, Frontier Capital Management Co., LLC has sole dispositive power with regard to 2,271,712 shares of common stock and sole voting power with
regard to 962,962 of these shares.
|
(5)
|
According to a Schedule 13D/A jointly filed with the SEC on May 5, 2015 (last public filing) by GAMCO Investors, Inc., GAMCO Asset Management Inc., Gabelli Funds, LLC, Teton Advisors, Inc., Mario J. Gabelli, and
various entities which Mr. Gabelli directly or indirectly controls or for which he acts as chief investment officer, (i) GAMCO Investors, Inc. has sole voting and dispositive power with regard to 4,000 of these shares, (ii) GAMCO
Asset Management, Inc. has sole dispositive power with regard to 987,042 of these shares and sole voting power with regard to 837,042 of these shares, (iii) Gabelli Funds, LLC has sole voting and dispositive power with regard to 522,593 of
these shares, (iv) Teton Advisors, Inc. has sole voting and dispositive power with regard to 582,993 of these shares, and (v) Mario Gabelli (and certain related entities) may be deemed to have beneficial ownership of all of the above
shares.
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(6)
|
According to its Schedule 13G/A filed with the SEC on January 24, 2018, Blackrock, Inc. has sole dispositive power with regard to 1,998,599 shares of common stock and sole voting power with regard to 1,937,266 of
these shares.
|
50
Stock Ownership of Management
The following table sets forth information regarding the beneficial ownership of the common stock of the Company as of March 2, 2018, by
each director of the Company, by each named executive officer and by all current directors and executive officers as a group.
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Name
|
|
Shares of
Common Stock
Beneficially Owned
(1)(2)
|
|
Percent of Class
|
|
|
|
Alfred A. DelliBovi
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14,400
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(3)
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0.05
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%
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John R. Buran
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121,891
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(4)
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0.43
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%
|
James D. Bennett
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76,413
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(5)
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0.27
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%
|
Steven J. DIorio
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30,415
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(6)
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0.11
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%
|
Louis C. Grassi
|
|
|
|
84,736
|
(7)
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|
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0.30
|
%
|
Thomas S. Gulotta
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|
|
|
16,800
|
(8)
|
|
|
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0.06
|
%
|
Sam S. Han
|
|
|
|
45,866
|
(9)
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|
|
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0.16
|
%
|
John J. McCabe
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|
|
|
81,710
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(10)
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0.29
|
%
|
Donna M. OBrien
|
|
|
|
49,725
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(11)
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|
|
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0.17
|
%
|
John E. Roe, Sr.
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|
|
|
66,459
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(12)
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0.23
|
%
|
Michael J. Russo
|
|
|
|
302,580
|
(13)
|
|
|
|
1.06
|
%
|
Caren C. Yoh
|
|
|
|
14,400
|
(14)
|
|
|
|
0.05
|
%
|
Susan K. Cullen
|
|
|
|
12,267
|
(15)
|
|
|
|
0.04
|
%
|
Maria A. Grasso
|
|
|
|
62,319
|
(16)
|
|
|
|
0.22
|
%
|
Francis W. Korzekwinski
|
|
|
|
107,437
|
(17)
|
|
|
|
0.38
|
%
|
Theresa Kelly
|
|
|
|
38,825
|
(18)
|
|
|
|
0.14
|
%
|
All directors and executive officers as a group (31 persons)
|
|
|
|
1,433,630
|
(19)
|
|
|
|
5.01
|
%
|
(1)
|
Under the rules of the SEC, beneficial ownership includes any shares over which an individual has sole or shared power to vote or to dispose, as well as any shares that the individual has the right to acquire within 60
days. Unless otherwise indicated, each person has sole voting and dispositive power as to the shares reported. Officers have the power to direct the voting and, subject to plan provisions, the disposition of shares held for their account in the
401(k) Savings Plan and have voting power over, but no economic interest in, the shares representing their proportionate voting interest in the Companys Employee Benefit Trust. The table also includes shares which the individual would have a
right to acquire under the 2014 Omnibus Incentive Plan and the 2005 Omnibus Incentive Plan upon termination of employment or Board service within 60 days of March 2, 2018 because the individual has satisfied the applicable definition of
retirement. No additional stock options are scheduled to become exercisable and no restricted stock units (RSUs) are scheduled to vest within 60 days after March 2, 2018, except upon termination of Board service of certain individuals.
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(2)
|
On March 2, 2018, the total number of shares of common stock outstanding was 28,605,307 (including shares held by the Employee Benefit Trust). As of March 2, 2018, other than Mr. Russo, who beneficially
owned 1.06% of the outstanding shares of common stock, each individual beneficially owned less than 1.00% of the outstanding shares of common stock, and all current directors and executive officers as a group beneficially owned 5.01% of the
outstanding shares of common stock.
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(3)
|
Excludes 9,600 shares underlying unvested RSUs that are to be settled in common stock upon vesting, which is not expected to occur within 60 days.
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(4)
|
Includes 63,768 shares credited to Mr. Burans account in the 401(k) Savings Plan, and 838 shares representing his proportionate voting interest in the Employee Benefit Trust. Excludes 67,400 shares underlying
unvested RSUs that are to be settled in common stock upon vesting, which is not expected to occur within 60 days.
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(5)
|
Includes 9,600 shares underlying unvested RSUs that vest upon Mr. Bennetts termination of Board service.
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(6)
|
Includes 9,600 shares underlying unvested RSUs that vest upon Mr. DIorios termination of Board service.
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(7)
|
Includes 1,000 shares held by Mr. Grassi with respect to which Mr. Grassi disclaims beneficial ownership. Also includes 9,600 shares underlying unvested RSUs that vest upon Mr. Grassis termination
of Board service.
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(8)
|
Excludes 9,600 shares underlying unvested RSUs that are to be settled in common stock upon vesting, which is not expected to occur within 60 days.
|
(9)
|
Includes 9,600 shares underlying unvested RSUs that vest upon Mr. Hans termination of Board service.
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(10)
|
Includes 9,600 shares underlying unvested RSUs that vest upon Mr. McCabes termination of Board service.
|
(11)
|
Includes 9,600 shares underlying unvested RSUs that vest upon Ms. OBriens termination of Board service.
|
(12)
|
Includes 15,225 shares held by Mr. Roe with respect to which Mr. Roe disclaims beneficial ownership. Also includes 9,600 shares underlying unvested RSUs that vest upon Mr. Roes termination of Board
service.
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(13)
|
Includes 193,697 shares held in a trust by Mr. Russo and his daughter, with whom he shares voting and dispositive power. Also includes 9,600 shares underlying unvested RSUs that vest upon Mr. Russos
termination of Board service.
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51
(14)
|
Excludes 9,600 shares underlying unvested RSUs that are to be settled in common stock upon vesting, which is not expected to occur within 60 days.
|
(15)
|
Includes 2,194 shares credited to Ms. Cullens account in the 401(k) Savings Plan, and 838 shares representing her proportionate voting interest in the Employee Benefit Trust. Excludes 21,330 shares underlying
unvested RSUs that are to be settled in common stock upon vesting, which is not expected to occur within 60 days.
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(16)
|
Includes 18,615 shares credited to Ms. Grassos account in the 401(k) Savings Plan and 838 shares representing her proportionate voting interest in the Employee Benefit Trust. Excludes 35,265 shares underlying
unvested RSUs that are to be settled in common stock upon vesting, which is not expected to occur within 60 days.
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(17)
|
Includes 61,734 shares credited to Mr. Korzekwinskis account in the 401(k) Savings Plan, and 838 shares representing his proportionate voting interest in the Employee Benefit Trust. Excludes 32,650 shares
underlying unvested RSUs that are to be settled in common stock upon vesting, which is not expected to occur within 60 days.
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(18)
|
Includes 14,168 shares credited to Ms. Kellys account in the 401(k) Savings Plan, and 838 shares representing her proportionate voting interest in the Employee Benefit Trust. Excludes 14,430 shares underlying
unvested RSUs that are to be settled in common stock upon vesting, which is not expected to occur within 60 days.
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(19)
|
Includes 306,020 shares credited to accounts of executive officers in the 401(k) Savings Plan, and 15,922 shares representing the proportionate voting interest of executive officers in the Employee Benefit Trust. Also
includes 76,800 shares underlying unvested RSUs that vest upon termination of Board service. Excludes 360,400 shares underlying unvested RSUs that are to be settled in common stock upon vesting, which is not expected to occur within 60 days.
|
Section 16(a) Beneficial Ownership Reporting Compliance
Based solely on a review of copies of reports furnished to the Company or written representations that no other reports were required, the
Company believes that during the fiscal year ended December 31, 2017 all filing requirements under Section 16(a) of the Securities Exchange Act of 1934 applicable to its executive officers and directors were complied with.
52
OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING
The last date for timely filing stockholder proposals relating to the annual meeting under the Companys
by-laws
was April 1, 2018. As of the date of this proxy statement, the Board of Directors has not received notice of any business, and presently knows of no business, that will be presented for consideration at
the annual meeting other than as stated in the notice of annual meeting of stockholders that is attached to this proxy statement. If, however, other matters are properly brought before the annual meeting, it is the intention of the persons named in
the accompanying proxy to vote the shares represented thereby on such matters in accordance with their best judgment.
STOCKHOLDER PROPOSALS FOR 2019 ANNUAL MEETING
To Present Proposal at Annual
Meeting
.
The
by-laws
of the Company provide an advance notice procedure for a stockholder to properly bring business before an annual meeting. The stockholder must give
written advance notice to the Corporate Secretary of the Company which must be received not more than ninety days nor less than sixty days prior to the anniversary of the date of the immediately preceding annual meeting. In accordance with these
provisions, a stockholder proposal in connection with the 2019 annual meeting of stockholders must be received by the Corporate Secretary no earlier than March 1, 2019, nor later than March 31, 2019, in order to be timely. However, in the
event that the date of the forthcoming annual meeting is more than thirty days after the anniversary date of the prior years meeting, such written notice will also be timely if it is received by the Corporate Secretary by the earlier of
(1) the 10th day prior to the forthcoming meeting date, or (2) the close of business on the 10th day following the date on which the Company first makes public disclosure of the meeting date.
The advance notice by stockholders must include the stockholders name and address, a representation that the stockholder is a holder of
record of the Companys stock entitled to vote at such meeting (or if the record date for such meeting is subsequent to the date required for such stockholder notice, a representation that the stockholder is a holder of record at the time of
such notice and intends to be a holder of record on the date of such meeting) and intends to appear in person or by proxy at such meeting to propose such business, a brief description of the proposed business, the reason for conducting such business
at the annual meeting, and any material interest of such stockholder in the proposed business. In the case of nominations for election to the Board of Directors, certain information regarding the nominee must also be provided. Nothing in this
paragraph shall be deemed to require the Company to include in its proxy statement and proxy relating to an annual meeting any stockholder proposal that does not meet all of the requirements for inclusion established by the SEC in effect at the time
such proposal is received.
To Include Proposal in the Companys Proxy Statement
.
In
order for a stockholder proposal to be eligible for inclusion in the proxy materials of the Company for the 2019 annual meeting of stockholders, it must be received at the Companys executive offices no later than December 20, 2018. Any
such proposal shall be subject to the requirements of the proxy rules adopted under the Securities Exchange Act of 1934. See Corporate GovernanceDirector Nominations regarding the deadlines and procedures for submitting a director
candidate for consideration by the Nominating and Governance Committee.
53
MISCELLANEOUS
The Report of the Audit Committee and the Report of the Compensation Committee which are set forth in this proxy statement shall not be deemed
incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that the Company specifically
incorporates the information under such headings by reference, and shall not otherwise be deemed filed under such Acts.
By Order of the Board of Directors,
Maria A. Grasso
Corporate Secretary
Uniondale, New York
April 19, 2018
YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING IN PERSON. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, YOU ARE REQUESTED
TO SIGN, DATE AND PROMPTLY INDICATE YOUR VOTING INSTRUCTIONS OVER THE INTERNET, TELEPHONE, OR BY PROXY CARD.
54
APPENDIX A
AUDIT COMMITTEE CHARTER
OF
FLUSHING FINANCIAL
CORPORATION
STATEMENT OF PURPOSE
The Audit Committee will assist the Board of Directors in fulfilling its oversight responsibilities. The Audit Committee will review the
financial reporting process, the systems and processes of internal control, compliance and the audit process. In performing its duties, the Committee will maintain effective working relationships with the Board of Directors, management and the
internal and external auditors. To effectively perform his or her role, each Committee member will obtain an understanding of the detailed responsibilities of Committee membership as well as the companys business, operations and risks.
ORGANIZATION
The Committee will be comprised of three or more Directors as determined by the Board of Directors, each of whom will be
independent within the meaning of the rules applicable to companies quoted on the Nasdaq National Market. Committee members will serve at the pleasure of the Board of Directors. A Committee Chairman will be designated by the Board of
Directors. All Committee members will have, at a minimum, a working familiarity with basic finance and accounting practices. The Board of Directors will endeavor to appoint at least one Committee member that is an audit committee financial
expert as that term is defined by the Securities and Exchange Commission (the SEC). Committee members may enhance their understanding of finance and accounting through educational programs offered by the company or an outside
consultant.
MEETINGS
Meetings of the Committee will be held not less than quarterly. In furtherance of its purpose, the Committee will provide sufficient
opportunity for the external auditors, the director of internal audit and management to meet with the Committee in separate executive sessions to discuss any matters that the Committee or these groups believe should be discussed privately. The
Committee will make regular reports and appropriate recommendations to the Board of Directors.
AUTHORITY
The Audit Committee will have the sole authority to appoint or replace the internal auditor and the external auditor of the company. The Audit
Committee will be directly responsible for the compensation and oversight of the work of the companys internal and external auditors (including the resolution of disagreements between management and the external auditor regarding financial
reporting) for the purpose of preparing or issuing an audit report or related work. The external auditor will report directly to the Audit Committee. The Audit Committee will have the authority to engage independent counsel and other advisers, as it
deems necessary to carry out its responsibilities. The company will provide for appropriate funding, as determined by the Audit Committee, for payment of compensation to the external auditor engaged by the company for the purpose of rendering or
issuing an audit report and to any advisers engaged by the Audit Committee.
ROLES AND RESPONSIBILITIES
|
1.
|
Require that the external auditors, internal auditors and management keep the Audit Committee informed about fraud, illegal acts, deficiencies in internal control, and similar matters.
|
|
2.
|
Consider whether internal control recommendations made by internal and external auditors have been implemented by management.
|
A-1
|
3.
|
Determine the extent to which internal and external auditors review (i) computer systems and applications, (ii) the security of such systems and applications, and (iii) the contingency plan for processing
financial information in the event of a systems breakdown.
|
|
1.
|
Meet with management and the external auditors to review annual and quarterly financial statements, issues related thereto and the results of the external auditors annual audit or quarterly review, as the case may
be.
|
|
2.
|
Review the companys earnings press releases with management, including the use of
pro-forma
or adjusted
non-GAAP
information.
|
|
3.
|
Ask management and the internal and external auditors about significant risks and exposures and the plans to minimize such risks.
|
|
4.
|
Consider significant judgments, including those made as to asset and liability valuation, loan losses or the selection and application of accounting principles.
|
|
5.
|
Review managements disposition of proposed audit adjustments identified by the external auditors.
|
|
6.
|
Require that the external auditors communicate their judgment regarding the integrity and quality of the financial statements to the Committee and review, upon receipt, the report (oral or written) of the external
auditors on:
|
|
|
|
All critical accounting policies and practices
|
|
|
|
All alternative accounting treatments within GAAP for policies and practices related to material items that have been discussed with management (including ramifications of the use of such alternative treatments and
disclosures, and the treatment preferred by the accounting firm)
|
|
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Material written communications between the accounting firm and management, such as any management letter or schedule of unadjusted audit differences
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7.
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To gain insight into the fairness of the statements and disclosures, obtain views and, where appropriate, explanations from management and from the internal and external auditors on whether:
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Generally Accepted Accounting Principles have been consistently applied
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There are any significant or unusual events or transactions
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The companys financial and operating controls are functioning effectively
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The financial statements contain adequate and appropriate disclosures
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8.
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Review disclosures, if any, made to the Audit Committee by the companys disclosure committee or, in connection with their certification of periodic reports, the CEO and CFO.
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1.
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Review the activities and organizational structure of the internal audit function.
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2.
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Review the qualifications of the internal audit function and participate in the appointment, replacement, reassignment or dismissal of the director of internal audit.
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3.
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Review the effectiveness of the internal audit function.
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4.
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Review the scope of internal audits work plan for the year and receive a summary report of significant findings by internal auditors and managements response to the conditions reported.
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5.
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Review and approve the Internal Audit Activity Charter at least annually.
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6.
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Review and approve the Audit Methodology Manual at least annually.
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1.
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Review the external auditors proposed audit scope and approach.
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2.
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Review the performance of the external auditors.
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3.
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Obtain from the external auditors and review the confirmation required to be provided by the external auditors as to their independence in accordance with professional standards.
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4.
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Ensure the
5-year
rotation of audit lead and concurring partners as required by law.
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A-2
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5.
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Recommend to the Board of Directors policies for the companys hiring of current or former employees of the external auditor who served as members of the companys audit engagement team.
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6.
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Pre-approve,
on a
case-by-case
basis, all audit, review or attest services and permitted
non-audit
services (including the fee arrangements and terms in respect of such services) to be performed by the external auditors for the company, other than a de minimus amount of
non-audit
services not to exceed, in the aggregate, 5% of total revenues paid to the external auditors during the fiscal year that were not known as
non-audit
services
at the time of the engagement and that are promptly made known to the Audit Committee and approved by the Audit Committee prior to completion of the audit.
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Discuss the Companys policies with respect to risk assessment and risk management to ensure that the CEO and senior management of the company assess and manage the companys exposure to risk.
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2.
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Discuss guidelines and policies to govern the companys risk assessment and risk management processes.
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3.
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Discuss the companys major financial risk exposures and the steps management has taken to monitor and control such exposures.
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F.
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Other Responsibilities
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1.
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Make the report required by the SEC to be included in the companys annual proxy statement.
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2.
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Establish procedures for the receipt, retention and treatment of complaints received by the company regarding accounting, internal accounting controls or auditing matters, and the confidential, anonymous submission by
employees of concerns regarding questionable accounting or auditing matters.
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3.
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Require that significant findings and recommendations made by the internal and external auditors are received and discussed on a timely basis.
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4.
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Perform other oversight functions as requested by the full Board of Directors.
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5.
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Periodically review and assess the adequacy of this Charter and recommend any proposed changes to the Board of Directors for approval.
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While the Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Committee to plan or conduct
internal control or other audits, or to ascertain the structure of internal controls, or to determine that the companys financial statements are complete and accurate and are in accordance with Generally Accepted Accounting Principles. This is
the responsibility of management and the independent external auditor. Nor is it the duty of the Committee to conduct investigations or to resolve disagreements, if any, between management and the independent external auditors.
A-3
FLUSHING FINANCIAL CORPORATION
220 RXR PLAZA
UNIONDALE, NY 11556
ATTN: SUSAN K. CULLEN
VOTE BY INTERNET -
www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m., Eastern Daylight Time, the day before the meeting date. Have your proxy card in hand
when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via
e-mail
or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials
electronically in future years.
VOTE BY PHONE -
1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until
11:59 p.m., Eastern Daylight Time, the day before the meeting date. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid
envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
Proxies submitted by the
Internet or telephone must be received by 11:59 p.m., Eastern Daylight Time, on May 29, 2018.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR
BLACK INK AS FOLLOWS:
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E43326-P05907-Z72065
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KEEP THIS PORTION FOR YOUR RECORDS
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THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
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DETACH AND RETURN THIS PORTION ONLY
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FLUSHING FINANCIAL CORPORATION
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A
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Proposals The Board of Directors
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recommends a vote
FOR
the election of all nominees,
FOR
Proposal 2, and
FOR
Proposal 3.
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1.
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Election of Class B Directors (for a
term expiring in 2021)
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Nominees:
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For
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Against
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Abstain
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1a. Steven J. DIorio
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☐
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☐
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☐
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1b. Louis C.
Grassi
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☐
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☐
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☐
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1c. Sam S.
Han
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☐
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☐
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☐
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1d. John E. Roe,
Sr.
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☐
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☐
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☐
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For
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Against
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Abstain
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2.
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Advisory vote to approve executive
compensation.
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☐
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☐
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☐
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3.
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Ratification of appointment of
BDO USA, LLP as Independent Registered Public Accounting Firm for the year ending December 31, 2018.
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☐
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☐
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☐
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In their discretion, the proxies are authorized to vote upon other business as may properly come before the meeting or at
any adjournment thereof.
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B
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Non-Voting
Items
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Yes
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No
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Please indicate if you plan to
attend this meeting.
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☐
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☐
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C
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Authorized Signatures This section must be completed for
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your vote to be counted Date and Sign Below
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Please sign exactly as your name(s) appear(s) hereon. Joint owners should each sign. When signing as attorney, executor,
administrator, corporate officer, trustee, guardian, or custodian, please give full title.
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Signature [PLEASE SIGN WITHIN BOX]
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Date
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Signature (Joint Owners)
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Date
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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice and Proxy Statement and
10-K/Wrap
are available at www.proxyvote.com.
q
IF YOU HAVE NOT VOTED VIA INTERNET
OR
TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE
q
E43327-P05907-Z72065
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Proxy Flushing Financial Corporation
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
MAY 30, 2018
The undersigned hereby appoints Maria A. Grasso and Susan K. Cullen, and each of them, proxies for the undersigned, with full power of substitution and revocation in each, to vote all shares of Flushing
Financial Corporation Common Stock which the undersigned may be entitled to vote at the Annual Meeting of Stockholders of Flushing Financial Corporation to be held on Wednesday, May 30, 2018 at 1:00 p.m., New York time, at the RXR Plaza
Conference Center, located at 625 RXR Plaza, Lobby Level, Uniondale, New York 11556, or at any adjournment thereof.
Please indicate your vote by telephone or over the Internet as described on the reverse side of the proxy card, or mark, date, sign and return this
proxy as indicated on the reverse side to vote on any Proposal. If you wish to vote by mail in accordance with the Board of Directors recommendations, please sign on the reverse side and return promptly in the enclosed envelope; no boxes need
to be checked.
The shares represented by
this proxy will be voted as directed by the stockholder(s). If no direction is given when the duly executed proxy is returned, such shares will be voted
FOR
the election of all nominees in Proposal 1,
FOR
Proposal 2, and
FOR
Proposal 3.
TO DIRECT A VOTE, PLEASE
INDICATE YOUR INSTRUCTIONS BY TELEPHONE OR OVER THE INTERNET AS DESCRIBED ON THE REVERSE SIDE, OR MARK, DATE AND SIGN ON THE REVERSE SIDE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
Continued and to be signed on reverse
side
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|
|
FLUSHING FINANCIAL CORPORATION
220 RXR PLAZA
UNIONDALE, NY 11556
ATTN: SUSAN K. CULLEN
VOTE BY INTERNET -
www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m., Eastern Daylight Time, one week before the meeting date. Have your proxy card in hand
when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via
e-mail
or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials
electronically in future years.
VOTE BY PHONE -
1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until
11:59 p.m., Eastern Daylight Time, one week before the meeting date. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid
envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
Proxies submitted by the
Internet or telephone must be received by 11:59 p.m., Eastern Daylight Time, on May 23, 2018.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR
BLACK INK AS FOLLOWS:
|
|
|
|
|
|
|
E43328-P05907-Z72065
|
|
KEEP THIS PORTION FOR YOUR RECORDS
|
|
|
|
|
|
|
|
THIS VOTING INSTRUCTION CARD IS VALID ONLY WHEN SIGNED AND DATED.
|
|
DETACH AND RETURN THIS PORTION ONLY
|
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FLUSHING FINANCIAL
CORPORATION
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A
|
|
Proposals The Board of Directors
|
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|
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|
|
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|
|
|
|
|
|
|
|
|
|
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|
|
recommends a vote
FOR
the election of all nominees,
FOR
Proposal 2, and
FOR
Proposal 3.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.
|
|
Election of Class B Directors (for a
term expiring in 2021)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
|
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Nominees:
|
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For
|
|
|
Against
|
|
Abstain
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1a. Steven J. DIorio
|
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☐
|
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☐
|
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☐
|
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|
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|
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|
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|
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|
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1b. Louis C.
Grassi
|
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☐
|
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☐
|
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☐
|
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|
.
|
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|
|
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|
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1c. Sam S.
Han
|
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☐
|
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☐
|
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☐
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|
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1d. John E. Roe,
Sr.
|
|
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☐
|
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☐
|
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☐
|
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|
|
|
|
|
For
|
|
Against
|
|
Abstain
|
|
|
|
|
2.
|
|
Advisory vote to approve executive
compensation.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
☐
|
|
☐
|
|
☐
|
|
|
|
|
3.
|
|
Ratification of appointment of
BDO USA, LLP as Independent Registered Public Accounting Firm for the year ending December 31, 2018.
|
|
|
|
|
|
☐
|
|
☐
|
|
☐
|
|
|
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|
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|
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In their discretion, the proxies are authorized to vote upon other business as may properly come before the meeting or at
any adjournment thereof.
|
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B
|
|
Non-Voting
Items
|
|
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Yes
|
|
|
No
|
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|
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|
|
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|
|
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|
|
|
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|
|
|
|
|
|
Please indicate if you plan to
attend this meeting.
|
|
|
☐
|
|
|
☐
|
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|
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|
C
|
|
Authorized Signatures This section must be completed for
|
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|
your vote to be counted Date and Sign Below
|
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Please sign exactly as your name(s) appear(s) hereon. Joint owners should each sign. When signing as attorney, executor,
administrator, corporate officer, trustee, guardian, or custodian, please give full title.
|
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Signature [PLEASE SIGN WITHIN BOX]
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Date
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Signature (Joint Owners)
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Date
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Attention 401(k), Employee Benefit Trust, and Shareworks participants:
This voting instruction card, when completed, signed and returned, or your telephone or Internet voting instruction, will
constitute voting instructions to the trustee or administrator for shares of common stock of Flushing Financial Corporation (the Company) in which you have a voting interest held through the Flushing Bank 401(k) Savings Plan (the
401(k) Plan), the Flushing Financial Corporation Employee Benefit Trust (the Employee Benefit Trust), and/or the Companys Shareworks equity portal. If your instructions are not received by 11:59 p.m., Eastern Daylight
Time, on May 23, 2018, the shares in which you have a voting interest held through the 401(k) Plan and/or the Employee Benefit Trust will be voted by the applicable trustee in the same proportion as the shares for which timely instructions were
received from other participants, while the shares held in your Shareworks account will not be voted by the administrator. Your voting instructions will be kept confidential.
q
IF YOU HAVE NOT VOTED VIA INTERNET
OR
TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE
q
E43329-P05907-Z72065
|
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Voting Instruction Card Flushing Financial Corporation
TRUSTEE UNDER THE FLUSHING BANK 401(K) SAVINGS
PLAN
TRUSTEE UNDER THE FLUSHING FINANCIAL CORPORATION EMPLOYEE BENEFIT TRUST
ADMINISTRATOR OF THE FLUSHING FINANCIAL CORPORATION SHAREWORKS EQUITY PORTAL
RE: FLUSHING FINANCIAL CORPORATION
ANNUAL MEETING MAY 30, 2018
Receipt of proxy soliciting material for the above meeting is acknowledged. As to common stock of Flushing Financial Corporation of which I am entitled to
direct the voting under the Flushing Bank 401(k) Savings Plan, Employee Benefit Trust, and/or Shareworks equity portal, you are instructed to sign and forward a proxy in the form solicited by the Board of Directors, and to direct a vote as set forth
on the reverse side.
Continued
and to be signed on reverse side
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Flushing Financial (NASDAQ:FFIC)
過去 株価チャート
から 6 2024 まで 7 2024
Flushing Financial (NASDAQ:FFIC)
過去 株価チャート
から 7 2023 まで 7 2024