COMMUNITY BANCORP /VT
For the period ended May 20, 2025. Filed Apr 9, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 20, 2025 · Filed Apr 9, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material under §240.14a-12 |
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Community Bancorp /VT
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
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| ☐ | Fee paid previously with preliminary materials. |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11 |
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April 9, 2025
Dear Fellow Shareholders:
Please join us for the Annual Meeting of the Shareholders of Community Bancorp., which will be held at The East Side Restaurant in Newport, Vermont on Tuesday, May 20, 2025. Light hors d’oeuvres will be served starting at 2:00 p.m., followed by the Annual Meeting starting at 3:00 p.m.
Accompanying this letter for your review are our proxy materials for the meeting and our Annual Report for 2024.
At the meeting, you will be asked to vote on the following items:
Election of five directors to a three-year term expiring in 2028;
Advisory vote to approve executive compensation;
Advisory vote on frequency of future advisory votes on executive compensation; and
Ratification of BerryDunn as the Company’s external auditors for 2025.
Your participation in the voting is important. Please be sure to vote your proxy promptly so that your shares will be represented and can be voted at the meeting whether or not you are present in person. You may vote your shares via the internet, by telephone (toll free), or by requesting a proxy card and returning it by mail. You may withdraw your proxy and vote in person at the meeting if you choose to do so.
If you hold your shares through a broker, please note that under current brokerage industry rules you must furnish voting instructions to your broker in order for your shares to be voted in the election of directors (Proposal 1), and on the advisory votes on executive compensation (Proposal 2) and on the frequency of future advisory votes on executive compensation (Proposal 3).
Thank you for your continued support of Community Bancorp. I look forward to seeing you at the Annual Meeting.
Sincerely,
Christopher Caldwell
President & CEO
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 20, 2025
The Annual Meeting of shareholders of Community Bancorp. will be held at The East Side Restaurant, 47 Landing Street, in Newport, Vermont, 05855, on Tuesday, May 20, 2025, at 3:00 p.m. Eastern Time, for the following purposes:
| 1. | To elect five directors to the class whose term will expire at the 2028 Annual Meeting of shareholders; |
| 2. | Advisory vote to approve executive compensation; |
| 3. | Advisory vote on frequency of future advisory votes on executive compensation; and |
| 4. | To ratify the selection of the independent registered public accounting firm of Berry Dunn McNeil & Parker, LLC as the Company’s external auditor for the fiscal year ending December 31, 2025. |
The close of business on March 26, 2025, has been fixed as the record date for determining holders of the Company’s common stock entitled to notice of, and to vote at the Annual Meeting.
IMPORTANT NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS FOR THE 2025 ANNUAL SHAREHOLDERS MEETING
This proxy statement, the proxy card and our Annual Report to Shareholders for the year ended December 31, 2024, are available on the internet and may be accessed atwww.envisionreports.com/CMTV.
By Order of the Board of Directors,
Louise Bonvechio
Corporate Secretary
Derby, Vermont
April 9, 2025
PLEASE SUBMIT YOUR PROXY PROMPTLY BY FOLLOWING THE INSTRUCTIONS ON THE CARD TO VOTE YOUR SHARES VIA THE INTERNET, BY TELEPHONE (TOLL FREE), OR BY MAIL, WHETHER OR NOT YOU PLAN TO BE PRESENT AT THE MEETING. YOU MAY STILL VOTE IN PERSON IF YOU ATTEND THE MEETING AND CHOOSE TO REVOKE YOUR PROXY AND VOTE BY BALLOT. IT IS IMPORTANT THAT YOU VOTE YOUR SHARES BY SUBMITTING YOUR COMPLETED PROXY PROMPTLY.
PROXY STATEMENT INDEX
Contents
| GENERAL INFORMATION ABOUT THE MEETING AND VOTING | 3 |
|---|---|
| SHARE OWNERSHIP INFORMATION | 7 |
| Delinquent Section 16(a) Reports | 8 |
| PROPOSAL 1 - ELECTION OF DIRECTORS | 9 |
| Continuing Director and Nominee Qualifications | 10 |
| Directors’ Fees and Other Compensation | 13 |
| Directors’ Deferred Compensation Plan | 14 |
| Directors’ Retirement Plan | 14 |
| Director Compensation Table | 14 |
| Vote Required | 15 |
| CORPORATE GOVERNANCE | 15 |
| Director Independence | 15 |
| Board and Shareholder Meeting Attendance | 16 |
| Shareholder Communications with the Board | 19 |
| Director Stock Ownership Guidelines | 19 |
| Code of Conduct and Ethics | 19 |
| Securities Hedging | 19 |
| Transactions with Related Persons | 20 |
| AUDIT COMMITTEE REPORT | 20 |
| EXECUTIVE OFFICERS | 21 |
| Executive Officer Qualifications | 21 |
| COMPENSATION COMMITTEE REPORT | 22 |
| EXECUTIVE COMPENSATION | 22 |
| Executive Compensation Program Objectives and Risk Management Considerations | 22 |
| Summary Compensation Table | 23 |
| Retirement Savings Plan | 25 |
| Perquisites and Other Personal Benefits | 26 |
| Health and Welfare Benefits | 26 |
| Change in Control Agreements | 26 |
| ADDITIONAL PAY VERSUS PERFORMANCE INFORMATION | 27 |
| PROPOSAL 2 - ADVISORY VOTE ON EXECUTIVE COMPENSATION | 28 |
| Vote Required | 28 |
| PROPOSAL 3 - ADVISORY VOTE ON FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION | 28 |
| Vote Required | 29 |
| PROPOSAL 4 - RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS | 29 |
| Pre-Approval Required for Services of Independent Auditors | 29 |
| Fees Paid to Independent Auditors | 29 |
| Vote Required | 30 |
| SHAREHOLDER NOMINATIONS AND OTHER PROPOSALS | 30 |
| Bylaw Requirements for Shareholder Nominations and Other Proposals | 30 |
| Use of Discretionary Authority in Connection with Shareholder Nominations and Proposals | 31 |
| OTHER MATTERS | 32 |
| VOTING QUESTIONS OR OTHER SHAREHOLDER ASSISTANCE | 32 |
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
May 20, 2025
This proxy statement is furnished to our shareholders in connection with the solicitation of proxies by the Board of Directors of Community Bancorp. (the**“Company,” “we,” “our”** or**“us”**) for use at the Annual Meeting of shareholders and at any postponements or adjournments of that meeting. The Annual Meeting will be held on Tuesday, May 20, 2025, at 3:00 p.m. Eastern Time at The East Side Restaurant, 47 Landing Street, in Newport, Vermont. Shareholders are invited to a social hour immediately preceding the meeting, from 2:00 p.m. to 3:00 p.m. Eastern Time. This proxy statement and related proxy card are first being made available to our shareholders on or about April 9, 2025.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.