FIDELITY D & D BANCORP INC
For the period ended May 7, 2024. Filed Mar 27, 2024.
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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 7, 2024 · Filed Mar 27, 2024
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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 | |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) (2)) | |
| ☒ | Definitive Proxy Statement | |
| ☐ | Definitive Additional Materials | |
| ☐ | Soliciting Material Pursuant to 240.14a-12 | |
FIDELITY D & D BANCORP, INC.
(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 all boxes that apply):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
March 27, 2024
Dear Fellow Shareholders of Fidelity D & D Bancorp, Inc.:
On behalf of the Board of Directors, we are pleased to invite you to attend our Annual Meeting of Shareholders of Fidelity D & D Bancorp, Inc. to be held on Tuesday, May 7, 2024 at 3:00 p.m., Eastern Daylight Time, at the Main office of Fidelity D & D Bancorp, Inc., at Blakely and Drinker Streets, Dunmore, Pennsylvania 18512. At the annual meeting, you will have the opportunity to ask questions and to make comments. Enclosed are your requested notice of meeting, proxy statement, proxy card and the Company’s 2023 Annual Report to Shareholders. These materials are also available online at www.bankatfidelity.com/proxymaterials.
The principal business of the meeting is to nominate and elect three (3) Class A Directors to serve for a three-year term; to ratify the selection of our independent registered public accounting firm; to vote; and to transact any other business that is properly presented at the annual meeting. The notice of meeting and proxy statement accompanying this letter describes the specific business to be acted upon in more detail.
We are delighted you have chosen to invest in the Company. We look forward to you joining us. Whether or not you expect to attend the annual meeting in person, we hope that you will vote as soon as possible by internet, telephone or by completing, signing, and returning the enclosed proxy in the envelope provided. The prompt return of your proxy will save the Company expenses involved in further communications. Your vote is important. Voting by proxy will ensure your representation at the annual meeting.
We look forward to you joining us on May 7, 2024.
Sincerely,
/s/ Brian J. Cali
Brian J. Cali
Chairman of the Board
FIDELITY D & D BANCORP, INC.
Blakely and Drinker Streets
Dunmore, Pennsylvania 18512
(570) 342-8281
PROXY STATEMENT
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 7, 2024
The Board of Directors is distributing this proxy statement to shareholders
on or about March 27, 2024
Nasdaq Market trading symbol:FDBC
www.bankatfidelity.com
TABLE OF CONTENTS
| PAGE | |
|---|---|
| NOTICE OF ANNUAL MEETING OF SHAREHOLDERS | 1 |
| PROXY STATEMENT | 2 |
| PROXY AND VOTING PROCEDURES | 2 |
| GOVERNANCE OF THE COMPANY | 4 |
| ELECTION OF DIRECTORS (PROPOSAL NO. 1) | 9 |
| BOARD OF DIRECTORS AND MANAGEMENT | 9 |
| REPORT OF THE AUDIT COMMITTEE | 13 |
| BENEFICIAL OWNERSHIP OF THE COMPANY'S COMMON STOCK BY PRINCIPAL SHAREHOLDERS, DIRECTORS, AND EXECUTIVE OFFICERS | 15 |
| SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE | 17 |
| DELINQUENT SECTION 16(a) REPORTS | 17 |
| CERTAIN BUSINESS RELATIONSHIPS AND TRANSACTIONS WITH MANAGEMENT | 18 |
| EXECUTIVE COMPENSATION | 19 |
| PAY VS. PERFORMANCE | 24 |
| SUMMARY COMPENSATION TABLE | 25 |
| EQUITY COMPENSATION PLAN INFORMATION | 26 |
| NONQUALIFIED DEFERRED COMPENSATION | 27 |
| POTENTIAL PAYMENTS UPON TERMINATION | 28 |
| COMPENSATION OF DIRECTORS | 30 |
| RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PROPOSAL NO. 2) | 31 |
| OTHER MATTERS THAT MAY COME BEFORE THE ANNUAL MEETING | 33 |
| ADDITIONAL INFORMATION | 33 |
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