Filed by the Registrant
x
|
o
|
Preliminary
Proxy Statement
|
o
|
Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
|
x
|
Definitive
Proxy Statement
|
o
|
Definitive
Additional Materials
|
o
|
Soliciting
Material Pursuant to §240.14a-12
|
PARKE
BANCORP, INC.
|
(Name
of Registrant as Specified in its
Charter)
|
(Name
of Person(s) Filing Proxy Statement, if other than the
Registrant)
|
x
|
No
fee required
|
o
|
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:
|
(2) Aggregate
number of securities to which transaction applies:
|
(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 filing fee is calculated and state how it
was determined):
|
(4) Proposed
maximum aggregate value of transaction:
|
(5) Total
fee paid:
|
o
|
Fee
paid previously with preliminary
materials.
|
o
|
Check
box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for
which
the offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the
Form
or Schedule and the date of its
filing.
|
(1) Amount
previously paid:
|
(2) Form,
Schedule or Registration Sttaement No.:
|
(3) Filing
party:
|
Sincerely,
|
|
/s/
Vito S. Pantilione
|
|
Vito
S. Pantilione
|
|
President
and Chief Executive Officer
|
|
1.
|
To
elect four directors;
|
|
2.
|
To
ratify the appointment of McGladrey & Pullen, LLP as our independent
auditor for the fiscal year ending December 31,
2010;
|
|
3.
|
To
approve an advisory (non-binding) proposal regarding our executive
compensation; and
|
|
4.
|
To
transact such other business as may properly come before the Annual
Meeting or any adjournments
thereof.
|
BY
ORDER OF THE BOARD OF DIRECTORS
|
|
/s/
David O.
Middlebrook
|
|
David
O. Middlebrook
|
|
Corporate
Secretary
|
Important
Notice Regarding Internet
Availability
of Proxy Materials
For
the Shareholder Meeting to be
Held
on April 27, 2010
The
Proxy Statement and Annual Report to
Shareholders
are available at
www.cfpproxy.com/5403
|
Name
and Address
of Beneficial Owner
|
Amount
and Nature of
Beneficial Ownership
|
Percent of
Common Stock
Outstanding
|
Jeffrey
H. Kripitz
C/o
Parke Bancorp, Inc.
601
Delsea Drive
Washington,
Township, NJ 08080
|
249,881
(1)
|
6.18%
|
Celestino
R. Pennoni
C/o
Parke Bancorp, Inc.
601
Delsea Drive
Washington
Township, NJ 08080
|
220,463 (2)
|
5.42%
|
Banc
Fund VI L.P.
And
Banc Fund VII L.P.
208
S. LaSalle Street
Chicago,
IL 60604
|
203,795 (3)
|
5.05%
|
Directors
and Executive Officers
As
a Group (17 persons)
|
1,714,030
|
39.71%
|
(1)
|
This
information is based solely on information as of March 18, 2010 provided
to the Company by Mr. Kripitz, a director of the Company and includes
11,385 shares of Common Stock which may be acquired pursuant to the
exercise of options within 60 days of the Record Date.
|
(2)
|
This
information is based solely on information as of March 18, 2010, provided
to the Company by Mr. Pennoni, a director of the Company and includes
30,866 shares of Common Stock which may be acquired pursuant to the
exercise of options within 60 days of the Record Date.
|
(3)
|
This
information is based solely on Schedule 13G/A, filed February 9, 2010,
filed with the Securities and Exchange Commission by Banc Fund VI L.P. and
Banc Fund VII L.P. According to the Schedule 13G, Charles J. Moore, the
controlling person of each of Banc Fund VI L.P. and Banc Fund VII L.P.,
exercises sole voting and dispositive power with respect to all of these
shares.
|
Shares
of
|
||||||||||||
Age
at
|
Year
First
|
Term
of
|
Common
Stock
|
Percent
|
||||||||
December
|
Elected
or
|
Office
|
Beneficially
|
of
|
||||||||
Name
|
31,
2009
|
Appointed
|
Expires
|
Owned(1)
|
Class
|
|||||||
BOARD
NOMINEES FOR TERM TO EXPIRE IN 2013
|
||||||||||||
Fred
G. Choate
|
64
|
2005
|
2010
|
16,181
|
(2)
|
*
|
||||||
Edward
Infantolino
|
62
|
2007
|
2010
|
116,424
|
(3)
|
2.88%
|
||||||
Jeffrey
H. Kripitz
|
58
|
2007
|
2010
|
249,881
|
(4)
|
6.18%
|
||||||
Jack
C. Sheppard, Jr.
|
56
|
2007
|
2010
|
133,899
|
(5)
|
3.31%
|
||||||
DIRECTORS
CONTINUING IN OFFICE
|
||||||||||||
Thomas
Hedenberg
|
65
|
2007
|
2011
|
79,203
|
(6)
|
1.96%
|
||||||
Celestino
R. Pennoni
|
72
|
2005
|
2011
|
220,463
|
(7)
|
5.42%
|
||||||
Richard
Phalines
|
66
|
2007
|
2011
|
165,021
|
(8)
|
4.08%
|
||||||
Ray
H. Tresch
|
72
|
2007
|
2011
|
121,400
|
(9)
|
3.00%
|
||||||
Daniel
J. Dalton
|
60
|
2005
|
2012
|
102,039
|
(10)
|
2.52%
|
||||||
Arret
F. Dobson
|
38
|
2007
|
2012
|
111,456
|
(11)
|
2.75%
|
||||||
Anthony
J. Jannetti
|
72
|
2007
|
2012
|
153,849
|
(12)
|
3.80%
|
||||||
Vito
S. Pantilione
|
58
|
2007
|
2012
|
152,645
|
(13)
|
3.73%
|
||||||
EXECUTIVE
OFFICERS WHO ARE NOT DIRECTORS
|
||||||||||||
David
O. Middlebrook
Senior
Vice President
|
51
|
N/A
|
N/A
|
41,755
|
(14)
|
1.03%
|
||||||
John
F. Hawkins
Senior
Vice President and Chief Financial Officer
|
55
|
N/A
|
N/A
|
—
|
*
|
|||||||
Elizabeth
A. Milavsky
Executive
Vice President
|
58
|
N/A
|
N/A
|
32,454
|
(15)
|
*
|
||||||
Paul
E. Palmieri
Senior
Vice President
|
51
|
N/A
|
N/A
|
17,341
|
(16)
|
*
|
||||||
Daniel
Sulpizio
Senior
Vice President
|
48
|
N/A
|
N/A
|
19
|
*
|
*
|
Less
than 1%
|
(1)
|
Includes
shares of Common Stock held directly, as well as by spouses or minor
children, in trust and other indirect beneficial
ownership.
|
(2)
|
Includes
15,180 shares of Common Stock which may be acquired pursuant to the
exercise of options within 60 days of the Record Date.
|
(3)
|
Includes
11,385 shares of Common Stock which may be acquired pursuant to the
exercise of options within 60 days of the Record Date.
|
(4)
|
Includes
11,385 shares of Common Stock which may be acquired pursuant to the
exercise of options within 60 days of the Record Date.
|
(5)
|
Includes
11,385 shares of Common Stock which may be acquired pursuant to the
exercise of options within 60 days of the Record Date.
|
(6)
|
Includes
12,903 shares of Common Stock which may be acquired pursuant to the
exercise of options within 60 days of the Record
Date.
|
(7)
|
Includes
30,866 shares of Common Stock which may be acquired pursuant to the
exercise of options within 60 days of the Record Date.
|
(8)
|
Includes
11,385 shares of Common Stock which may be acquired pursuant to the
exercise of options within 60 days of the Record Date.
|
(9)
|
Includes
11,385 shares of Common Stock which may be acquired pursuant to the
exercise of options within 60 days of the Record Date.
|
(10)
|
Includes
15,180 shares of Common Stock which may be acquired pursuant to the
exercise of options within 60 days of the Record Date.
|
(11)
|
Includes
11,385 shares of Common Stock which may be acquired pursuant to the
exercise of options within 60 days of the Record Date.
|
(12)
|
Includes
11,385 shares of Common Stock which may be acquired pursuant to the
exercise of options within 60 days of the Record Date.
|
(13)
|
Includes
57,569 shares of Common Stock which may be acquired pursuant to the
exercise of options within 60 days of the Record Date.
|
(14)
|
Includes
35,579 shares of Common Stock which may be acquired pursuant to the
exercise of options within 60 days of the Record Date.
|
(15)
|
Includes
20,644 shares of Common Stock which may be acquired pursuant to the
exercise of options within 60 days of the Record Date.
|
(16)
|
Includes
13,965 shares of Common Stock which may be acquired pursuant to the
exercise of options within 60 days of the Record
Date.
|
Name
and Principal Position
|
Year
|
Salary
|
Bonus
|
Stock
Awards
|
Option
Awards
|
Non-Equity
Incentive Plan Compensation
|
Non-
Qualified Deferred Compensation Earnings
|
All
Other Compensation(1)
|
Total
|
||||||||||||||||
Vito
S. Pantilione(2)
|
2009
|
$
|
350,000
|
$
|
140,000
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
189,000
|
$
|
47,600
|
$
|
726,600
|
||||||||
President
and Chief Executive Officer
|
2008
|
325,000
|
150,000
|
0
|
0
|
0
|
176,000
|
45,000
|
696,000
|
||||||||||||||||
F.
Steven Meddick(3)
|
2009
|
$
|
123,000
|
$
|
15,000
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
6,700
|
$
|
144,700
|
||||||||
Executive
Vice President and Chief Financial Officer
|
2008
|
52,000
|
0
|
0
|
0
|
0
|
0
|
2,500
|
54,500
|
||||||||||||||||
John
F. Hawkins
|
2009
|
$
|
113,000
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
5,400
|
$
|
118,400
|
||||||||
Senior
Vice President and Chief Financial Officer
|
|||||||||||||||||||||||||
David
O. Middlebrook
|
2009
|
$
|
137,000
|
$
|
32,000
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
98,000
|
$
|
15,200
|
$
|
282,200
|
||||||||
Senior
Vice President, Senior Loan Officer and Corporate
Secretary
|
2008
|
130,000
|
35,000
|
0
|
0
|
0
|
93,000
|
15,000
|
273,000
|
||||||||||||||||
Elizabeth
Milavsky
|
2009
|
$
|
160,000
|
$
|
42,000
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
0
|
$
|
9,200
|
$
|
211,200
|
||||||||
Executive
Vice President and Chief Operating Officer
|
2008
|
150,000
|
45,000
|
0
|
0
|
0
|
0
|
7,000
|
202,000
|
||||||||||||||||
(1)
|
All
other compensation consists of the following:
|
401k
Match
|
Automobile
Expense/
Allowance
|
Insurance
Premiums
|
Change
in
Pension
Value
|
Total
|
|||||||||||||||||
Vito
S. Pantilione
|
$
|
9,900
|
$
|
29,000
|
$
|
8,700
|
$
|
$
|
47,600
|
||||||||||||
F.
Steven Meddick
|
2,200
|
4,500
|
6,700
|
||||||||||||||||||
John
F. Hawkins
|
1,800
|
3,600
|
5,400
|
||||||||||||||||||
David
O. Middlebrook
|
5,000
|
10,200
|
15,200
|
||||||||||||||||||
Elizabeth
Milavsky
|
6,800
|
2,400
|
9,200
|
||||||||||||||||||
|
(2)
|
The
Board of directors granted approval for Mr. Pantilione’s full bonus in
accordance with his employment contract. However, at Mr. Pantilione’s
request they granted him authority to reduce his bonus at his discretion.
Mr. Pantilione reduced his bonus by
$22,500.
|
|
(3)
|
Mr.
F. Steven Meddick served as Chief Financial Officer from August 2008 until
his death on September 27,
2009.
|
Number of
|
Number of
|
Option
Awards
|
|||||||||||
Securities
|
Securities
|
Equity Incentive Plan
|
|||||||||||
Underlying
|
Underlying
|
Awards: Number of
|
Average
|
||||||||||
Unexercised
|
Unexercised
|
Securities
Underlying
|
Option
|
Option
|
|||||||||
Options
|
Options
|
Unexercised
|
Exercise
|
Expiration
|
|||||||||
Name
|
Exercisable
|
Unexercisable
|
Unearned
Options
|
Price
|
Date
|
||||||||
Vito
S. Pantilione
|
57,569
|
$
|
8.80
|
2015
|
|||||||||
David
O. Middlebrook
|
36,079
|
8.91
|
2015
|
||||||||||
Elizabeth
Milavsky
|
20,644
|
13.15
|
2015
|
||||||||||
Paul
E. Palmieri
|
13,965
|
12.67
|
2015
|
Involuntary
|
Change-in-
|
||||||||||||||||||||||||
Voluntary
|
Early
|
Normal
|
Not
For Cause
|
For
Cause
|
Control
|
||||||||||||||||||||
Name
and Plan
|
Termination(1)
|
Retirement(2)
|
Retirement(2)
|
Termination(3)
|
Termination
|
Termination(3)
|
Disability(4)
|
Death(5)
|
|||||||||||||||||
Vito
S. Pantilione
|
$
|
350,000
|
$
|
175,000
|
$
|
175,760
|
$
|
1,500,000
|
$
|
$
|
1,500,000
|
$
|
350,000
|
$
|
695,000
|
||||||||||
David
O. Middlebrook
|
68,500
|
92,515
|
422,500
|
422,500
|
200,000
|
||||||||||||||||||||
John
F. Hawkins
|
200,000
|
||||||||||||||||||||||||
Elizabeth
Milavsky
|
505,000
|
505,000
|
200,000
|
||||||||||||||||||||||
Paul
E. Palmieri
|
360,000
|
360,000
|
200,000
|
(2)
|
Early
retirement payments and normal retirement payments represent eligible
annual payments under the SERP Plan for ages 55 and 60,
respectively.
|
(3)
|
These
payments represent a maximum lump sum payment to the Named Executive upon
termination of their contract.
|
(4)
|
The
disability payment includes insurance disability as well as Company
compensation on an annual basis for the remainder of the named executive’s
term of employment contract (minimum of 2 years up to a maximum of 3
years).
|
(5)
|
Death
benefits represent total life insurance payments that would be paid out to
the named executive’s heirs.
|
Total
|
|||
Name
|
Compensation(1)
|
||
Celestino
R. Pennoni
|
$ 46,000
|
||
Thomas
Hedenberg
|
36,970
|
||
Fred
G. Choate
|
23,430
|
||
Daniel
J. Dalton
|
15,140
|
||
Arret
F. Dobson
|
16,070
|
||
Edward
Infantolino
|
11,650
|
||
Anthony
J. Jannetti
|
14,915
|
||
Jeffrey
H. Kripitz
|
26,765
|
||
Richard
Phalines
|
34,015
|
||
Jack
C. Sheppard, Jr.
|
28,635
|
||
Ray
H. Tresch
|
27,715
|
Name
|
Number of Options
|
||
Celestino
R. Pennoni
|
30,866
|
||
Thomas
Hedenberg
|
12,903
|
||
Fred
G. Choate
|
15,180
|
||
Daniel
J. Dalton
|
15,180
|
||
Arret
F. Dobson
|
11,385
|
||
Edward
Infantolino
|
11,385
|
||
Anthony
J. Jannetti
|
11,385
|
||
Jeffrey
H. Kripitz
|
11,385
|
||
Richard
Phalines
|
11,385
|
||
Jack
C. Sheppard, Jr.
|
11,385
|
||
Ray
H. Tresch
|
11,385
|
BY
ORDER OF THE BOARD OF DIRECTORS
|
|
/s/
David O.
Middlebrook
|
|
David
O. Middlebrook
|
|
Corporate
Secretary
|
PARKE
BANCORP, INC.
|
|||||||||||||||||||||
[X]
|
PLEASE
MARK VOTES
|
||||||||||||||||||||
AS
IN THIS EXAMPLE
|
For
|
With-
Hold
|
For
All
Except
|
||||||||||||||||||
ANNUAL
MEETING OF SHAREHOLDERS
APRIL
27, 2010
|
1.
|
The
election as director of the nominees listed.
|
o
|
o
|
o
|
||||||||||||||||
The
undersigned hereby appoints the Board of Directors of Parke Bancorp, Inc.
(the “Company”), or its designee, with full powers of substitution, to act
as attorneys and proxies for the undersigned, to vote all shares of Common
Stock of the Company, which the undersigned is entitled to vote at the
Annual Meeting of Shareholders (the “Meeting”), to be held at The Terra
Nova Restaurant, 590 Delsea Drive, Washington Township, New Jersey, on
April 27, 2010, at 10:00 a.m. and at any and all adjournments thereof, in
the following manner:
|
BOARD
NOMINEES FOR TERM TO EXPIRE IN 2013
Fred
G. Choate, Edward Infantolino, Jeffrey H. Kripitz
and
Jack C. Sheppard, Jr.
INSTRUCTION: To
withhold authority to vote for any individual nominee, mark “For All
Except” and write that nominee’s name in the space provided
below.
|
||||||||||||||||||||
THIS
PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
|
For
|
Against
|
Abstain
|
||||||||||||||||||
2.
|
The
ratification of the appointment of McGladrey & Pullen, LLP as the
Company’s independent auditor for the fiscal year ending December 31,
2010.
|
o
|
o
|
o
|
|||||||||||||||||
For
|
Against
|
Abstain
|
|||||||||||||||||||
3.
|
The
approval of an advisory (non-binding) proposal regarding executive
compensation
|
o
|
o
|
o
|
|||||||||||||||||
4.
|
To
transact such other business as may properly come before the Annual
Meeting or any adjournments thereof.
|
||||||||||||||||||||
The
Board of Directors recommends a vote “FOR” the above listed nominees and
proposals.
|
|||||||||||||||||||||
Please
check box if you plan to attend the meeting.
|
à
|
o
|
|||||||||||||||||||
The
signed proxy will be voted as directed, but if no Instructions are
specified, this signed proxy will be voted for the nominees and for the
other proposals stated. If any other business is presented at such
meeting, this signed proxy will be voted by those named in this proxy in
their best judgment. At the present time, the Board of Directors knows of
no other business to be presented at the meeting.
|
|||||||||||||||||||||
Please
be sure to sign
and
date this
|
Date
|
||||||||||||||||||||
Proxy
in the box below
|
|||||||||||||||||||||
Sign
above
|
|
||||||||||||||||||||
+
|
+
|
||||||||||||||||||||
^
|
Detach
above card, date, sign and mail in postage paid envelope
provided.
|
^
|
|||||||||||||||||||
PARKE
BANCORP, INC.
|
|||||||||||||||||||||
601
DELSEA DRIVE Ÿ WASHINGTON
TOWNSHIP, NEW JERSEY 08080
|
|||||||||||||||||||||
Should
the above signed be present and elect to vote at the Meeting, or at any
adjournments thereof, and after notification to the Secretary of the
Company at the Meeting of the shareholder’s decision to terminate this
Proxy, the power of said attorneys and proxies shall be deemed terminated
and of no further force and effect. The undersigned may also revoke this
Proxy by filing a subsequently dated Proxy or by written notification to
the Secretary of the Company of his or her decision to terminate this
Proxy.
The
above signed acknowledges receipt from the Company prior to the execution
of this proxy of a Notice of Annual Meeting of Shareholders, Proxy
Statement and 2009 Annual Report.
Please
sign exactly as your name appears on this Proxy. When signing as attorney,
executor, administrator, trustee or guardian, please give your full
title.
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PLEASE
COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY
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IN
THE ENCLOSED POSTAGE-PREPAID ENVELOPE.
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IF
YOUR ADDRESS HAS CHANGED, PLEASE CORRECT THE ADDRESS IN THE SPACE PROVIDED
BELOW AND RETURN THIS PORTION WITH THE PROXY IN THE ENVELOPE
PROVIDED.
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