ENB Financial Corp DEFA14A, filed Apr 10, 2024
ENB Financial Corp (ENBP)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. |_|)
Filed by the Registrant |X|
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
|X| Definitive Additional Materials
|_| Soliciting Material Under Rule 14a-12
ENB Financial Corp
(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):
|X| No fee required
|_| Fee paid previously with preliminary materials.
|_| Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11
ENB FINANCIAL CORP
AMENDMENT AND SUPPLEMENT TO
THE PROXY STATEMENT
For the Annual Meeting of Shareholders to be held on
Tuesday, May 7, 2024
On April 9, 2024, ENB Financial Corp (the “Company”) filed a definitive proxy statement (the “Proxy Statement”) with the Securities and Exchange Commission (“SEC”), which was distributed in connection with the Company’s Annual Meeting of Shareholders to be held on May 7, 2024 (the “Annual Meeting”).
The Company is providing this supplement (the “Supplement”) to correct a dollar amount in the information contained in the Proxy Statement relating to the Summary Compensation Table and the subsequent calculated Pay versus Performance Table.
The following section and chart from page 20 of the Proxy Statement, which is included in the section of the Proxy Statement titled “SUMMARY COMPENSATION TABLE”, is amended and restated in its entirety as follows:
SUMMARY COMPENSATION TABLE
| Nonequity | All | |||||
| Name and | Incentive Plan | Stock | Other | Total | ||
| Principal Position | Year | Salary | Compensation | Awards | Compensation | Compensation |
| ($)(1) | ($)(2) | ($)(3) | ($)(4) | ($)(5) | ||
| Jeffrey S. Stauffer | 2023 | 386,737 | -- | -- | 35,952 | 422,689 |
| Chairman of the Board, President and CEO |
2022 | 360,400 | 77,771 | 43,260 | 40,969 | 522,400 |
| Chad E. Neiss | 2023 | 290,033(7) | 484,519(6) | -- | 28,303 | 802,855 |
| Senior Executive Vice President, | 2022 | 150,000 | 507,664(6) | 15,002 | 32,448 | 705,114 |
| Chief Strategy Officer | ||||||
| Interim Chief Operating Officer | ||||||
| Head of Mortgage Division | ||||||
| William J. Kitsch, IV | 2023 | 270,461 | 26,655 | -- | 22,865 | 319,981 |
| Senior Executive Vice President, | 2022 | 240,000 | 40,045 | 24,007 | 19,980 | 324,032 |
| Chief Revenue Officer |
Summary Compensation Table Key
| (1) | Base Salary. |
| (2) | Represents amounts paid in accordance with the annual incentive plan described herein which is earned in 2023 but paid in 2024, an annual performance bonus, and any other service award, position related commission and incentive payments, if applicable. |
Page 1 of 3
| (3) | The amounts in this column represent the grant date fair value of equity awards in the year granted, in accordance with FASB ASC Topic 718. Stock awards consisted of grants of restricted stock units. |
| (4) | All Other Compensation includes Total Other Earnings in the OTHER COMPENSATION TABLE on page 21 and Total Contributions on the DEFINED CONTRIBUTION PROFIT SHARING PLAN TABLE on page 23. |
| (5) | Total of (1) through (4). |
| (6) | Head of Mortgage Division earned nonequity incentive plan compensation for both 2022 and 2023 is inclusive of Senior Residential Mortgage Executive Incentive Plan providing for quarterly incentive and monthly commission payments. |
| (7) | Base Salary is inclusive of compensation for Interim Chief Operating Officer position during 2023. |
The following section and chart from page 25 of the Proxy Statement, which is included in the section of the Proxy Statement titled “PAY VERSUS PERFORMANCE TABLE”, is amended and restated in its entirety as follows:
PAY VERSUS PERFORMANCE TABLE
| Year |
Summary
($) |
Compensation ($) |
Average
($) |
Average
($) |
Value of
$100 Investment
($) |
Net Income ($) |
| (a) | (b) | (c) | (d) | (e) | (f) | (g) |
| 2023 | 422,689 | 417,771 | 561,418 | 559,309 | 96.44 | 12,375,000 |
| 2022 | 522,400 | 520,340 | 514,573 | 513,644 | 76.87 | 14,631,000 |
| 2021 | 386,313 | 386,313 | 449,706 | 449,706 | 120.27 | 14,916,000 |
Column (e). Average compensation actually paid to the Other NEOs as calculated in each year reflects the
respective amounts set forth in column (d) of the table above, adjusted as set forth in the table below, as determined in accordance with
SEC rules.
| 2023 | 2022 | 2021 | |
| Summary Compensation Table Total | $561,418 | $514,573 | $449,706 |
| Adjustments: | |||
| Less: amounts reported under the “Stock Awards” column in the Summary Compensation Table | $19,505 | ||
| Plus: fair value of awards granted during the year that remain unvested as of year end | $18,576 | ||
| Change in fair value from prior year end to current year end of awards granted prior to year that were outstanding and unvested as of year end | (967) | ||
| Change in fair value from prior year end to vesting date of awards granted prior to year that vested during year | (1,142) | ||
| Plus: dividends or other earnings paid during year prior to vesting date of award | |||
| Compensation Actually Paid | $559,309 | $513,644 | $449,706 |
Page 2 of 3
The following sections from page 26 of the Proxy Statement, which is included in the section of the Proxy Statement titled “PAY VERSUS PERFORMANCE TABLE”, is amended and restated in as follows:
Relationship Between Compensation Actually Paid to our PEO and the Average of the Compensation Actually Paid to the Other NEOs and the Company's Cumulative Total Shareholder Return (TSR)
From 2022 to 2023, the compensation actually paid to our PEO and the average of the compensation actually paid to the Other NEOs decreased by 19.7% and increased by 8.9%, respectively, compared to a 25.5% increase in our TSR over the same time period.
Relationship Between Compensation Actually Paid to our PEO and the Average of the Compensation Actually Paid to the Other NEOs and the Company's Net Income
From 2022 to 2023, the compensation actually paid to our PEO and the average of the compensation actually paid to the Other NEOs decreased by 19.7% and increased by 8.9%, respectively, compared to a 15.4% decrease in our Net Income over the same time period.
Important Information
This Supplement should be read in conjunction with the Company’s Proxy Statement. To the extent that information in this Supplement differs from or updates the information in the Proxy Statement, the information in this Supplement controls. This Supplement does not change or update any of the other information in the Proxy Statement.
If you have already voted, you do not need to vote again unless you would like to change or revoke your prior vote on any proposal. If you would like to revoke your prior vote on any proposal, please refer to page 2 of the Proxy Statement for information on how to do so.
The date of this Supplement is April 9, 2024
Page 3 of 3