£
|
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
|
Meridian
Interstate Bancorp, Inc.
|
(Name
of Registrant as Specified In Its Charter)
|
(Name
of Person(s) Filing Proxy Statement, if other than the
Registrant)
|
(1)
|
Title
of each class of securities to which transaction
applies:
|
N/A
|
(2)
|
Aggregate
number of securities to which transactions
applies:
|
N/A
|
(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):
|
N/A
|
(4)
|
Proposed
maximum aggregate value of
transaction:
|
N/A
|
(5)
|
Total
fee paid:
|
N/A
|
£
|
Fee
paid previously with preliminary
materials.
|
£
|
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:
|
N/A
|
|
(2)
|
Form,
Schedule or Registration Statement
No.:
|
N/A
|
|
(3)
|
Filing
Party:
|
N/A
|
|
(4)
|
Date
Filed:
|
N/A
|
TIME AND
DATE
|
11:00
a.m. on May 20, 2009
|
PLACE
|
Peabody
Office of East Boston Savings Bank
|
ITEMS OF
BUSINESS
|
(1)
To elect four directors to serve for a term of three
years.
|
|
(2)
|
To
ratify the selection of Wolf & Company, P.C. as our independent
registered public accounting firm for fiscal year
2009.
|
|
(3)
|
To
transact such other business as may properly come before the meeting and
any adjournment or postponement
thereof.
|
RECORD
DATE
|
To
vote, you must have been a stockholder at the close of business on April
8, 2009.
|
PROXY
VOTING
|
It
is important that your shares be represented and voted at the
meeting. You can vote your shares by completing and returning
the proxy card or voting instruction card sent to you. Voting
instructions are printed on your proxy or voting instruction card and
included in the accompanying proxy statement. You can revoke a
proxy at any time before its exercise at the meeting by following the
instructions in the proxy
statement.
|
|
•
|
for each of the
nominees for director; and
|
|
•
|
for ratification of the
appointment of Wolf & Company, P.C. as the Company’s independent
registered public accounting firm.
|
Director
|
Audit
Committee
|
Compensation
Committee
|
Nominating/
Corporate Governance Committee
|
|||
Vincent
D. Basile
|
X
|
X
|
||||
Marilyn
A. Censullo
|
X*
|
X
|
||||
Anna
R. DiMaria
|
X
|
|||||
Richard
F. Fernandez
|
X
|
X
|
||||
Domenic
A. Gambardella
|
X*
|
X*
|
||||
Richard
J. Gavegnano
|
||||||
Carl
A. LaGreca
|
X
|
|||||
Edward
L. Lynch
|
||||||
Gregory
F. Natalucci
|
X
|
X
|
||||
James
G. Sartori
|
||||||
Paul
T. Sullivan
|
||||||
Number
of Committee Meetings in 2008
|
7
|
5
|
4
|
|
*
|
Denotes
Chairperson. Prior to his retirement on December 31, 2008, Mr.
DelRossi was a member of the Corporate Governance and Compensation
Committees.
|
Name
and Address
|
Number
of Shares
Owned
|
Percent
of
Common Stock
Outstanding
|
||||||
Meridian
Financial Services, Incorporated
|
12,650,000 | 56.01 | % | |||||
10
Meridian Street
|
||||||||
East
Boston, Massachusetts 02128
|
||||||||
Bay
Pond Partners, L.P.
|
1,317,400 | 5.83 | % | |||||
C/O
Wellington Management Company, LLP
|
||||||||
75
State Street
|
||||||||
Boston,
MA 02109
|
||||||||
Wellington
Management Company LLP
|
2,277,000 | 10.08 | % | |||||
75
State Street
|
||||||||
Boston,
MA 02109
|
Name
|
Number
of Shares Owned
|
Percent
of Common Stock Outstanding
|
||||||
Directors
|
||||||||
Vincent
D. Basile
|
4,000 | (1) | * | |||||
Marilyn
A. Censullo
|
2,500 | (2) | * | |||||
Anna
R. DiMaria
|
6,500 | (3) | * | |||||
Richard
F. Fernandez
|
3,500 | (4) | * | |||||
Domenic
A. Gambardella
|
7,500 | (5) | * | |||||
Richard
J. Gavegnano
|
105,000 | (6) | 1.2 | % | ||||
Carl
A. LaGreca
|
- | * | ||||||
Edward
L. Lynch
|
11,500 | (7) | * | |||||
Gregory
F. Natalucci
|
1,900 | (8) | * | |||||
James
G. Sartori
|
5,000 | (9) | * | |||||
Paul
T. Sullivan
|
5,000 | (10) | * | |||||
Named
Executive Officers Who Are Not Also Directors
|
||||||||
Leonard
V. Siuda
|
18,000 | (11) | * | |||||
John
Migliozzi
|
8,850 | (12) | ||||||
All
directors and executive officers as a group (13 persons)
|
|
(1)
|
Includes
1,500 restricted shares.
|
|
(2)
|
Includes
1,500 restricted shares.
|
|
(3)
|
Includes
1,500 restricted shares.
|
|
(4)
|
Includes
2,000 shares held in an IRA and 1,500 restricted
shares.
|
|
(5)
|
Includes
5,000 shares held jointly with spouse and 2,500 restricted
shares.
|
|
(6)
|
Includes
65,000 restricted shares.
|
|
(7)
|
Includes
1,500 restricted shares.
|
|
(8)
|
Includes
400 shares held in an IRA and 1,500 restricted
shares.
|
|
(9)
|
Includes
2,500 shares held jointly with spouse and 2,500 restricted
shares.
|
|
(10)
|
Includes
2,500 restricted shares.
|
|
(11)
|
Includes
15,000 shares held in an IRA and 3,000 restricted
shares.
|
|
(12)
|
Includes
4,850 shares held in an IRA and 4,000 restricted
shares.
|
2008
|
2007
|
|||||||
Audit
fees
|
$ | 383,000 | $ | 186,000 | ||||
Audit-related
fees
|
$ | 14,400 | $ | 318,300 | ||||
Tax
fees
|
$ | 32,000 | $ | 22,500 | ||||
All
other fees
|
$ | 20,000 | $ | 31,000 |
|
·
|
Meeting
the Demands of the Market – Our goal is to compensate our employees at
competitive levels in relation to surveyed averages to position us as the
preferred employer among our peers who provide similar financial services
in the regional market. Base pay and incentive pay for all
employees, and stock-based benefit plans for eligible employees will be
positioned relative to our peers’ offerings to either meet or exceed, or
in some cases lag, depending on the employment environment. Base pay at
equitable levels is most important in meeting the market. It is
the component of compensation that most directly affects current and
near-term standard of living and it is the most easily compared between
competing job offers. Our Incentive Compensation Plan is almost
equally important as it focuses rewards based on current year individual
and bank performance. Long-term incentives such as the Equity
Incentive Plan (the “EIP”) and the Employee Stock Ownership
Plan (the “ESOP”) are important in aligning interests with
stockholders.
|
|
·
|
Aligning
with Stockholders – We use equity compensation as a key component of our
compensation mix to develop a culture of ownership among our key personnel
and to align their individual financial interests with the interests of
our stockholders. The ESOP and the EIP place stock in the hands
of employees and executives over the course of time and will become an
increasingly important part of total
compensation.
|
|
·
|
Driving
Performance – We will structure compensation around the attainment of
company-wide, business unit and individual targets that return positive
results to our bottom line. Base pay rates are subject to annual merit
increases that result from performance evaluations. These
performance-based increases are directly tied to individual contributions
to bank performance and, over time, become a material portion of pay
resulting from accomplishments. Our short-term incentive bonus
plan is tied directly to individuals’ performance and loan production,
deposit generation, net earnings, cost of funds and efficiency of
enterprise-wide performance. In this plan, individuals’ performance is
rewarded, but only if East Boston Savings Bank performance reaches certain
targets established by the Compensation Committee. The plan
itself sets a target bonus payout if bank performance meets budget
projections. There are also significantly lesser payouts at two
lower tiers of performance and two higher tiers set as stretch
targets. The difference between tiers is determined in order to
draw a clear relationship between bank performance and
rewards.
|
|
·
|
Reflecting
our Business Philosophy – Our approach to compensation reflects our values
and the way we do business in the communities we serve: compensation rates
that are priced to be valued by the market and prudent for the
organization’s strategic well-being. Base pay and the incentive
compensation plan are meant to place a recognizable fair value on
employment at East Boston Savings Bank. Long-term incentives
such as the EIP, represent longer-term value in the employment
relationship.
|
Avidia
Bank
|
Jeanne
D’Arc Credit Union
|
|
BankFive
|
Legacy
Banks
|
|
Cambridge
Trust Company
|
The
Lowell Five Cent Savings Bank
|
|
Citizens
Union Savings Bank
|
Metro
Credit Union
|
|
Dedham
Institution for Savings
|
Newburyport
Five Cents Savings Bank
|
|
East
Boston Savings Bank
|
Pawtucket
Credit Union
|
|
East
Cambridge Savings Bank
|
South
Shore Savings Bank
|
|
Easthampton
Savings Bank
|
The
Village Bank
|
|
Hyde
Park Savings Bank
|
Unibank
|
|
Institution
for Savings in Newburyport
|
Wainwright
Bank
|
Bangor
Savings Bank (ME)
|
Florence
Savings Bank
|
|
Bank
Rhode Island (RI)
|
Greylock
Federal Credit Union
|
|
BankNewport
(RI)
|
HarborOne
Credit Union
|
|
Berkshire
Bank
|
Middlesex
Savings Bank
|
|
Bristol
County Savings Bank
|
PeoplesBank
|
|
Brookline
Bank
|
Rockland
Trust Company
|
|
Cambridge
Savings Bank
|
Salem
Five Cents Savings Bank
|
|
Cape
Cod Five Cents Savings Bank
|
Sovereign
Bank New England
|
|
Century
Bank and Trust Company
|
United
Bank
|
|
Country
Bank for Savings
|
The
Washington Trust Company (RI)
|
|
Citibank,
NA
|
Watertown
Savings Bank
|
|
Commerce
Bank and Trust Company
|
Webster
Bank (CT)
|
|
Danversbank
|
Westfield
Bank
|
|
Eastern
Bank
|
Bank
Rhode Island (RI)
|
Danvers
Savings Bank
|
|
BankNewport
(RI)
|
Dedham
Institution for Savings
|
Berkshire
Bank
|
East
Boston Savings Bank
|
|
Bristol
County Savings Bank
|
Eastern
Bank
|
|
Brookline
Bancorp
|
Middlesex
Savings Bank
|
|
Cape
Cod Five Cents Savings Bank
|
Peoples
Bank
|
|
Century
Bank
|
Plymouth
Savings Bank
|
|
Compass
Bank for Savings
|
Watertown
Savings Bank
|
|
Country
Bank for Savings
|
The
Washington Trust Company (RI)
|
|
Credit
Union Central Falls (RI)
|
Name
and
|
Salary
|
Bonus
|
Stock
awards
|
Option
awards
|
Change
in Pension Value and non-equity incentive plan
compensation
|
All
other compensation
|
Total
|
|||||||||||||||||||||||
Principal
Position
|
Year
|
($)
(1)
|
($)
|
($)(2)
|
($)
(2)
|
($)(3)
|
($)
(4)
|
($)
|
||||||||||||||||||||||
Richard
J. Gavegnano,
|
2008
|
$ | 311,400 | $ | 24,000 | $ | 25,729 | $ | 17,281 | $ | 227,515 | $ | 110,115 | $ | 716,040 | |||||||||||||||
Chairman of the Board and
|
2007
|
$ | 178,216 | $ | - | $ | - | $ | - | $ | 203,488 | $ | 1,671 | $ | 383,375 | |||||||||||||||
Chief
Executive Officer
|
2006
|
$ | 153,585 | $ | - | $ | - | $ | - | $ | 20,383 | $ | 1,635 | $ | 175,603 | |||||||||||||||
Robert
F. Verdonck (5),
|
2008
|
$ | 185,767 | $ | 43,319 | $ | - | $ | - | $ | 596,517 | $ | 699,070 | $ | 1,524,673 | |||||||||||||||
President
|
2007
|
$ | 360,992 | $ | 52,381 | $ | - | $ | - | $ | 173,494 | $ | 66,745 | $ | 653,612 | |||||||||||||||
2006
|
$ | 349,207 | $ | 47,067 | $ | - | $ | - | $ | 103,768 | $ | 30,506 | $ | 530,548 | ||||||||||||||||
Philip
F. Freehan (6),
|
2008
|
$ | 239,757 | $ | 23,232 | $ | 10,885 | $ | 7,406 | $ | 79,948 | $ | 323,587 | $ | 684,815 | |||||||||||||||
Executive
Vice President
|
2007
|
$ | 232,323 | $ | 33,550 | $ | - | $ | - | $ | 68,663 | $ | 42,341 | $ | 376,877 | |||||||||||||||
2006
|
$ | 223,667 | $ | 21,581 | $ | - | $ | - | $ | 56,984 | $ | 22,370 | $ | 324,602 | ||||||||||||||||
Leonard
V. Siuda (7),
|
2008
|
$ | 178,073 | $ | 17,302 | $ | - | $ | - | $ | 136,950 | $ | 197,889 | $ | 530,214 | |||||||||||||||
Treasurer
and
|
2007
|
$ | 173,071 | $ | 24,986 | $ | - | $ | - | $ | 126,690 | $ | 41,590 | $ | 366,337 | |||||||||||||||
Chief
Financial Officer
|
2006
|
$ | 166,574 | $ | 19,219 | $ | - | $ | - | $ | 92,923 | $ | 21,426 | $ | 300,142 | |||||||||||||||
John
Migliozzi
|
2008
|
$ | 151,364 | $ | 14,605 | $ | 1,583 | $ | 988 | $ | - | $ | 71,264 | $ | 239,804 | |||||||||||||||
Group
Vice President
|
2007
|
$ | 146,048 | $ | 19,600 | $ | - | $ | - | $ | - | $ | 9,939 | $ | 175,587 | |||||||||||||||
2006
|
$ | 137,846 | $ | 12,500 | $ | - | $ | - | $ | - | $ | 9,021 | $ | 159,367 |
(1)
|
For
Mr. Gavegnano, 2007 and 2006 salary includes fees relating to Mr.
Gavegnano’s service as Chairman of the Board, and as a member on the board
of directors of East Boston Savings Bank, board of trustees of Meridian
Financial Services, committees of each board and as a Corporator of
Meridian Financial Services.
|
(2)
|
Reflects
the compensation expense recognized for financial statement reporting
purposes in accordance with FAS 123(R) on outstanding restricted stock and
stock option awards for each of the named executive officers. Refer to the
Company’s Form 10-K filed with the Securities and Exchange Commission for
the assumptions relating to these
awards.
|
(3)
|
For
each year, represents the actuarial change in pension value in the
executives’ accounts from December 31 of the prior year to
December 31 of the reported year under each executive’s Supplemental
Executive Retirement Agreement.
|
(4)
|
For
2008, employer contributions under the company match and safe harbor
provision of the 401(k) Plan were $2,964, $11,421, $14,123, $11,727 and
$9,958 for Messrs. Gavegnano, Verdonck, Freehan, Siuda, and Migliozzi,
respectively. The amount of premiums paid for long term health
care insurance was $1,334, $2,724 $2,507 and $2,985 for Messrs. Gavegnano,
Verdonck, Freehan and Siuda, respectively. For 2008, employer
contributions under the company ESOP were $7,851, $7,851, $7,851 and
$7,526 for Messrs. Gavegnano, Freehan, Siuda, and Migliozzi,
respectively. The amount paid out from the Company’s
terminated equity incentive plan was $97,966, $499,157, $299,106, $175,326
and $53,780 for Messrs. Gavegnano,
Verdonck,
|
(5)
|
Mr.
Verdonck resigned and retired from all positions at Meridian Interstate
Bancorp, East Boston Savings Bank and all affiliated entities, including
our mutual holding company, Meridian Financial Services, Incorporated,
effective June 6, 2008. In exchange for a release of any claims
against Meridian Interstate Bancorp, East Boston Savings Bank
and affiliated entities by Mr. Verdonck and consistent with the terms of
Mr. Verdonck’s employment agreement, the Bank entered into a Separation
Agreement with Mr. Verdonck (the “Separation Agreement”). The Separation
Agreement provides for the payment of any accrued compensation, 24 months
salary continuation payments at his current rate of salary of $30,961 per
month, the lump sum payment of benefits under his supplemental executive
retirement plan totaling $2,351,591 paid on December 7, 2008, the
continuation of an existing split dollar life insurance policy and a bank
owned life insurance policy, both of which had been fully paid, and the
maintenance of existing long term care insurance policies for Mr. Verdonck
and his spouse at a current annual premium of $2,724. An after-tax expense
of $1.0 million associated with the foregoing was recognized by Meridian
Interstate Bancorp in the second quarter of
2008.
|
(6)
|
Mr.
Freehan resigned form his position at East Boston Savings Bank effective
February 26, 2009. Refer to the information pertaining to the
related separation agreement below.
|
(7)
|
Mr.
Siuda is resigning form his position at East Boston Savings Bank effective
April 29, 2009. Refer to the information pertaining to the
related separation agreement below.
|
Name
|
Grant
Date
|
All
Other Stock Awards: Number of Shares of Stock (#)(1)
|
All
Other Option Awards: Number of Securities Underlying Options
(#)(1)
|
Exercise
Price of Stock Awards
($)
|
Grant
Date Fair Value of Stock Awards
($)(2)
|
||||||||||||
Richard
J. Gavegnano
|
10/13/2008
|
65,000 |
—
|
—
|
$ | 617,500 | |||||||||||
10/13/2008
|
—
|
175,000 | $ | 9.50 | $ | 414,750 | |||||||||||
Robert
F. Verdonck
|
—
|
—
|
—
|
—
|
—
|
||||||||||||
Philip
F. Freehan
|
10/13/2008
|
27,500 |
—
|
—
|
$ | 261,250 | |||||||||||
10/13/2008
|
—
|
75,000 | $ | 9.50 | $ | 177,750 | |||||||||||
Leonard
V. Siuda
|
—
|
—
|
—
|
—
|
—
|
||||||||||||
|
|||||||||||||||||
John
Migliozzi
|
10/13/2008
|
4,000 |
—
|
—
|
$ | 38,000 | |||||||||||
10/13/2008
|
—
|
10,000 | $ | 9.50 | $ | 23,700 |
|
(1)
|
The
amounts reflect the number of shares of stock that were granted pursuant
to the 2008 Equity Incentive Plan. The awards vest at a rate of
20% per year, commencing on October 13,
2009.
|
|
(2)
|
Completed
in accordance with FAS 123(R) and therefore represents the market value of
the awards on the date of grant.
|
Option
Awards
|
Stock
Awards
|
||||||||||||||||||||||
Name
|
Number
of Securities
Underlying Unexercised Options Exercisable
(#)
|
Number
of Securities Underlying Unexercised Options
(#)
Unexercisable
(1)
|
Option
Exercise Price
($)
|
Option
Expiration Date
|
Number
of Shares or Units of Stock That Have Not Vested
(#)(2)
|
Market
Value of Shares or Units of Stock That Have Not Vested
($)
|
|||||||||||||||||
Richard
J. Gavegnano
|
— | 175,000 | $ | 9.50 |
10/13/2018
|
65,000 | $ | 601,250 | |||||||||||||||
Robert
F. Verdonck
|
— | — | — |
—
|
— | — | |||||||||||||||||
Philip
F. Freehan
|
— | 75,000 | $ | 9.50 |
10/13/2018
|
27,500 | $ | 254,375 | |||||||||||||||
Leonard
V. Siuda
|
— | — | — |
—
|
— | — | |||||||||||||||||
John
Migliozzi
|
— | 10,000 | $ | 9.50 |
10/13/2018
|
4,000 | $ | 37,000 |
|
(1)
|
Stock
option awards vest at a rate of 20% per year commencing on October 13,
2009.
|
|
(2)
|
Restricted
stock awards vest at a rate of 20% per year commencing on October 13,
2009.
|
Name
|
Plan
Name
|
Number
of Years Credited Service
|
Present
Value
of Accumulated
Benefit (2)
|
Payments
during Last Fiscal Year
|
|||||||||
Richard
J. Gavegnano
|
Supplemental
Executive Retirement Agreement
|
2.5 | $ | 431,003 | - | ||||||||
Robert
F. Verdonck (1)
|
Supplemental
Executive Retirement Agreement
|
N/A | (1) | N/A | (1) | $ | 2,351,591 | ||||||
Philip
F. Freehan
|
Supplemental
Executive Retirement Agreement
|
25 | $ | 986,947 | - | ||||||||
Leonard
V. Siuda
|
Supplemental
Executive Retirement Agreement
|
16 | $ | 834,108 | - |
|
(1)
|
Mr.
Verdonck resigned and retired from all positions at the Company, Bank and
all affiliated entities, including our mutual holding company, Meridian
Financial Services, Inc., effective June 6,
2008.
|
|
(2)
|
Refer
to the Company’s Form 10-K filed with the Securities and Exchange
Commission for material assumptions relating to the
Plan.
|
|
·
|
a
cash lump sum payment of $53,234, less withholding, which represents Mr.
Freehan’s base salary from February 27, 2009 to May 15, 2009, payable
within five business days of Mr. Freehan signing the separation agreement;
and
|
|
·
|
a
cash amount of $123,580, less withholding, payable over six months in
equal amounts, with the first payment commencing on June 15,
2009.
|
|
·
|
Mr.
Freehan is also entitled to the following payments, which he would have
received regardless of whether he entered into a separation and release
agreement:
|
|
o
|
(i)
a lump sum payment under his supplemental executive retirement agreement,
in the amount of $1,324,821, less
withholding;
|
|
o
|
(ii)
the continuation of split dollar and bank owned life insurance policies,
which provide a death benefit equal to $617,900 and $494,320,
respectively; and
|
|
o
|
(iii)
the continuation of long term care insurance for Mr. Freehan and his
spouse.
|
|
·
|
his
rate of base salary payable in equal installments for twenty-four months,
which equals a gross amount of $364,226 less
withholding.
|
|
·
|
Mr.
Siuda is also entitled to the following payments, which he would have
received regardless of whether he entered into a separation
agreement:
|
|
o
|
(i)
a lump sum payment under his supplemental executive retirement agreement,
in the amount of $1,281,818, less
withholding;
|
|
o
|
(ii)
the continuation of split dollar and bank owned life insurance policies,
which provide a death benefit equal to $455,283 and $364,226,
respectively; and
|
|
o
|
(iii)
the continuation of long term care insurance for Mr. Siuda and his
spouse.
|
Fees
Earned or Paid in Cash
|
Stock
Awards
|
Option
Awards
|
Change
in Pension Value and Nonqualified Deferred Compensation
Earnings
|
All
Other Compensation
|
Total
|
|||||||||||||||||||
Name
|
($)
|
($)(1)
|
($)(1)
|
($)(2)
|
($)(3)
|
($)
|
||||||||||||||||||
Vincent
D. Basile
|
$ | 45,300 | $ | 594 | $ | 1,481 | $ | 26,162 | $ | 21,863 | $ | 93,325 | ||||||||||||
Marilyn
A. Censullo
|
27,350 | 594 | 1,481 | - | - | 27,350 | ||||||||||||||||||
James
P. Del Rossi
|
64,700 | 990 | 2,469 | 30,325 | 49,005 | 144,030 | ||||||||||||||||||
Anna
R. DiMaria
|
25,750 | 594 | 1,481 | - | - | 25,750 | ||||||||||||||||||
Richard
F. Fernandez
|
13,600 | 594 | 1,481 | - | - | 13,600 | ||||||||||||||||||
Domenic
A. Gambardella
|
63,900 | 990 | 2,469 | 18,246 | 52,772 | 134,918 | ||||||||||||||||||
Edward
L. Lynch
|
24,850 | 594 | 1,481 | 18,343 | 25,957 | 69,150 | ||||||||||||||||||
Gregory
F. Natalucci
|
28,250 | 594 | 1,481 | 8,423 | 19,565 | 56,238 | ||||||||||||||||||
James
G. Sartori
|
57,700 | 990 | 2,469 | 27,503 | 49,605 | 134,808 | ||||||||||||||||||
Paul
T. Sullivan
|
56,200 | 990 | 2,469 | 19,644 | 42,325 | 118,169 |
(1)
|
Reflects
the compensation expense recognized for financial statement reporting
purposes in accordance with FAS 123(R) on outstanding restricted stock and
stock option awards for each of Director. Refer to the Company’s Form 10-K
filed with the SEC for the assumptions relating to the awards. In
addition, the grant date fair value of each equity award is as follows:
$49,800 for 1,500 shares of restricted stock and 15,000 options awarded to
Mr. Basile on October 13, 2008; $49,800 for 1,500 shares of restricted
stock and 15,000 options awarded to Ms. Censullo on October 13, 2008;
$83,000 for 2,500 shares of restricted stock and 25,000 options awarded to
Ms. Del Rossi on October 13, 2008; $49,800 for 1,500 shares of restricted
stock and 15,000 options awarded to Ms. DiMaria on October 13, 2008;
$49,800 for 1,500 shares of restricted stock and 15,000 options awarded to
Mr. Fernandez on October 13, 2008; $83,000 for 2,500 shares of restricted
stock and 25,000 options awarded to Mr. Gambardella on October 13, 2008;
$49,800 for 1,500 shares of restricted stock and 15,000 options awarded to
Mr. Lynch on October 13, 2008; $49,800 for 1,500 shares of restricted
stock and 15,000 options awarded to Mr. Natalucci on October 13, 2008;
$83,000 for 2,500 shares of restricted stock and 25,000 options awarded to
Mr. Sartori on October 13, 2008; and $83,000 for 2,500 shares of
restricted stock and 25,000 options awarded to Mr. Sullivan on October 13,
2008. All awards vest at a rate of 20% per year, commencing on October 13,
2009. The grant date fair value of each equity award was calculated in
accordance with FAS 123(R) and therefore represents the market value of
the shares on the date of grant.
|
(2)
|
Represents
the actuarial change in pension value in the directors’ accounts from
December 31, 2007 to December 31, 2008 under each director’s Supplemental
Executive Retirement Agreement.
|
(3)
|
Represents
premiums paid for long term care insurance, life insurance, and payout of
the Company’s Equity Incentive Plan, respectively, as follows: $2,903,
$1,390 and $17,571 for Mr. Basile; $6,763, $2,070 and $40,172 for Mr. Del
Rossi; $1,348, $671 and $50,752 for Mr. Gambardella; $2,116, $1,264 and
$22,576 for Mr. Lynch, $1,353, $641 and $17,571 for Mr. Natalucci; $1,635,
$984 and $46,986 for Mr. Sartori; and $1,512, $641 and $40,172 for Mr.
Sullivan.
|
Meridian
Interstate Bancorp
|
||||
Board
meeting fee
|
$ | 700 | ||
Meeting
fee for Audit Committee member
|
$ | 1,500 | ||
Meeting
fee for Audit Committee Chairman
|
$ | 2,000 | ||
Meeting
fee for Audit Committee Clerk
|
$ | 1,800 | ||
Annual
fee for Strategic Planning Committee member
|
$ | 1,500 | ||
Annual
fee for Budget Committee member
|
$ | 700 | ||
East
Boston Savings Bank
|
||||
Monthly
fee for Executive Committee members
|
$ | 3,000 | ||
Meeting
fee for independent non-holding company members
|
$ | 700 | ||
Quarterly
fee for one CRA director
|
$ | 600 | ||
Monthly
fee for one visiting trustee
|
$ | 600 | ||
Meridian
Financial Services
|
||||
Board
meeting fee
|
$ | 600 | ||
Annual
Corporator fee$250
|
$ | 250 |
|
1.
|
The
name of the person recommended as a director
candidate;
|
|
2.
|
All
information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors pursuant to Regulation
14A under the Securities Exchange Act of
1934;
|
|
3.
|
The
written consent of the person being recommended as a director candidate to
being named in the proxy statement as a nominee and to serving as a
director if elected;
|
|
4.
|
As
to the stockholder making the recommendation, the name and address of such
stockholder as they appear on the Company’s books; provided, however, that
if the stockholder is not a registered holder of the Company’s common
stock, the stockholder should submit his or her name and address along
with a current written statement from the record holder of the shares that
reflects ownership of the Company’s common stock;
and
|
|
5.
|
A
statement disclosing whether such stockholder is acting with or on behalf
of any other person and, if applicable, the identity of such
person.
|
|
·
|
financial,
regulatory and business experience;
|
|
·
|
familiarity
with and participation in the local
community;
|
|
·
|
integrity,
honesty and reputation in connection with upholding a position of trust
with respect to customers;
|
|
·
|
dedication
to the Company and its stockholders;
and
|
|
·
|
independence.
|
BY
ORDER OF THE BOARD OF DIRECTORS
|
|
Vincent
D. Basile
|
|
Corporate
Secretary
|
|
1.
|
The
election as directors of all nominees listed (unless the “For All Except”
box is marked and the instructions below are complied
with).
|
FOR
ALL
|
||||
FOR
|
WITHHOLD
|
EXCEPT
|
||
☐
|
☐
|
☐
|
|
2.
|
The
ratification of the appointment of Wolf & Company, P.C. as independent
registered public accounting firm of Meridian Interstate Bancorp, Inc. for
the fiscal year ending December 31,
2009.
|
FOR
|
AGAINST
|
ABSTAIN
|
||
☐
|
☐
|
☐
|
Dated:
|
|||||
SIGNATURE
OF STOCKHOLDER
|
|||||
SIGNATURE
OF CO-HOLDER (IF ANY)
|
z
|
{
|
S
|
PLEASE
MARK VOTES
AS
IN THIS EXAMPLE
|
MERIDIAN
INTERSTATE BANCORP, INC.
|
For
|
With-
hold
|
For
All
Except
|
||||||||
ANNUAL
MEETING OF STOCKHOLDERS
May
20, 2009, 11:00 a.m., Local Time
THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
|
1.
|
The
election as directors of all nominees listed (unless the “For All Except”
box is marked and the instructions below are complied
with).
|
£
|
£
|
£
|
|||||
The
undersigned hereby appoints the members of the official proxy committee of
Meridian Interstate Bancorp, Inc. (the “Company”), with full power of
substitution in each, to act as proxy for the undersigned, and to vote all
shares of common stock of the Company which the undersigned is entitled to
vote only at the Annual Meeting of Stockholders to be held on May 20, 2009
at 11:00 a.m., local time,
at the Peabody office of East Boston Savings Bank, 67 Prospect Street,
Peabody, Massachusetts and at any and all adjournments thereof, with all
of the powers the undersigned would possess if personally present at such
meeting as follows:
|
Marilyn
A. Censullo, Richard J. Gavegnano, Edward L. Lynch and Gregory F.
Natalucci
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.
|
|||||||||
For
|
Against
|
Abstain
|
||||||||
2.
|
The
ratification of the appointment of Wolf & Company, P.C. as independent
registered public accounting firm of Meridian Interstate Bancorp, Inc. for
the fiscal year ending December 31, 2009.
|
£
|
£
|
£
|
||||||
THE
BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE LISTED
PROPOSALS.
This
proxy is revocable and will be voted as directed, but if no instructions
are specified, this proxy, properly signed and dated, will be voted “FOR”
each of the proposals listed. If any other business is presented at the
Annual Meeting, including whether or not to adjourn the Annual Meeting,
this proxy will be voted by the proxies in their judgment. At the present
time, the Board of Directors knows of no other business to be presented at
the Annual Meeting. This proxy also confers discretionary authority on the
proxy committee of the Board of Directors to vote (1) with respect to the
election of any person as director, where the nominees are unable to serve
or for good cause will not serve and (2) matters incident to the conduct
of the Annual Meeting.
|
||||||||||
Please
be sure to date and sign this proxy card in the box below.
|
Date
|
|||||||||
Sign
above
|
x
|
y
|
Ã
|
Detach
above card, sign, date and mail in postage paid envelope
provided.
|
Ã
|
Please
sign exactly as your name appears on this card. When signing as attorney,
executor, administrator, trustee or guardian, please give your full title.
If shares are held jointly, each holder may sign but only one signature is
required.
PLEASE
COMPLETE, DATE, SIGN AND PROMPTLY MAIL THIS PROXY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE.
|
|
|