Lake Shore Bancorp DEF 14A 2017
Proxy Statement Pursuant to Section 14(a) of the
The Board of Directors and the employees of Lake Shore Bancorp, Inc. are committed to our continued success and the enhancement of your investment. As President and Chief Executive Officer, I want to express my appreciation for your confidence and support.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
At the annual meeting, we will ask you to:
Class One Director:
• John (“Jack”) L. Mehltretter
Class Three Directors:
• Susan C. Ballard • Daniel P. Reininga
Who Can Vote
Our Board of Directors has fixed the close of business on March 23, 2017 as the record date for the determination of shareholders entitled to notice of, and to vote at, the annual meeting. Accordingly, only holders of record of shares of our common stock at the close of business on such date will be entitled to vote at the annual meeting. On March 23, 2017, there were 6,115,822 shares outstanding, of which 3,636,875 of those shares, or 59.5%, are owned by Lake Shore, MHC, our top-tier federal mutual holding company.
Each holder of shares of common stock outstanding on March 23, 2017 will be entitled to one vote for each share held of record at the annual meeting.
How To Vote
Vote by Lake Shore, MHC
As of March 23, 2017, Lake Shore, MHC owned 59.5% of the outstanding shares of our common stock. Those shares will be voted in accordance with the instructions of Lake Shore, MHC’s Board of Directors. Lake Shore, MHC is expected to vote FOR the election of each of the nominees for director, FOR the non-binding resolution approving, on an advisory basis, the compensation of our named executive officers, and FOR the ratification of the appointment of Baker Tilly Virchow Krause, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2017.
If your broker holds shares that you own in “street name,” the broker generally may vote your shares on routine matters even if the broker does not receive instructions from you. “Broker non-votes” are proxies received from brokers or other nominees holding shares on behalf of their clients who have not been given specific voting instructions from their clients with respect to non-routine matters.
Solicitation of Proxies
We will pay all costs with respect to this Proxy Statement and related materials as well as soliciting proxies from shareholders. Regular employees of Lake Shore Bancorp and Lake Shore Savings may solicit proxies in person, by mail, or by telephone, but no employee will receive any compensation for solicitation activities in addition to his or her regular compensation. Expenses may include the charges and expenses of brokerage houses, nominees, custodians, and fiduciaries for forwarding proxies and proxy materials to beneficial owners of shares.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Based on filings made with the SEC under Section 13(d) and Section 13(g) of the Securities Exchange Act of 1934, as of March 23, 2017, the only persons known by us to be beneficial owners of more than 5% of our common stock are set forth in the following table. Addresses provided are those listed in the filings as the address of the person authorized to receive notices and communications. For purposes of the table below and the table set forth under “Security Ownership of Management,” in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, a person is deemed to be the beneficial owner of any shares of common stock (1) over which he or she has or shares, directly or indirectly, voting or investment power; or (2) of which he or she has the right to acquire beneficial ownership at any time within 60 days after March 23, 2017. As used herein, “voting power” is the power to vote or direct the voting of shares and “investment power” includes the power to dispose or direct the disposition of shares.
(1)Calculated on the basis of 6,115,822 shares of common stock, the total number of shares of common stock outstanding as of March 23, 2017.
(2)Based on information reported by Lake Shore, MHC in a Schedule 13D filing with the SEC on April 13, 2006.
The following table sets forth information about the shares of common stock beneficially owned by each of our directors and each of our “Named Executive Officers” identified in the Summary Compensation Table that appears later in this proxy statement, and all of our directors and executive officers as a group as of March 23, 2017. Except as otherwise indicated, each person and each group shown in the table has sole voting and investment power with respect to the shares of common stock indicated.
* Less than 1.00% of common stock outstanding.
PROPOSAL ONE: ELECTION OF DIRECTORS
(1)As of March 23, 2017.
(2)Mr. Mehltretter started his service as a director on November 16, 2016.
(3)Includes service as a director of Lake Shore Savings and Loan Association.
The Board of Directors oversees our business and monitors the performance of our management. In accordance with our corporate governance guidelines, the Board of Directors does not involve itself in our day-to-day operations; our executive officers and management oversee our day-to-day operations. Our directors fulfill their duties and responsibilities by attending regular meetings of the Board of Directors and its committees, and also through considerable telephone contact and other communications with the Chairman and others regarding matters of concern and interest to us. Our directors also discuss business and other matters with the Chairman, other key executives, and our principal external advisors.
Business Experience of Directors
The principal occupation and business experience of each director and director nominee is set forth below. All directors have held their current positions for at least five years unless otherwise indicated.
Meetings of the Board of Directors
COMPENSATION OF DIRECTORS
Lake Shore Savings entered into a supplemental benefit plan in 2001 with each of its then non-employee directors. This plan, which was amended as recently as January 2016, provides a benefit formula equal to a percentage of the participant’s average pay, which is multiplied by number of years of service, not to exceed 20 years of service or 40% of average pay. The payment is guaranteed over a period of fifteen years beginning the month following termination of service or age 72, whichever comes first. This plan includes each of the non-employee directors, with the exception of Mr. Corsi and Mr. Mancuso, as they are participants in the supplemental benefit plans for executives, as a result of their prior service as an employee of the Company. Furthermore, Mr. Mehltretter is not currently a participant in this supplemental benefit plan.
Non-employee directors are granted awards under the Equity Incentive Plans for the purpose of aligning non-employee director interests with shareholder interests and to aid in the retention of such directors. The allocation of awards to non-employee directors may be made based on the director’s responsibilities and years of service at the time of grant. Directors who hold the title of chairperson or vice-chairperson, or who were a committee chairperson, may receive a greater allocation of awards than those who did not hold such positions.
The following table sets forth information regarding compensation earned by our non-employee directors during the 2016 fiscal year.
Our Board of Directors has adopted Corporate Governance Guidelines that contain a number of corporate governance initiatives designed to comply with NASDAQ corporate governance listing standards, the Sarbanes-Oxley Act of 2002 and the rules and regulations of the SEC. We have also adopted charters for the Audit/Risk Committee, the Compensation Committee and the Nominating and Corporate Governance Committee in order to implement these rules and standards. Current versions of the Audit/Risk, Compensation and Nominating and Corporate Governance Committee charters are available at our website, www.lakeshoresavings.com under the “Governance Documents” section of the “Investor Relations” page. The information set forth on our website shall not be deemed filed with, and is not incorporated by reference into, this proxy statement or any of our other filings under the Securities Act of 1933, as amended, or the Exchange Act of 1934, as amended, except to the extent that we specifically so provide.
Board of Directors Independence
Annually, the Board of Directors determines director independence as defined by NASDAQ listing rule 5605(a)(2). The annual review includes reviewing the relationships that each director, his or her immediate family members and his or her related affiliates had with the Company. In making its determination as to the independence of its directors in accordance with NASDAQ listing standards rules, a review of the outstanding loans that directors Ballard, Bennett, Brautigam, Corsi, and Mancuso and their family members or affiliates had with the Company was completed, and it was noted that the loans were made in the ordinary course of business with substantially the same terms prevailing for loans made to others unrelated to the Company and did not involve more than the normal risk of collectability or present other unfavorable features. A review was also made of the Company’s donations to charitable organizations with which Mr. Bennett, Mr. Winger and Mrs. Yocum (or their family members) is affiliated and a determination was made that these directors remained independent.
We are a “controlled company” under NASDAQ Stock Market Rules (Rule 5615(c)) because more than 50% of our voting power is held by Lake Shore, MHC. Therefore, we are exempt from the NASDAQ Stock Market Rules requiring (a) that we have a majority of independent directors on the Board and (b) that members of the compensation committee and nominating committee be composed solely of independent directors. The Board of Directors is comprised of a majority of directors who qualify as independent according to NASDAQ Stock Market Rules. Based upon the term “independent” as defined by NASDAQ Stock Market Rules, the Board of Directors has determined that the following directors and director nominees are independent: Susan C. Ballard, Tracy S. Bennett, Sharon E. Brautigam, Reginald S. Corsi, David C. Mancuso, Jack L. Mehltretter, Gary W. Winger and Nancy L. Yocum. Mr. Daniel P. Reininga is not an independent director because he is the President and CEO of the Company. Mr. Kevin M. Sanvidge is not an independent director because a family member, as defined by NASDAQ Stock Market Rules, is a partner of Baker Tilly Virchow Krause, LLP, our
independent registered public accounting firm. Baker Tilly Virchow Krause, LLP became Lake Shore Bancorp’s independent registered public accounting firm on October 1, 2014 following its merger with ParenteBeard LLC. The Board of Directors has chosen to rely on the “controlled company” exemption to allow Mr. Sanvidge to remain Chairman of the Compensation Committee and a member of the Nominating and Corporate Governance Committee, because after reviewing the relationship, the Board believes the family member’s position with Baker Tilly Virchow Krause, LLP will not interfere with the exercise of Mr. Sanvidge’s independent judgment in carrying out his responsibilities as a director. The family member does not have any financial interest in Lake Shore Bancorp, Inc. and has no involvement with regular audits of Lake Shore Bancorp, Inc. The family member is in charge of the business fraud and investigations team in the Baker Tilly Virchow Krause, LLP’s New York City regional offices. In addition, the Baker Tilly Virchow Krause, LLP lead audit engagement partner in charge of the Lake Shore Bancorp audit practices is out of the firm’s office in Pittsburgh, Pennsylvania. Baker Tilly Virchow Krause, LLP has delivered an independence letter in accordance with the Public Company Accounting Oversight Board (PCAOB) Ethics and Independence Rules and Standards (Rule 3526, Communication with Audit Committees Concerning Independence) to Lake Shore Bancorp advising the Company that it believes the relationship does not impair its independence as the Company’s auditor under the PCAOB and the SEC standards.
Committees of the Board of Directors
Our Board of Directors has established the following committees:
Audit/Risk Committee. The Audit/Risk Committee oversees and monitors the integrity of the Company’s financial reporting process and systems of internal controls regarding finance, accounting and regulatory compliance. The Audit/Risk Committee retains, oversees and monitors the independence and performance of the Company’s independent registered public accounting firm. The Audit/Risk Committee also oversees and monitors the independence and performance of the internal audit department and acts as an avenue of communication between the independent registered public accounting firm, management, the internal audit department and the Board of Directors. The Audit/Risk Committee meets with the external auditors to review quarterly and annual SEC filings, the results of the annual audit and other related matters. As noted below, the Audit/Risk Committee has also accepted responsibility for oversight of the Company’s risk management function.
Directors Bennett, Corsi, Mehltretter and Yocum currently serve on the Audit/Risk Committee, with Ms. Yocum serving as its chairperson. All members of the Audit/Risk Committee are independent directors as defined under NASDAQ Stock Market Rules and SEC Rule 10A-3. Our Board of Directors has determined that Mr. Bennett and Ms. Yocum each qualify as an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K. The Audit/Risk Committee has chosen Ms. Yocum to serve as the “financial expert” on behalf of the Company. The Audit/Risk Committee met eight times during 2016.
Compensation Committee. The Compensation Committee evaluates the performance of our management team and recommends compensation based upon that performance. It oversees executive compensation and director compensation by approving salary increases and reviewing general personnel matters such as Named Executive Officer performance evaluations. The Compensation Committee annually reviews, and makes recommendations to the Board of Directors with respect to, the compensation of directors and Named Executive Officers. It is also responsible for approving, evaluating and administering compensation structure, policies and programs, which includes benefit plans, such as the Company’s 401K and ESOP plan, as well as stock compensation plans.
The Compensation Committee hired Lawrence A. Swift of Effective Pay Practices to serve as a consultant in 2016 and provide recommendations on executive salaries, director fees, incentive plans and other components of compensation based upon comparative data from peer banks and the American Bankers Compensation and Benefits survey. The peer group consists of twenty banks whose size, geography and business focus are similar to Lake Shore Savings. Data from the American Bankers survey is drawn from banks of the same size, type and geography as Lake Shore Savings. Since the data is from the previous year it is adjusted to reflect salary increases for the current year and a projection of the percentage increases for the following year in which the salaries will be paid. The information obtained from the consultant provides guidance for the Compensation Committee to use in determining the appropriate salaries for Named Executive Officers and directors.
The Compensation Committee takes into account numerous factors when determining a recommendation for the salaries and incentive goals of Named Executive Officers. In addition to the information obtained from the third party consultant, the Compensation Committee also obtains the CEO’s recommendation for proposed salary increases and incentive goals for the Named Executive Officers. The Compensation Committee then considers the CEO’s recommendation, Lake Shore Savings’ performance in the prior year, Lake Shore Savings’
strategic plans and goals for the future and the information provided by the third party consultant and decides upon a recommendation for salaries and incentive goals for the Named Executive Officers.
Asset/Liability Committee. The Asset/Liability Committee of the Board of Directors is responsible for overseeing the asset/liability management process, including its execution and adherence to defined policies and procedures. The committee is also responsible for monitoring the activity of its financial advisor, which is responsible for recommending certain balance sheet strategies and investments and providing investment advice to the committee. Directors Mancuso, Reininga, Bennett and Winger currently serve on the committee, with Mr. Mancuso serving as its chairman. The Asset/Liability Committee met four times during 2016.
Loan Committee. The Loan Committee of the Board of Directors is responsible for reviewing commercial and residential loans greater than $1.0 million and is responsible for ensuring these loans comply with Bank policy and do not present undue credit risk to bank operations. The Loan Committee is responsible for approving loans between $1.0 million and $3.0 million, as per board approved lending authority. Loans that exceed $3.0 million will be further presented to the full board for approval. Directors Corsi, Mancuso, Reininga, and Winger currently serve on the committee, with Mr. Reininga serving as its chairman. The Loan Committee does not meet formally, but rather acts as needed via telephone conference, e-mail or in person, when loans require review and/or approval.
Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee recommends the nomination of directors to the full Board of Directors to fill the terms for the upcoming year or to fill vacancies during a term. The Nominating and Corporate Governance Committee considers recommendations from shareholders if submitted in a timely manner in accordance with the procedures established by the Committee and applies the same criteria to all persons being considered. The Nominating and Corporate Governance Committee also assists the Board of Directors in monitoring a process to assess Board of Directors’ effectiveness and in developing and implementing our corporate governance guidelines and reviewing and approving all transactions with affiliated parties. The Nominating and Corporate Governance Committee monitors our regulatory compliance and our compliance with our corporate governance guidelines. In addition, the Nominating and Corporate Governance Committee recommends to the full Board the assignment of Directors to the committees of the Board, which responsibility includes a determination of the independence of individual directors according to the NASDAQ and SEC rules. The Nominating and Corporate Governance Committee also oversees periodic evaluations of individual Directors and of the full Board of Directors, to insure their effectiveness. Lastly, the Nominating and Governance Committee assists the Board of Directors in selecting a President and Chief Executive Officer
and in selecting a chairperson for the Board of Directors by overseeing the succession process for these positions. The Committee also ensures that an emergency succession plan for the Chief Executive Officer is in place and is annually updated.
The Nominating and Corporate Governance Committee has adopted procedures for the submission of recommendations for director nominees by our shareholders. If a determination is made that an additional candidate is needed for the board of directors, the Nominating and Corporate Governance Committee will consider candidates submitted by our shareholders. Shareholders can submit the names of qualified candidates for director by writing to the chairperson of the Nominating and Corporate Governance Committee at 31 East Fourth Street, Dunkirk, New York 14048. The chairperson must receive a submission not less than 180 days prior to the anniversary date of our proxy materials for the preceding year’s annual meeting. The submission must include the following information:
A nomination submitted by a shareholder for presentation by the shareholder at an annual meeting of shareholders must comply with the procedural and informational requirements described in our bylaws.
It is the policy of the Nominating and Corporate Governance Committee to select individuals as director nominees with the goal of creating a balance of knowledge, experience and interest on the Board. The committee evaluates candidates for their character, judgment, business experience and acumen. The Nominating and Corporate Governance Committee considers the following skills and characteristics when deciding which individuals to nominate for election as director:
Risk Oversight by the Board of Directors
Code of Conduct and Ethics
We have adopted a Code of Conduct and Ethics that is applicable to all officers, directors and employees of Lake Shore Bancorp and its affiliates, including our principal executive officer and principal accounting and financial officer. A copy of the Code of Conduct and Ethics is available at our website, www.lakeshoresavings.com under the “Governance Documents” section of the “Investor Relations” page. The information set forth on our website shall not be deemed filed with, and is not incorporated by reference into, this proxy statement or any of our other filings under the Securities Act of 1933, as amended, or the Exchange Act of 1934, as amended, except to the extent that we specifically so provide.
Shareholder Communications with the Board of Directors
Shareholders may contact our Board of Directors, our independent directors as a group, or an individual director by contacting Rachel A. Foley, Investor Relations, Lake Shore Bancorp, Inc., 31 East Fourth Street, Dunkirk, New York 14048. All comments will be forwarded directly to the Board of Directors, the independent directors as a group, or the individual director, as applicable.
INFORMATION ABOUT OUR EXECUTIVE OFFICERS
EXECUTIVE OFFICER COMPENSATION
Summary Compensation Table
The table below sets forth the compensation paid to or earned by Mr. Reininga, our President and Chief Executive Officer, and our two other most highly compensated officers for 2016 and 2015. Each individual listed in the table below is referred to as a named executive officer.
There were no awards of stock options to named executive officers during 2015.
Outstanding Equity Awards at Fiscal Year End
The following table sets forth information regarding stock awards and stock options outstanding at December 31, 2016.
401(k) Defined Contribution Plan. The Lake Shore Savings tax-qualified 401(k) defined contribution plan is maintained for employees who have completed three months of service and attained age 21. Eligible employees may make pre-tax contributions to the 401(k) Plan in the form of salary deferrals of up to 75% of their total annual compensation subject to certain IRS limitations. The plan consists of three components: 401(k), Profit Sharing and Safe Harbor. For the 401(k) component, the Company makes a matching contribution equal to 40% of the eligible employee’s salary deferral, up to 6% of such employee’s compensation after one year of service. For the profit sharing component, the Company makes a discretionary contribution, up to 5.1% of an eligible employee’s salary, depending on years of service. Lastly, the Company contributes 3.4% of an eligible employee’s salary based on years of service, which is a discretionary contribution to the Safe Harbor component of the plan.
Employment Agreements. Lake Shore Bancorp, Inc. and Lake Shore Savings entered into an amended and restated employment agreement with Daniel P. Reininga, our President and Chief Executive Officer, effective as of January 1, 2017. The term of the agreement initially ends on December 31, 2019, and the agreement will extend automatically for one additional year on January 1 of each year beginning January 1, 2018 unless the Board of Directors of Lake Shore Savings (the “Board”) or the executive gives notice no later than 30 days before such anniversary date that an agreement will not be renewed.
The agreement specifies the executive’s base salary, which is $313,000, and the base salary will be reviewed not less frequently than once every twelve months and may be increased in the Board’s discretion. In addition to the base salary, the agreement provides that the executive will be eligible to participate in short-term and long-term incentive compensation, determined and payable at the discretion of the Compensation Committee.
If the executive’s employment is involuntarily terminated without cause or voluntarily for good reason (as defined in the agreement), the executive will be entitled to a payment equal to three times the sum of: (i) his base salary, plus (ii) his average annual incentive cash compensation awarded during the three most recent fiscal years ending before the year of the termination, with such amount payable in a lump sum within 30 days of the date of termination date, subject to the receipt of a signed release of claims from the executive. In addition, the
executive will receive a cash payment equal to the employer’s cost (less the executive’s share of the employee premiums) to continue life, medical and dental coverage for 36 months.
If the executive’s employment is involuntarily terminated without cause or voluntarily for good reason (as defined in the agreement) within 24 months following a change in control, the executive will be entitled to a payment equal to three times the sum of: (i) his base salary (or, if higher, the base salary immediately prior to a change in control), plus (ii) his average annual incentive cash compensation awarded during the three most recent fiscal years ending before the year of the change in control, with such amount payable in a lump sum within five business days of the date of termination date. In addition, the executive will receive a cash payment equal to the cost of continued life, medical and dental coverage for 36 months.
If the executive is terminated due to disability (as defined in his employment agreement), the employment agreement will terminate, and the executive will receive his base salary and benefits until he receives disability income under the employer’s long-term disability insurance plan. If the executive dies while employed, the employer will continue to provide the executive’s base salary to his designated beneficiary for three months following his death.
The employment agreement requires the executive not to compete with Lake Shore Savings for two years following a termination of employment for which the executive receives severance payments as the result of an involuntary termination or resignation for good reason (other than a termination of employment following a change in control). The employment agreement further requires that the executive not solicit business, customers or employees of Lake Shore Savings for two years following termination of employment (other than a termination of employment following a change in control) and requires the executive to maintain confidential information.
Equity Compensation Plan Information
The following table presents certain information regarding our equity compensation plans in effect as of December 31, 2016 (the 2006 Stock Option Plan, 2006 Recognition and Retention Plan, and 2012 Equity Incentive Plan).
PROPOSAL TWO: Approve, on an advisory basis, A NON-BINDING RESOLUTION REGARDING the compensation of our named executive officers
Pursuant to Section 951 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“the Dodd-Frank Act”), the proxy rules of the SEC were amended to require that not less frequently than once every three years, a proxy statement for an annual meeting of shareholders must include a separate resolution subject to a shareholder vote to approve the compensation of the Company’s named executive officers disclosed in the proxy statement.
The executive officers named in the summary compensation table above and deemed to be “named executive officers” are Mr. Reininga, Mr. Werdein, and Ms. Foley. Reference is made to the summary compensation table and disclosures set forth under the “Executive Officer Compensation” section in this proxy statement.
This proposal gives shareholders the ability to vote on the compensation of our named executive officers through the following resolution:
“Resolved, that the shareholders approve, on an advisory basis, the compensation of the named executive officers as disclosed in the “Executive Officer Compensation” section of the proxy statement.”
The shareholder vote on this proposal is not binding on Lake Shore Bancorp, Inc. or the Board of Directors and cannot be construed as overruling any decision made by the Board of Directors. However, the Board of Directors of Lake Shore Bancorp, Inc. will review the voting results on the non-binding resolution and take them into consideration when making future decisions regarding executive compensation.
PROPOSAL THREE: RATIFICATION OF APPOINTMENT
OF BAKER TILLY VIRCHOW KRAUSE, LLP
The Audit/Risk Committee has appointed the firm of Baker Tilly Virchow Krause, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017, subject to ratification of such appointment by the Company’s shareholders.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
Audit/Risk Committee Pre-Approval Policy
The Board of Directors has determined that Mr. Bennett and Ms. Yocum each qualify as an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K. The Audit/Risk Committee has chosen Ms. Yocum to serve as the “financial expert” on behalf of the Company. A description of Ms. Yocum’s relevant experience can be found in her biography within the “Business Experience of Directors” section of this proxy statement. Ms. Yocum is independent as that term is defined in the NASDAQ Stock Market Rules.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE AND
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires our directors and executive officers, and persons who own more than 10% of our common stock, to report to the SEC their initial ownership of our common stock and any subsequent changes in that ownership. We are required to disclose in this proxy statement any late filings or failures to file.
To our knowledge, based solely on our review of the copies of such reports furnished to us and written representations that no other reports were required during the fiscal year ended December 31, 2016, we believe that all Section 16(a) filing requirements applicable to our executive officers and directors during 2016 were met with the exception of the following late Form 4 filings as a result of administrative errors:
Shareholder Proposals for 2018 Annual Meeting
If you wish to submit proposals to be included in our proxy statement for the 2018 annual meeting of shareholders, we must receive them on or before December 4, 2017, pursuant to proxy soliciting regulations of the SEC. Nothing in this paragraph shall be deemed to require us to include in our proxy statement and proxy card for such meeting any shareholder proposal which does not meet the requirements of the SEC in effect at the time. Any such proposal will be subject to 17 C.F.R. §240.14a-8 of the Rules and Regulations promulgated by the SEC under the Securities Exchange Act of 1934, as amended. In addition, under our bylaws, any new business or director nominees to be taken up at the annual meeting must be stated in writing and filed with the secretary of Lake Shore Bancorp at least 30 days before the date of the annual meeting, provided, however, that in the event less than 40 days notice of the annual meeting is given, a written proposal or nomination may be accepted from a shareholder not later than the close of business on the tenth day following notice of the annual meeting, and all business so stated, proposed, and filed shall be considered at the annual meeting so long as the business relates to a proper matter for shareholder action. Any shareholder may make any other proposal or nomination at the annual meeting and the same may be discussed and considered, but unless stated in writing and filed with the secretary at least 30 days before the meeting, such proposal or nomination shall be laid over for action at an adjourned, special or annual meeting of the shareholders taking place 30 days or more thereafter. A shareholder’s notice to the secretary shall set forth as to each such matter the shareholder proposes to bring before the annual meeting (1) a brief description of the proposal desired to be brought or nominee; and (2) the name and address of such shareholder and the number of shares of common stock of Lake Shore Bancorp that such shareholder owns of record. This provision shall not prevent the consideration and approval or disapproval at the annual meeting of reports of officers, directors, and committees; but in connection with such reports, no new business shall be acted upon at such annual meeting unless stated and filed as herein provided.