UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 Pursuant to § 240.14a-12 |
United Community Bancorp
(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 the appropriate box):
x | No fee required. |
¨ | 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: |
N/A |
2) | Aggregate number of securities to which transaction 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 |
ERRATA SHEET
Please be advised that the dollar amounts reflected in the Stock Awards and Option Awards columns included in the “Director Compensation” and “Summary Compensation” tables on pages 9 and 20, respectively, of the proxy statement dated October 17, 2014 for the 2014 annual meeting of stockholders of United Community Bancorp, were revised to reflect the aggregate grant date fair value of such awards. The dollar amounts included in the 2014 Total columns were also revised to reflect the changes made in the values of the Stock Awards and Option Awards. The corrected tables are reproduced below:
Director Compensation
The following table sets forth the compensation paid to our non-employee directors for their board service during fiscal 2014.
Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) (1) | Option Awards ($) (2) | Total ($) | ||||||||||||
Robert J. Ewbank | 25,000 | 32,970 | 15,516 | 73,486 | ||||||||||||
Jerry W. Hacker | 25,000 | 32,970 | 15,516 | 73,486 | ||||||||||||
James D. Humphrey | 25,000 | 32,970 | 15,516 | 73,486 | ||||||||||||
Eugene B. Seitz, II | 27,250 | 32,970 | 15,516 | 75,736 | ||||||||||||
G. Michael Seitz | 28,500 | 32,970 | 15,516 | 76,986 | ||||||||||||
Ralph B. Sprecher | 29,900 | 32,970 | 15,516 | 78,386 | ||||||||||||
Richard C. Strzynski | 25,000 | 32,970 | 15,516 | 73,486 |
(1) | This amount reflects the aggregate grant date fair value for outstanding restricted stock awards granted during fiscal 2014, computed in accordance with FASB ASC Topic 718. The amounts were calculated based on the Company’s stock price as of the date of the grant, which was $11.33. When shares become vested and are distributed from the trust in which they are held, the recipient will also receive an amount equal to accumulated cash and stock dividends (if any) paid with respect thereto, plus earnings thereon. |
(2) | The dollar amount reflects the aggregate grant date fair value for option awards granted in fiscal 2014 in accordance with FASB ASC Topic 718. The aggregate grant date fair market value for outstanding stock option awards was calculated on the stock price as of the grant date, which was $11.33, using the Black-Scholes option pricing model and a dividend yield of 2.12%, expected volatility of 14.42%, risk-free interest rate of 2.70% and expected lives of 10 years. |
Summary Compensation Table
The following information is furnished for the chief executive officer and the two other most highly compensated executive officers during the year ended June 30, 2014.
Name
and Principal Position | Year | Salary
($) | Bonus
($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | Nonqualified
Deferred Compensation ($) | All
Other Compensation ($)(4) | Total
($) | ||||||||||||||||||||||||
William F. Ritzmann (5) | 2014 | 186,508 | 13,797 | 109,901 | 51,719 | 6,000 | 28,011 | 395,936 | ||||||||||||||||||||||||
President
and Chief Executive Officer | 2013 | 181,330 | 21,469 | — | 6,000 | 24,084 | 232,883 | |||||||||||||||||||||||||
Elmer G. McLaughlin (5) | 2014 | 136,375 | 10,790 | 153,861 | 72,406 | — | 94,642 | 468,074 | ||||||||||||||||||||||||
Executive
Vice President, Chief Operating Officer and Corporate Secretary | 2013 | 132,976 | 19,082 | — | — | 93,751 | 245,809 | |||||||||||||||||||||||||
Vicki A. March | 2014 | 103,353 | 8,767 | 131,881 | 62,063 | — | 128,589 | 434,653 | ||||||||||||||||||||||||
Senior
Vice President, Chief Financial Officer and Treasurer | 2013 | 100,759 | 15,456 | — | — | 69,152 | 185,367 |
(1) | Reflects amounts earned under the Bank’s discretionary cash bonus program. |
(2) | This amount reflects the aggregate grant date fair value for outstanding restricted stock awards granted during fiscal 2014, computed in accordance with FASB ASC Topic 718. The amounts were calculated based on the Company’s stock price as of the date of grant, which was $11.33. When shares become vested and are distributed from the trust in which they are held, the recipient will also receive an amount equal to accumulated cash and stock dividends (if any) paid with respect thereto, plus earnings thereon. |
(3) | This amount reflects the aggregate grant date fair value for outstanding stock option awards granted during fiscal 2014, computed in accordance with FASB ASC Topic 718. The aggregate grant date fair market value for outstanding stock option awards was calculated on the stock price as of the grant date, which was $11.33, using the Black-Scholes option pricing model and a dividend yield of 2.12%, expected volatility of 14.42%, risk-free interest rate of 2.70% and expected lives of 10 years. |
(4) | Details of the amounts reported in the “All Other Compensation” column are provided in the table below. The table excludes perquisites, which did not exceed $10,000 in the aggregate for each named executive officer: |
Item | William F. Ritzmann | Elmer G. McLaughlin | Vicki A. March | |||||||||
Employer matching contribution to 401(k) plan | $ | 8,750 | $ | 676 | $ | 7,658 | ||||||
Market value of allocations under the employee stock ownership plan | 18,198 | 20,406 | 14,856 | |||||||||
Value of insurance premiums under endorsement method split-dollar life insurance arrangement | 481 | 1,792 | 1,168 | |||||||||
Dividends paid on stock awards | 582 | 815 | 698 | |||||||||
Contributions to Executive Supplemental Retirement Income Agreement Trust (“SRIAT”) | — | 50,227 | 58,504 | |||||||||
Tax indemnification payment for income recognized on contributions to SRIAT | — | 20,726 | 45,705 | |||||||||
Total | $ | 28,011 | $ | 94,642 | $ | 128,589 |
(5) | Mr. Ritzmann retired as President and Chief Executive Officer of the Company and the Bank effective June 30, 2014. On that date, Mr. McLaughlin was appointed as President and Chief Executive Officer at the Company and the Bank. |