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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. 1)
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))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-12
North Country Financial Corporation
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(Name of Registrant as Specified In Its Charter)
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(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)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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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):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] 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:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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PERSONS WHO POTENTIALLY ARE TO RESPOND TO THE COLLECTION OF INFORMATION
CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A
CURRENTLY VALID OMB CONTROL NUMBER.
SEC 1913 (02-02)
NORTH COUNTRY FINANCIAL CORPORATION
SUPPLEMENT DATED APRIL 27, 2004
TO PROXY STATEMENT DATED APRIL 21, 2004
The following replaces the Summary Compensation Table on page 6 of our Proxy
Statement previously circulated in connection with the May 18, 2004 annual
meeting of shareholders. The Proxy Statement showed duplicate and erroneous 2003
compensation disclosure for John D. Lindroth.
SUMMARY COMPENSATION TABLE
The following table sets forth the compensation received by the named executive
officers for the three years ended December 31, 2003:
Annual Long-Term
Compensation Compensation
------------ ------------
Name and Other Number of Options All Other
Principal Position Year Salary Bonus (1) Annual (2) Granted Compensation (3)
------------------ ---- ------ --------- ---------- ----------------- ----------------
C. James Bess .................... 2003 $152,163 $ 10,000 $ 5,000 0 $ 21,104
President and CEO of the
Corporation and the Bank
John D. Lindroth ................. 2003 $ 0 $ 0 $ 13,200 0 $ 0
Interim CEO and Director
of the Corporation and the
Bank (4)
Sherry Littlejohn ................ 2003 $116,357 $ 0 $ 5,200 0 $ 452
President and CEO of the 2002 $250,000 $ 0 $ 7,200 0 $ 6,000
Corporation and the Bank (5) 2001 $250,000 $ 0 $ 8,700 50,000 $ 10,500
(1) Represents one-time signing bonus for Mr. Bess.
(2) Represents director fees paid. Perquisites and other personal benefits
(valued on the basis of incremental cost to the Corporation) did not exceed
the lesser of $50,000 or 10% of the salary and bonus for any of the named
executive officers for any year.
(3) The amounts shown include the taxable amount of group life insurance cost
paid by the Corporation for Mr. Bess $4,713 and Ms. Littlejohn $452. Other
compensation for Mr. Bess includes the amounts paid by the Corporation for
housing and the taxable portion of the benefit of a corporate owned auto
provided for Mr. Bess' use.
(4) Mr. Lindroth served as Interim CEO for the period of May 27, 2003 through
August 1, 2003 at which time Mr. Bess assumed the CEO position. The fees
shown in the table, $13,200 represents director fees paid to Mr. Lindroth
for the entire 2003 year. Mr. Lindroth received no compensation from the
Corporation or the Bank for serving as "interim" CEO.
(5) Ms. Littlejohn resigned from her positions with the Corporation and the
Bank on May 21, 2003.