NBT Bancorp Inc. files Definitive Proxy Statement for 2024 Annual Meeting

Ticker: NBTB · Form: DEF 14A · Filed: Apr 5, 2024 · CIK: 790359

Nbt Bancorp INC DEF 14A Filing Summary
FieldDetail
CompanyNbt Bancorp INC (NBTB)
Form TypeDEF 14A
Filed DateApr 5, 2024
Risk Levellow
Pages16
Reading Time19 min
Key Dollar Amounts$29,800
Sentimentneutral

Sentiment: neutral

Topics: Proxy Statement, Annual Meeting, Executive Compensation, Director Election, Auditor Ratification

Related Tickers: NBTB

TL;DR

<b>NBT Bancorp Inc. announces its 2024 Annual Meeting of Stockholders, detailing proposals for director elections, executive compensation, incentive plans, and auditor ratification.</b>

AI Summary

NBT BANCORP INC (NBTB) filed a Proxy Statement (DEF 14A) with the SEC on April 5, 2024. NBT Bancorp Inc. will hold its 2024 Annual Meeting of Stockholders virtually on May 21, 2024, at 10:00 a.m. EDT. The meeting agenda includes electing thirteen director nominees, approving executive compensation (Say-on-Pay), and approving the 2024 Omnibus Incentive Plan. Stockholders will also vote on ratifying the appointment of KPMG LLP as the independent registered public accounting firm for the year ending December 31, 2024. The record date for determining eligible stockholders is March 22, 2024. Proxy materials, including the 2023 Annual Report, are available online at www.nbtbancorp.com/bn/annual-reports.html.

Why It Matters

For investors and stakeholders tracking NBT BANCORP INC, this filing contains several important signals. The filing provides stockholders with essential information to exercise their voting rights on key corporate governance matters, including executive pay and board composition. The virtual format of the meeting and online availability of materials aim to increase accessibility and encourage participation in the annual shareholder process.

Risk Assessment

Risk Level: low — NBT BANCORP INC shows low risk based on this filing. The filing is a routine proxy statement and does not contain new financial performance data or significant strategic shifts, indicating a low level of immediate risk.

Analyst Insight

Stockholders should review the proposals, particularly regarding executive compensation and the omnibus incentive plan, to make informed voting decisions.

Key Numbers

Key Players & Entities

FAQ

When did NBT BANCORP INC file this DEF 14A?

NBT BANCORP INC filed this Proxy Statement (DEF 14A) with the SEC on April 5, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by NBT BANCORP INC (NBTB).

Where can I read the original DEF 14A filing from NBT BANCORP INC?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by NBT BANCORP INC.

What are the key takeaways from NBT BANCORP INC's DEF 14A?

NBT BANCORP INC filed this DEF 14A on April 5, 2024. Key takeaways: NBT Bancorp Inc. will hold its 2024 Annual Meeting of Stockholders virtually on May 21, 2024, at 10:00 a.m. EDT.. The meeting agenda includes electing thirteen director nominees, approving executive compensation (Say-on-Pay), and approving the 2024 Omnibus Incentive Plan.. Stockholders will also vote on ratifying the appointment of KPMG LLP as the independent registered public accounting firm for the year ending December 31, 2024..

Is NBT BANCORP INC a risky investment based on this filing?

Based on this DEF 14A, NBT BANCORP INC presents a relatively low-risk profile. The filing is a routine proxy statement and does not contain new financial performance data or significant strategic shifts, indicating a low level of immediate risk.

What should investors do after reading NBT BANCORP INC's DEF 14A?

Stockholders should review the proposals, particularly regarding executive compensation and the omnibus incentive plan, to make informed voting decisions. The overall sentiment from this filing is neutral.

Risk Factors

Key Dates

Glossary

DEF 14A
Definitive Proxy Statement filed with the SEC (Standard filing for annual shareholder meetings to provide voting information.)
Say-on-Pay
An advisory shareholder vote on executive compensation. (Allows shareholders to express their opinion on the company's executive pay practices.)
Omnibus Incentive Plan
A plan that allows a company to grant various types of equity-based compensation to employees and executives. (Governs future executive and employee compensation structures.)

Filing Stats: 4,690 words · 19 min read · ~16 pages · Grade level 11.4 · Accepted 2024-04-05 08:34:21

Key Financial Figures

Filing Documents

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 15 Beneficial Ownership of Principal Holders of Voting Securities of NBT 16 Section 16(a) Beneficial Ownership Reporting Compliance 16 Corporate Governance 17 Director Independence 17 Code of Ethics 17 Board Policy Regarding Communications with the Board 17 The Board's Role in Risk Oversight 17 Board Leadership Structure 18 Director Attendance at Board Meetings and Annual Meetings 18 Committees of the Board of Directors 19 Environmental, Social and Governance 21 Policies on Recovery of Awards 24 Director Compensation 25 Compensation Discussion and Analysis 28 Named Executive Officers of NBT Bancorp Inc. 28 Executive Summary 29 What Guides Our Program 30 Roles of the Committee, Management and Consultant 34 2023 Compensation Decisions 36 Other Compensation Practices, Policies and Guidelines 40

Executive Compensation

Executive Compensation 43 Potential Payments Upon Termination or Change in Control 50 Compensation and Benefits Committee Interlocks and Insider Participation 55 Certain Relationships and Related Party Transactions 55 Policies and Procedures Regarding Transactions with Related Persons 55 Compensation and Benefits Committee Report 55 CEO Pay Ratio 56 Pay Versus Performance 57 Audit Committee Report 61 PROPOSAL 2: Non-Binding Advisory Vote Regarding Compensation of the Named Executive Officers of the Company 62 PROPOSAL 3: Approval of the NBT Bancorp Inc. 2024 Omnibus Incentive Plan 63 PROPOSAL 4: Ratification of Appointment of Independent Registered Public Accounting Firm 71 Other Matters 72 Stockholder Proposals for the 2025 Annual Meeting 72 Important Notice Regarding Delivery of Stockholder Documents 72 Other Matters 72 Appendix A: Non-GAAP Reconciliation A-i Appendix B: NBT Bancorp Inc. 2024 Omnibus Incentive Plan B-i 5 TABLE OF CONTENTS PROPOSAL 1: Election of Directors PROPOSAL 1: Election of Directors The Company elects all directors annually. Therefore, all thirteen directors are standing for election at the 2024 Annual Meeting. The persons named in the enclosed proxy intend to vote the shares of our common stock represented by each proxy properly executed and returned to us FOR the election of the aforementioned nominees as directors, but if the nominees should be unable to serve, they will vote such proxies for those substitute nominees as our Board shall designate to replace those nominees who are unable to serve. Our Board currently believes that each nominee will stand for election and will serve if elected as a director. Assuming the presence of a quorum at the Annual Meeting, in order for each of the thirteen director nominees to be elected, more votes must be cast FOR the director nominee than AGAINST (Proposal 1). A director who fails to receive more votes FOR his or her election t

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