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First Niagara seeks to double common shares

First Niagara Financial Group will ask its shareholders to vote on the bank's executive pay packages and on a proposal to increase the number of authorized common shares when the bank convenes its annual shareholders meeting. The meeting will be held at 10 a.m. April 27 in the Larkin at Exchange Building.

The company said in its proxy filing with the Securities and Exchange Commission that the board wants to boost the number of shares it can issue from 250 million to 500 million. It feels the current number is "not adequate to enable us" to issue stock on short notice for acquisitions, capital-raising, paying dividends, splitting stock or providing stock to employees, officers and directors.

There are no such plans right now, but the company said it wanted the flexibility to do so "without the delay and expense" of holding a special shareholders meeting to seek approval.

Currently, 188.5 million shares are outstanding, but the bank will issue another 20.4 million shares with its pending purchase of Harleysville National Corp. in suburban Philadelphia, slated to close early next month.

In a separate issue, the bank announced Friday that it had closed its public offering of 10-year, fixed-rate senior notes, raising $300 million to pay off older debt.

Shareholders will also vote on a nonbinding "say on pay" resolution concerning executives compensation. Such a vote is required for banks that still have government money under the Troubled Asset Relief Program, as First Niagara did a year ago. It has since repaid that money, but officials still decided to have the vote this year because "our board recognizes our stockholders' interest in our compensation programs and policies," the company said.

The company said its compensation is based on "pay for performance" and is "aligned with the long-term interests of stockholders." CEO John R. Koelmel received a total package of $2.53 million, Chief Financial Officer Michael Harrington got $954,742, Executive Vice President Daniel E. Cantara III received $99,951, Executive Vice President J. Lanier Little earned $878,669, and Executive Vice President Frank J. Polino took home $700,523.

For 2010, the company said it will pay Koelmel a base salary of $850,000, while Harrington will get $380,000, Cantara will earn $400,000, Little will receive $330,000, and Polino $275,500.


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