

Dear Stockholder:
On behalf of the Board of Directors and management of Dimeco, Inc. (the “Company”), we cordially invite you to attend our 2022 Annual Meeting of Stockholders. The Annual Meeting will be held at the Community Room of the Chamber of the Northern Poconos located at 32 Commercial Street, Honesdale, Pennsylvania, on Thursday, April 28, 2022, at 2:00 p.m. local time. The attached Notice of Annual Meeting and Proxy Statement describe the formal business we expect to act upon at the Annual Meeting. Our directors and officers will be present to respond to any questions stockholders may have.
Your vote is important, regardless of the number of shares you own and regardless of whether you plan to attend the Annual Meeting. We encourage you to read the enclosed proxy statement carefully and vote your proxy as promptly as possible because a failure to do so could cause a delay in the Annual Meeting and result in additional expense to the Company. We offer multiple methods for you to vote your shares. You may vote in person on the day of the Annual Meeting, online, by telephone or by mail. A postage-paid return envelope is enclosed for your convenience if you choose to return your proxy vote by mail.
Returning your proxy will not prevent you from voting in person, but it will assure that your vote will be counted if you are unable to attend the Annual Meeting. If you do decide to attend the Annual Meeting and want to change your vote at that time, you will be able to do so. If you are planning to attend the Annual Meeting, kindly let us know when you cast your vote.
Sincerely,
820 Church Street
Honesdale, Pennsylvania 18431
Annual Meeting of Stockholder to be held April 28, 2022
Notice is hereby given that the Annual Meeting of Stockholders of Dimeco, Inc., will be held at the Community Room of the Chamber of the Northern Poconos located at 32 Commercial Street, Honesdale, Pennsylvania, on Thursday, April 28, 2022, at 2:00 p.m., local time, for the following purposes:
- To elect three directors;
- To ratify the appointment of S.R. Snodgrass, P.C. as our independent auditors for the fiscal year ending December 31, 2022; and
- To transact any other business that may properly come before the Annual Meeting and any adjournments or postponements thereof.
The Board of Directors is not aware of any other business to come before the Annual Meeting. Stockholders of record at the close of business on February 28, 2022 are the stockholders entitled to vote at the Annual Meeting and at any adjournments thereof.
Your vote is very important, regardless of the number of shares you own. We encourage you to vote by proxy so that your shares will be represented and voted at the Annual Meeting even if you cannot attend. All stockholders of record can vote online, by telephone or by written proxy card. To obtain directions to attend the Annual Meeting and vote in person, please call Effie Slattery at 570-253-1970. However, if you are a stockholder whose shares are not registered in your own name, you will need additional documentation from your record holder to vote in person at the Annual Meeting.
By Order of the Board of Directors
Secretary
March 24, 2022
General
The board of directors recommends a vote:
- “FOR” the election of the Board’s nominees to serve for a three-year term or until their successors are duly elected and qualified;
- “FOR” ratification of S.R. Snodgrass, P.C. as our independent registered public accounting firm.
Principal Holders of Our Common Stock
Name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership (1) | Percent of Shares of Common Stock Outstanding (%) |
---|---|---|
Henry M. Skier
820 Church Street Honesdale, Pennsylvania 18431
(1) See "Proposal 1. Election of Directors" |
181,607 | 7.1% |
Beneficial Ownership of Executive Officers And Directors
Name and Positions with Company | Age (1) | Year First Elected or Appointed (2) | Current Term To Expire | Shares of Common Stock Beneficially Owned (1)(3) | Percent Owned |
---|---|---|---|---|---|
Gregory J. Frigoletto - Director | 52 | 2018 | 2022 | 4,119 | * |
Henry M. Skier - Director | 81 | 1993 | 2022 | 181.607 | 7.1% |
Todd J. Stephens - Director, Vice Chairman of the Board | 52 | 2010 | 2022 | 14,105 | * |
Name and Positions with Company | Age (1) | Year First Elected or Appointed (2) | Current Term To Expire | Shares of Common Stock Beneficially Owned (1)(3) | Percent Owned |
---|---|---|---|---|---|
Gary C. Beilman - Director |
67
|
2005 | 2023 | 32,552 | 1.3% |
Brian T. Kelly - Director | 51 | 2018 | 2023 | 3,958 | * |
Thomas A. Peifer - Director | 79 | 1993 | 2023 | 48,157 | 1.9% |
David D. Reynolds, M.D. - Director | 58 | 2015 | 2023 | 27,483 | 1.1% |
Peter Bochnovich - President, Chief Executive Officer and Director | 60 | 2020 | 2024 | 12,720 | * |
Barbara J. Genzlinger - Director | 70 | 1998 | 2024 | 19,260 | * |
John S. Kiesendahl - Director, Chairman of the Board | 75 | 1993 | 2024 | 38,222 | 1.5% |
John F. Spall - Director, Secretary | 75 | 1999 | 2024 | 72,300 | 2.8% |
Name and Positions with Company | Age (1) | Year First Elected or Appointed (2) | Current Term To Expire | Shares of Common Stock Beneficially Owned (1)(3) | Percent Owned |
---|---|---|---|---|---|
William R. Boyle - Senior Vice President, Chief Lending Officer | 62 | - | - | 2,920 | * |
Jeffrey J. Roche - Senior Vice President, Chief Financial Officer, Treasurer and Asst. Secretary | 52 | - | - | 3,360 | * |
Directors, nominees and named executive officers of the Company (13 persons) |
- | - | - | 460,764 | 18.0% |
(2) Refers to the year the individual first became a director of the Company.
(3) The share amounts include 2,500 shares for Mr. Frigoletto, 100 shares for Mr. Beilman, 2,350 shares for Mr. Kelly, 2,500 shares for Dr. Reynolds, 240 shares for Mr. Bochnovich, 100 shares for Ms. Genzlinger, 150 shares for Mr. Boyle and 2,100 shares for Mr. Roche that may be acquired through the exercise of stock options within sixty days of the Record Date under the stock option plans.
* Less than 1% of Common Stock outstanding.
Henry M. Skier is President of A.M. Skier Agency, Inc., an insurance agency, located in Hawley, Pennsylvania since 1973. Mr. Skier has been a member of the Bank’s Board of Directors since 1982. He has participated in many Board committees during his tenure on the board. He is a lifelong resident of Honesdale and is involved in numerous community and civic affairs in Wayne County along with involvement in various summer camping organizations. His business, A.M. Skier Agency, Inc., is one of the largest independent insurers of children’s summer camps in the United States. Additionally, Mr. Skier has been a founder, director and officer in numerous camp related entities on both the state and national levels. As such, he brings to the Board an expertise regarding this industry in which the Bank has a loan concentration.
Compensation Committee. The 2021 Compensation Committee was comprised of Directors Kiesendahl, Skier and Stephens, each of whom was considered independent under the rules of The NASDAQ Stock Market. Decisions regarding the compensation of our executives are made by the Compensation Committee. They have the strategic and administrative responsibility for ensuring that key management employees are compensated effectively in addition to oversight of all executive compensation plans and employee benefits. The Committee met six times during the 2021 fiscal year.
Audit Committee. The Audit Committee was comprised of Directors Beilman, Kelly, Peifer and Reynolds. The Audit Committee is a standing committee that is responsible for developing and maintaining the Company’s and the Bank’s audit program. The Company believes that all members of the Audit Committee qualify as independent directors under the rules of The NASDAQ Stock Market including the specific independence requirements for Audit Committee members. The Committee also meets with the independent auditors to discuss the results of the annual audit and any related matters. The Committee met four times in fiscal year 2021.
Communications with DirectorsSet forth below is a table providing information concerning the compensation of the non-employee directors of the Company for the last completed fiscal year. There was no other compensation paid during the last fiscal year.
Name(1)(2) |
Fees Earned
or Paid in Cash
|
Stock
Awards(3)
|
Option
Awards (4)
|
All other
Compensation (5)
|
Total |
---|---|---|---|---|---|
Gary C. Beilman | $ 35,000 | $4,308 | $10,770 | $218 | $50,296 |
Gregory J. Frigoletto | $ 35,000 | $4,308 | $10,770 | $133 | $50,211 |
Barbara J. Genzlinger | $ 35,000 | $4,308 | $10,770 | $218 | $50,296 |
Brian T. Kelly | $ 35,000 | $4,308 | $10,770 | $133 | $50,211 |
John S. Kiesendahl | $ 35,000 | $4,308 | $10,770 | $218 | $50,296 |
Thomas A. Peifer | $ 35,000 | $4,308 | $10,770 | $218 | $50,296 |
David D. Reynolds, M.D. | $ 35,000 | $4,308 | $10,770 | $133 | $50,211 |
Henry M. Skier | $ 35,000 | $4,308 | $10,770 | $218 | $50,296 |
John F. Spall | $ 35,000 | $4,308 | $10,770 | $218 | $50,296 |
Todd J. Stephens |
$ 35,000 | $4,308 | $10,770 | $218 | $50,296 |
John F. Spall
Secretary
March 24, 2022