Northeast Community Bancorp : Notice of 2025 Annual Meeting, Proxy Statement and 2024 Annual Report

Published: 2025-04-15 09:19:02 ET NECB

NOTICE OF 202 ANNUAL MEETING,

PROXY STATEMENT AND 2024 ANNUAL REPORT

NORTHEAST COMMUNITY BANCORP, INC.

Corporate Profile

NorthEast Community Bancorp, Inc., headquartered in White Plains, New York, is the holding company for NorthEast Community Bank. Established in 1934, NorthEast Community Bank is a community-oriented financial institution offering traditional financial services to consumers and businesses in its market area. We conduct our lending activities throughout New York, Massachusetts, and New Jersey. We attract deposits from the general public and use those funds to originate multi-family and mixed-use construction loans, multi-family and mixed- use permanent loans, commercial and industrial loans and limited consumer loans, which we hold for investment.

Transfer Agent

Continental Stock Transfer & Trust

1 State Street, 30th Floor

New York, NY 10004 212-509-4000 www.continentalstock.com/shareholders

Stock Listing

NorthEast Community Bancorp, Inc.'s

common stock is quoted on the Nasdaq (Nasdaq: NECB)

Locations

Corporate Headquarters and Main Office Annex

325

Hamilton Avenue

55 Church Street

White Plains, New York 10601

Bank Branches

325

Hamilton Avenue

1355 First Avenue

White Plains, New York 10601

New York, New York 10021

590

East 187th Street

72 West Eckerson Road

Bronx, New York 10458

Spring Valley, New York 10977

242 West 23rd Street

87 Elm Street

New York, New York 10011

Danvers, Massachusetts 01923

281

Quincy Avenue

35 Edgell Road

Quincy, Massachusetts 02169

Framingham, Massachusetts 01017

52 Bakertown Road,

1 Freeland Street

Palm Tree, New York 10950

Monroe, New York 10950

166

Route 59

3 Winterton Road

Monsey, New York 10950

Bloomingburg, New York 12721

Loan Production Office

301

North Main Street, Suite 5

New City, New York 10956

April 11, 2025

Dear Stockholder:

You are cordially invited to attend the annual meeting of stockholders of NorthEast Community Bancorp, Inc. (the "Company"). The annual meeting will be conducted solely online via live webcast on Thursday, May 22, 2025 at 9:00 a.m., local time.

The notice of annual meeting and proxy statement appearing on the following pages describe the formal business to be transacted at the meeting. Directors and officers of the Company, as well as a representative of S.R. Snodgrass, P.C., the Company's independent registered public accounting firm, will be present to respond to appropriate questions of stockholders.

It is important that your shares are represented at this meeting, whether or not you attend the meeting in person and regardless of the number of shares you own. To make sure your shares are represented, we urge you to vote online or via telephone or to complete and mail a proxy card. You can revoke a proxy at any time before its exercise at the meeting by following the instructions in the proxy statement.

Sincerely,

Kenneth A. Martinek

Chairman and Chief Executive Officer

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325 Hamilton Avenue

White Plains, New York 10601

NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS

TIME AND DATE 9:00 a.m., local time, on Thursday, May 22, 2025

PLACEThe annual meeting will be conducted solely online via live webcast. You will be able to attend and participate in the annual meeting online, vote your shares electronically by entering the control number on your proxy card, and submit your questions during the meeting by visiting: https://www.cstproxy.com/necb/2025 at the date and time described in the accompanying proxy statement. There is no physical location for the annual meeting.

ITEMS OF BUSINESS

RECORD DATE

To vote, you must have been a stockholder at the close of business on April 4, 2025.

PROXY VOTING

It is important that your shares be represented and voted at the meeting. You can vote your

shares online or via telephone or by completing and returning a proxy card or voting

instruction card. Voting instructions are printed on the notice of internet availability of

proxy materials sent to you and are included in the accompanying proxy statement. You

can revoke a proxy at any time before its exercise at the meeting by following the

instructions in the proxy statement.

BY ORDER OF THE BOARD OF DIRECTORS

Anne Stevenson-DeBlasi

Corporate Secretary

White Plains, New York

April 11, 2025

Note: Whether or not you plan to attend the annual meeting, please vote online or by telephone or by marking, signing, dating and promptly returning the enclosed proxy card or voting instruction card.

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NORTHEAST COMMUNITY BANCORP, INC.

PROXY STATEMENT

This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors of NorthEast Community Bancorp, Inc. (the "Company" or "NorthEast Community Bancorp") to be used at the annual meeting of stockholders of the Company. The Company is the holding company for NorthEast Community Bank (the "Bank"). The annual meeting will be held on Thursday, May 22, 2025 and will be conducted solely online via live webcast. You will be able to attend and participate in the annual meeting online, vote your shares electronically by entering the control number on your proxy card, and submit your questions during the meeting by visiting: https://www.cstproxy.com/necb/2025 at the date and time described in this proxy statement. There is no physical location for the annual meeting.

This proxy statement and the Company's annual report to stockholders for the year ended December 31, 2024 are available online at www.cstproxy.com/necb/2025.

VOTING AND PROXY PROCEDURE

Who Can Vote at the Meeting

You are entitled to vote your shares of Company common stock if the records of the Company show that you held your shares as of the close of business on April 4, 2025. If your shares are held in a stock brokerage account or by a bank or other nominees, you are considered the beneficial owner of shares held in "street name" and these proxy materials are being forwarded to you by your broker, bank or other nominee. As the beneficial owner, you have the right to direct your broker on how to vote your shares. Your broker, bank or other nominee has enclosed a voting instruction form for you to use in directing it on how to vote your shares.

As of the close of business on April 4, 2025, 14,023,376 shares of Company common stock were outstanding and entitled to vote. Each share of common stock has one vote. The Company's articles of incorporation generally provide that record holders of the Company's common stock who beneficially own, either directly or indirectly, in excess of 10% of the Company's outstanding shares are not entitled to any vote with respect to those shares held in excess of the 10% limit. However, a majority of the Company's disinterested directors may approve a stockholder acquiring and voting in excess of 10% of the Company's outstanding shares before the stockholder acquires any shares in excess of the 10% limit.

The Company and the Bank are parties to a written agreement with The Stilwell Group with respect to the voting of their shares of Company common stock. For more information regarding this agreement, see "Stockholder Agreement" below.

Advance Voting Methods

Even if you plan to attend the virtual annual meeting, please vote in advance of the meeting using any one of the following advance voting methods (see page 5 for additional details).

Attending and Voting at the Meeting

You will be able to attend the annual meeting via live audio webcast by visiting the Company's virtual meeting website at https://www.cstproxy.com/necb/2025on Thursday, May 22, 2025, at 9:00 a.m. Eastern time. Upon visiting the meeting website, you will be prompted to enter your 12-digit Control Number provided to you on your proxy card. Your unique Control Number allows us to identify you as a stockholder and will enable you to securely log on, vote and submit questions during the annual meeting on the meeting website. Further instructions on how to attend and participate via the internet, including how to demonstrate proof of stock ownership, are available at www.cstproxyvote.com.

Vote Required

The annual meeting will be held only if there is a quorum. A majority of the outstanding shares of Company common stock entitled to vote, represented in person or by proxy, constitutes a quorum. If you return valid proxy instructions or attend the meeting via live webcast, your shares will be counted for purposes of determining whether there is a quorum, even if you abstain from voting. Broker non-votes also will be counted for purposes of determining the existence of a quorum. A broker non-vote occurs when a broker, bank or other nominee holding shares for a beneficial owner does not vote on a particular proposal because the broker, bank or other nominee does not have discretionary voting power with respect to that item and has not received voting instructions from the beneficial owner.

Proposal 1. In voting on the election of directors, you may vote in favor of the nominees or withhold votes as to the nominees. There is no cumulative voting for the election of directors. Directors are elected by a plurality of the votes cast at the annual meeting. "Plurality" means that the nominees receiving the largest number of votes cast will be elected up to the maximum number of directors to be elected at the annual meeting. The maximum number of directors to be elected at the annual meeting is three. In the election of directors, votes that are withheld will have no effect on the outcome of the election.

Proposal 2. In voting on the ratification of the appointment of S.R. Snodgrass, P.C. as the Company's independent registered public accounting firm, you may vote in favor of the proposal, vote against the proposal, or abstain from voting. To be approved, this proposal requires the affirmative vote of a majority of the votes cast at the annual meeting. In counting votes on this proposal, abstentions and broker non-votes will have no impact on the outcome of the proposal.

Abstentions and Broker Non-Votes

Abstentions and "broker non-votes" are not considered "votes cast" and will therefore have no effect on the outcome of any vote taken at the annual meeting. A broker non-vote occurs when a broker, bank or other nominee holding shares for a beneficial owner does not vote on a particular proposal because the broker, bank or other nominee does not have discretionary voting power with respect to that item and has not received voting instructions from the beneficial owner. Broker non-votes will be counted for purposes of determining the existence of a quorum.

Effect of Not Casting Your Vote

If you hold your shares in street name, it is critical that you cast your vote if you want it to count in the election of directors (Proposal 1). Current regulations restrict the ability of your bank or broker to vote your uninstructed shares in the election of directors and other matters on a discretionary basis. Thus, if you hold your shares in street name and you do not instruct your bank or broker how to vote in the election of directors, no votes will be cast on your behalf. These are referred to as broker non-votes. Your bank or broker will, however, continue to have discretion to vote any uninstructed shares on the ratification of the appointment of the Company's independent registered public accounting firm (Proposal 2).

If you are a stockholder of record and you do not cast your vote, no votes will be cast on your behalf on any of the items of business at the annual meeting.

Voting by Proxy

This proxy statement is being sent to you by the Board of Directors of the Company to request that you allow your shares of the Company common stock to be represented at the annual meeting by the persons named in the enclosed proxy card. All shares of Company common stock represented at the meeting by properly executed and dated proxies will be voted according to the instructions indicated on the proxy card. If you vote online or by telephone, or if you sign, date, and return a proxy card without giving voting instructions, your shares will be voted as recommended by the Company's Board of Directors.

The Board of Directors recommends that you vote:

If any matter not described in this proxy statement is properly presented at the annual meeting, the persons named in the proxy card will use their judgment to determine how to vote your shares. This includes a motion to adjourn or postpone the meeting to solicit additional proxies. If the annual meeting is postponed or adjourned, your shares of Company common stock may also be voted by the persons named in the proxy card on the new meeting date, unless you have revoked your proxy. The Company does not know of any other matters to be presented at the annual meeting.

You may revoke your proxy at any time before the vote is taken at the annual meeting. To revoke your proxy, you must either advise the Corporate Secretary of the Company in writing before your Company common stock has been voted at the annual meeting, deliver a later-dated valid proxy or attend the meeting and vote your shares online. In addition, if you voted by telephone or via the Internet, you may revoke your vote by following the instructions provided for each. Attendance at the virtual annual meeting will not in itself constitute revocation of your proxy.

If your Company common stock is held in street name, you will receive instructions from your broker, bank or other nominee that you must follow to have your shares voted. Your broker, bank or other nominee may allow you to deliver your voting instructions by telephone or by the Internet. Please see the instruction form provided by your broker, bank or other nominee that accompanies this proxy statement. If you wish to change your voting instructions after you have returned your voting instruction form to your broker, bank or other nominees, you must contact your broker, bank or other nominee.

Participants in the Bank's ESOP and 401(k) Plan

If you are a participant in the NorthEast Community Bank Employee Stock Ownership Plan (the "ESOP") or hold shares of Company common stock through the NorthEast Community Bank 401(k) Retirement Savings Plan (the "401(k) Plan"), you will receive a voting instruction form from each plan that reflects all shares you may vote under these plans.

All shares held by the ESOP are voted by the ESOP trustees, but each participant in the ESOP may direct the trustees on how to vote the shares of Company common stock allocated to his or her account. Unallocated shares and allocated shares for which no timely voting instructions are received will be voted by the ESOP trustees as directed by the ESOP Committee consisting of all of the outside directors of the Board of Directors of the Company.

Under the terms of the 401(k) Plan, you are entitled to direct the trustee how to vote the shares of Company common stock credited to your account in the 401(k) Plan. The 401(k) Plan trustee will vote all shares for which it does not receive timely instructions from participants in the same proportion on each of the proposals as the shares held by participants in the 401(k) Plan voted for and against (or withheld) on each proposal for which voting instructions were timely received.

The deadline for returning your voting instruction forms to the trustees of the ESOP and 401(k) Plan is May 15, 2025.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting

Unless you previously elected to receive paper copies of our proxy materials, we are sending our shareholders a Notice Regarding the Availability of Proxy Materials for the Annual Meeting (the "Notice") that will instruct you on how to access the proxy materials and proxy card to vote your shares by telephone or over the internet. If you would like to receive a paper copy of our proxy materials free of charge, please follow the instructions included in the Notice.

It is anticipated that the Notice will be mailed to shareholders on or before April 11, 2025.

CORPORATE GOVERNANCE

General

The Company periodically reviews its corporate governance policies and procedures to ensure that the Company meets the highest standards of ethical conduct, reports results with accuracy and transparency and maintains full compliance with the laws, rules and regulations that govern the Company's operations. As part of this periodic corporate governance review, the Board of Directors reviews and adopts best corporate governance policies and practices for the Company.

Corporate Governance Policies and Procedures

The Company has adopted a corporate governance policy to govern certain of its activities including, but not limited to: (1) the duties and responsibilities of each director; (2) the composition, duties and responsibilities and operation of the Board of Directors; (3) the selection of the Company's Chairman and Chief Executive Officer; (4) the establishment and operation of Board committees; (5) succession planning; (6) convening executive sessions of independent directors; (7) the Board of Directors' interaction with management and third parties; (8) the distribution of Board materials in advance of meetings; (9) the review of director compensation; (10) the evaluation of the performance of the Board of Directors and of the Chief Executive Officer; and (11) the orientation of new directors and continuing education.

Code of Ethics and Business Conduct

The Company has adopted a Code of Ethics and Business Conduct that is designed to ensure that the Company's directors, executive officers, and employees meet the highest standards of ethical conduct. The Code of Ethics and Business Conduct requires that the Company's directors, executive officers, and employees avoid conflicts of interest, comply with all laws and other legal requirements, conduct business in an honest and ethical manner and otherwise act with integrity and in the Company's best interests. Under the terms of the Code of Ethics and Business Conduct, directors, executive officers, and employees are required to report any conduct that they believe in good faith to be an actual or apparent violation of the Code.

As a mechanism to encourage compliance with the Code of Ethics and Business Conduct, the Company has established procedures to receive, retain and treat complaints received regarding accounting, internal accounting controls or auditing matters. These procedures ensure that individuals may submit concerns regarding questionable accounting or auditing matters in a confidential and anonymous manner. The Code of Ethics and Business Conduct also prohibits the Company from retaliating against any director, executive officer or employee who reports actual or apparent violations of the Code.

Disclaimer

Northeast Community Bancorp Inc. published this content on April 15, 2025, and is solely responsible for the information contained herein. Distributed via , unedited and unaltered, on April 15, 2025 at 13:14 UTC.