Republic First Bank announced Oct. 4 it entered into a multiyear cooperation agreement with Driver Management, an activist investor group that was at the center of a protracted proxy fight at the financial institution.
The announcement follows the resolution of that contest and more recent drama, with both Driver Management and the Norcross Braca Group – another activist investor involved in the proxy battle – expressing concerns about a litany of issues, including the age and employment agreement for interim CEO and Executive Chair of the Board Harry Madonna, who took over the leadership roles following the ouster of Vernon Hill.
Under the terms of the cooperation agreement, the company appointed Peter Bartholow to its board of directors with a term expiring at the company’s annual shareholder meeting — which has been indefinitely delayed due to the fallout and prolonged stalemate from that proxy battle.
The company says Bartholow will be included on its slate of candidates standing for election at the 2022 Annual Meeting. He is the former CFO and COO and board member of Texas Capital Bancshares.
Republic First notes that with his addition to the board, one third of the directors will have joined within the past three months and two thirds will have joined within the past six years.
In addition, Driver Management agreed to withdraw its notice of intent to nominate director candidates for election at the 2022 Annual Meeting and cease all solicitations or proxies and other activities in connection with the meeting. Driver also agreed to customary standstill provisions and voting commitments during the term of the agreement.
“We are pleased to have reached this cooperation framework with Driver Management, which we believe is in the best interests of the company, our shareholders and the other constituencies we serve,” said Madonna. “Peter is a welcome addition to our board and brings an extensive knowledge of capital markets and mergers and acquisitions, particularly in the community banking space. The company looks forward to leveraging his experience as we continue to serve our communities and position the company for value creation while we pursue our ongoing strategic review with Driver Management going forward.”
“Driver Management is appreciative of the collaborative and constructive approach taken by the board in reaching this cooperation agreement,” said Abbott Cooper, managing member of Driver Management. “The board’s addition of Peter and its commitment to a full review of its strategic direction with its advisors are pivotal steps forward. We look forward to continued discourse and collaboration with the company to unlock value.”
More: The battle for Republic First Bank
Click on any link below for the most recent developments:
- Proxy fight over, Republic Bank drama picks back up
- Republic First Bank announces strategic review
- Madonna named interim chair at Republic Bank
- Appeals court overturns custodian appointment
- Judge orders special board election for July
- Custodian appointed in Republic First Bank saga
- Federal judge shoots down Hill’s injunction bid
- Republic Bank CEO Hill files federal lawsuit to stop ouster
- Norcross withdraws Republic Bank lawsuit, Hill moves to block ouster
- Hill out as Republic Bank chairman, Madonna named interim
- Death of Republic Bank director could reshape proxy fight
- Judge prods Republic First Bank board for response in proxy fight
- Norcross group backs Driver slate in Republic Bank battle
- Business giants square off in battle for Republic First Bancorp