Two Leading Proxy Advisory Firms Recognize the
Strength of Board’s Strategic Plan in Delivering Value to
Shareholders
Financial Institutions, Inc. (Nasdaq:FISI), the parent company of
Five Star Bank, Scott Danahy Naylon and Courier Capital, today
announced that Glass Lewis & Co., LLC (“Glass Lewis”), a
leading independent proxy advisory firm, has issued a report
recommending that Financial Institutions shareholders vote on the
BLUE proxy card
FOR ALL four of
the Company’s director nominees -
Martin Birmingham, Samuel
Gullo, Kim VanGelder and James Wyckoff - at the 2016
Annual Meeting of Shareholders to be held on June 3, 2016.
Glass Lewis’ clients include institutional investors, mutual funds,
pension funds and other fiduciaries. The Glass Lewis recommendation
follows the recommendation issued last week by Institutional
Shareholder Services (“ISS”) which also recommended that FISI
shareholders vote the
BLUE proxy card
FOR
ALL four of the Company’s director nominees.
In its May 24, 2016 report, Glass Lewis stated:
- “We find that the Company has generally outperformed peers and
regional bank indices over the near-and longer-term, including over
the one-year, three-year and 10-year periods reviewed in our
analysis.”
- “We find no cause for concern with the Company’s strategic
direction, which has been clearly communicated to investors and
upon which management appears to be making progress, in our
view.”
- “Given the Company’s generally favorable financial performance
and clear strategy, we agree with the incumbent board that pursuing
a sale at this juncture, particularly under the duress of a proxy
contest, may not be in the best interests of shareholders.”
Commenting on Clover Partners’ nominees, Glass
Lewis stated:
- “[…] we do not believe the Dissident [Clover Partners] has made
a compelling case that the incumbent board is deficient in [its
financial experience] or that appointing the Dissident Nominees
would likely lead to a more favorable outcome for all shareholders,
particularly those with a long-term perspective.”
- “We are concerned that the Dissident’s [Clover Partners] brief
holding period and publicly stated interest in selling the Company
could deny long-term shareholders the upside potential associated
with the Company’s stand-alone strategy.”
Glass Lewis ultimately concluded that:
- “In conclusion, we do not believe the Dissident [Clover
Partners] has made a compelling case that electing its nominees to
the board is warranted or in the best interests of all shareholders
at this time.”
Commenting on the Glass Lewis report and its
recommendation, FISI issued the following statement:
“We are extremely pleased that a second leading
independent proxy advisory firm, Glass Lewis, has recommended that
shareholders vote FOR ALL four of FISI’s
highly-qualified and very experienced director nominees on the
BLUE proxy card. We are also pleased that in
making its recommendation, Glass Lewis recognized the strength of
the Company’s strategic growth plan and superior performance. We
are confident that our strategic plan is working and will continue
to drive growth and profitability for shareholders. We strongly
urge all shareholders to follow the recommendations of both Glass
Lewis and ISS and vote TODAY on the
BLUE proxy card FOR ALL four of
FISI’s director nominees to ensure that FISI is best positioned to
continue executing on its successful strategic plan that has
delivered total shareholder returns of 66%.”
Shareholders are reminded that, no matter how
many or how few shares they own, their vote is extremely important
for the future of FISI. FISI is asking that shareholders follow the
recommendations of both ISS and Glass Lewis and VOTE
TODAY each and every BLUE proxy
card they receive for the FISI Board’s four highly-qualified and
very experienced nominees: Martin Birmingham, Samuel Gullo,
Kim VanGelder and James Wyckoff. Shareholders
may also vote by phone or Internet by following the instructions on
the BLUE proxy card they have received.
Shareholders are also urged NOT to sign or
return any white proxy card or voting instruction form that they
may receive from Clover Partners. Even a WITHHOLD vote with respect
to Clover Partners’ proposed director nominees on its white proxy
card or voting instruction form will cancel any
BLUE proxy card or voting instruction form
previously given to FISI. Shareholders are also reminded that if
they do sign a white proxy card that is sent to them by Clover
Partners they have the right to change their vote by voting the
BLUE proxy card.
Only the latest dated proxy card or voting
instruction form voted will be counted, so shareholders are urged
to vote TODAY each and every BLUE
proxy card they have received! If you have any questions on how to
vote your shares, please call Morrow & Co., LLC at (203)
658-9400 or toll free at 800-662-5200 or by email at
votefisi@morrowco.com.
For additional information about the Annual
Meeting, shareholders are encouraged to visit www.votefisi.com.
About Financial Institutions,
Inc.
Financial Institutions, Inc. provides
diversified financial services through its subsidiaries, Five Star
Bank, Scott Danahy Naylon and Courier Capital. Five Star Bank
provides a wide range of consumer and commercial banking services
to individuals, municipalities and businesses through a network of
over 50 offices and more than 60 ATMs throughout Western and
Central New York State. Scott Danahy Naylon provides a broad
range of insurance services to personal and business clients across
44 states. Courier Capital provides customized investment
management, investment consulting and retirement plan services to
individuals, businesses, institutions, foundations and retirement
plans. Financial Institutions, Inc. and its subsidiaries employ
approximately 700 individuals. The Company’s stock is listed on the
Nasdaq Global Select Market under the symbol FISI and is a member
of the NASDAQ OMX ABA Community Bank Index. Additional information
is available at the Company’s website: www.fiiwarsaw.com.
Safe Harbor Statement This
press release may contain forward-looking statements as defined by
Section 21E of the Securities Exchange Act of 1934, as amended, and
is subject to the safe harbors created by such laws. These
forward-looking statements can generally be identified as such by
the context of the statements, including words such as “believe,”
“expect,” “anticipate,” “plan,” “may,” “would,” “intend,”
“estimate,” “guidance” and other similar expressions, whether in
the negative or affirmative. Similarly, statements that describe
the objectives, plans or goals of Financial Institutions, Inc.
(“FISI”) are forward-looking. Such forward-looking statements
include, but are not limited to, statements regarding the
anticipated proxy contest by Clover Partners, L.P. and the other
participants in its solicitation, FISI’s ability to continue to
execute on and implement its strategic growth plan, FISI’s
opportunities for continued growth, FISI’s initiatives to improve
its financial and operational performance and increase its growth
and profitability, FISI’s future stock price and dividend growth,
FISI’s future returns to shareholders, FISI’s ability to continue
to strengthen its balance sheet and grow its core business, FISI’s
ability to continue to strengthen its regulatory compliance
procedures, FISI’s ability to continue to profitably grow its
commercial lending business, FISI’s ability to enhance its
competitive position through diversified income streams, FISI’s
ability to leverage its client base to offer its clients additional
fee-based products, FISI’s future returns from its existing
fee-based platforms and the effect of those platforms on overall
shareholder value, FISI’s ability to continue to maintain expense
discipline, FISI’s plans to continue to return cash to its
shareholders through cash dividends and future increases that may
be made thereto, FISI’s actions taken or contemplated to enhance
its long-term prospects and create and return value for its
shareholders, FISI’s future operational and financial performance,
FISI’s future growth and profitability, the effect that the
election of FISI’s nominees to the FISI Board will have on FISI’s
execution of its long-term plan and long-term shareholder value,
and the future effect of FISI’s strategic growth plan on FISI’s
growth, profitability and total shareholder returns. Such
forward-looking statements are not guarantees of future operational
or financial performance and are based on current expectations,
estimates, forecasts and projections and management’s current
beliefs and assumptions, all of which involve a number of
significant risks and uncertainties, any one or more of which could
cause actual results to differ materially from those described in
FISI’s forward-looking statements. There are a number of important
risks and uncertainties that could cause FISI’s actual events or
results to differ materially from those indicated or implied by
such forward-looking statements, including, but not limited to:
FISI’s ability to implement its strategic plan, FISI’s ability to
redeploy investment assets into loan assets, whether FISI
experiences greater credit losses than expected, whether FISI
experiences breaches of its, or third party, information systems,
the attitudes and preferences of FISI’s customers, FISI’s ability
to successfully integrate and profitably operate SDN and Courier
Capital, the competitive environment, fluctuations in the fair
value of securities in its investment portfolio, changes in the
regulatory environment and FISI’s compliance with regulatory
requirements, changes in interest rates, general economic and
credit market conditions nationally and regionally, and the actions
of activist investors, including the amount of related costs
incurred by FISI and the disruption caused to FISI’s business
activities by these actions. Consequently, all forward-looking
statements made herein are qualified by these cautionary statements
and the cautionary language in FISI’s Annual Report on Form 10-K,
its Quarterly Reports on Form 10-Q and other documents filed with
the SEC. Except as required by law, FISI undertakes no
obligation to revise these statements, whether to reflect new
information or the occurrence of unanticipated events or otherwise,
following the date of this press release.
Important Additional Information And
Where To Find ItFinancial Institutions, Inc. (“FISI”), its
directors and certain of its executive officers are deemed to be
participants in the solicitation of proxies from FISI’s
shareholders in connection with the matters to be considered at
FISI’s 2016 Annual Meeting of Shareholders. On April 19, 2016, FISI
filed a definitive proxy statement and accompanying definitive
BLUE proxy card with the Securities and
Exchange Commission (“SEC”) in connection with the solicitation of
proxies from FISI’s shareholders in connection with the matters to
be considered at FISI’s 2016 Annual Meeting of Shareholders.
Information regarding the names of FISI's directors and executive
officers and their respective interests in FISI by security
holdings or otherwise can be found in such definitive proxy
statement, including the schedules and appendices thereto.
INVESTORS AND SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ ANY SUCH
PROXY STATEMENT AND THE ACCOMPANYING BLUE PROXY
CARD AND OTHER DOCUMENTS FILED BY FINANCIAL INSTITUTIONS WITH THE
SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS
THEY WILL CONTAIN IMPORTANT INFORMATION. Shareholders may obtain
the definitive proxy statement, any amendments or supplements to
the proxy statement, the accompanying BLUE proxy
card, and other documents filed by FISI with the SEC for no charge
at the SEC’s website at www.sec.gov. Copies will also be available
at no charge at the Investor Relations section of FISI’s corporate
website at www.fiiwarsaw.com, by writing to FISI’s Corporate
Secretary at Financial Institutions, Inc., 220 Liberty Street,
Warsaw, New York 14569, or by calling FISI’s Corporate Secretary at
(585) 786-1100.
DisclaimerFinancial
Institutions, Inc. has neither sought nor obtained the consent from
any third party to use any statements or information contained in
this press release that have been obtained or derived from
statements made or published by such third parties. Any such
statements or information should not be viewed as indicating the
support of such third parties for the views expressed herein.
For additional information:
Investors:
Kevin B. Klotzbach
Executive Vice President, Chief Financial Officer & Treasurer
Phone: 585.786.1130
Email: KBKlotzbach@five-starbank.com
Jordan Darrow
Darrow Associates
Phone: 631.367.1866
Email: jdarrow@darrowir.com
News Media:
Brandonne Rankin
McDougall Communications
Phone: 585.313.3683
Email: brankin@mcdougallpr.com
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