Letter Highlights that the Two Leading
Independent Proxy Advisory Firms, ISS and Glass Lewis, Have
Recommended that FISI Shareholders Vote the BLUE
Proxy Card FOR ALL of FISI’s Director Nominees
Financial Institutions, Inc. (Nasdaq:FISI), the parent company of
Five Star Bank, Scott Danahy Naylon and Courier Capital, today
announced that it has sent a letter to shareholders, together with
a
BLUE proxy card, urging them to follow the
recommendations of the two leading, independent proxy advisory
firms, Institutional Shareholder Services and Glass, Lewis &
Co., and
VOTE the
BLUE proxy card
TODAY FOR the election of all
four of the FISI Board of Directors’ highly-qualified and very
experienced 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. The letter to FISI shareholders can be found at:
www.votefisi.com.
The full text of the letter is as follows:
IMPORTANT RECENT
DEVELOPMENTS!
THE TWO LEADING INDEPENDENT PROXY
ADVISORY FIRMS, ISS AND GLASS LEWIS, RECOMMEND THAT FISI
SHAREHOLDERS VOTE THE BLUE PROXY CARD FOR ALL OF FISI’S DIRECTOR
NOMINEES
May 26, 2016
Dear Fellow Shareholder –
We are extremely pleased to inform you that, over the past week,
the two leading independent proxy advisory firms, Institutional
Shareholder Services (“ISS”) and Glass Lewis & Co., LLC (“Glass
Lewis”), issued reports recommending that FISI shareholders vote
the BLUE proxy card FOR ALL four
of FISI’s highly-qualified and very experienced director nominees –
Martin Birmingham, Samuel Gullo, Kim VanGelder and
James Wyckoff – standing for election at our
upcoming 2016 Annual Meeting. In their reports, ISS and Glass
Lewis recognized FISI’s clear strategic direction, strong financial
performance and record of outperforming its peers in returning
value to shareholders. ISS and Glass Lewis also both came to the
same conclusion that the dissident shareholder, Clover Partners,
L.P., has not made a compelling case that additional change in
FISI’s board composition is warranted.
FISI’S STRATEGIC DIRECTION, STRONG
FINANCIAL PERFORMANCE AND SUPERIOR SHAREHOLDER RETURNS ARE
RECOGNIZED BY THE TWO LEADING INDEPENDENT PROXY ADVISORY
FIRMS
|
ISS |
Glass
Lewis |
Strength of Strategic Growth Plan |
“FISI has delivered solid
growth and profitability over the past five years.” |
“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.” |
Superior Shareholder Returns |
“On a five-year and
three-year basis, the Company's TSR [total shareholder return]
appears to have handily outperformed peers through the date at
which the dissident's involvement first became public.”
|
“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.” |
Concerns About Clover Partners |
“Moreover, FISI's
outperformance was reduced after the dissident filed its 13D, which
does not suggest the market believed the company was in need of an
intervention.” |
“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.” |
Conclusion |
“As the dissident
[Clover Partners] has not made a compelling case that additional
change in the board level is warranted, votes FOR all management
nominees – Birmingham, Gullo, VanGelder, and Wyckoff – are
warranted.” |
“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.” |
|
|
|
We are very pleased that the two leading
independent and highly reputable proxy advisory firms, ISS and
Glass Lewis, carefully reviewed the voting alternatives and came to
the same conclusion in recommending that shareholders should 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 their recommendations,
both ISS and Glass Lewis recognized that your Board’s strategic
plan has been producing superior returns for shareholders over the
last three years. Delivering value to our shareholders remains our
top priority. We believe that our strategic plan will continue to
drive growth and profitability and create superior value for
shareholders and its success has been demonstrated by numerous
measures of FISI’s overall performance, including the
following:
- 66% in total shareholder returns1
- 50% growth in FISI stock price
- $32 million returned to shareholders through
dividends
- 21% growth in net income; over 20% growth in loans,
deposits and assets
- 21% growth in commercial business loans, 37% growth in
commercial mortgages, and a 52% decrease in nonperforming
loans
YOUR VOTE IS IMPORTANT FOR THE FUTURE OF
FISI
Only the latest dated proxy card counts,
so please vote the BLUE proxy card again TODAY!
The upcoming Annual Meeting, which is only days away on June
3rd, is a significant event that could determine the future of
FISI. We strongly urge all shareholders to follow the
recommendations of the two leading, independent proxy advisory
firms, ISS and Glass Lewis, and VOTE the BLUE
proxy card TODAY FOR ALL your
Board’s four highly-qualified and very experienced nominees:
Martin Birmingham, Samuel Gullo, Kim VanGelder and
James Wyckoff. Voting the
BLUE proxy card will ensure that FISI is best
positioned to continue executing on a strategic plan that
has delivered increased growth, increased profitability, and
achieved a 66% increase in total shareholder returns over the past
three years.
We also urge you NOT to sign or return any white proxy card or
voting instruction form that you 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. If
you do sign a white proxy card that is sent to you by Clover
Partners, however, you have the right to change your vote by using
the enclosed BLUE proxy card. Only the
latest dated proxy card or voting instruction form you vote will be
counted.
We encourage you to visit www.votefisi.com for more information
about the Annual Meeting.
Thank you for your continued support and patience as we strive
to ensure that we are providing you with the information necessary
to make a fully informed voting decision.
Sincerely,
Board of Directors of Financial Institutions,
Inc.
1 All calculations are based on three-year period ending
December 31, 2015.
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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