Financial Institutions Declares Victory in its
Proxy Contest Against Clover Partners, L.P.
Financial Institutions, Inc. (Nasdaq:FISI), the parent company of
Five Star Bank, Scott Danahy Naylon and Courier Capital, today
announced that, based on a preliminary vote count provided by
Financial Institutions’ proxy solicitor, all four of Financial
Institutions’ highly-qualified and very experienced director
nominees -
Martin Birmingham, Samuel Gullo, Kim
VanGelder and
James Wyckoff - were
elected by extremely wide margins to the Board of Directors at the
2016 Annual Meeting of Shareholders held earlier today.
Robert N. Latella, Chairman of the Board, said,
“Our Board and management are thankful for the strong support of
our shareholders. We strongly believe the voting results underscore
that a vast majority of our shareholders fully comprehend our
strategy and are confident in our strategic direction. Creating
value for our shareholders remains our top priority. We look
forward to continuing to execute on a strategic plan that has
delivered increased growth, increased profitability, and achieved,
as of the three-year period ended December 31, 2015, a 66% increase
in total shareholder returns.”
Excluding shares voted by Clover Partners, L.P.
or its affiliates, Financial Institutions estimates that Clover
Partners’ nominees received votes equating to less than 18% of the
outstanding shares. The final tabulation of results will be
completed by the independent tabulation and voting certification
firm IVS Associates, Inc., which served as the Independent
Inspector of Elections, and are expected to be made publicly
available next week.
In other business conducted at the 2016 Annual
Meeting, shareholders:
- Approved on an advisory basis the compensation of Financial
Institutions’ named executive officers; and
- Ratified the appointment of KPMG LLP as Financial Institutions’
independent registered public accounting firm for the fiscal year
ending December 31, 2016.
Further details regarding the results of the
2016 Annual Meeting will be contained in a Current Report on Form
8-K that Financial Institutions will be filing with the Securities
and Exchange Commission (SEC) next week. This filing will be
available at no charge at the SEC’s web site at www.sec.gov. Copies
will also be available at no charge at the Investor Relations
section of our corporate website at www.fiiwarsaw.com.
Credit Suisse served as financial advisor to
Financial Institutions in connection with the proxy contest.
Morgan, Lewis & Bockius LLP and Harter Secrest & Emery LLP
served as legal advisors to Financial Institutions.
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 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, 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.
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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