UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
(Rule
14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☐
Filed by a Party other than the Registrant ☒
Check the appropriate box:
| ☒ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☐ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Under § 240.14a-12 |
| PEOPLES FINANCIAL CORPORATION |
(Name of Registrant as Specified In Its Charter)
|
| |
STILWELL ACTIVIST INVESTMENTS, L.P.
STILWELL VALUE PARTNERS VII, L.P.
STILWELL ACTIVIST FUND, L.P.
STILWELL VALUE LLC
JOSEPH STILWELL
MEGAN PARISI
STEWART F. PECK
SCOTT M. POLAKOFF
|
(Name of Persons(s) Filing Proxy Statement, if other than the Registrant)
|
Payment of Filing Fee (Check all boxes that apply):
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
PRELIMINARY
COPY SUBJECT TO COMPLETION
DATED MARCH
1, 2024
------------------------------------------------------
Stilwell Activist
Investments, L.P.
111 Broadway,
12th Floor
New York, NY
10006
(787) 985-2194
INFO@STILWELLGROUP.COM
[____], 2024
Dear Fellow Stockholders,
Stilwell and the other Participants
(both as defined in the attached Proxy Statement), beneficially own an aggregate of 594,158 shares of Common Stock, par value $1.00 per
share, of Peoples Financial Corporation (the “Corporation”). We are seeking proxies to vote at the Corporation’s
2024 Annual Meeting of Stockholders, including any adjournments, postponements, continuations or reschedulings thereof (the “Annual
Meeting”), in connection with our bid to elect Stewart F. Peck to the Corporation’s Board of Directors at the Annual Meeting.
The attached Proxy Statement and
the enclosed GREEN universal proxy card are first being furnished to the stockholders on or about [__], 2024.
Please submit the GREEN universal
proxy voting card FOR Stewart F. Peck TODAY. We appreciate your support.
Sincerely,
/s/ Megan Parisi
Megan Parisi
(787) 985-2194
mparisi@stilwellgroup.com
PRELIMINARY COPY SUBJECT TO COMPLETION
DATED MARCH 1, 2024
PEOPLES FINANCIAL CORPORATION
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2024 ANNUAL MEETING OF STOCKHOLDERS
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PROXY STATEMENT OF Stilwell
Activist Investments, L.P.
IN OPPOSITION TO
THE BOARD OF DIRECTORS OF PEOPLES FINANCIAL CORPORATION
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WHY YOU WERE SENT THIS PROXY STATEMENT
Stilwell (as defined below) is one of the largest
stockholders of Peoples Financial Corporation (the “Corporation” or “Peoples Financial”), which,
together with certain other Participants (as defined below), beneficially own an aggregate of 594,158 shares of Common Stock, par value
$1.00 per share (the “Common Stock”), of the Corporation. Stilwell is furnishing this Proxy Statement and accompanying
GREEN universal proxy card to the holders of the Common Stock. We are seeking proxies to vote at the Corporation’s 2024 Annual
Meeting of Stockholders (including any adjournments, postponements, continuations or reschedulings thereof, the “Annual Meeting”)
in connection with our bid to elect Stewart F. Peck (the “Stilwell Nominee”) to the Corporation’s Board of Directors
(the “Board”) at the Annual Meeting. The Annual Meeting is scheduled to be held on Wednesday, April 24, 2024.
The Corporation has not yet announced the time and
location of the Annual Meeting. Similarly, the Corporation has not yet announced the record date for determining stockholders entitled
to notice of and to vote at the Annual Meeting. Once the Corporation announces such information, Stilwell will supplement this Proxy Statement
to include such information. Stockholders who own shares of Common Stock as of the close of business on the record date will be entitled
to vote at the Annual Meeting.
We believe there are currently six (6) directors serving
on the Board, all of whom have terms expiring at the Annual Meeting. As described in more detail below, through this Proxy Statement and
the enclosed GREEN universal proxy card, we are soliciting proxies to elect the Stilwell Nominee.
In addition to the election of directors (“Proposal
1”), we also expect the Corporation to include a proposal for the ratification of the selection of the Corporation’s independent
registered public accounting firm as an item on the agenda to be voted upon by stockholders at the Annual Meeting (“Proposal
2”). To the extent the foregoing proposal is included on the agenda for the Annual Meeting, unless instructed otherwise, proxies
will be voted in favor of Proposal 2. To the extent any other proposals are included on the agenda or presented at the Annual Meeting,
for which we may exercise discretionary voting, proxies will be voted in accordance with the best judgment of the persons named as proxies
on the attached universal proxy card. Additional voting instructions are stated below. This Proxy Statement and GREEN universal
proxy card are first being mailed or furnished to stockholders on or about [__], 2024.
As of the date of this Proxy Statement, the following
members of Stilwell, who beneficially own an aggregate of 594,158 shares of Common Stock, are:
| |
· |
Stilwell Activist Investments,
L.P., a Delaware limited partnership (“Stilwell Activist Investments”); |
| |
· |
Stilwell Activist Fund, L.P.,
a Delaware limited partnership (“Stilwell Activist Fund”); |
| |
· |
Stilwell Value Partners VII,
L.P., a Delaware limited partnership (“Stilwell Value Partners VII”); |
| |
· |
Stilwell Value LLC, a Delaware limited liability company, which is the general partner of Stilwell Activist Investments, Stilwell Activist Fund and Stilwell Value Partners VII; and |
| |
· |
Joseph Stilwell, individually
and as the managing member and sole owner of Stilwell Value LLC (collectively, “Stilwell”). |
Additional information concerning Stilwell is set
forth under the headings “Proposal Number 1: Election of Directors” and “Certain Information Regarding the Participants”
and in Appendix A.
As noted above, we are soliciting proxies to elect
the Stilwell Nominee. Stilwell and Peoples Financial will each be using a universal proxy card for voting on the election of directors
at the Annual Meeting, which will include the names of all nominees for election to the Board. Stockholders will have the ability to vote
for up to six (6) nominees on Stilwell’s enclosed GREEN universal proxy card. There is no need to use the Corporation’s
[white] proxy card or voting instruction form, regardless of how you wish to vote.
Stockholders are permitted to vote for less than six
nominees or for any combination (up to six total) of the Stilwell Nominee and the Corporation’s nominees on the GREEN universal
proxy card. We believe the best opportunity for the Stilwell Nominee to be elected is by voting on the GREEN universal proxy card.
Stilwell therefore urges stockholders using our GREEN universal proxy card to vote “FOR” the Stilwell Nominee.
IMPORTANTLY, IF YOU MARK MORE THAN SIX “FOR” BOXES WITH RESPECT TO THE ELECTION OF DIRECTORS, ALL OF YOUR VOTES FOR THE
ELECTION OF DIRECTORS WILL BE DEEMED INVALID.
IT IS IMPORTANT THAT YOU RETURN YOUR PROXY PROMPTLY.
IF YOU ARE A RECORD HOLDER (NAMELY, YOU OWN YOUR CORPORATION STOCK IN CERTIFICATE FORM), PLEASE SIGN AND DATE YOUR GREEN UNIVERSAL PROXY
CARD PROMPTLY AND RETURN IT IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED. IF YOUR SHARES ARE HELD IN “STREET NAME” BY
A BROKER, NOMINEE, FIDUCIARY OR OTHER CUSTODIAN, PLEASE CONTACT THE PERSON RESPONSIBLE FOR YOUR ACCOUNT AND INSTRUCT HIM TO VOTE OUR GREEN
UNIVERSAL PROXY CARD ON YOUR BEHALF (YOUR BROKER, NOMINEE, FIDUCIARY OR OTHER CUSTODIAN MAY PERMIT YOU TO VOTE VIA THE INTERNET OR BY
TELEPHONE).
We
urge you not to return any proxy card sent to you by the Corporation. Your last dated proxy is the only one that counts.
If you are a registered holder, return the GREEN universal proxy card as explained in the instructions on the GREEN universal proxy card,
even if you previously delivered to the Corporation a proxy card sent to you by the Corporation; your last dated proxy card is the only
one that counts. If your shares are held in street name, contact the person responsible for your account and instruct that person to execute
and return the GREEN universal proxy card on your behalf.
Please refer to the Corporation’s definitive
proxy statement when it becomes available for a full description of management’s candidates for election as directors.
Holders of record of shares of the Common Stock on
the record date for the Annual Meeting are urged to vote even if you sold your shares of Common Stock after that date, as you will retain
your voting rights for the Annual Meeting even if you sell your shares after the record date.
If you have any questions or need assistance in voting
your shares, please call Stilwell:
Stilwell Activist Investments, L.P.
Attn: Ms. Megan Parisi
111 Broadway, 12th Floor
New York, NY 10006
Direct: 787- 985-2194
info@stilwellgroup.com
Also, please feel free to call our proxy solicitor:
Okapi Partners LLC
Attn: Mr. Jeremy Provost
1212 Avenue of the Americas, 17th Floor
New York, NY 10036
Main: 212-297-0720
Stockholders Call Toll-Free: 844-343-2621
info@okapipartners.com
www.okapivote.com/PFBX
PROPOSAL NUMBER 1: ELECTION OF DIRECTORS
Based on publicly available information, we believe
the Board currently consists of six members, all of whom have terms expiring at the Annual Meeting. At the Annual Meeting, Stilwell will
seek to elect Stewart F. Peck, who has consented to being named in this Proxy Statement and to serving as a director on the Board if elected.
The election of Mr. Peck requires the affirmative vote of a plurality of the votes cast. If elected and seated, the Stilwell Nominee will
be entitled to serve a one-year term. Mr. Peck is an experienced attorney, having represented banks and financial institutions in private
practice and having served as general counsel of numerous regional businesses. We therefore believe he would be a valuable addition to
the Board. Your vote to elect the Stilwell Nominee will have the legal effect of replacing one incumbent director of the Corporation with
the Stilwell Nominee. If elected, the Stilwell Nominee will represent a minority of the members of the Board, and therefore it is not
guaranteed that he will be able to implement any actions that he may believe are necessary to enhance stockholder value. However, we believe
the election of the Stilwell Nominee is an important step in the right direction to maximize shareholder value at the Corporation. There
is no assurance that any incumbent director will serve as a director if our Stilwell Nominee is elected to the Board. You should refer
to the Corporation’s proxy statement, which will be made available, free of charge, at sec.gov, for the names, background, qualifications
and other information concerning the Corporation’s nominees.
Each director is elected to hold office until the
next Annual Meeting of Stockholders and until his successor is elected and qualified.
This Proxy Statement is soliciting proxies to elect
the Stilwell Nominee. We have provided the required notice to the Corporation pursuant to the Universal Proxy Rules, including Rule 14a-19(a)(1)
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and intend to solicit the holders of Common Stock
representing at least 67% of the voting power of Common Stock entitled to vote on the election of directors in support of director nominees
other than the Corporation’s nominees. Accordingly, Stilwell and the Corporation will each be using a universal proxy card for voting
on the election of directors at the Annual Meeting, which will include the names of all nominees for election to the Board, as detailed
elsewhere in this Proxy Statement.
The election of Mr. Peck requires the affirmative
vote of a plurality of the votes cast in person or by proxy at the Annual Meeting. Only the six nominees for election as directors who
receive the highest numbers of “For” votes actually cast will be elected. See “Voting and Proxy Procedures” below.
Biography of Stilwell Nominee:
Stewart F. Peck (age 71): Stewart F. Peck’s
principal occupation is serving as Senior Counsel of Lugenbuhl, Wheaton, Peck, Rankin & Hubbard, a professional law corporation
with offices in New Orleans, Houston, Baton Rouge, and Gulfport, a position he has held since 2020 after having served as a founder, member
of the board of directors and, during a certain period, President/Managing Shareholder of the firm since it was founded in 1986. Mr. Peck
has served on the board of directors of Partnership in Action (NOLA Vie), a non-profit organization, since 2018. Mr. Peck is also co-chairman
of Kenyon College’s 50th Reunion Committee. Mr. Peck was elected to the Kenyon College Alumni Council and recently was elected to
the board of directors of the Gund, the art museum of Kenyon, where he serves on its Finance Committee. Mr. Peck previously served as
an Elder at St. Charles Avenue Presbyterian Church in New Orleans, Louisiana. Mr. Peck is ranked in Chambers & Partners and has been
listed in the top 50 lawyers in New Orleans and top 50 lawyers in Louisiana by Super Lawyers. Mr. Peck has been involved in 90 reported
cases, handled substantial mergers and acquisitions, represented banks and other financial institutions and acted as general counsel to
a number of regional businesses in providing counsel and his legal expertise, including significant businesses located in southern Mississippi.
Mr. Peck graduated from Kenyon College, magna cum laude, with distinction, and Tulane Law School, where he was a member of the Tulane
Law Review and Order of the Coif.
Specific Qualities: Mr. Peck’s extensive
legal expertise, including his representation of banks and financial institutions and his service as general counsel of numerous regional
businesses, makes him well-qualified to serve on the Board.
If Mr. Peck is unable to stand for election or serve
as a director, the proxies named on the attached GREEN universal proxy card will vote for the election of an alternate nominee,
Scott M. Polakoff (the “Alternate Nominee”), discussed below, who has consented to being named in this Proxy Statement
and to serving as a director on the Board if elected.
The Stilwell Nominee and the Alternate Nominee are
independent under the independence standards previously and/or currently applicable to the Corporation, as the case may be, under (i)
paragraph (a)(1) of Item 407 of Regulation S-K of the Exchange Act, (ii) Section 301 of the Sarbanes-Oxley Act of 2002, and (iii) Sections
2.5(a) and 7 of the OTCQX Rules for U.S. Companies.
On or about January 19, 2024, Stilwell provided the
Corporation with notice, in accordance with its Bylaws, as amended (the “Bylaws”), of Stilwell’s intention to
nominate Mr. Peck for election to the Board. We did this because the Bylaws require that advance notice of nominations be provided to
the Corporation's Secretary prior to the Annual Meeting. In order to preserve our ability to nominate an alternate nominee should Mr.
Peck be unable to stand for election or serve as a director, we provided advance notice for the Alternate Nominee in accordance with the
Corporation's advance notice provision. As stated above, however, we intend to nominate the Alternate Nominee only in the event that Mr.
Peck is unable to stand for election or serve as a director. In addition, we reserve the right to solicit proxies for the election of
the Alternate Nominee if the Corporation makes or announces any changes to its Articles of Incorporation or Bylaws (collectively, the
“Organizational Documents”) or takes or announces any other action that has, or if consummated would have, the effect
of disqualifying our Stilwell Nominee, to the extent this is not prohibited under the Organizational Documents and applicable law. In
any such case, shares represented by the enclosed GREEN universal proxy card will be voted for such Alternate Nominee. We reserve
the right to nominate additional persons, to the extent this is not prohibited under the Organizational Documents and applicable law,
if the Corporation increases the size of its Board above its existing size or increases the number of directors whose terms expire at
the Annual Meeting. Additional nominations made pursuant to the preceding sentence are without prejudice to the position of Stilwell that
any attempt to increase the size of the current Board or to classify the Board, constitutes an unlawful manipulation of the Corporation’s
corporate machinery.
Biography of Alternate Nominee:
Scott M. Polakoff (age 63): Scott M. Polakoff’s
principal occupation is serving on the board of directors of RBB Bancorp (NASDAQ: RBB), a Chinese American bank holding company (“RBB”),
since April 2023, and its primary operating subsidiary, Royal Business Bank (the “Bank”), since September 2023. Mr.
Polakoff currently serves as Chair of RBB’s and the Bank’s Audit Committee, a member of RBB’s and the Bank’s Asset/Liability
Committee, and a member of RBB’s Nominating and Governance Committee and Compensation Committee. Mr. Polakoff also currently serves
on the Board of Directors of FinPro, Inc., a full-service management consulting firm (“FinPro”), since February 2024. Previously,
Mr. Polakoff served as an Executive Vice President of FinPro from 2011 to December 2023. Prior to that, Mr. Polakoff served as a Principal
of the Bank Regulatory Group at Booz Allen Hamilton Inc., an American government and military contractor, from 2009 to 2011. Mr. Polakoff
also served as Chief Operating Officer of the Office of Thrift Supervision, which was a United States federal agency under the Department
of the Treasury, from 2005 to 2009. Mr. Polakoff began his career at the Federal Deposit Insurance Corporation in 1983, a United States
government corporation supplying deposit insurance to depositors in American commercial banks and savings banks, where he progressed through
the ranks and served as Regional Director from 1998 to 2005. Mr. Polakoff currently teaches at the Colorado Graduate School of Banking
since 2012 and the Executive Development Institute at Colorado since 2015. Mr. Polakoff received a B.S. in Accounting from West Chester
University and graduated from the Southwestern Graduate School of Banking at Southern Methodist University. He is also a graduate of the
Federal Executive Institute’s “Leadership for a Democratic Society” and the Management Certification Program at Loyola
University. In addition, Mr. Polakoff is FINRA registered with Series 24, 79, and 63 licenses and is a Certified Anti-Money Laundering
Specialist (CAMS).
Specific Qualities: Mr. Polakoff’s more
than 25 years of experience as a federal banking regulator makes him well-qualified to serve on the Board.
PROPOSAL NUMBER 2: RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We expect that the Corporation will also submit to
a vote of stockholders ratification of the appointment of Postlethwaite & Netterville as the Corporation’s independent registered
public accounting firm. If this proposal is included on the agenda for the Annual Meeting, we intend to vote, and recommend that you vote,
FOR Proposal 2.
Proposal 2 will be approved if the votes cast in
favor of Proposal 2 exceed the votes cast against it at the Annual Meeting. Abstentions, which include broker non-votes, are counted
for purposes of determining a quorum, but are otherwise not counted and have no effect on the outcome of the matters to be voted upon.
See “Voting and Proxy Procedures” below.
CERTAIN INFORMATION REGARDING THE STILWELL PARTICIPANTS
Except as described herein, there are no material
proceedings in which any member of Stilwell, or any associate of any Stilwell member, is a party adverse to the Corporation or any of
its subsidiaries or has a material interest adverse to the Corporation or any of its subsidiaries. Except as described in Appendix A,
no Stilwell member or any associate of any Stilwell member has any interest in the matters to be voted upon at the Annual Meeting, other
than an interest, if any, as a stockholder of the Corporation.
Except as described in Appendix A, no Stilwell member
or any associate of any Stilwell member (1) has engaged in or has a direct or indirect interest in any transaction or series of transactions
since the beginning of the Corporation’s last fiscal year, or in any currently proposed transaction, to which the Corporation or
any of its subsidiaries is a party where the amount involved was in excess of $120,000; (2) has been indebted to the Corporation or any
of its subsidiaries; (3) has borrowed any funds for the purpose of acquiring or holding any securities of the Corporation; (4) is presently,
or has been within the past year, a party to any contract, arrangement or understanding with any person with respect to any securities
of the Corporation, any future employment by the Corporation or its affiliates, or any future transaction to which the Corporation or
any of its affiliates will or may be a party; or (5) is the beneficial or record owner of any securities of the Corporation or any parent
or subsidiary thereof.
No Stilwell member or any associate of any Stilwell
member, during the past 10 years, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
Additional information concerning Stilwell, including,
but not limited to, beneficial ownership of and transactions in the Common Stock, is set forth in Appendix A.
OTHER MATTERS
Stilwell anticipates that the
Corporation’s proxy statement, when it becomes available, will contain information regarding (1) the securities ownership of
certain beneficial owners and management1; (2) the
committees of the Board; (3) the meetings of the Board and all Board committees; (4) the background of the Corporation’s
nominees for election as directors; (5) the compensation of the Corporation’s directors and executive officers; and (6) the
services and fees of the Corporation’s independent registered public accounting firm. Stilwell has no knowledge of the
accuracy of the Corporation’s disclosures in its proxy materials.
STOCKHOLDER PROPOSALS
In order for a stockholder proposal to be included
in the Corporation’s proxy statement and form of proxy prepared by the Board under Rule 14a-8 of the Exchange Act, it must be received
at the principal executive offices of the Corporation not less than 120 days in advance of the first anniversary of the date the previous
year’s proxy statement and form of proxy were mailed by the Corporation to stockholders.
In accordance with the Bylaws, stockholders may make
proposals for consideration at the 2025 annual meeting of stockholders (the “2025 Annual Meeting”) by giving timely
notice thereof in writing to the Secretary of the Corporation. To be timely, a stockholder’s notice must be delivered to or mailed
to and received by the Secretary at the principal executive offices of the Corporation not earlier than the close of business on the 120th
calendar day prior to the first anniversary of the preceding year’s annual meeting date nor later than the close of business on
the 90th calendar day prior to the first anniversary of the preceding year’s annual meeting date and in compliance with any additional
requirements of Rule 14a-19(b) as such rule and regulations may be amended from time to time by the SEC including any SEC staff interpretations
related thereto; provided, however, that in the event that the date of the annual meeting is more than 30 days before or more than 30
days after such anniversary date, or if no annual meeting was held in the preceding year, notice by the stockholder to be timely must
be so delivered not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business
on the later of the 90th day prior to such annual meeting or the close of business on the 10th day following the earlier of (i) the day
on which such notice of the date of such meeting was mailed or (ii) the day on which such public disclosure was made. In addition, to
comply with the Universal Proxy Rules, stockholders who intend to solicit proxies in support of director nominees other than the Corporation’s
nominees must provide the requisite written notice to the Corporation in accordance with Rule 14a-19 of the Exchange Act.
1 Once the Corporation files its definitive proxy statement for the Annual Meeting, Stilwell will supplement this Proxy Statement to provide
information regarding persons who beneficially own more than 5% of the Corporation’s outstanding shares of Common Stock and the
ownership of shares of Common Stock by the directors and management of the Corporation.
SOLICITATION; EXPENSES
Proxies may be solicited by Stilwell by mail, e-mail,
advertisement, telephone, facsimile, and personal solicitation. Phone calls will be made to stockholders by employees of Stilwell and
certain of its personnel, as well as employees of Okapi Partners LLC. Ms. Megan Parisi will be principally responsible for soliciting
proxies for Stilwell and certain of its personnel will perform additional work in connection with the solicitation of proxies, for which
no additional compensation will be paid. Banks, brokerage houses, and other custodians, nominees, and fiduciaries will be requested to
forward Stilwell’s solicitation material to their customers for whom they hold shares and Stilwell will reimburse them for their
reasonable out-of-pocket expenses. Stilwell has retained Okapi Partners LLC to assist in the solicitation of proxies and for related services.
Stilwell will pay Okapi Partners LLC a base fee of up to $40,000 and has agreed to reimburse it for its reasonable out-of-pocket expenses.
In addition, Stilwell has agreed to indemnify Okapi Partners LLC against certain liabilities and expenses. Approximately 25 persons will
be used by Okapi Partners LLC in its solicitation efforts.
Although a precise estimate cannot be made at the
present time, Stilwell currently estimates that the total expenditures relating to the proxy solicitation to be incurred by it will be
approximately $350,000 of which approximately [____] has been incurred to date. The entire expense of preparing, assembling, printing,
and mailing this Proxy Statement and related materials and the cost of soliciting proxies will be borne by Stilwell.
WHO CAN VOTE AT THE ANNUAL MEETING
Stockholders who own shares as of the close of business
on the record date will be entitled to vote at the Annual Meeting. The Corporation has not yet set the record date for determining stockholders
entitled to notice of and to vote at the Annual Meeting. Once the Corporation announces the record date and the number of shares of Common
Stock outstanding as of such record date, Stilwell will supplement this Proxy Statement to include such information. Stockholders of the
Corporation as of the close of business on the record date are entitled to one vote at the Annual Meeting for each share of Common Stock
held on the record date.
HOW TO VOTE BY PROXY
To elect the Stilwell Nominee to the Board, if you
are a record holder (namely, you own your Corporation stock in certificate form), you can vote by marking your vote on the GREEN
universal proxy card we have enclosed, signing and dating it, and mailing it in the postage-paid envelope we have provided. If your
shares are held in “street name,” follow the directions given by the broker, nominee, fiduciary or other custodian regarding
how to instruct them to vote your shares. Your broker, nominee, fiduciary or other custodian may permit you to vote via the Internet or
by telephone. Whether you plan to attend the Annual Meeting or not, we urge you to vote your shares now. Please contact our proxy solicitor
Okapi Partners LLC at 844-343-2621 if you require assistance to vote your shares. This Proxy Statement and the accompanying form of GREEN
universal proxy card are available at [_______].
Properly executed proxies will
be voted in accordance with the directions indicated thereon. If you sign the GREEN universal proxy card but do not make any specific
choices, your shares will be voted: (a) “FOR” the election of our Stilwell Nominee to the Board and (b) “FOR”
the ratification of the appointment of Postlethwaite & Netterville as the Corporation’s independent registered public accounting
firm, assuming with respect to the foregoing item (b), that the Corporation includes such item on the agenda for the Annual Meeting. If
any other matters are presented at the Annual Meeting for which we may exercise discretionary voting, your proxy will be voted in accordance
with the best judgment of the persons named as proxies on the attached proxy card. At the time this Proxy Statement was mailed, we knew
of no matters which needed to be acted on at the Annual Meeting, other than those discussed in this Proxy Statement. As described in more
detail below in the “Voting and Proxy Procedures” section of this Proxy Statement, Stilwell and the Corporation will each
be using a universal proxy card for voting on the election of directors at the Annual Meeting, which will include the names of all nominees
for election to the Board. You should refer to the Corporation’s proxy statement and form of proxy to be distributed by the Corporation,
which will be made available, free of charge, at sec.gov, for the names, backgrounds, qualifications and other information concerning
the Corporation’s nominees for election as directors.
If you sign and submit your
GREEN universal proxy card without specifying how you would like your shares voted, your shares will be voted as specified above
and in accordance with the discretion of the persons named on the GREEN universal proxy card with respect to any other matters
that may be voted upon at the Annual Meeting.
If any of your shares are held in the name of a brokerage
firm, bank, bank nominee or other institution on the record date, only that entity can vote your shares and only upon its receipt of your
specific instructions. Accordingly, please contact the person responsible for your account at such entity and instruct that person to
execute and return the GREEN universal proxy card on your behalf. You should also sign, date and mail the voting instruction form
your broker or banker sends you when you receive it (or, if applicable, vote by following the instructions supplied to you by your bank
or brokerage firm, including voting by telephone or via the Internet). Please do this for each account you maintain to ensure that all
of your shares are voted.
Many banks and brokerage firms are participating in
programs that allow eligible stockholders to vote by telephone or via the Internet. If your bank or brokerage firm is participating in
a telephone or Internet voting program, then such bank or brokerage firm will provide you with instructions for voting by telephone or
the Internet on the voting form. Telephone and Internet voting procedures, if available through your bank or brokerage firm, are designed
to authenticate your identity to allow you to give your voting instructions and to confirm that your instructions have been properly recorded.
Stockholders voting via the Internet should understand that there might be costs that they must bear associated with electronic access,
such as usage charges from Internet access providers and telephone companies. If your bank or brokerage firm does not provide you with
a voting form, but instead you receive our GREEN universal proxy card, then you should mark our proxy card, date it and sign it,
and return it in the enclosed postage-paid envelope.
VOTING AND PROXY PROCEDURES
Stilwell and Peoples Financial will each be using
a universal proxy card for voting on the election of directors at the Annual Meeting, which will include the names of all nominees for
election to the Board. Stockholders will have the ability to vote for up to six nominees on Stilwell’s enclosed GREEN universal
proxy card. There is no need to use the Corporation’s [white] proxy card or voting instruction form, regardless of how you wish
to vote.
The Board is elected annually. Each director
is elected to hold office until the next Annual Meeting of Stockholders and until his successor is elected and qualified. If elected and
seated, Stewart F. Peck would serve until the 2025 Annual Meeting. Directors are elected by a plurality of the votes cast. Through the
attached Proxy Statement and enclosed GREEN universal proxy card, we are soliciting proxies to elect Stewart F. Peck, the Stilwell
Nominee.
Stockholders are permitted to vote for less than six
nominees or for any combination (up to six total) of the Stilwell Nominee and the Corporation’s nominees on the GREEN universal
proxy card. We believe the best opportunity for the Stilwell Nominee to be elected is by voting on the GREEN universal proxy card.
Stilwell therefore urges stockholders using our GREEN universal proxy card to vote “FOR” the Stilwell Nominee
TODAY.
IMPORTANTLY, IF YOU MARK MORE THAN SIX “FOR”
BOXES WITH RESPECT TO THE ELECTION OF DIRECTORS, ALL OF YOUR VOTES FOR THE ELECTION OF DIRECTORS WILL BE DEEMED INVALID.
Certain information about the Corporation’s
nominees will be set forth in the Corporation’s proxy statement. Stilwell is not responsible for the accuracy of any information
provided by or relating to the Corporation or its nominees contained in any proxy solicitation materials filed or disseminated by, or
on behalf of, the Corporation or any other statements that the Corporation or its representatives have made or may otherwise make.
A majority of the outstanding shares of Common Stock
constitutes a quorum. Each share of Common Stock entitles the holder thereof to one vote on each matter presented at the Annual Meeting
for stockholder approval. Except in the election of directors, action on a matter is approved if the votes cast in favor of the action
exceed the votes cast opposing the action. Abstentions, which include broker non-votes, are counted for purposes of determining a quorum,
but are otherwise not counted and have no effect on the outcome of the matters to be voted upon.
STILWELL URGES YOU TO VOTE FOR THE ELECTION OF
THE STILWELL NOMINEE AS A DIRECTOR OF THE CORPORATION AS SOON AS POSSIBLE. PROXIES SOLICITED BY THIS PROXY STATEMENT MAY BE EXERCISED
ONLY AT THE ANNUAL MEETING (AND ANY ADJOURNMENT OR POSTPONEMENT THEREOF) IN ACCORDANCE WITH YOUR INSTRUCTIONS AND WILL NOT BE USED FOR
ANY OTHER MEETING.
A proxy given pursuant to this solicitation may be
revoked at any time before it is voted. If you are a record holder, you may revoke your proxy and change your vote by: (1) the timely
delivery of a duly executed proxy bearing a later date, (2) providing timely written notice of revocation to the Corporation’s Corporate
Secretary at the Corporation’s principal executive offices at P.O. Box 529, Biloxi, Mississippi 39533-0529, or (3) attending the
Annual Meeting and giving oral notice of your intention to vote in person. If you are the beneficial owner of shares held in street name,
you may revoke your proxy and change your vote: (1) by submitting new voting instructions to your broker, bank or other nominee in accordance
with their voting instructions, or (2) if you have obtained a legal proxy from your bank, broker or other nominee giving you the right
to vote your shares in person, by attending the Annual Meeting, presenting the completed legal proxy to the Corporation and voting in
person. You should be aware that simply attending the Annual Meeting will not in and of itself constitute a revocation of your proxy.
If you have already sent management’s proxy to the Corporation, you can revoke that proxy by signing, dating and mailing the GREEN
universal proxy card or by voting in person at the Annual Meeting.
Only holders of record as of the close of business
on the record date for the Annual Meeting will be entitled to vote at the Annual Meeting. The Corporation has not yet set the record date
for the Annual Meeting. Stockholders who own shares as of the close of business on the record date will be entitled to vote at the Annual
Meeting. If you are a stockholder of record on the record date, you will retain your voting rights for the Annual Meeting even if you
sell your shares after the record date. Accordingly, it is important that you vote the shares held by you on the record date, or grant
a proxy to vote such shares, even if you sell your shares after the record date.
ALTHOUGH YOU MAY VOTE MORE THAN ONCE, ONLY ONE
PROXY WILL BE COUNTED AT THE ANNUAL MEETING, AND THAT WILL BE YOUR LATEST-DATED, VALIDLY EXECUTED PROXY.
IF YOU SIGN THE GREEN UNIVERSAL PROXY CARD AND
NO MARKING IS MADE, YOU WILL BE DEEMED TO HAVE GIVEN A DIRECTION TO VOTE THE PEOPLES FINANCIAL CORPORATION COMMON STOCK REPRESENTED BY
THE GREEN UNIVERSAL PROXY CARD FOR THE ELECTION OF STEWART F. PECK, AND IF ON THE AGENDA FOR THE ANNUAL MEETING, FOR THE RATIFICATION
OF POSTLETHWAITE & NETTERVILLE AS THE CORPORATION’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
ADDITIONAL INFORMATION
The information concerning the Corporation contained
in this Proxy Statement has been taken from, or is based upon, publicly available information. Although we have no knowledge that would
indicate that statements relating to the Corporation contained in this Proxy Statement, in reliance upon publicly available information,
are inaccurate or incomplete, to date we have not had access to all of the books and records of the Corporation, were not involved in
the preparation of such information and statements and are not in a position to verify such information and statements.
The Corporation previously filed annual, quarterly
and current reports, proxy statements and other information with the SEC. You may read and copy any reports, statements or other information
that the Corporation filed with the SEC at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please
call the SEC at 1-800-SEC-0330 for further information on the public reference room. These SEC filings are also available to the public
from commercial document retrieval services and on the Internet, at the website maintained by the SEC at www.sec.gov.
YOUR VOTE IS IMPORTANT
NO MATTER HOW MANY OR HOW FEW SHARES YOU OWN,
WE ARE SEEKING YOUR SUPPORT. PLEASE VOTE FOR MR. PECK. ONLY YOUR LATEST-DATED PROXY CARD COUNTS. EVEN IF YOU HAVE ALREADY RETURNED THE
CORPORATION’S PROXY CARD TO THE BOARD, YOU HAVE EVERY LEGAL RIGHT TO REVOKE IT BY RETURNING A GREEN UNIVERSAL PROXY CARD TO US
AS PROVIDED BELOW.
IF YOU ARE A RECORD HOLDER, PLEASE VOTE BY SIGNING,
DATING, AND MAILING (IN THE ENCLOSED POSTAGE-PAID ENVELOPE) THE ENCLOSED GREEN UNIVERSAL PROXY CARD AS SOON AS POSSIBLE. IF YOUR SHARES
ARE HELD IN “STREET NAME” BY A BROKER, NOMINEE, FIDUCIARY OR OTHER CUSTODIAN, FOLLOW THE DIRECTIONS GIVEN BY THE BROKER, NOMINEE,
FIDUCIARY OR OTHER CUSTODIAN REGARDING HOW TO INSTRUCT THEM TO VOTE YOUR SHARES.
This Proxy Statement and the accompanying form of GREEN universal proxy card are available at [______]. If you have any questions
or require any assistance, please contact Stilwell:
| |
Stilwell Activist Investments, L.P.
Attn: Ms. Megan Parisi |
| |
111 Broadway, 12th Floor |
| |
New York, NY 10006 |
| |
Direct: (787) 985-2194 |
| |
info@stilwellgroup.com |
Please feel free to contact Okapi Partners LLC, proxy solicitors for Stilwell,
as follows:
| |
Okapi Partners LLC |
| |
Attn: Mr. Jeremy Provost |
| |
1212 Avenue of the Americas, 17th Floor |
| |
New York, NY 10036 |
| |
Main: 212-297-0720
Stockholders Call Toll-Free: 844-343-2621
info@okapipartners.com
www.okapivote.com/PFBX |
| Sincerely, |
|
| |
|
| |
|
| /s/ Megan Parisi |
|
| Megan Parisi |
|
| Stilwell Activist Investments, L.P. |
|
[_____], 2024
APPENDIX A
IDENTITY OF PARTICIPANTS
The participants in this solicitation
are anticipated to include Stilwell Activist Investments, L.P., a Delaware limited partnership (“Stilwell Activist Investments”);
Stilwell Activist Fund, L.P., a Delaware limited partnership (“Stilwell Activist Fund”); Stilwell Value Partners VII,
L.P., a Delaware limited partnership (“Stilwell Value Partners VII”); Stilwell Value LLC, a Delaware limited liability
company; and Joseph D. Stilwell (collectively, “Stilwell” or the “Beneficial Owners”); as well as,
Megan Parisi, Stewart F. Peck (the “Stilwell Nominee”), and Scott M. Polakoff (the “Alternate Nominee,”
and together with the Beneficial Owners, Ms. Parisi and the Stilwell Nominee, the “Participants” and each a “Participant”).
With respect to each Participant,
other than as disclosed herein, such Participant is not and, within the past year, was not a party to any contract, arrangement or understanding
with any person with respect to any securities of Peoples Financial Corporation (the “Corporation”), including, but
not limited to, joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division
of losses or profits, or the giving or withholding of proxies, except for sharing of profits. Stilwell Value LLC, in its capacity as general
partner of Stilwell Activist Investments, Stilwell Activist Fund, Stilwell Value Partners VII, and Joseph Stilwell, in his capacity as
the managing member and sole owner of Stilwell Value LLC, are entitled to an allocation of a portion of profits. With respect to each
Participant, other than as disclosed below, neither such Participant nor any of such Participant’s associates has any arrangement
or understanding with any person with respect to (i) any future employment by the Corporation or its affiliates or (ii) any future transactions
to which the Corporation or any of its affiliates will or may be a party.
On July 22, 2022, Stilwell Activist
Investments filed a complaint to compel inspection and copying of corporate records pursuant to Section 79-4-16.04 of the Mississippi
Business Corporation Act against the Corporation. On September 1, 2023, the court granted in large part Stilwell Activist Investments’
motion for summary judgment and ordered the Corporation to provide most of the requested books and records. Additionally, on September
29, 2023, Stilwell Activist Investments filed a derivative action on behalf of the Corporation against the Corporation’s directors
for breach of fiduciary duty, seeking compensation for the Corporation and other remedies. On December 6, 2023, the court granted the
Corporation’s request for a 90-day stay to allow a Special Litigation Committee, comprised of Ronald G. Barnes, George J. Sliman,
III, and Padrick D. Dennis, additional time to investigate Stilwell Activist Investments’ claims. The case is therefore stayed until
March 5, 2024.
Except as otherwise set forth
herein, (i) during the past 10 years, no Participant has been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors); (ii) no Participant directly or indirectly beneficially owns any securities of the Corporation; (iii) no Participant owns
any securities of the Corporation which are owned of record but not beneficially; (iv) no Participant has purchased or sold any securities
of the Corporation during the past two years; (v) no part of the purchase price or market value of the securities of the Corporation owned
by any Participant is represented by funds borrowed or otherwise obtained for the purpose of acquiring or holding such securities; (vi)
no Participant is, or within the past year was, a party to any contract, arrangements or understandings with any person with respect to
any securities of the Corporation, including, but not limited to, joint ventures, loan or option arrangements, puts or calls, guarantees
against loss or guarantees of profit, division of losses or profits, or the giving or withholding of proxies; (vii) no associate of any
Participant owns beneficially, directly or indirectly, any securities of the Corporation; (viii) no Participant owns beneficially, directly
or indirectly, any securities of any parent or subsidiary of the Corporation; (ix) no Participant or any of his, her or its associates
or immediate family members was a party to any transaction, or series of similar transactions, since the beginning of the Corporation’s
last fiscal year, or is a party to any currently proposed transaction, or series of similar transactions, to which the Corporation or
any of its subsidiaries was or is to be a party, in which the amount involved exceeds $120,000; (x) no Participant or any of his, her
or its associates has any arrangement or understanding with any person with respect to any future employment by the Corporation or its
affiliates, or with respect to any future transactions to which the Corporation or any of its affiliates will or may be a party; (xi)
no Participant has a substantial interest, direct or indirect, by securities holdings or otherwise in any matter to be acted on at the
Corporation’s 2024 Annual Meeting of Stockholders (including any adjournments, postponements, continuations and reschedulings thereof,
the “Annual Meeting”); (xii) no Participant holds any positions or offices with the Corporation; (xiii) no Participant
has a family relationship with any director, executive officer, or person nominated or chosen by the Corporation to become a director
or executive officer; and (xiv) no companies or organizations, with which any of the Participants has been employed in the past five years,
is a parent, subsidiary or other affiliate of the Corporation. Except as disclosed herein, there are no material proceedings to which
any Participant or any of his, her or its associates is a party adverse to the Corporation or any of its subsidiaries or has a material
interest adverse to the Corporation or any of its subsidiaries. With respect to the Stilwell Nominee and the Alternate Nominee, (a) none
of the events enumerated in Item 401(f)(1)-(8) of Regulation S-K of the Exchange Act (“Regulation S-K”) occurred during the
past ten years, (b) there are no relationships involving either the Stilwell Nominee or Alternate Nominee or any of such nominee’s
associates that would have required disclosure under Item 407(e)(4) of Regulation S-K had such nominee been a director of the Corporation,
and (c) neither the Stilwell Nominee nor the Alternate Nominee nor any of their associates have received any fees earned or paid in cash,
stock awards, option awards, non-equity incentive plan compensation, changes in pension value or nonqualified deferred compensation earnings
or any other compensation from the Corporation during the Corporation’s last completed fiscal year, or were subject to any other
compensation arrangement described in Item 402 of Regulation S-K.
SECURITY OWNERSHIP OF BENEFICIAL OWNERS
The table below shows the number of shares of common stock, $1.00 par value per share, of the
Corporation (“Common Stock”), beneficially owned by the Beneficial Owners.
| Title of Class | |
Name of Owner | |
Direct Beneficial
Ownership | |
Percent of Class (1) |
| | |
| |
| |
|
| Common Stock | |
Stilwell Activist Investments | |
| 404,436 | | |
| 8.66 | % |
| | |
| |
| | | |
| | |
| Common Stock | |
Stilwell Activist Fund | |
| 67,505 | | |
| 1.44 | % |
| | |
| |
| | | |
| | |
| Common Stock | |
Stilwell Value Partners VII | |
| 122,217 | | |
| 2.62 | % |
| (1) | The percentages are calculated based on 4,672,686 shares of Common Stock outstanding
as of October 31, 2023, as reported in the Corporation’s Form 10-Q filed with the Securities and Exchange Commission on November
8, 2023. |
Stilwell Value LLC, as the general
partner of each of Stilwell Activist Investments, Stilwell Activist Fund, and Stilwell Value Partners VII, may be deemed the beneficial
owner of the 594,158 shares of Common Stock owned in the aggregate by Stilwell Activist Investments, Stilwell Activist Fund, and Stilwell
Value Partners VII. Mr. Stilwell, as the managing member and sole owner of Stilwell Value LLC, may be deemed the beneficial owner of the
594,158 shares of Common Stock owned in the aggregate by Stilwell Activist Investments, Stilwell Activist Fund, and Stilwell Value Partners
VII.
Each of the Participants disclaims
beneficial ownership with respect to the shares of Common Stock reported as owned herein except to the extent of its, his or her pecuniary
interest therein.
DESCRIPTION OF BENEFICIAL OWNERSHIP, BENEFICIAL OWNERS
AND CERTAIN OTHER PARTICIPANTS
Mr. Stilwell is the managing member
and sole owner of Stilwell Value LLC, which is the general partner of Stilwell Activist Investments, Stilwell Activist Fund and Stilwell
Value Partners VII. The business address of each of Stilwell Value LLC, Stilwell Activist Investments, Stilwell Activist Fund and Stilwell
Value Partners VII is 111 Broadway, 12th Floor, New York, New York 10006. The business address of Mr. Stilwell and Ms. Parisi is 200 Calle
del Santo Cristo, Segundo Piso, San Juan, Puerto Rico 00901.
The principal employment of Mr.
Stilwell is investment management, and he serves as the managing member and sole owner of Stilwell Value LLC and a certain affiliated
administrative entity, as well as a member, manager and sole owner of another affiliated administrative entity. The principal employment
of Ms. Parisi is serving as Director of Communications for The Stilwell Group2,
and she serves as a member of Stilwell Value LLC and as a member and manager of a certain affiliated administrative entity. Stilwell Activist
Investments, Stilwell Activist Fund and Stilwell Value Partners VII are private investment partnerships engaged in the purchase and sale
of securities for their own accounts. Stilwell Value LLC is in the business of serving as the general partner of Stilwell Activist Investments,
Stilwell Activist Fund, Stilwell Value Partners VII, and related partnerships
Because he is the managing member
and sole owner of Stilwell Value LLC, which is the general partner of Stilwell Activist Investments, Stilwell Activist Fund and Stilwell
Value Partners VII, Mr. Stilwell has the power to direct the affairs of Stilwell Activist Investments, Stilwell Activist Fund and Stilwell
Value Partners VII, including the voting and disposition of shares of Common Stock held in the name of Stilwell Activist Investments,
Stilwell Activist Fund and Stilwell Value Partners VII. Therefore, Mr. Stilwell is deemed to share voting and dispositive power with
Stilwell Activist Investments, Stilwell Activist Fund and Stilwell Value Partners VII with regard to the shares of Common Stock respectively
held by such entities.
2 The Stilwell Group is comprised of Stilwell Value LLC and five private investment partnerships, including, Stilwell Activist Investments, Stilwell Activist Fund, and Stilwell Value Partners VII, as well as certain affiliated administrative entities.
The Beneficial Owners may be deemed
to beneficially own, in the aggregate 594,158 shares of Common Stock, representing approximately 12.72% of the Corporation’s outstanding
shares of Common Stock (based upon the 4,672,686 shares of Common Stock outstanding as of October 31, 2023). The Beneficial Owners have
an interest in the election of directors at the Annual Meeting in their capacities as stockholders of the Corporation.
TWO YEAR SUMMARY TABLE
The following table indicates
the date of each purchase and sale of shares of Common Stock by each Participant within the past two years and the number of shares of
Common Stock in each purchase and sale.
| Nature of the Transaction |
Quantity of Securities Purchased/(Sold)
|
Date of Purchase / Sale |
Stilwell
Activist Investments, L.P.*
| Purchase of Common Stock |
3,500 |
07/06/2022 |
| Purchase of Common Stock |
4,500 |
07/07/2022 |
| Purchase of Common Stock |
7,500 |
07/08/2022 |
| Purchase of Common Stock |
1,042 |
01/04/2023 |
| Purchase of Common Stock |
500 |
01/06/2023 |
| Purchase of Common Stock |
500 |
02/27/2023 |
| Purchase of Common Stock |
2,500 |
03/07/2023 |
| Purchase of Common Stock |
5,000 |
03/08/2023 |
| Purchase of Common Stock |
2,500 |
03/13/2023 |
| Purchase of Common Stock |
2,500 |
03/21/2023 |
| Purchase of Common Stock |
2,500 |
03/22/2023 |
| Purchase of Common Stock |
2,500 |
03/24/2023 |
| Purchase of Common Stock |
2,500 |
03/27/2023 |
| Purchase of Common Stock |
500 |
04/10/2023 |
| Purchase of Common Stock |
1,000 |
04/21/2023 |
| Purchase of Common Stock |
2,500 |
04/24/2023 |
| Purchase of Common Stock |
2,200 |
04/25/2023 |
| Purchase of Common Stock |
500 |
04/27/2023 |
| Purchase of Common Stock |
600 |
10/31/2023 |
| Purchase of Common Stock |
2,500 |
11/03/2023 |
| Purchase of Common Stock |
2,653 |
11/06/2023 |
| Purchase of Common Stock |
2,000 |
11/07/2023 |
| Purchase of Common Stock |
1,000 |
11/08/2023 |
| Purchase of Common Stock |
1,800 |
11/10/2023 |
| Purchase of Common Stock |
5,003 |
11/14/2023 |
| Purchase of Common Stock |
5,000 |
11/15/2023 |
| Purchase of Common Stock |
1,035 |
12/01/2023 |
| Purchase of Common Stock |
960 |
12/04/2023 |
| Purchase of Common Stock |
200 |
12/06/2023 |
| Purchase of Common Stock |
493 |
12/19/2023 |
| Purchase of Common Stock |
384 |
12/20/2023 |
Stilwell
Activist Fund, L.P.*
| Purchase of Common Stock |
2,500 |
07/06/2022 |
| Purchase of Common Stock |
1,500 |
07/07/2022 |
| Purchase of Common Stock |
1,500 |
07/08/2022 |
| Purchase of Common Stock |
2,500 |
03/29/2023 |
| Purchase of Common Stock |
500 |
04/25/2023 |
| Purchase of Common Stock |
1,623 |
04/28/2023 |
| Purchase of Common Stock |
2,500 |
05/01/2023 |
| Purchase of Common Stock |
2,500 |
05/02/2023 |
| Purchase of Common Stock |
500 |
05/03/2023 |
| Purchase of Common Stock |
2,120 |
06/06/2023 |
| Purchase of Common Stock |
2,500 |
06/16/2023 |
| Purchase of Common Stock |
2,500 |
06/30/2023 |
Stilwell
Value Partners VII, L.P.*
| Purchase of Common Stock |
9,000 |
07/06/2022 |
| Purchase of Common Stock |
9,000 |
07/07/2022 |
| Purchase of Common Stock |
20,900 |
07/08/2022 |
*Funds for share purchases were provided from time to time in part by margin
account loans from subsidiaries of Morgan Stanley and/or Interactive Brokers extended in the ordinary course of business. All purchases
of shares of Common Stock using funds borrowed from Morgan Stanley and/or Interactive Brokers, if any, were made in margin transactions
on their usual terms and conditions. All or part of the shares of Common Stock owned by the Beneficial Owners may from time to time be
pledged with one or more banking institutions or brokerage firms as collateral for loans made by such entities to such entities. Such
loans generally bear interest at a rate based on the broker's call rate from time to time in effect. Such indebtedness, if any, may be
refinanced with other banks or broker-dealers. There is currently no indebtedness outstanding secured by shares of Common Stock held by
the Beneficial Owners.
INFORMATION
ABOUT THE STILWELL NOMINEE and alternate nominee
The Beneficial Owners believe
that each of the Stilwell Nominee and the Alternate Nominee presently is, and if elected as a director of the Corporation, would be, an
“independent director” within the meaning of (i) paragraph (a)(1) of Item 407 of Regulation S-K and (ii) Sections 2.5(a) and
7 of the OTCQX Rules for U.S. Companies.
Name, Age, and Business Address
| Name | |
Age | |
Business Address |
| Stewart F. Peck | |
| 71 | | |
601 Poydras St., Suite 2775
New Orleans, LA 70130
|
| Scott M. Polakoff | |
| 63 | | |
840 Tchoupitoulas St, Unit 308 New Orleans, LA 70130
|
Stilwell
Value LLC, Stilwell Activist Investments, Stilwell Activist Fund, and Stilwell Value Partners VII entered into a nominee agreement with
each of the Stilwell Nominee and the Alternate Nominee (each a “Nominee Agreement” and collectively, the “Nominee
Agreements”), whereby, among other things, Stilwell Value LLC, Stilwell Activist Investments, Stilwell Activist Fund, and Stilwell
Value Partners VII have agreed to reimburse the Stilwell Nominee and the Alternate Nominee for their expenses incurred in connection with
their nomination (or potential nomination) for election to the Board and to indemnify and hold such parties harmless from and against
all damages and claims that may arise in connection with being nominated for election to the Board. In addition, pursuant to the Nominee
Agreements, each of the Stilwell Nominee and the Alternate Nominee has agreed to provide Stilwell with prompt written notice (and in any
event within 24 hours) of any direct or indirect acquisition or disposition of any securities of the Corporation, whether on a beneficial
ownership or of record basis, from the date of such Nominee Agreement until the conclusion of the Annual Meeting. Furthermore, as set
forth in Exhibit A to each Nominee Agreement, each of the Stilwell Nominee and Alternate Nominee has consented to (i) being named as a
nominee of Stilwell Activist Investments in (x) any proxy statement relating to the Annual Meeting and (y) any other written materials
and public filings of Stilwell relating to the Annual Meeting, or otherwise to be used in connection with Stilwell’s solicitation
of proxies from the stockholders of the Corporation, and (ii) serving as a director of the Corporation if elected at the Annual Meeting.
On January
19, 2024, each of the Stilwell Nominee, the Alternate Nominee and the other Participants in the solicitation signed a Solicitation Statement
(as defined in the Corporation’s Bylaws, as amended (the “Bylaws”)).
The Stilwell
Nominee and the Alternate Nominee have an interest in the election of directors at the Annual Meeting pursuant to the agreements described
above.
In addition,
in accordance with the director qualification provisions set forth in the Bylaws:
Mr. Peck: (a) will
own in his own right unencumbered stock in the Corporation in the amount of at least Two Hundred Dollars ($200.00) par value at the time
of his election to the Board and will continue to own such par value amount throughout his term; (b) has not been subject to a cease and
desist order, consent, or other formal order by a state or federal regulatory agency which has been publicly disclosed within the past
ten (10) years; (c) has not been convicted of a crime involving dishonesty or breach of trust; (d) is not currently charged with the commission
of a crime; (e) maintains a principal residence within fifty (50) miles of the main office or a branch office of the Corporation or its
bank subsidiary; (f) is not a director, officer or 10% stockholder of a financial institution that has a main office or branch offices
within fifty (50) miles of the main office or a branch office of the Corporation; (g) will comply with all of the Corporation’s
policies and procedures applicable to directors, including a requirement to maintain confidentiality of all matters discussed by the Board
at its meetings; (h) is not a party to any agreement that materially limits his voting discretion as a director or his ability to discharge
fiduciary duties to all directors; and (i) will take and subscribe an annual oath that he will faithfully and diligently perform the duties
of his office and will not knowingly violate or permit to be violated any provision of law or any requirements or qualifications of directors
listed in the Bylaws.
Mr. Polakoff: (a) will,
as necessary, own in his own right unencumbered stock in the Corporation in the amount of at least Two Hundred Dollars ($200.00) par
value at the time of his election to the Board and continue to own such par value amount throughout his term; (b) has not been subject
to a cease and desist order, consent, or other formal order by a state or federal regulatory agency which has been publicly disclosed
within the past ten (10) years; (c) has not been convicted of a crime involving dishonesty or breach of trust; (d) is not currently charged
with the commission of a crime; (e) maintains a principal residence within fifty (50) miles of the main office or a branch office of
the Corporation or its bank subsidiary; (f) is not a director, officer or 10% stockholder of a financial institution that has a main
office or branch offices within fifty (50) miles of the main office or a branch office of the Corporation; (g) will comply with all of
the Corporation’s policies and procedures applicable to directors, including a requirement to maintain confidentiality of all matters
discussed by the Board at its meetings; (h) is not a party to any agreement that materially limits his voting discretion as a director
or his ability to discharge fiduciary duties to all directors; and (i) will take and subscribe an annual oath that he will faithfully
and diligently perform the duties of his office and will not knowingly violate or permit to be violated any provision of law or any requirements
or qualifications of directors listed in the Bylaws.
SECURITY OWNERSHIP OF THE STILWELL
NOMINEE AND ALTERNATE NOMINEE
As of the
date hereof, neither the Stilwell Nominee nor the Alternate Nominee currently, directly or indirectly, own any securities of the Corporation,
and neither have transacted in securities of the Corporation during the past two years. Notwithstanding the foregoing, the Stilwell Nominee
and the Alternate Nominee, as necessary, intend to comply with any Common Stock ownership requirements set forth in the Bylaws as of the
appointment or election to the Board, as applicable.
| ▼ DETACH PROXY CARD HERE ▼ |
PRELIMINARY COPY SUBJECT TO COMPLETION
DATED MARCH 1, 2024
PROXY
Peoples
Financial Corporation 2024 ANNUAL MEETING OF STOCKHOLDERS
THIS PROXY IS SOLICITED BY STILWELL ACTIVIST INVESTMENTS,
L.P. AND THE OTHER PARTICIPANTS IN ITS PROXY SOLICITATION (COLLECTIVELY, “STILWELL”)
THE BOARD OF DIRECTORS OF PEOPLES FINANCIAL CORPORATION
IS NOT SOLICITING THIS PROXY
The undersigned hereby appoints Mr. Charles Garske,
Ms. Megan Parisi and Mr. Luis J. Lopez, and each of them, attorneys and agents with full power of substitution, as Proxy for the undersigned,
to vote all shares of common stock, par value $1.00 per share, of Peoples Financial Corporation (“Peoples Financial”
or the “Corporation”), which the undersigned is entitled to vote at the Corporation’s 2024 Annual Meeting of
Stockholders scheduled to be held on Wednesday, April 24, 2024, or any adjournments, postponements, continuations and reschedulings thereof
and at any meeting called in lieu thereof (the “Annual Meeting”).
This proxy, when properly executed will be voted in
the manner directed herein by the undersigned stockholder. Unless otherwise specified, this proxy will be voted “FOR” the
Stilwell Nominee and “FOR” the ratification of the appointment of Postlethwaite & Netterville as the Corporation’s
independent registered public accounting firm. This proxy revokes all prior proxies given by the undersigned.
Important Notice Regarding the Availability of
Proxy Materials for the Annual Meeting. Stilwell’s Proxy Statement and form of GREEN universal proxy card are available at [________].
For registered shares, your proxy must be received
by 11:59 p.m. Eastern Time the day before the Annual Meeting date.
IMPORTANT: PLEASE SIGN AND DATE ON THE REVERSE
SIDE.
| ▼ DETACH PROXY CARD HERE ▼ |
[X] Please mark vote as in this example
Stilwell recommends that you vote “FOR”
the Stilwell Nominee and DO NOT vote “FOR” the Corporation’s nominees listed below in Proposal 1.
You may submit votes “FOR” up to six
nominees in total. You are permitted to vote for less than six nominees. Importantly, if you mark more than six “FOR”
boxes with respect to the election of directors, all of your votes for the election of directors will be deemed invalid. If you mark fewer
than six “FOR” boxes with respect to the election of directors, this proxy card, when duly executed, will be voted only “FOR”
those nominees you have so marked.
| 1. | ELECTION OF SIX PERSONS TO SERVE AS DIRECTORS OF THE CORPORATION |
| STILWELL NOMINEE |
FOR |
WITHHOLD |
| a) Stewart F. Peck |
¨ |
¨ |
| NomineeS OF THE CORPORATION OPPOSED BY STILWELL |
FOR |
WITHHOLD |
| a) Ronald G. Barnes |
¨ |
¨ |
| b) Padrick D. Dennis |
¨ |
¨ |
| c) Jeffrey H. O'Keefe |
¨ |
¨ |
| d) Paige Reed Riley |
¨ |
¨ |
| e) George J. Sliman, III |
¨ |
¨ |
| f) Chevis C. Swetman |
¨ |
¨ |
Stilwell recommends you vote “FOR”
Proposal 2.
| 2. | RATIFICATION OF THE APPOINTMENT OF POSTLETHWAITE & NETTERVILLE AS THE
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR PEOPLES FINANCIAL CORPORATION |
| |
¨ FOR |
¨ AGAINST |
¨ ABSTAIN |
Dated: ____________________________
____________________________________
(Signature)
____________________________________
(Signature, if held jointly)
____________________________________
(Title)
WHEN SHARES ARE HELD JOINTLY, JOINT OWNERS SHOULD
EACH SIGN. EXECUTORS, ADMINISTRATORS, TRUSTEES, ETC., SHOULD INDICATE THE CAPACITY IN WHICH THEY ARE SIGNING. PLEASE SIGN EXACTLY AS
NAME APPEARS ON THIS PROXY.
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