Eastern Bankshares, Inc. Announces Intent to Declassify Its Board of Directors
May 03 2021 - 4:47PM
Business Wire
Eastern Bankshares, Inc. (the “Company,” or together with its
affiliates and subsidiaries, “Eastern”) (NASDAQ Global Select
Market: EBC), the stock holding company of Eastern Bank, today
announced a plan to declassify the Company’s Board of Directors
(“Board”), from three classes of directors to a single class.
Following a recommendation by its Nominating and Governance
Committee, the Board plans to propose an amendment to the Company’s
Articles of Organization (“Charter”) to declassify the Board over a
five (5) year period. The Board then intends to seek the approval
of the Company’s shareholders of such amendment at the Company’s
2022 Annual Meeting of Shareholders (“2022 Annual Meeting”).
Currently, the Company’s Board is divided into three classes,
with members of each class being elected to and serving three-year
terms. The planned amendment to the Charter will provide that
beginning with the Company’s 2024 Annual Meeting of Shareholders,
the classes of directors will be nominated for re-election for
three-, two- and one-year terms, respectively. If the proposed
amendment is approved by the shareholders at the 2022 Annual
Meeting, the Company’s Charter will be modified such that the Board
will be fully declassified, with all directors standing for annual
election, at the Company’s 2027 Annual Meeting of Shareholders.
“The Eastern Bankshares, Inc. Board believes that a robust
governance program is vital to creating long-term shareholder
value,” stated Bob Rivers, Chief Executive Officer and Chair of the
Board of Eastern Bankshares, Inc. and Eastern Bank. “The recent
commitment by the Board to eliminate board classes and move to
one-year terms over a transition period is a great demonstration of
our commitment to strong corporate governance and accountability to
our shareholders.”
The full text of the proposal will be included in the Company’s
proxy statement to be filed with the Securities and Exchange
Commission (“SEC”) prior to the Company’s 2022 Annual Meeting.
ABOUT EASTERN BANKSHARES, INC.
Eastern Bankshares, Inc. is the stock holding company for
Eastern Bank. Founded in 1818, Boston-based Eastern Bank has more
than 110 locations serving communities in eastern Massachusetts,
southern and coastal New Hampshire, and Rhode Island. As of March
31, 2021, Eastern Bank had approximately $17 billion in total
assets. Eastern provides banking, investment and insurance products
and services for consumers and businesses of all sizes, including
through its Eastern Wealth Management division and its Eastern
Insurance Group LLC subsidiary. Eastern takes pride in its
outspoken advocacy and community support that includes $240 million
in charitable giving since 1994. An inclusive company, Eastern
employs approximately 1,900 deeply committed professionals who
value relationships with their customers, colleagues, and
communities. For investor information, visit
investor.easternbank.com.
IMPORTANT INFORMATION
The Company has filed with the SEC and provided to its
shareholders a definitive proxy statement and additional
solicitation material in connection with its 2021 Annual Meeting of
Shareholders (“2021 Annual Meeting”). SHAREHOLDERS ARE URGED TO
READ THE PROXY STATEMENT, THE ADDITIONAL SOLICITATION MATERIALS AND
OTHER RELEVANT DOCUMENTS FILED BY THE COMPANY WITH THE SEC IN THEIR
ENTIRETY BECAUSE THEY CONTAIN, OR WILL CONTAIN, IMPORTANT
INFORMATION. Shareholders may obtain free copies of these documents
through the website maintained by the SEC at http://www.sec.gov and
through the website maintained by the Company at
investor.easternbank.com. The Company, its directors and certain of
its officers may be deemed to be participants in the solicitation
of the Company’s shareholders in connection with its 2021 Annual
Meeting. Information regarding the names, affiliations and direct
and indirect interests (by security holdings or otherwise) of these
persons can be found in the Company’s definitive proxy statement
for the 2021 Annual Meeting, which was filed with the SEC on April
1, 2021.
FORWARD-LOOKING STATEMENTS
This press release contains “forward-looking statements” within
the meaning of section 27A of the Securities Act of 1933, as
amended, and section 21E of the Securities Exchange Act of 1934, as
amended. Forward-looking statements include statements regarding
anticipated future events and can be identified by the fact that
they do not relate strictly to historical or current facts. You can
identify these statements from the use of the words “may,” “will,”
“should,” “could,” “would,” “plan,” “potential,” “estimate,”
“project,” “believe,” “intend,” “anticipate,” “expect,” “target”
and similar expressions. Forward-looking statements, by their
nature, are subject to risks and uncertainties. There are many
factors that could cause actual results to differ materially from
expected results described in the forward-looking statements.
Certain factors that could cause actual results to differ
materially from expected results include developments in the
Company’s market relating to the COVID-19 pandemic, including the
severity and duration of the associated economic slowdown, adverse
developments in the level and direction of loan delinquencies and
charge-offs and changes in estimates of the adequacy of the
allowance for loan losses, increased competitive pressures, changes
in the interest rate environment, as well as general economic
conditions or conditions within the securities markets, and
legislative and regulatory changes that could adversely affect the
business in which the Company and its subsidiary Eastern Bank are
engaged. For further discussion of such factors, please see the
Company’s most recent Annual Report on Form 10-K and subsequent
filings with the SEC, which are available on the SEC’s website at
www.sec.gov.
You should not place undue reliance on forward-looking
statements, which reflect the Company's expectations only as of the
date of this press release. The Company does not undertake any
obligation to update forward-looking statements.
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version on businesswire.com: https://www.businesswire.com/news/home/20210503005757/en/
Investor Contact Jillian
Belliveau Eastern Bankshares, Inc.
InvestorRelations@easternbank.com 781-598-7920 Media Contact Andrea Goodman Eastern
Bank a.goodman@easternbank.com 781-598-7847
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