Republic First Bancorp, Inc. Receives Notice of Intent for Director Nominees
December 09 2021 - 4:30PM
Republic First Bancorp, Inc. (NASDAQ: FRBK), the holding company
for Republic Bank, announced that the Board of Directors of
Republic First Bancorp, Inc. (the “Company”) is in receipt of
Driver Management Company LLC’s and certain of its affiliates’
(“Driver”) notice of intent to nominate Peter B. Bartholow, Pamela
D. Bundy and Richard H. Sinkfield III in connection with the
Company’s 2022 annual meeting (the “Notice”). Shareholders are not
required to take any action at this time. The Board will make its
recommendations with respect to director nominations in its proxy
statement for the 2022 annual meeting to be filed with the
Securities and Exchange Commission.
Since receiving the Notice from Driver, the
Board has attempted to engage with Driver as it would with any
shareholder of the Company. The Board’s engagement efforts have
included a request to interview Driver’s director candidates – Mr.
Bartholow, Ms. Bundy and Mr. Sinkfield – in order to both evaluate
the qualifications of Driver’s director candidates and explore
whether a mutually agreeable resolution might be achievable where
Driver would withdraw its proxy fight. Unfortunately, Driver
refused to permit Mr. Bartholow, Ms. Bundy and Mr. Sinkfield to be
interviewed unless the Board first met a number of conditions,
including reimbursing Driver’s expenses in connection with its
investment in the Company to date. Although Driver will not support
any interviews taking place, the Board intends to reach out to Mr.
Bartholow, Ms. Bundy and Mr. Sinkfield to see if they would
independently agree to schedule interviews with members of the
Board.
In order for shareholders to have timely,
complete and accurate information about these matters, the Company
is filing Driver’s and the Board’s correspondence about the
interviews of Mr. Bartholow, Ms. Bundy and Mr. Sinkfield
contemporaneously with this Form 8-K.
About Republic Bank
Republic Bank, a subsidiary of Republic First
Bancorp, Inc., is a full-service, state-chartered commercial bank,
whose deposits are insured up to the applicable limits by the
Federal Deposit Insurance Corporation (FDIC). The Bank provides
diversified financial products through its thirty-two stores
located in the Greater Philadelphia, Southern New Jersey and New
York market place. Republic Bank stores are open 7 days a week, 361
days a year, with extended lobby and drive-thru hours providing
customers with some of the most convenient hours compared to any
bank in its market. The Bank offers free checking, free coin
counting, ATM/Debit cards issued on the spot and access to more
than 55,000 surcharge free ATMs worldwide via the Allpoint Network.
The Bank also offers a wide range of residential mortgage products
through its mortgage division which does business under the name of
Oak Mortgage Company. For more information about Republic Bank,
visit www.myrepublicbank.com.
Important Additional Information
The Company, its directors and certain of its
executive officers are participants in the solicitation of proxies
from the Company’s shareholders in connection with the Company’s
2022 annual meeting of shareholders. The Company intends to file a
definitive proxy statement and a WHITE proxy card with the
Securities and Exchange Commission (the “SEC”) in connection with
any such solicitation of proxies from the Company’s shareholders.
SHAREHOLDERS OF THE COMPANY ARE STRONGLY ENCOURAGED TO READ SUCH
PROXY STATEMENT, ACCOMPANYING WHITE PROXY CARD AND ALL OTHER
DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN
THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION.
The Company’s definitive proxy statement for the 2021 annual
meeting of shareholders contains information regarding the direct
and indirect interests, by security holdings or otherwise, of the
Company’s directors and executive officers in the Company’s
securities. Information regarding subsequent changes to their
holdings of the Company’s securities can be found in the SEC
filings on Forms 3, 4, and 5, which are available on the Company’s
website at http://investors.myrepublicbank.com/ or through the
SEC’s website at www.sec.gov. Information can also be found in the
Company’s Annual Report on Form 10-K for the year ended
December 31, 2020 on file with the SEC. Updated information
regarding the identity of potential participants, and their direct
or indirect interests, by security holdings or otherwise, will be
set forth in the definitive proxy statement and other materials to
be filed with the SEC in connection with the 2022 annual meeting of
shareholders. Shareholders will be able to obtain the definitive
proxy statement, any amendments or supplements to the proxy
statement and other documents filed by the Company with the SEC at
no charge at the SEC’s website at www.sec.gov. Copies will also be
available at no charge at the Company’s website at
http://investors.myrepublicbank.com.
Forward Looking Statements
The Company may from time to time make written
or oral “forward-looking statements”, including statements
contained in this release and in the Company's filings with the
Securities and Exchange Commission. The forward-looking statements
contained herein, are subject to certain risks and uncertainties
that could cause actual results to differ materially from those
projected in the forward-looking statements. For example, risks and
uncertainties can arise with changes in: general economic
conditions, including turmoil in the financial markets and related
efforts of government agencies to stabilize the financial system;
the adequacy of our allowance for loan losses and our methodology
for determining such allowance; adverse changes in our loan
portfolio and credit risk-related losses and expenses;
concentrations within our loan portfolio, including our exposure to
commercial real estate loans, and to our primary service area;
changes in interest rates; business conditions in the financial
services industry, including competitive pressure among financial
services companies, new service and product offerings by
competitors, price pressures and similar items; deposit flows; loan
demand; the regulatory environment, including evolving banking
industry standards, changes in legislation or regulation; impact of
the Dodd-Frank Wall Street Reform and Consumer Protection Act; our
securities portfolio and the valuation of our securities;
accounting principles, policies and guidelines as well as estimates
and assumptions used in the preparation of our financial
statements; rapidly changing technology; litigation liabilities,
including costs, expenses, settlements and judgments; and other
economic, competitive, governmental, regulatory and technological
factors affecting our operations, pricing, products and services.
You should carefully review the risk factors described in the Form
10-K for the year ended December 31, 2020 and other documents the
Company files from time to time with the Securities and Exchange
Commission. The words “would be,” “could be,” “should be,”
“probability,” “risk,” “target,” “objective,” “may,” “will,”
“estimate,” “project,” “believe,” “intend,” “anticipate,” “plan,”
“seek,” “expect” and similar expressions or variations on such
expressions are intended to identify forward-looking statements.
All such statements are made in good faith by the Company pursuant
to the “safe harbor” provisions of the U.S. Private Securities
Litigation Reform Act of 1995. The Company does not undertake to
update any forward-looking statement, whether written or oral, that
may be made from time to time by or on behalf of the Company,
except as may be required by applicable law or regulations.
Source: |
Republic First
Bancorp, Inc. |
|
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Contact: |
Frank A. Cavallaro, CFO |
|
(215) 735-4422 |
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