Additional Proxy Soliciting Materials - Non-management (definitive) (dfan14a)
April 12 2022 - 3:31PM
Edgar (US Regulatory)
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 Rule 14a-12 |
Republic First Bancorp, Inc. |
(Name of Registrant as Specified in Its Charter)
|
|
DRIVER MANAGEMENT
COMPANY LLC
Driver Opportunity
Partners I LP
J. Abbott R.
Cooper
Peter B. Bartholow
Pamela D. Bundy
Richard H.
Sinkfield III
|
(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)
|
Payment of Filing Fee (Check the appropriate box):
| ☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
| (1) | Title of each class of securities to which transaction applies: |
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| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on
which the filing fee is calculated and state how it was determined): |
| (4) | Proposed maximum aggregate value of transaction: |
| ☐ | Fee paid previously with preliminary materials: |
☐ Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of
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Driver Management Company
LLC, together with the other participants named herein (collectively, “Driver”), has filed a definitive proxy statement and
accompanying WHITE proxy card with the Securities and Exchange Commission to be used to solicit votes for the election of its slate of
highly-qualified director nominees at the 2022 annual meeting of shareholders of Republic
First Bancorp, Inc., a Pennsylvania corporation (the “Company”).
Item 1: On April 12,
2022, Driver issued the following press release announcing its delivery of an open letter to the Company’s shareholders. The full
text of the letter is also attached hereto as Exhibit 99.1 and is incorporated herein by reference:
Driver Management Files Definitive Proxy Statement and
Sends Letter to Republic First Bancorp Shareholders
Contends Shareholder-Driven Change Is Urgently Needed
in Republic First Bancorp's Boardroom Following Years of Dismal Returns, Poor Corporate Governance, a Flawed Operating Strategy and Recent
Board Developments
Reiterates Call for the Company to Promptly Schedule
the 2022 Annual Meeting to Allow Shareholders to Vote on the Composition of the Board
Urges Shareholders to Vote on the WHITE Proxy
Card to Elect Driver's Three Highly Qualified Director Candidates, Who Can Help the Board Evaluate All Paths to Value Creation
NEW YORK--(BUSINESS WIRE)--Driver Management Company
LLC (together with its affiliates, “Driver” or “we”), a sizable shareholder of Republic First Bancorp, Inc. (NASDAQ:
FRBK) (“Republic First Bancorp” or the “Company"), today announced it has filed its definitive proxy statement
with the U.S. Securities and Exchange Commission and sent a letter to the Company's shareholders. Driver has nominated three highly qualified
and independent candidates for election to Republic First Bancorp's Board of Directors (the "Board") at the Company's 2022 Annual
Meeting of Shareholders (the "2022 Annual Meeting"). The letter can be viewed here.
Abbott Cooper, Driver’s Managing Member, stated:
“Following years of strategic missteps
and significant value destruction under the leadership of Chief Executive Officer and Chairman Vernon Hill and his boardroom allies, Theodore
Flacco and Barry Spevak, it is clear that meaningful change is needed atop the Company. We contend that Mr. Hill's costly and stale branch-driven
strategy has failed to create value at Republic First Bancorp, as evidenced by the Company's significant share price underperformance
versus the broader market over the last one, three and five years. We believe Republic First Bancorp today sits at a pivotal crossroads
with a value-destructive boardroom stalemate, an ineffective business model and deeply entrenched incumbent directors who appear to have
a flagrant disregard for shareholders' rights.
We find it shameful that the Company's 2022
Annual Meeting has been postponed indefinitely while an independent investigation into Mr. Hill's related party transactions is being
conducted, essentially protecting Mr. Hill and his allies from being voted off the Board by shareholders while Republic First Bancorp
continues to underperform. We believe shareholders cannot be expected to sit idly by while the Company flounders aimlessly. We are once
again calling upon the Board to immediately schedule the 2022 Annual Meeting to ensure that shareholders' voices are heard.
We believe our three independent and highly
qualified candidates – Peter B. Bartholow, Pamela D. Bundy and Richard H. Sinkfield III – possess the right banking sector
experience, mergers and acquisition expertise and corporate governance acumen to help the Board reverse the Company's long-term underperformance
and evaluate all potential paths to value creation. We look forward to giving shareholders the option to vote for change at the 2022 Annual
Meeting."
***
VOTE THE WHITE PROXY CARD TO
ELECT DRIVER'S ALIGNED AND EXPERIENCED SLATE.
CONTACT INFO@SARATOGAPROXY.COM WITH
QUESTIONS ABOUT YOUR PROXY AND HOW TO VOTE.
***
About Driver Management Company
Driver employs a valued-oriented, event-driven
investment strategy that focuses exclusively on equities in the U.S. banking sector. The firm’s leadership has decades of experience
advising and engaging with bank management teams and boards of directors on strategies for enhancing shareholder value. For information,
visit www.drivermanagementcompany.com.
Contact
For Investors:
Saratoga Proxy Consulting LLC
John Ferguson, 212-257-1311
jferguson@saratogaproxy.com
For Media:
Longacre Square Partners
Charlotte Kiaie / Bela Kirpalani, 646-386-0091
ckiaie@longacresquare.com / bkirpalani@longacresquare.com
Item 2: Also on April
12 2022, Driver uploaded the following materials to https://www.drivermanagementcompany.com/:
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