Hills faction of the board argued that those alleged actions, which include Hills wife
Shirleys architectural firm designing the banks branches, were not illegal and that the four opposing shareholders had approved the work in the past. It also said Norcross did not raise the issue when Shirley Hill performed similar tasks
at Commerce Bancorp which Hill founded in 1973 and for which he served as chairman and CEO until regulators forced him out in 2007. Commerce was subsequently sold to TD Bank Group.
With Floccos death, Hill, Spevak and board ally Brian Tierney were outnumbered on the board by a 4-3 margin. It
is unclear what the next step will be for the new board majority. Hill certainly has a contract as CEO that will need to be honored in some fashion, but the board could now side with the activist investors in pushing for a swift resolution to the
squabble over the proxy fight and hold the annual meeting originally scheduled for May 10 at The Union League in Center City. In December, Driver nominated a slate of three candidates to oppose the
re-election of Hill, Flocco and Spevak.
The board majority could also ultimately entertain the Norcross-Braca
groups plan to buy a majority stake in the bank or solicit other bids. Or it could choose to make strategic changes from Hills fast-paced growth plan that has been called into question by the activist investors.
Madonna is a lawyer by trade, practicing at Blank Rome (1980-91) and Spector Gadon & Rosen (2002 to 2005). He
founded Republic in 1988, serving as its chairman until 2016 and CEO from 2000 to 2021.
Republic operated largely as a commercial bank with moderate
success until Madonna brought in Hill in 2008 as a strategic advisor and financial backer. Since that time, Hill has helped grow Republic Bank from $700 million in assets to $5.6 billion and increased its number of retail branches from
eight to 36. In the process, Republic adopted many of the retail-friendly strategies he employed during his time leading Commerce Bank, such as free checking, coin-counting machines, pet treats, and longer hours. But some investors have complained
that the banks fast-growth strategy cut into its stock and financial performance.
The proxy battle started in late October when Republic First
talked about raising capital to fuel more growth, which was opposed by Cooper, who complained about the banks relatively low earnings per share and stock price compared to its peers. Cooper nominated his board slate in December and Republic
First delayed the capital raise indefinitely. The Norcross-Braca group joined the fray on Jan. 31 and said it would back Drivers slate. They ultimately proposed a plan to acquire a majority stake and install Braca to replace Hill as CEO.
Representatives for Hill and both activist investors could not be immediately reached Saturday for comment about Hills removal as chairman.
(end of article)
Please visit www.sec.gov
[sec.gov] to obtain copies of any Schedule 13D, as amended from time to time, and 14A filings by the group led by George E. Norcross, III, Gregory B. Braca and Phillip A. Norcross.
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
The
Group (as defined below) has filed a preliminary proxy statement with the Securities and Exchange Commission (the SEC) with respect to the election of directors of Republic First Bancorp, Inc. (the Issuer), which the Group
expects will occur at the 2022 annual meeting of shareholders once scheduled by the Issuer (the 2022 Annual Meeting).
GEORGE E. NORCROSS,
III, GREGORY B. BRACA, PHILIP A. NORCROSS, AVERY CONNER CAPITAL TRUST AND SUSAN D. HUDSON, GEOFFREY B. HUDSON, ROSE M. GUIDA AND PHILIP A. NORCROSS, EACH IN THEIR CAPACITIES AS CO-TRUSTEES THEREOF
(COLLECTIVELY, THE GROUP), MAY BE DEEMED TO BE PARTICIPANTS IN THE SOLICITATION OF PROXIES WITH RESPECT TO THE 2022 ANNUAL MEETING. A DESCRIPTION OF THE PARTICIPANTS INTERESTS, BY SECURITY HOLDINGS OR OTHERWISE, IS CONTAINED IN THE
SCHEDULE 13D, JOINTLY FILED BY THE GROUP ON JANUARY 31, 2022, AS AMENDED FROM TIME TO TIME. SHAREHOLDERS OF THE ISSUER ARE