Driver Management Nominates Highly Qualified, Independent Candidate for Election to Republic First Bancorp’s Board of Directors
June 02 2022 - 9:55AM
Business Wire
Nominates Peter Bartholow for Election to the
Company’s Board of Directors at Court-Ordered Special Meeting of
Shareholders to Be Held No Later than July 10th
Believes that Unfortunate Boardroom Dysfunction
Has Been Perpetuated by CEO Vernon Hill’s Intransigence and Failed
Business Strategy
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 issued a statement regarding its decision to nominate a
highly qualified and independent candidate for election to the
Company's Board of Directors (the "Board") at a court-ordered
special meeting of shareholders (the "Special Meeting") to elect
one director to fill an existing vacancy on the Board.
Abbott Cooper, Driver’s founder and managing member,
commented:
“Like many shareholders, we are concerned by the level of board
dysfunction at Republic First Bancorp that has resulted in the
court-ordered appointment of a custodian to oversee the Company, as
well as a court-ordered Special Meeting to elect one director to
fill the existing vacancy on the Board. It is clear to us that this
unfortunate and unprecedented situation is due to the intransigence
of Vernon Hill, the Company’s Chief Executive Officer, and his
irrational commitment to a failed business model.
Accordingly, we have nominated Peter Bartholow – Texas Capital
Bancshares’ former Chief Financial Officer, Chief Operations
Officer and board member – for election to Republic First Bancorp's
Board at the Special Meeting. If elected, Mr. Bartholow will work
tirelessly to restore investor confidence and to preserve and
enhance shareholder value.
We hope that following the court-ordered Special Meeting,
Republic First Bancorp will promptly call and hold its 2022 Annual
Meeting of Shareholders (which has yet to be scheduled), so that
shareholders have the opportunity to support substantial
Board-level change at the Company. In the meantime, it is our view
that the election of Mr. Bartholow at the Special Meeting is
absolutely necessary in order to eliminate the unacceptable
dysfunction that has rendered the Board incapable of acting in the
best interests of shareholders.”
Peter B. Bartholow
Biography
Peter B. Bartholow has extensive knowledge of capital markets,
mergers and acquisitions and the U.S. banking sector. Mr. Bartholow
formerly served as Chief Operating Officer and Chief Financial
Officer of Texas Capital Bancshares, Inc. (NASDAQ: TCBI), and as
Chief Financial Officer of First USA, Inc. (formerly NYSE: FUS).
Mr. Bartholow holds a Master of Business Administration from the
University of Texas and a Bachelor of Arts from Vanderbilt
University.
***
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.
CERTAIN INFORMATION CONCERNING THE
PARTICIPANTS
Driver Management Company LLC, together with the other
participants named herein (collectively, “Driver”), intends to file
a preliminary proxy statement and accompanying WHITE proxy card
with the Securities and Exchange Commission to be used to solicit
votes for the election of its highly qualified director nominee at
the special meeting of shareholders of Republic First Bancorp,
Inc., a Pennsylvania Company (the “Company”).
DRIVER STRONGLY ADVISES ALL SHAREHOLDERS OF THE COMPANY TO READ
THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH
PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEB
SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS
PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT
WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES
SHOULD BE DIRECTED TO THE PARTICIPANTS’ PROXY SOLICITOR.
The participants in the proxy solicitation are anticipated to be
Driver Management Company LLC (“Driver Management”), Driver
Opportunity Partners I LP (“Driver Opportunity”), J. Abbott R.
Cooper and Peter B. Bartholow.
As of the date hereof, the participants in the proxy
solicitation beneficially own in the aggregate 391,854 shares of
Common Stock, par value $0.01 per share, of the Company (the
“Common Stock”). As of the date hereof, Driver Opportunity owns,
either beneficially or of record, 385,854 shares of Common Stock.
Driver Management, as the general partner of Driver Opportunity,
may be deemed to beneficially own the shares of Common Stock
directly beneficially owned by Driver Opportunity. Mr. Cooper, as
the Managing Member of Driver Management, may be deemed to
beneficially own the shares of Common Stock owned by Driver
Opportunity. As of the date hereof, Mr. Bartholow directly
beneficially owns 6,000 shares of Common Stock.
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version on businesswire.com: https://www.businesswire.com/news/home/20220602005640/en/
Longacre Square Partners Charlotte Kiaie / Bela Kirpalani,
646-386-0091 driver@longacresquare.com
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