'sboard asked shareholders to vote against Osborne Capital Corp.'s proposeddirector nominees Lance Osborne and Steven Passov, according to a proxystatement filed March 24.
Osborne,36, is a real estate developer, while Passov, 49, is a commercial real estatebroker, according to Osborne Capital, which has indicated it is a beneficialowner of 4,665 First Niles Financial common shares.
In thefiling, First Niles Financial said that members of the board and the nominatingcommittee have a fiduciary duty to act in the best interests of the company andits shareholders, and that the board is also accountable to the company'sshareholders through the company's corporate governance documents and policies,including having all directors elected by the shareholders.
"Insteadof this system of accountability, the proposal of Osborne Capital Corp.provides access to the company's proxy by a single shareholder who does nothave a similar fiduciary duty, is not bound by the company's corporategovernance policies and practices, and may be nominating directors who advanceits own specific agenda without regard to the best interests of the company orits shareholders," First Niles Financial said.
The Niles,Ohio-based company urged shareholders to vote in favor of the board'srecommended nominees: directors P. James Kramer and Robert Shaker. Kramer wasappointed chairman on April 18, 2007.
Kramer, 60,has served as president of heating and air conditioning company Wm. Kramer& Sons since 1984. Shaker, 53, is an attorney with the law firm Shaker& Shaker LLP.
Shareholdersof record as of March 11 are entitled to vote at the annual meeting to be heldApril 27.