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Investor nominates two for CCSB board, but warns that votes may not be counted

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Investor nominates two for CCSB board, but warns that votes may not be counted

Park GP Inc. is seeking shareholder votes for the investor's nomination of David L. Johnson and DeAnn Totta to Liberty, Mo.-based CCSB Financial Corp.'s board.

Johnson previously was chairman, president and CEO of Maxus Realty Trust and is a majority owner of Missouri-based Maxus Properties Inc., a commercial property management company. The filing also states that Johnson owns 21.3% of First Missouri National Bank and is on that bank's board of directors. SNL Financial data show there is a David L. Johnson on the boards of First Missouri Bancshares Inc. and its banking subsidiary First Missouri Bank. Totta is the vice president for reporting and compliance of Maxus Properties.

In its nomination proxy filing, Park GP noted that because it missed the advance-notice byline to submit nominations under the company's bylaws, it is possible CCSB's board may not count shareholder votes for Park GP's nominees. It requested a waiver from this rule, and the company denied this request. "Nevertheless, Park GP believes that undertaking the solicitation process will be a referendum on whether the CCSB Board should waive [the application of the rule] and accept such votes," the investors wrote.

Park GP beneficially owned 95,494 common shares, or more than 12%, of CCSB's common stock as of Dec. 1, 2016. The investor made two offers to purchase shares of the company in 2016. The company's response to these offers was to state a position of neutrality, while also noting that the offers were mini-tender offers, which are subject to fewer disclosure requirements than tender offers that involve more than 5% of a company's stock.