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Citi pushes back against breakup call; Wells Fargo, US Bancorp discourage votes for independent chairmen


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Citi pushes back against breakup call; Wells Fargo, US Bancorp discourage votes for independent chairmen

The following is a summary of recentactivist investor news from the bank and thrift space. Each company "inplay" is listed along with the activist group and that group's ownershipstake in the company, where applicable.

New York-based

Investors:Bartlett Collins Naylor, John Chevedden, CtW Investment Group, Trillium Investments Pty Ltd and AFL–CIO Reserve Fund

March 16:Citi's board asked shareholders to reject several proposals, including one thatwould have it look into splitting the company into two or more entities. Theboard also urged shareholders to continue allowing the vesting of equity-basedawards for senior executives who enter government service.

San Francisco-based

Investors:Gerald Armstrong, 23,934 shares. Trillium Asset Management LLC

March 16: WellsFargo's board asked shareholders to reject proposals requiring an and thesubmission of a report on the company's lobbying policies and practices.


Investors:Gerald Armstrong, 7,276 shares. Service Employees International Union General Fund, 80shares.

March 8:U.S. Bancorp's board asked shareholders to reject proposals requiring anindependent chairmanand the retention by senior executives of a large percentage of their equitycompensation.

New York-based

Investor:John Chevedden, 500 common shares.

March 11:BNY Mellon's board asked shareholders to reject a proposal requiring that anindependent chairmanbe appointed.


Investor:Gerald Armstrong, 3,937 shares.

March 4: CoBiz'sboard urged shareholders to reject a proposal requiring an . Armstrong haspushed for the policy for five consecutive years.

San Rafael, Calif.-basedWestamerica Bancorp.

Investor: GeraldArmstrong, 3,455 shares.

March 14:Westamerica's board asked shareholders to reject a proposal requiring anindependent chairman.Armstrong had argued that the roles of chairman and CEO are "fundamentallydifferent and should not be held by the same person."

Kansas City, Mo.-basedUMB Financial Corp.

Investor: Unnamed,92 shares.

March 14:UMB's board asked shareholders to reject a proposal requiring an , notingsimilar suggestions had previously been "overwhelmingly rejected."

Wayzata, Minn.-based

Investor:Marco Consulting Group Trust I.

March 16:TCF's board asked shareholders to vote against the proposal requiring seniorexecutives to keep a significant percentage of their until they retire orend their employment. The board argued such a move would impose"undesirable limits that lessen the value of incentives to executives."

Niles,Ohio-based First Niles FinancialInc.

Investor: Osborne Capital Corp., 4,665 shares.

March 24: First Niles' board asked shareholdersto vote against the activist investor's board nominees, , arguingtheir election would give proxy access to a single shareholder not bound by fiduciaryduty.

Waukesha,Wis.-based CIB Marine BancsharesInc.

Investor: , 100 shares.

March 23: CIB informed shareholders of Clutterbuck'sintention to nominatealternatives to the company's slate of directors.

Raleigh, N.C.-based

Investor:Gerald Armstrong, 25 class A shares and 150 class B shares.

March 14:First Citizens' board again urged shareholders to vote against Armstrong'sproposal that both class A and class B shares be each. The proposal hadalready been rejected in 2015.

Middleburg, Va.-based

Investor:David Sokol, 30.46%.

March 31:In a letter to Middleburg Financial's board, Sokol asked it to explorestrategicalternatives, claiming "maintaining the status quo [would be]unacceptable."

Alpena, Mich.-based

Investor:Joseph Stilwell, et al., 7.1%.

March 10:Stilwell's investor group called for buybacks instead of using excess capital to "bulkup" on securities.

Elizabethton, Tenn.-basedSFB Bancorp Inc.

Investors:Trondheim Capital Partners LP, 0%. Meixler Investment Management Ltd., 0%.

March 16:SFB's board disclosed it would repurchase 32,600 shares from Trondheim and 15,875shares from Meixler for $1.6 million in total. The shares bought back representa collective 13.27% stake and will result in the investors exiting theirholdings in SFB. Trondheim and Meixler had been looking to nominate at leastone director.

Waldorf,Md.-based Community FinancialCorp.

Investor: Basswood Capital Management LLC, 9.8%.

March 25: Community Financial disclosed it hadagreed to nominate Basswood's candidate, Eric Goldberg, for election to its board, as well asname him to the board of subsidiary . The parties had held a "constructive meeting"a few days earlier.

Stuart,Fla.-based Seacoast Banking Corp.of Florida

Investor: Basswood Capital Management, 6.89%.

March 23:Seacoast disclosed it had agreed to grant nonvoting observer status to Basswood'sMatthew Lindenbaum at its board meetings for a minimum of six months.Lindenbaum had earlier requested the appointment of a representative to theboard.

Hampton, Va.-based

Investors: , 6.1%.

March 16:Richard Lashley and John Palmer's investor group said it was its proxy contest with OldPoint and would vote all shares in favor of the company's own board nominees atthe 2016 and 2017 annual meetings. The move was pursuant to an agreement thatwould see Old Point nominate William Keefe for election to the board.

Investor:Joseph Stilwell, et al., 6.4%

March 18:Stilwell's investor group expressed support for FSB's conversion plan anddisclosed that they had increased their stake from 5.3%.

Paoli, Pa.-based

Investor:Lawrence Seidman, et al., 6.91%.

March 8:Seidman's group disclosed it had increased its stake in Malvern. It was previously 5.39%.


Investor:PL Capital Group, 0%.

March 10:PL Capital exited itsstake in Malvern, having earlier expressed support for CEO Anthony Weagley.

Los Angeles-based

Investor:Maltese Capital ManagementLLC, 0%.

March 22:Terry Maltese's investor group exited its stake in 1st Century, which is being acquiredby Midland Financial Co.

White Plains, N.Y.-basedNorthEast Community BancorpMHC

Investor:Stilwell Value Partners IVL.P.

March22: The Appellate Division of theSupreme Court of New York granted NorthEast Community's motion for . Back in 2011,Joseph Stilwell claimed that the bank's board was abusing the federal bankcharter to perpetuate nepotism.