's offeredcompromise of "onemutually agreeable director candidate" to prevent a proxy fight was effectivelyrejected as Clover Group nominated Johnny Guerry and Terry Philen as nominees tothe board.
Accordingto a Schedule 14A filed April 13, Guerry and Philen are both deemed independentunder NASDAQ marketplace rules.
Theactivist shareholder group outlined Guerry's qualifications, noting his "extensiveknowledge of the banking industry" and his understanding of financial issues.Clover Group also highlighted Philen's 30 years of experience as chief financialofficer for various industries.
Thegroup said it believes the background and expertiseof each nominee come with abilities appropriate to serving the company's board.
FinancialInstitutions had stated in its proxy statement filed April 8 that Guerry does notqualify as an independent director, citing an interview where the shareholder confirmedhe had no experience working for a bank and had limited corporate governance experience.
FinancialInstitutions will hold its annual shareholder meeting June 3.