Massbank rejects Seidman and his nominees as candidates for election to the board

By Lisa Kerner

Charlotte, N.C., Feb. 29 - Massbank Corp. notified Lawrence B. Seidman of Seidman and Associates, LLC that his nominees for election to the company's board do not meet the minimum threshold qualifications for nomination, election or service under article II, section 2A of Massbank's bylaws.

A similar notice was sent to the nominees, which include Seidman, Thomas Goggins and Welles Hatch.

Massbank filed copies of the notification letters in an 8-K filing with the Securities and Exchange Commission.

Massbank cited its bylaw that disqualifies a person or persons who fail to file certain beneficial stock ownership reports, fail to receive any necessary regulatory approvals relating to stock ownership, or who have been found guilty of conduct involving personal dishonesty, a breach of fiduciary duty or violation of banking or securities laws.

In addition, Massbank's board considered the enforcement action taken by the Office of Thrift Supervision against Seidman in connection with the case of IBS Financial Corp. v. Seidman & Associates, LLC, et. al in deciding to reject Seidman and his nominees.

There is a cure period under the bylaw.

Deadline for nominations is the close of business on Tuesday.

In a prior SEC filing, Seidman used the words "puppets" and "desperation" in reaction to the company's bylaw amendments.

Amendments to the bylaws included:

• A new provision to article I, section 1 and article II, section 2 that addresses the timing for stockholders to make director nominations or stockholder proposals related to the date of the annual meeting;

• A new section 2A to article II, entitled "Limitations on Eligibility to Serve as a Director;" and

• A new Section 9 to Article V regarding the severability of the bylaws.

In the past, Seidman, a 7.49% shareholder, recommended that the Reading, Mass., bank holding company accelerate share repurchases and consider a possible Dutch auction.

© 2015 Prospect News.
All content on this website is protected by copyright law in the U.S. and elsewhere. For the use of the person downloading only.
Redistribution and copying are prohibited by law without written permission in advance from Prospect News.
Redistribution or copying includes e-mailing, printing multiple copies or any other form of reproduction.