Team Financial, Bicknell reach agreement on elections; annual meeting postponed

By Lisa Kerner

Charlotte, N.C., June 17 - Team Financial, Inc. said it reached an agreement with large stockholder Bicknell Group effectively ending a proxy battle between the two companies.

The agreement calls for Team Financial to postpone or adjourn the 2008 annual meeting in order to resolicit proxies for a revised slate of class III director nominees to be elected at the reconvened meeting.

According to a Team Financial news release, the reconvened meeting will be held within 60 days.

For its part, Bicknell Group agreed to vote in favor of a revised slate nominated by Team Financial that includes existing director Robert Blachly, former chief financial officer and director Richard J. Tremblay and Jeffery L. Renner, a current non-management nominee to the board.

Carolyn Jacobs and Denis Kurtenbach have declined to stand for nomination as class III directors, and independent director Harold G. Sevy Jr. has agreed to resign in conjunction with the agreement.

Team Financial said it will also:

• Reconstitute the strategic planning committee of the board of directors;

• Agree to not extend its rights agreement with American Securities Transfer & Trust, Inc. beyond the expiration date of June 3, 2009 or adopt any similar agreement without stockholder approval;

• Present a proposal at the 2009 annual meeting to declassify the board so that annually all directors will stand for re-election; and

• Move forward with its plan to have independent director Connie Hart become chairman of the board.

Bicknell Group, an 11.9% shareholder, said it will:

• Refrain from any tender offer, exchange offer, merger or business combination with Team Financial;

• Refrain from any solicitation of proxies until the earlier of the 2009 annual meeting or June 30, 2009; and;

• Agree not to seek to amend any provision of the company's articles of incorporation or bylaws.

"We are extremely pleased and gratified that the Bicknell Group has joined with us to take these actions which will be in the best interests of all of our stockholders and we look forward to continuing support and cooperation with the Bicknell Group," Team Financial chairman and chief executive officer Robert J. Weatherbie said in the release.

Team Financial, located in Paola, Kan., is the financial holding company for TeamBank, NA and Colorado National Bank.

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