FTI Consulting Defends Five Star Bank During Its First Proxy Fight
Five Star Bank
On December 16, 2015, the Board of Directors of Financial Institutions, (“FISI”), the parent company of Five Star Bank, Scott Danahy Naylon Insurance, and Courier Capital Investment Management, received a letter from Clover Partners, a Dallas-based financial services activist investor, and one of FISI’s largest shareholders. Clover Partners protested the Company’s recent acquisitions of Scott Danahy Naylon Insurance and Courier Capital Investment Management, and publicly called for an immediate sale of the Company. Clover Partners subsequently nominated two directors for election to the Company’s Board of Directors at the Annual Meeting. FTI Consulting was retained to advise FISI through its first activism defense campaign and manage the Company’s multi-stakeholder communications.
Our Role With Five Star Bank
FTI Consulting provided strategic advisory services to FISI during the 7-month campaign, working closely with the Company’s executive team and alongside financial and legal advisors, to advise the Company on its strategy to appoint a new Board member in the midst of its defense campaign. FTI Consulting developed preparatory materials for meetings for use by the management team, along with four “fight letters” and multiple press releases in support of the Company’s defense campaign. FTI Consulting managed the flow of all communication materials between the advisor groups, as well as managed local media engagement throughout the campaign with standby statements, reporter backgrounders, and media coverage reports. Finally, FTI Consulting developed and executed an employee communications strategy, and trained and prepared members of the management team and Board of Directors prior to meetings with Clover Partners and the Company’s Annual Shareholders Meeting.
Following the 7-month campaign, FISI’s entire Board of Directors slate was elected by an extremely wide margin while none of Clover Partners nominees were elected. FTI Consulting helped FISI to successfully communicate its strategy and the rationale behind its recent acquisitions to each of its key stakeholder groups.