Activists Staying Busy in Advance of Proxy Season

Fall may serve as the unofficial offseason for activist investors, but a number of shareholders are keeping active even though proxy season is several months away.

Companies like Malvern Bancorp (MLVF), Orrstown Financial (ORRF) and First Financial Northwest (FFNW) are learning that lesson first hand as they wrangle with outside investors who seem determined to shake up the status quo.

Malvern converted to a fully public stock company from a mutual thrift earlier this month, allowing the Paoli, Pa., company to raise $36 million.

The conversion was insufficient for Richard Lashley and John Palmer at PL Capital. They contend that corporate bylaws ushered in during the conversion process gave too much control to Malvern's management. The duo is threatening to oppose future executive compensation packages unless management lets shareholders vote on changing the bylaws.

Lashley and Palmer are incensed with a requirement that shareholders have a 75% supermajority to approve certain transactions. Shareholders approved the rule as part of a broader platform tied to the conversion.

"With a supermajority, 75% is such a high threshold," Lashley said in an interview Wednesday. "You might as well make it 100%."

Lashley said the vote was skewed because Malvern's mutual holding company threw its support — and its shares — behind the proposal. The mutual holding company was later dissolved as part of the conversion.

Since the mutual holding company is gone, "it should not dictate what the shareholders ... will have to live with," Lashley wrote in an Oct. 17 letter to Malvern's management that was included in a recent regulatory filing. He noted that the mutual holding company was controlled by the same people who run Malvern.

Lashley said the vote was nonbinding and lacked legal weight, adding that he wants a new vote now that the mutual holding company no longer exists. "I understand why they needed to legally come into existence with articles and bylaws," he said. "To adopt fairly strict or draconian corporate governance provisions without formally getting shareholder approval from the new shareholders is inappropriate."

Ronald Anderson, Malvern's president and chief executive, could not be reached for comment. Lashley, however, said that the company had responded to his letter with an indication that it would consider his firm's suggestions.

PL Capital has also started building a stake in Orrstown Financial. The Shippensburg, Pa., company has struggled in recent quarters with nonperforming assets and the departure of several executives.

The firm disclosed in a regulatory filing Monday that it has a 6.4% stake in Orrstown. PL Capital said it will "monitor the performance" of the $1.3 billion-asset company and the actions of its management and board. PL Capital said it would intervene and assert its rights, if needed.

"They've had significant changes in senior management and they have a significant amount of work to do on their nonperforming assets," Lashley said in the interview.

Nonperforming assets made up about 4.5% of Orrstown's total assets at June 30. In May, the company's chief financial officer departed, and several other executives have resigned in the past year.

First Financial Northwest in Renton, Wash., is continuing to deal with Stilwell Group. The $973 million-asset company last week blamed litigation with the New York firm for contributing to a $791,000 loss in the third quarter.

Stilwell Group filed a lawsuit in June to contest the results of First Financial's annual meeting. Stilwell's candidate received enough votes to remove Victor Karpiak, the company's chairman and chief executive, from the board. A proxy tabulation service invalidated most of the votes for Stilwell's candidate.

First Financial said legal fees totaled $260,000 during the third quarter. The company is bracing for more legal bills, noting that it expects the matter to go to an evidentiary hearing in January.

Calls to Stilwell and Karpiak were not returned.