A highly regarded Southern California business bank is fielding an unexpected proxy challenge from Cincinnati.
A Cincinnati-dominated group of six shareholders of Professional Bancorp, Santa Monica, has put up a dissident slate of directors who would remove "one or more" executives of the bank.
The group controls 11% of the outstanding stock. In its May 10 filing with the Securities and Exchange Commission, it said it intends to file a proxy statement urging shareholders to withhold or revoke management- solicited proxies for the June 19 annual meeting.
Dr. Joel W. Kovner, chairman and chief executive of Professional Bancorp, said the filing caught him off guard. He controls more than 400,000 shares, which is more than 25% of Professional Bancorp's stock.
"I've had no contact with them; I've had no discussions with them; and I have no idea what they're trying to do," he said. "It was as much a surprise to me as to my board of directors."
Handled by the Cincinnati law firm Brown, Cummins & Brown Co., the filing stated that the group intends to solicit proxies from shareholders for the purpose of electing a slate of directors that would be a majority on the company's board, then replacing the current management team.
Representatives of the dissidents couldn't be reached for comment.
Dr. Kovner said the bank has been doing quite well of late and was unaware of any shareholder dissatisfaction.