It's summertime, and the living is easy. Fish are jumping, and shareholders aren't voting - not enough, anyway, to satisfy the management of one Massachusetts bank.
Lexington Savings Bank this week extended a shareholder vote on merging with Main Street Community Bancorp of Waltham because not enough votes came in to approve the deal.
Timothy J. Hansberry, president and chief executive of $404.3 million- asset Lexington, said that summer vacations were probably partly to blame.
"In hindsight, an Aug. 22 meeting date was not as wise as having it after Labor Day," Mr. Hansberry said. "A lot of people are away."
The meeting was adjourned to Sept. 14.
Less than 60% of the thrift's outstanding shares had actually been voted by the end of the Aug. 22 meeting. Holders of more than 90% had approved the transaction, but that translates to only 55% of all shares supporting the merger. Full approval requires a two-thirds vote in favor.
Mr. Hansberry also attributed the low vote to shareholder confusion over the power of their brokers to vote for them, according to a press release.
More than 80% of Lexington's shares are held by brokers, who can make routine votes such as director elections without special permission from stockholders. As a result, many shareholders assumed they didn't have to send in their proxy cards.
But mergers and other "significant corporate actions" require specific authorization by the shareholders, preventing the brokers from acting independently, Mr. Hansberry explained.
Under the merger-of-equals agreement announced in March, Lexington and $423.1 million-asset Main Street are forming a new holding company, Affiliated Community Bancorp. Each share of both existing companies would be exchanged for one share of the new company and both Lexington and Main Street would maintain separate identities, franchises, and boards of directors.
Main Street shareholders have approved the transaction, which is still subject to final regulatory approval by the state. If all approvals are granted, the deal will probably close next month, officials say.
