Financial Institutions in Warsaw, N.Y., has offered an olive branch to resolve a proxy battle with an activist investor.

The $3.4 billion-asset company disclosed in a preliminary proxy statement last week that it "remains receptive" to working with Clover Partners to avoid a proxy contest. Clover recently disclosed plans to nominate two directors to Financial Institutions' board.

Financial Institutions said it recently sent Clover a letter offering to discuss a plan to add a "mutually agreeable" director to the board. Under terms of the proposal, the candidate would have "no prior relationship" with Financial Institutions, its board or management team and Clover.

Financial Institutions said that as of April 8 it had not heard back from Clover.

Financial Institutions has faced pressure from Clover since December, when the investor sent a letter criticizing the acquisitions of the insurance brokerage Scott Danahy Naylon and the investment firm Courier Capital, while also calling for the company's sale. Funds associated with Clover own about 5.5% of Financial Institutions' stock.

Calls for a sale were amplified in January when Peter Humphrey, Financial Institutions' former president and chief executive, also said he would like the company to search for a buyer.

The annual meeting is set for June 3.

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