Poage in Kentucky Discloses Chairman's Death

Poage Bankshares in Kentucky disclosed that its chairman has died.

The $430 million-asset company said in a regulatory filing that J. Thomas Rupert passed away unexpectedly. Thomas Carver, Poage's vice chairman, will serve as the company's acting chairman.

Rupert's "contributions to our institution for more than 30 years are immeasurable, and his energy and insight in our board room will be missed," Ralph Coffman, Poage's president and chief executive, said in the filing.

Poage recently fended off a proxy challenge from activist investor Joseph Stilwell — who owns more than 8% of the company's stock — seeking board representation. Stilwell had expressed discontent with the company's agreement to buy Town Square Financial in Ashland, Ky., for $14.7 million. Stilwell sought a board seat to encourage the company to sell itself, while Poage's management wanted to be an acquirer.

Stilwell nominated Stephen Burchett, an Ashland lawyer, to join the board. Stilwell said his nominee would "use his experience and commitment to maximize value for all shareholders to discourage [Poage] from doing another dilutive deal." Poage defended the Town Square deal, arguing in a filing that "controlled growth" is "the key to unlocking shareholder value."

Burchett was 188,000 votes short of the total needed to gain a seat at Poage's annual meeting in May. Shareholders elected Stuart Moore, Charles Robinson and Thomas Burnette to fill out the nine board seats.