Joseph Stilwell is having a solid year as a shareholder activist.
The New York investor has reached a truce with Malvern Bancorp (MVLF) that paves the way for him to secure a board seat at the Paoli, Pa., companys February annual meeting. John OGrady, Stilwells nominee, will be placed up for election at the meeting. Stilwell, who had previously disclosed plans for a proxy battle to get OGrady elected, agreed to stop fighting the $666 million-asset companys management through early 2017.
The agreement removes the potential of messy battle in coming months, though it would require Malvern to hire an investment bank and seek reasonable alternatives if it fails to provide an above-average return on equity in its fiscal years that end in 2015 and 2016. Malverns performance would be compared to all publicly traded thrifts with $500 million to $1 billion in assets and positive returns on equity. Though the agreement doesnt outline specific alternatives, financial institution often consider selling among the options to consider.
"We are pleased that our nominee will be joining the board and that the company has agreed to take additional actions if its [return-on-equity] levels in future periods are not better than average, Stilwell said in a release Wednesday.
We believe that it is in the best interests of the company and its shareholders to reach this agreement, F. Claire Hughes, Malverns chairman, said in the release.
Stilwell had already secured a number of victories this year, winning a seat on the board at HopFed Bancorp (HFBC) in Hopkinsville, Ky., and witnessing the departure of his nemesis, Victor Karpiak, at First Financial Northwest (FFNW) in Renton, Wash. HopFed also terminated an acquisition that Stilwell had opposed.
The agreement with Stilwell comes a day after Malvern said it had sold off problem loans and prepaid Federal Home Loan bank advances, which would cause it to record a third-quarter loss. Malvern lost $10 million on the loan sale and incurred a $1.5 million prepayment penalty for repaying the FHLB advance.
PL Capital, another activist investors, also owns roughly 10% of Malverns stock and has been pressuring management in recent years.