Republic Bank Announces Annual Meeting Date
30 Junho 2023 - 8:30AM
Republic First Bancorp, Inc. (NASDAQ: FRBK) (“Republic” or the
“Company”), the parent company of Republic First Bank d/b/a
Republic Bank (the "Bank"), today announced that its 2022 Annual
Meeting of Shareholders (the “Annual Meeting”) will be held on
Thursday, October 5, 2023.
The Board of Directors (the “Board”) has set
August 11, 2023 as the record date for determining shareholders
entitled to receive notice of, and vote at, the Annual Meeting.
Shareholders of record are entitled to propose nominees for
election to the Board at the Annual Meeting in accordance with the
advance notice requirements of the Company’s Amended and Restated
Articles of Incorporation (the “Charter”) and Amended and Restated
By-Laws (the “By-Laws”). To be considered valid, such notice must
comply with the requirements in the Charter, By-Laws and applicable
securities laws and be received by the Company before or on July
15, 2023. The date of the Annual Meeting and the deadline for
shareholder nominations are consistent with the agreement between
the Company and George E. Norcross, III, Gregory B. Braca, Phillip
A. Norcross and affiliates (the “Norcross Group”) entered by the
Court of Common Pleas of Philadelphia County on April 21, 2023.
The Board intends to expand its size by one
director at the Annual Meeting, such that shareholders will have
the opportunity this year to vote on three directors on a Board of
eight. This addition is part of the Board’s ongoing refreshment
process intended to ensure that independent and diverse directors
with relevant skills and experience are leading the business
forward. As a result, four new directors – constituting 50% of the
Board – will have joined the Board since July of 2022.
The Company has previously been prevented from
scheduling the Annual Meeting due to legacy issues associated with
former management that resulted in delays in the Company filing its
fiscal year 2022 financial statements and litigation brought
against the Company by the Norcross Group.
Shareholders are not required to take any action
at this time. Further information about the Annual Meeting,
including the Company’s director nominees, will be presented in the
Company’s definitive proxy statement to be filed with the
Securities and Exchange Commission (the “SEC”) in due course.
About Republic Bank
Republic Bank is the operating name for Republic
First Bank. Republic First Bank is a full-service, state-chartered
commercial bank, whose deposits are insured up to the applicable
limits by the Federal Deposit Insurance Corporation (FDIC). The
Bank provides diversified financial products through its 34 offices
located in Atlantic, Burlington, Camden, and Gloucester Counties in
New Jersey; Bucks, Delaware, Montgomery and Philadelphia Counties
in Pennsylvania and New York County in New York. For more
information about Republic Bank, please visit
myrepublicbank.com.
Forward Looking Statements
This press release, and oral statements made
regarding the subjects of this release, contains “forward-looking
statements” within the meaning of the Securities Litigation Reform
Act of 1995, or the Reform Act, which may include, but are not
limited to, statements regarding the Company’s estimates, plans,
objectives, expectations and intentions and other statements
contained in this press release that are not historical facts,
including statements identified by words such as “believe,” “plan,”
“seek,” “expect,” “intend,” “estimate,” “anticipate,” “will,” and
similar expressions. All statements addressing the Company’s
ability to regain compliance with the Nasdaq listing requirements
and future operating results are forward-looking statements within
the meaning of the Reform Act. The forward-looking statements are
based on management’s current views and assumptions regarding
future events and operating performance, and are inherently subject
to significant uncertainties and contingencies and changes in
circumstances, many of which are beyond the Company’s control. The
statements in this press release are made as of the date of this
press release, even if subsequently made available by the Company
on its website or otherwise. The Company does not undertake any
obligation to update or revise these statements to reflect events
or circumstances occurring after the date of this press release.
You should carefully review the risk factors described in the
Company’s Annual Report on Form 10-K for the year ended December
31, 2021 and other documents the Company files from time to time
with the SEC.
Important Additional Information
The Company intends to file a definitive proxy
statement and may file a WHITE proxy card with the SEC in
connection with the Annual Meeting and, in connection therewith,
the Company, certain of its directors and executive officers will
be participants in the solicitation of proxies from the Company’s
shareholders in connection with such meeting. SHAREHOLDERS OF THE
COMPANY ARE STRONGLY ENCOURAGED TO READ SUCH PROXY STATEMENT,
ACCOMPANYING WHITE PROXY CARD AND ALL OTHER DOCUMENTS FILED WITH
THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE
AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE ANNUAL
MEETING. The Company’s definitive proxy statement for the 2021
annual meeting of shareholders contains information regarding the
direct and indirect interests, by security holdings or otherwise,
of the Company’s directors and executive officers in the Company’s
securities. Information regarding subsequent changes to their
holdings of the Company’s securities can be found in the SEC
filings on Forms 3, 4, and 5, which are available on the Company’s
website at http://investors.myrepublicbank.com/ or through the
SEC’s website at www.sec.gov. Information can also be found in the
Company’s Annual Report on Form 10-K for the year ended December
31, 2021 on file with the SEC. Updated information regarding the
identity of potential participants, and their direct or indirect
interests, by security holdings or otherwise, will be set forth in
the definitive proxy statement and other materials to be filed with
the SEC in connection with the Annual Meeting. Shareholders will be
able to obtain the definitive proxy statement, any amendments or
supplements to the proxy statement and other documents filed by the
Company with the SEC at no charge at the SEC’s website at
www.sec.gov. Copies will also be available at no charge at the
Company’s website at http://investors.myrepublicbank.com.
Contacts: Longacre Square Partners Joe
Germani / David
Reingold jgermani@longacresquare.com / dreingold@longacresquare.com
Republic First Bancorp (NASDAQ:FRBK)
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