PAOLA, Kan., June 17, 2008 (PRIME NEWSWIRE) -- Team Financial, Inc. (Nasdaq:TFIN) today announced that it has reached an agreement with a large stockholder, the Bicknell Group, Leawood, Kansas, regarding several corporate governance matters.
Under the Agreement, Team agreed to postpone or adjourn the 2008 Annual Meeting of Stockholders in order to resolicit proxies for a revised slate of Class III Director nominees to be elected at the reconvened meeting. It is expected the reconvened meeting will be held within sixty (60) days. The Bicknell Group has agreed to vote in favor of a revised slate to be nominated by the Company which includes existing director, Robert Blachly; former chief financial officer and director, Richard J. Tremblay; and Jeffery L. Renner, a current non-management nominee to the Board of Directors. Those nominations are subject to non-objection by the Company's banking regulator in the case of Mr. Tremblay and Mr. Renner, and, in Mr. Renner's case, his willingness to serve if nominated.
The Company also announced that, in conjunction with the Agreement, Carolyn Jacobs and Denis Kurtenbach have declined to stand for nomination as Class III directors. In addition, independent director, Harold G. Sevy, Jr. has agreed to tender his resignation as a director effective no later than the reconvened meeting so that the number of Board positions will be reduced to eight directors.
In addition, the Company's previously announced Strategic Planning Committee of the Board will be reconstituted to consist of Connie D. Hart, Jeffery L. Renner and Richard J. Tremblay, with Ms. Hart serving as chairperson. Also the Audit Committee of the Board will be composed of Greg Sigman, who will serve as chairperson, Connie Hart and Jeffery L. Renner. The Nominating Committee will be composed of Robert M. Blachly, who will be the chairperson, Gregory D. Sigman and Kenneth L. Smith. The Compensation Committee will be composed of Kenneth L. Smith, who will be chairperson, Connie Hart and Jeffery L. Renner. All other directors will have the right to participate in committee meetings consistent with regulatory requirements and committee charters.
The Company also agreed to not extend its Rights Agreement with American Securities Transfer & Trust, Inc., as rights agent, beyond the expiration date of June 3, 2009 or adopt any similar agreement without stockholder approval. The Company further agreed to seek to eliminate its classification of the Board of Directors so that annually all directors will stand for re-election.
