Anchor Bancorp (ANCB), Stilwell Group Enter Agreement; New Director Appointed

September 1, 2016 12:12 PM EDT

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Anchor Bancorp (Nasdaq: ANCB) announced that it and Anchor Bank (“Bank”), its financial institution subsidiary, have entered into an agreement with the Stilwell Group, and certain affiliates, pursuant to which the Company and the Bank will appoint Mr. Gordon Stephenson as a director to their respective Boards of Directors. Under the terms of the agreement, Mr. Stephenson will be appointed to the Strategic Planning Committee of the Company’s Board of Directors.

Gordon Stephenson is the co-founder and CEO of Real Property Associates, a 25 year old full service real estate brokerage and property management company based in Seattle, Washington. He is an original and current member of Zillow Group’s Board of Directors (NASDAQ: Z), and an advisor to several early stage companies, including Realty Mogul and Democracy Live. Gordon is a past board member of Seattle’s Union Gospel Mission. He holds an AB in Economics from Stanford University.

Bob Ruecker, Chairman of the Board of the Company, stated: "We welcome Mr. Stephenson to the Boards of Directors and are pleased to have a director with his knowledge and breadth of experience join the Boards of the Company and the Bank and look forward to working with him to build shareholder value."

Regarding his appointment, Mr. Stephenson said, "I am pleased to join the Anchor Boards. I am looking forward to the opportunity to work with fellow board members and management to help the Company realize its business potential."

In consideration of Mr. Stephenson’s appointment, the Stilwell Group has agreed not to, among other things, acquire any additional shares of the Company, or right to vote or direct the voting of any additional shares; sell or transfer any shares of the Company owned by the Stilwell Group to any person who, after such acquisition, would own more than 5% of the Company’s outstanding common stock; propose or seek to effect a merger or sale of the Company; publicly suggest or announce its willingness to engage in the sale of the Company; initiate or encourage another person, who is, or has, contemplated the sale of the Company; solicit proxies in opposition to any recommendations or proposals of the Company’s Board of Directors; establish or join any group for the purpose of voting, acquiring, holding or disposing of the Company’s common stock; or initiate, propose, or otherwise solicit the Company’s shareholders for the approval of a shareholder proposal, including the election of a shareholder’s representative on the Company’s Board of Directors; oppose any proposal or director nomination submitted by the Board of Directors to the Company’s shareholders; vote for any nominee to the Company’s Board of Directors other than those nominated or supported by the Board of Directors; initiate litigation against the Company; or advise, assist or finance any person for the purpose of circumventing the terms of the agreement. The Stilwell Group has also agreed not to disparage the Company, the Bank or any of their directors, officers or employees. The agreement continues until March 1, 2017.

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