Brown Deer-based Bank Mutual Corp. has come to an agreement with Clover Partner L.P., the activist investment management firm that was planning to nominate its own directors to the board at the company’s upcoming shareholder meeting.
Dallas-based Clover Partners feels Bank Mutual has failed to improve its operations from a profitability standpoint.
The firm and its associates hold about 4.1 percent of the bank’s stock. David Baumgarten, president and chief executive officer of Bank Mutual, has been working to resolve the firm’s concerns since its January filing indicating it would seek to nominate its own director or directors.
As a result of the companies’ conversations, Bank Mutual agreed this week to appoint Clover nominee Mike Shafir to its board, expanding the size of its board from nine to 10 directors.
The companies said the agreement was made to “avoid the expense and disruption that would result from a proxy contest by the Clover Parties” at the May 2 shareholder meeting.
Clover also agreed to keep its ownership of Bank Mutual stock at above 1.3 million shares while Shafir is on the board, but below 4.5 percent of outstanding shares, subject to certain conditions. The investment firm also agreed not to solicit proxies or written consents from shareholders, disparage the company publicly or take other activist actions in opposition to the board during that time.
Bank Mutual, the largest bank headquartered in the Milwaukee area, has about 700 employees. It has 64 branches in Wisconsin and one in Minnesota.
