Cascade Financial Corporation Announces Settlement with Shareholder Group; Shareholder Group to Vote in Support of Board Nominee
29 April 2010 - 10:00PM
Cascade Financial Corporation (Nasdaq:CASB), parent company of
Cascade Bank, announced today that it has reached an agreement with
the entities and persons affiliated with the shareholder group
identified in a recent March 2, 2010 SEC filing, to settle their
potential proxy contest related to the Company's 2010 annual
meeting of shareholders to be held on June 22, 2010 in Everett, WA.
As part of the agreement, the shareholder group which includes
Cascade Directors Craig G. Skotdal and Dwayne R. Lane and
collectively own approximately 11.53% of Cascade's common stock,
have agreed to vote their shares in support of all Board nominees
and Board proposals at the upcoming annual meeting.
Four members of Cascade's current board of directors are
currently scheduled to stand for election at the 2010 annual
meeting of shareholders: Richard Anderson, CPA, Janice
Halladay, Marion R. Foote and Craig G. Skotdal. Under the
terms of the settlement agreement, Cascade will expand the size of
its board from 12 to 15 directors and will appoint the individuals
recommended by the shareholder group to fill the three new seats on
the board, subject to obtaining regulatory approval of the proposed
new directors. The three new directors will be Arnold R.
Hofmann, Christian H. Sievers and Thomas H. Rainville. In
addition, the shareholder group will support the Company's other
nominees for election to the Board at the upcoming annual
meeting.
In a joint statement, Carol K. Nelson, President and CEO of
Cascade and Craig G. Skotdal, an existing director of the Company
and a member of the shareholder group stated, "We are pleased to
have reached an agreement which serves the best interest of all
Cascade shareholders." Nelson added, "This agreement will not
only allow Cascade to put the expense and distractions of the
potential proxy contest behind us, it will also enable the Company
to focus on its priorities of improving asset quality, raising
capital and returning Cascade to profitable operations. I
look forward to working with our new colleagues on the Board to
enhance shareholder value."
The contents of the agreement can be found in a Form 8-K filed
today with the Securities & Exchange Commission.
About Cascade Financial
Established in 1916, Cascade Bank, the only operating subsidiary
of Cascade Financial Corporation, is a state chartered commercial
bank headquartered in Everett, Washington. Cascade Bank has
proudly served the Puget Sound region for over 90 years and
operates 22 full service branches in Everett, Lynnwood, Marysville,
Mukilteo, Shoreline, Smokey Point, Issaquah, Clearview,
Woodinville, Lake Stevens, Bellevue, Snohomish, North Bend,
Burlington and Edmonds.
In October 2009, Cascade Bank was named Favorite Snohomish
County Company in the fourth annual NW.Jobs.com People's Picks
awards. In June 2009, Cascade was ranked #55 on the Seattle
Times' Northwest 100 list of public companies. In April 2010,
Cascade was ranked #8 on the Puget Sound Business Journal's
list of largest bank companies headquartered in the Puget Sound
area.
Forward-Looking Statements
Certain of the statements contained herein that are not
historical facts are forward-looking statements within the meaning
of the Private Securities Reform Act. CASB's actual results
may differ materially from those included in the forward-looking
statements. Forward-looking statements are typically
identified by words or phrases such as "believe," "expect,"
"intend," "may increase," "may fluctuate," and similar expressions
or future or conditional verbs such as "will," "should," "would,"
and "could." These forward-looking statements involve risks
and uncertainties including, but not limited to, economic
conditions, portfolio growth, the credit performance of the
portfolios, including bankruptcies, and seasonal factors; changes
in general economic conditions including the performance of
financial markets, prevailing inflation and interest rates,
realized gains from sales of investments, gains from asset sales,
and losses on commercial lending activities; results of various
investment activities; the effects of competitors' pricing
policies, of changes in laws and regulations on competition and of
demographic changes on target market populations' savings and
financial planning needs; industry changes in information
technology systems on which we are highly dependent; failure of
acquisitions to produce revenue enhancements or cost savings at
levels or within the time frames originally anticipated or
unforeseen integration difficulties; the adoption by CASB of an
FFIEC policy that provides guidance on the reporting of delinquent
consumer loans and the timing of associated credit charge-offs for
financial institution subsidiaries; and the resolution of legal
proceedings and related matters. In addition, the banking
industry in general is subject to various monetary and fiscal
policies and regulations, which include those determined by the
Federal Reserve Board, the Federal Deposit Insurance Corporation,
and state regulators, whose policies and regulations could affect
CASB's results. These statements are representative only on
the date hereof, and CASB undertakes no obligation to update any
forward-looking statements made.
CONTACT: Cascade Bank
Investor Contacts:
Carol K. Nelson, CEO
Rob Disotell, CCO
425.339.5500
www.cascadebank.com
Sard Verbinnen & Co
Media Contacts:
Paul Kranhold
Diane Henry
415.618.8750
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