Preliminary results indicate approximately 70%
of retail vote for new voices on Board of Directors, not including
votes cast by members of the Dream Chasers Group
Calls on Donald
Felix and Carver Board of Directors to do right by
shareholders
Demands answers to why Board of Directors vote
was extended by 45 minutes
Demands disclosure of any high-pressure sales
calls to certain large shareholders, including any offers, promises
or assurances made to shareholders to sway vote at last
minute
Calls on Board to hear shareholders, appoint
Jeffrey "Jeff" Anderson and Jeffrey
Bailey to the Board
NEW
YORK, Dec. 13, 2024 /PRNewswire/ -- Following a
concerning set of unconventional practices at the
Carver Bancorp, Inc. ("Carver," or the "Company") (NASDAQ:
CARV) Annual Meeting of Shareholders (the "Meeting") on
December 12, 2024, Dream Chasers
Capital Group LLC ("Dream Chasers") urged Carver Chief Executive
Officer Donald Felix and the Board
of Directors (the "Board") to provide clarity, certainty and
transparency to shareholders. Preliminary results indicate
that approximately 70% of retail shareholders supported Jeffrey
"Jeff" Anderson and/or Jeffrey
Bailey for election to the Board.
At the Meeting, voting was inexplicably held open for 45
additional minutes, purportedly to give shareholders additional
time to vote, despite the deadline for voting being set nearly six
weeks ago in Carver's definitive proxy filed with the SEC on
October 31, 2024.
"We believe that the strong response from retail shareholders
demands action from the Board," said Greg
Lewis, Chief Executive Officer of Dream Chasers.
"Conducting a Board vote under a cloud of uncertainty is no way for
Mr. Felix to begin his tenure. At the Meeting, Mr. Felix
pledged to engage with shareholders. Now is the time to prove
it. If the preliminary results that Carver disclosed are
accurate, then our nominees received essentially the same amount of
votes as the sitting Directors. Carver should do the right
thing by appointing our excellent, qualified, and
shareholder-supported nominees to the Board, effective immediately,
to prove that the Company will listen to the voice of the
shareholder going forward."
Dream Chasers raised its concerns in a letter to Mr. Felix and
the Board, which is copied below:
Dear Mr. Felix, and the Board of Directors:
Your conduct at the Annual Meeting of Shareholders (the
"Meeting") of Carver Bancorp, Inc. ("Carver" or the "Company")
yesterday is highly concerning. Holding the voting open for
45 extra minutes to give shareholders "additional time" to vote
should make shareholders wonder if you were seeking to tip the
scales in your favor.
Mr. Felix, conducting a Board of Directors vote under a cloud of
uncertainty is no way to begin your tenure. It is especially
important for you to assure shareholders that their voices will be
heard given that preliminary results indicate that approximately
70% of retail shareholders supported our nominees for the Board, a
number that does not include the votes cast by members of the Dream
Chasers Group.
On behalf of concerned shareholders, I write to make several
demands:
- To ensure that shareholders can trust your process, we demand
that you publicly disclose the real-time voting totals for each
candidate in 15-minute increments, starting at 9:00 am Eastern time on December 12, 2024, the day of the Meeting.
Shareholders must know what the vote count was heading into the
Meeting, and what happened after you extended the vote beginning at
approximately 11:15 am Eastern
time.
- We demand that you provide a full accounting of any
high-pressure sales calls you made to large shareholders in the
final days of the campaign, including any offers, promises or
assurances provided to shareholders to sway their vote. We
note that no such conversations or materials were filed with the
SEC. Shareholders should know what you did, or attempted to
do, to get the result you wanted.
- Given your behavior, and the extremely close preliminary
results that you disclosed after the meeting, you should recognize
that you and your nominees have no mandate. If those results
are accurate, then our nominees received essentially the same
number of votes as the sitting Directors. You should listen
to your shareholders and appoint Jeffrey "Jeff" Anderson and Jeffrey Bailey to the Board as a
way of acknowledging shareholders' intent and making it clear that
you will not circumvent an established process for Board
elections.
- On the call, you said that there were no "relevant questions"
that came in from shareholders. That suggests you received
questions but decided not to answer them. What were the questions,
and why did you not respond to them?
- Finally, we note that the advisory "say-on-pay" matter failed,
based on the preliminary results you disclosed, reflecting
shareholders' dissatisfaction with the Board's management of
compensation. We believe appointing Mr. Anderson and Mr.
Bailey is an important gesture to ensure that decisions on
compensation going forward more clearly reflect shareholders'
perspectives.
At yesterday's meeting, Mr. Felix repeatedly pledged to engage
with and listen to shareholders. Holding open the vote makes
it appear that you have no intention to follow through on that
claim. We suggest that you take this opportunity to prove
your intentions, and not fall into Carver's long-standing practice
of leaving shareholders behind.
Sincerely,
Greg Lewis
Dream Chasers Capital Group LLC
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS
The information herein contains "forward-looking statements."
Specific forward-looking statements can be identified by the fact
that they do not relate strictly to historical or current facts and
include, without limitation, words such as "may," "will,"
"expects," "believes," "anticipates," "plans," "estimates,"
"projects," "potential," "targets," "forecasts," "seeks," "could,"
"should" or the negative of such terms or other variations on such
terms or comparable terminology. Similarly, statements that
describe our objectives, plans or goals are forward-looking.
Forward-looking statements are subject to various risks and
uncertainties and assumptions. There can be no assurance that any
idea or assumption herein is, or will be proven, correct. If one or
more of the risks or uncertainties materialize, or if any of the
underlying assumptions of Dream Chasers Capital Group LLC ("Dream
Chasers") or any of the other participants in the proxy
solicitation prove to be incorrect, the actual results may vary
materially from outcomes indicated by these statements.
Accordingly, forward-looking statements should not be regarded as a
representation by Dream Chasers that the future plans, estimates or
expectations contemplated will ever be achieved.
Certain statements and information included herein may have been
sourced from third parties. Dream Chasers does not make any
representations regarding the accuracy, completeness or timeliness
of such third party statements or information. Except as may be
expressly set forth herein, permission to cite such statements or
information has neither been sought nor obtained from such third
parties. Any such statements or information should not be viewed as
an indication of support from such third parties for the views
expressed herein.
Dream Chasers disclaims any obligation to update the information
herein or to disclose the results of any revisions that may be made
to any projected results or forward-looking statements herein to
reflect events or circumstances after the date of such information,
projected results or statements or to reflect the occurrence of
anticipated or unanticipated events.
IMPORTANT INFORMATION AND WHERE TO FIND IT
DREAM CHASERS STRONGLY ADVISES ALL
STOCKHOLDERS OF THE COMPANY TO READ ITS DEFINITIVE PROXY STATEMENT,
ANY AMENDMENTS OR SUPPLEMENTS TO SUCH PROXY STATEMENT AND OTHER
PROXY MATERIALS FILED BY DREAM CHASERS WITH THE SEC AS THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH
PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S WEBSITE
AT WWW.SEC.GOV. THE DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT
DOCUMENTS ARE ALSO AVAILABLE ON THE SEC WEBSITE, FREE OF CHARGE, OR
BY DIRECTING A REQUEST TO THE PARTICIPANTS' PROXY SOLICITOR, OKAPI
PARTNERS LLC, 1212 AVENUE OF THE AMERICAS, 17TH FLOOR,
NEW YORK, NEW YORK 10036-1600.
STOCKHOLDERS CAN CALL TOLL-FREE:
(877) 629-6356.
Contacts
For Media:
Breitenbush Partners
Andrew Wilson, (773) 425-4991
awilson@breitenbushpartners.com
For Investors:
Okapi Partners
Bruce Goldfarb/Tony Vecchio
(877) 629-6356
(212) 297-0720
info@okapipartners.com
About Dream Chasers Capital Group
Dream Chasers Capital Group LLC is a New York City based minority owned investment
firm. More information can be found at
www.dreamchaserscapitalgroup.com.
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SOURCE Dream Chasers Capital Group