UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the
Registrant
x
Filed by
a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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Financial
Institutions, Inc.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Copies to:
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Craig S. Wittlin, Esq.
Harter Secrest & Emery LLP
1600 Bausch & Lomb Place
Rochester, NY 14604-2711
(585) 231-1260
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Keith E. Gottfried, Esq.
Morgan, Lewis & Bockius LLP
1111 Pennsylvania Avenue, N.W.
Washington, DC 20004-2541
(202) 739-5947
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Payment of Filing Fee (Check the appropriate box):
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x
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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Fee paid previously with preliminary materials:
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
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(1)
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Amount previously paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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Financial Institutions, Inc., a New York corporation (
FISI
or the
Company
),
is filing materials contained in this Schedule 14A with the U.S. Securities and Exchange Commission (
SEC
) in connection with the solicitation of proxies from its shareholders in connection with its 2016 Annual Meeting of
Shareholders to be held on Friday, June 3, 2016, at 10:00 a.m., local time, at the Companys corporate headquarters in Warsaw, New York and at any and all adjournments or postponements thereof (the
2016 Annual Meeting
).
On April 19, 2016, FISI filed with the SEC its definitive proxy statement and accompanying definitive
BLUE
proxy card in connection with its solicitation of proxies to be used at the 2016 Annual Meeting.
Press Release Issued on May 17, 2016
Attached
hereto is a press release issued on May 17, 2016 announcing that, on such date, FISI is first mailing to its shareholders a letter dated May 17, 2016 (accompanied by a
BLUE
proxy card) in which FISI comments on the proxy
contest by Clover Partners, L.P. (
Clover
) and the other participants in its solicitation with respect to the 2016 Annual Meeting. As previously announced, Clover has publicly disclosed that it intends to pursue a proxy contest to
elect two nominees to the FISI Board of Directors at the 2016 Annual Meeting.
Important Additional Information And Where To Find It
Financial Institutions, Inc. (
FISI
) its directors and certain of its executive officers are deemed to be participants in the solicitation of
proxies from FISIs shareholders in connection with the matters to be considered at FISIs 2016 Annual Meeting of Shareholders. On April 19, 2016, FISI filed a definitive proxy statement and accompanying definitive
BLUE
proxy card with the Securities and Exchange Commission (
SEC
) in connection with the solicitation of proxies from FISIs shareholders in connection with the matters to be considered at FISIs 2016
Annual Meeting of Shareholders. Information regarding the names of FISIs directors and executive officers and their respective interests in FISI by security holdings or otherwise can be found in such definitive proxy statement, including the
schedules and appendices thereto. INVESTORS AND SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ ANY SUCH PROXY STATEMENT AND THE ACCOMPANYING
BLUE
PROXY CARD AND OTHER DOCUMENTS FILED BY FINANCIAL INSTITUTIONS WITH THE SEC CAREFULLY AND
IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. Shareholders may obtain the definitive proxy statement, any amendments or supplements to the proxy statement, the accompanying
BLUE
proxy card,
and other documents filed by FISI with the SEC for no charge at the SECs website at
www.sec.gov
. Copies will also be available at no charge at the Investor Relations section of FISIs corporate website at www.fiiwarsaw.com, by
writing to FISIs Corporate Secretary at Financial Institutions, Inc., 220 Liberty Street, Warsaw, New York 14569, or by calling FISIs Corporate Secretary at (585) 786-1100.
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NEWS RELEASE
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220 Liberty Street
Warsaw, NY 14569
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Financial Institutions Sends Letter to Shareholders
Highlights Proven Ability of Strategic Plan to Deliver Superior Shareholder Returns
WARSAW, N.Y., May 17, 2016
Financial Institutions, Inc. (Nasdaq: FISI), the parent company of Five Star Bank, Scott Danahy Naylon and
Courier Capital, today announced that it has sent a letter to shareholders, together with a
BLUE
proxy card, urging them to vote the
BLUE
proxy card
TODAY
FOR
the election of all four of the FISI Board of
Directors highly-qualified and very experienced director nominees,
Martin Birmingham, Samuel Gullo, Kim VanGelder
and
James Wyckoff,
at the 2016 Annual Meeting of Shareholders to be held on June 3, 2016.
The letter to FISI shareholders can be found at:
www.votefisi.com
.
The full text of the letter is as follows:
TIME IS SHORT THE 2016 ANNUAL MEETING ON JUNE 3
RD
IS QUICKLY APPROACHING!
ONLY THE LATEST DATED PROXY CARD COUNTS
PLEASE VOTE THE ENCLOSED BLUE PROXY CARD TODAY!
May 17, 2016
Dear Fellow Shareholder
At our upcoming 2016 Annual Meeting, Clover Partners, L.P., a small Texas-based hedge fund, is seeking to have two director candidates, including one of its
employees, elected to the Board of Directors of Financial Institutions, Inc. to further its short-term agenda for FISI to be sold in the near-term. We believe that Clover Partners, which started accumulating FISI shares less than nine months ago,
has demonstrated time-and-time again that it has little understanding of community banking in Western New York and how a community bank like FISI grows long-term shareholder value.
We do not believe that a sale of FISI in the near-term is in the best interest of our shareholders. Under the oversight of our highly-qualified, experienced
and engaged Board, and the strong leadership of our management team led by Martin K. Birmingham, our strategic growth plan is working and growing shareholder value. We believe that a sale now would deprive our shareholders of the significant upside
that exists for further value appreciation as we continue to execute on our publicly communicated strategic priorities. We believe that FISIs performance over the past three years demonstrates our ability to execute on our strategic priorities
and deliver superior returns for our shareholders:
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66% in total shareholder returns
1
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50% growth in FISI stock price
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$32 million returned to shareholders through dividends
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21% growth in net income; over 20% growth in loans, deposits and assets
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21% growth in commercial business loans, 37% growth in commercial mortgages, and a 52% decrease in nonperforming loans
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1
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All calculations are based on three-year period ending December 31, 2015.
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YOUR VOTE IS IMPORTANT FOR THE FUTURE OF FISI
Only the latest dated proxy card counts, so please vote the BLUE proxy card again TODAY!
We are asking you to VOTE the
BLUE
proxy card
TODAY
for your Boards four highly-qualified and very experienced nominees:
Martin
Birmingham, Samuel Gullo, Kim VanGelder
and
James Wyckoff.
Voting the
BLUE
proxy card will ensure that FISI is best positioned to
continue executing on a strategic plan that has delivered increased growth, increased
profitability, and achieved a 66% increase in total shareholder returns.
We also urge you NOT to sign or return any white proxy card or voting
instruction form that you may receive from Clover Partners. Even a WITHHOLD vote with respect to Clover Partners proposed director nominees on its white proxy card or voting instruction form will cancel any
BLUE
proxy card or
voting instruction form previously given to FISI. If you do sign a white proxy card that is sent to you by Clover Partners, however, you have the right to change your vote by using the enclosed
BLUE
proxy card.
Only the latest dated
proxy card or voting instruction form you vote will be counted.
We encourage you to visit
www.votefisi.com
for more information about the
Annual Meeting. Thank you for your continued support.
Sincerely,
Board of Directors of Financial Institutions, Inc.
About
Financial Institutions, Inc.
Financial Institutions, Inc. provides diversified financial services through its subsidiaries, Five Star Bank,
Scott Danahy Naylon and Courier Capital. Five Star Bank provides a wide range of consumer and commercial banking services to individuals, municipalities and businesses through a network of over 50 offices and more than 60 ATMs throughout Western and
Central New York State. Scott Danahy Naylon provides a broad range of insurance services to personal and business clients across 44 states. Courier Capital provides customized investment management, investment consulting and retirement plan services
to individuals, businesses, institutions, foundations and retirement plans. Financial Institutions, Inc. and its subsidiaries employ approximately 700 individuals. The Companys stock is listed on the Nasdaq Global Select Market under the
symbol FISI and is a member of the NASDAQ OMX ABA Community Bank Index. Additional information is available at the Companys website:
www.fiiwarsaw.com
.
Safe Harbor Statement
This press release may contain
forward-looking statements as defined by Section 21E of the Securities Exchange Act of 1934, as amended, and is subject to the safe harbors created by such laws. These forward-looking statements can generally be identified as such by the
context of the statements, including words such as believe, expect, anticipate, plan, may, would, intend, estimate, guidance and other
similar expressions, whether in the negative or affirmative. Similarly, statements that describe the objectives, plans or goals of Financial Institutions, Inc. (FISI) are forward-looking. Such forward-looking statements include, but are
not limited to, statements regarding the anticipated proxy contest by Clover Partners, L.P. and the other participants in its solicitation, FISIs ability to continue to execute on and implement its strategic growth plan, FISIs
opportunities for continued growth, FISIs initiatives to improve its financial and operational performance and increase its growth and profitability, FISIs future stock price and dividend growth, FISIs future returns to
shareholders, FISIs ability to continue to strengthen its balance sheet and grow its core business, FISIs ability to continue to strengthen its regulatory compliance procedures, FISIs ability to continue to profitably grow its
commercial lending business, FISIs ability to enhance its competitive position through diversified income streams, FISIs ability to leverage its client base to offer its clients additional fee-based products, FISIs future returns
from its existing fee-based platforms and the effect of those platforms on overall shareholder value, FISIs ability to continue to maintain expense discipline, FISIs plans to continue to return cash to its shareholders through cash
dividends and future increases that may be made thereto, FISIs actions taken or contemplated to enhance its long-term prospects and create and return value for its shareholders, FISIs future operational and financial performance,
FISIs future growth and profitability, the effect that the election of FISIs nominees to the FISI Board will have on FISIs execution of its long-term plan and long-term shareholder value, and the future effect of FISIs
strategic growth
plan on FISIs growth, profitability and total shareholder returns. Such forward-looking statements are not guarantees of future operational or financial performance and are based on current
expectations, estimates, forecasts and projections and managements current beliefs and assumptions, all of which involve a number of significant risks and uncertainties, any one or more of which could cause actual results to differ materially
from those described in FISIs forward-looking statements. There are a number of important risks and uncertainties that could cause FISIs actual events or results to differ materially from those indicated or implied by such
forward-looking statements, including, but not limited to: FISIs ability to implement its strategic plan, FISIs ability to redeploy investment assets into loan assets, whether FISI experiences greater credit losses than expected, whether
FISI experiences breaches of its, or third party, information systems, the attitudes and preferences of FISIs customers, FISIs ability to successfully integrate and profitably operate SDN and Courier Capital, the competitive environment,
fluctuations in the fair value of securities in its investment portfolio, changes in the regulatory environment and FISIs compliance with regulatory requirements, changes in interest rates, general economic and credit market conditions
nationally and regionally, and the actions of activist investors, including the amount of related costs incurred by FISI and the disruption caused to FISIs business activities by these actions. Consequently, all forward-looking statements made
herein are qualified by these cautionary statements and the cautionary language in FISIs Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q and other documents filed with the SEC. Except as required by law, FISI undertakes no
obligation to revise these statements, whether to reflect new information or the occurrence of unanticipated events or otherwise, following the date of this press release.
Important Additional Information And Where To Find It
Financial Institutions, Inc. (FISI) its directors and certain of its executive officers are deemed to be participants in the solicitation of
proxies from FISIs shareholders in connection with the matters to be considered at FISIs 2016 Annual Meeting of Shareholders. On April 19, 2016, FISI filed a definitive proxy statement and accompanying definitive
BLUE
proxy card with the Securities and Exchange Commission (
SEC
) in connection with the solicitation of proxies from FISIs shareholders in connection with the matters to be considered at FISIs 2016
Annual Meeting of Shareholders. Information regarding the names of FISIs directors and executive officers and their respective interests in FISI by security holdings or otherwise can be found in such definitive proxy statement, including the
schedules and appendices thereto. INVESTORS AND SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ ANY SUCH PROXY STATEMENT AND THE ACCOMPANYING
BLUE
PROXY CARD AND OTHER DOCUMENTS FILED BY FINANCIAL INSTITUTIONS WITH THE SEC CAREFULLY AND
IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. Shareholders may obtain the definitive proxy statement, any amendments or supplements to the proxy statement, the accompanying
BLUE
proxy card,
and other documents filed by FISI with the SEC for no charge at the SECs website at
www.sec.gov
. Copies will also be available at no charge at the Investor Relations section of FISIs corporate website at www.fiiwarsaw.com, by
writing to FISIs Corporate Secretary at Financial Institutions, Inc., 220 Liberty Street, Warsaw, New York 14569, or by calling FISIs Corporate Secretary at (585) 786-1100.
Disclaimer
Financial Institutions, Inc. has neither
sought nor obtained the consent from any third party to use any statements or information contained in this press release that have been obtained or derived from statements made or published by such third parties. Any such statements or information
should not be viewed as indicating the support of such third parties for the views expressed herein.
*****
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For additional information:
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Investors:
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News Media:
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Kevin B. Klotzbach
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Brandonne Rankin
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Executive Vice President, Chief Financial Officer & Treasurer
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McDougall Communications
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Phone: 585.786.1130
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Phone: 585.313.3683
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Email:
KBKlotzbach@five-starbank.com
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Email:
brankin@mcdougallpr.com
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Jordan Darrow
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Darrow Associates
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Phone: 631.367.1866
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Email:
jdarrow@darrowir.com
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