UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934
(Amendment No. )
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| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☐ | Definitive Proxy Statement |
| ☒ | Definitive Additional Materials |
| ☐ | Soliciting Material Under Rule 14a-12 |
| WAYNE SAVINGS BANCSHARES, INC. |
(Name of Registrant as Specified in Its Charter) |
| |
STILWELL VALUE PARTNERS VII, L.P. STILWELL ACTIVIST FUND, L.P. STILWELL ACTIVIST INVESTMENTS, L.P. STILWELL PARTNERS, L.P. STILWELL VALUE LLC JOSEPH STILWELL STEPHEN S. BURCHETT MARK D. ALCOTT |
(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant) |
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The Stilwell Group, together with the other participants named herein, has filed a definitive proxy statement and accompanying GREEN proxy card with the Securities and Exchange Commission to be used to solicit votes for the election of its director nominee at the 2017 annual meeting of stockholders of Wayne Savings Bancshares, Inc.
On March 21, 2017, the Stilwell Group delivered the following letter and GREEN proxy card to stockholders of Wayne Savings Bancshares, Inc.
The Stilwell Group
111 Broadway, 12th Floor
New York, NY 10006
(212) 269-1551
INFO@STILWELLGROUP.COM
Dear Fellow Stockholder,
We believe all publicly traded companies should welcome new board members who have been vetted and nominated by major stockholders. In the last 25 years, we have invested in hundreds of community banks across the country and have extensive experience in working to maximize stockholder value at these institutions. We have been active in approximately 60 community banks and have placed 16 directors on boards.
Following our nomination of Stephen S. Burchett, the Wayne Savings board was arrogant – or foolish – enough to hire the largest law firm in the U.S.1 presumably for stockholders’ top dollar to fight a proxy contest. The board plans to spendhalf a million dollars2 to keep our highly qualified, stockholder-friendly nominee out of“their” boardroom. Maybe if the current directors had more skin in the game they would care about such expenses – but together they have a measly 2.08% ownership stake in the company they govern.3 By the board’s estimate, this proxy contest will only cost them $10,406 while it will cost you, me, and the other owners $489,594! As usual, the board’s actions arethoroughly disappointing!
Stephen S. Burchett is an experienced community bank director who, if elected, will have a mandate to maximize value forall stockholders. If you agree that an outside, stockholder-elected director would benefit Wayne Savings, please submit your vote FOR Stephen S. Burchett on the GREEN proxy card today.
Thank you for your support.
| | Sincerely, |
| | 
|
| | Megan Parisi |
| | 917-881-8076 |
| | mparisi@stilwellgroup.com |
1 https://www.law360.com/articles/777439/the-law360-400. Jones Day is also one of the ten largest law firms in the world.Seehttps://en.wikipedia.org/wiki/Jones_Day
2See WAYN’s Form PREC14A filed with the SEC on March 10, 2017, p. 3.
3See WAYN’s Form PREC14A filed with the SEC on March 10, 2017, p. 20.
