Washington, D.C. 20549
SCHEDULE 14A INFORMATION
BLUE FOUNDRY BANCORP |
(Name of Registrant as Specified in Its Charter) |
COMMITTEE TO PRESERVE STOCKHOLDER VALUE Seidman and Associates, L.L.C. Seidman Investment Partnership, L.P. Seidman Investment Partnership II, L.P. Seidman Investment Partnership III, L.P. LSBK06-08, L.L.C. Broad Park Investors, L.L.C. Chewy Gooey Cookies, L.P. Veteri Place Corporation JBRC I, LLC Lawrence Seidman Jennifer Corrou Raymond Vanaria |
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) |
Payment of Filing Fee (Check all boxes that apply): | |||
☒ | No fee required. | ||
☐ | Fee paid previously with preliminary materials. | ||
☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
OF
BLUE FOUNDRY BANCORP
_________________________
PROXY STATEMENT
OF
COMMITTEE TO PRESERVE STOCKHOLDER VALUE
_________________________
PLEASE SIGN, DATE AND MAIL THE ENCLOSED BLUE UNIVERSAL PROXY CARD TODAY
1. | To elect our two director nominees, Jennifer Corrou and Raymond Vanaria (each a "Committee Nominee" and together, the "Committee Nominees"), for a term of three years each, to serve until the 2026 annual meeting of stockholders (the "2026 Annual Meeting") and until their successors are duly elected and qualified; |
2. | To ratify the selection of KPMG, LLP, to serve as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2023; |
3. | To approve the Merger Agreement with the Company's Wholly Owned Subsidiary for the Purpose of Restating the Certificate of Incorporation to Declassify the Board of Directors and Eliminate Supermajority Voting Requirements to Amend the Certificate of Incorporation and Bylaws; and |
4. | To transact such other business as may properly come before the Annual Meeting or any adjournment(s) thereof. |
This Proxy Statement and the enclosed BLUE universal proxy card are first being mailed to stockholders on or about April 14, 2023. |
• | If your shares of Common Stock are registered in your own name, please sign and date the enclosed BLUE universal proxy card and return it to the Committee c/o D.F. King & Co., Inc. ("D.F. King") in the enclosed envelope today. |
• | If your shares of Common Stock are held in a brokerage account, you are considered the beneficial owner of the shares of Common Stock, and these proxy materials, together with a BLUE voting form, are being forwarded to you by your broker. As a beneficial owner, if you wish to vote, you must instruct your broker how to vote. Your broker cannot vote your shares of Common Stock on your behalf without your instructions. |
• | Depending upon your broker, you may be able to vote either by toll-free telephone or by the Internet. Please refer to the enclosed voting form for instructions on how to vote electronically. You may also vote by signing, dating and returning the enclosed voting form. |
If you have any questions, require assistance in voting your BLUE universal proxy card, or need additional copies of the Committees proxy materials, please contact D.F. King & Co., Inc. at the phone numbers listed below. D.F. King & Co., Inc. 48 Wall Street, 22nd Floor New York, New York 10005 (212) 269-5550 Stockholders may call toll free: (877) 283-0322 Banks and Brokers may call collect: (212) 269-5550 Email: BLFY@dfking.com |
• | On July 15, 2021, the Company completed its initial public offering (IPO). The prospectus for the IPO included information about a stock benefit plan to include restricted stock and stock options (the "Benefit Plan"). |
• | On May 2, 2022, Mr. Seidman and an associate had a meeting with James D. Nesci ("Nesci"), BLFY's President and CEO, and two (2) other bank employees to discuss a proper performance standard for the Benefit Plan. |
• | Mr. Seidman's proposal would have reduced the yearly costs of the benefit plan unless BLFY's earnings increased significantly, but still provided for 100% vesting on the sale of BLFY, which in Mr. Seidman's view, was when the BLFY stockholders would receive the maximum value for their stock. |
• | Mr. Seidman then conducted a Vote NO campaign against approval of the Benefit Plan. The Benefit Plan was approved by the BLFY stockholders on August 25, 2022. |
• | By letters dated September 23, 2022 and October 14, 2022, Mr. Seidman requested to inspect certain books and records of the Company. On October 28, 2022, Mr. Seidman commenced an action against the Company in the Superior Court of New Jersey Chancery Division: Morris County, seeking, among other relief, to compel the delivery of a compensation consultant's report related to the Benefit Plan. This matter was dismissed and we were required to re-file in Delaware Chancery Court. |
• | On or about December 1, 2022, Mr. Seidman served a book and records demand on the Company requesting, among other things, copies of any compensation reports that justified the granting of the restricted stock awards and options to the Board, and the granting of the stock options to senior management. Mr. Seidman also requested the Board minutes that justified the above grants. BLFY refused to provide this information, compelling Mr. Seidman to litigate this issue, and only provided the documents on the eve of a trial. Mr. Seidman does not believe that the documents provided by BLFY provide any support for any of the above grants by way of any peer analysis. |
• | As of September 30, 2021, BLFY's first quarter as a public company, its book value was approximately $15.71. |
• | In BLFY's Form 10-K for the year ended December 31, 2021, the book value decreased to $15.06 per share, a decrease of $0.65 per share, or approximately $18,764,000 in tangible book value. |
• | For the fiscal year ended December 31, 2020 and 2021, the losses were substantial at $31,506,000 and $36,342,000 respectively for a total loss of $67,848,000. |
• | In calendar year 2022, BLFY's reported net income was $2.4 million, or $0.09 per share. We calculate BLFY's adjusted net income (net of non-recurring items) as follows: |
BLFY EARNINGS POWER BY Q 2022 | |||||||
3/3/2023 | |||||||
1Q22 | 2Q22 | 3Q22 | 4Q22 | FY22 | |||
$000 | |||||||
Reported Net Income | 553 | 40 | 1,241 | 562 | 2,396 | ||
Pre-Tax Non-Recurring Income Sources / Delayed Expense Recognition: | |||||||
Reserve Release (Loan Loss Reserve) | (952) | - | (419) | (224) | (1,595) | ||
Reserve Release (Commitments & LOC) | (170) | (108) | - | (203) | (481) | ||
Capitalized Expenses | (15) | (178) | (130) | (38) | (361) | ||
Delayed Mgmt Comp Expense (Options/Grants) | (620) | (620) | (513) | (50) | (1,803) | ||
Securities Gains / Losses | - | (14) | - | - | (14) | ||
Total Pre-Tax Non-Recurring Income Sources | (1,757) | (920) | (1,062) | (515) | (4,254) | ||
Tax Rate | 8.14% | 6.98% | 9.02% | 22.59% | |||
Total After-Tax Non-Recurring / Delayed Expense Recognition | (1,614) | (856) | (967) | (399) | (3,835) | ||
Adjusted Net Income | (1,061) | (816) | 274 | 163 | (1,439) | ||
Jennifer Corrou, age 55, has been a private investor since March 2014. Ms. Corrou served as a Director of O’Brien Staley Partners, an investment firm, from November 2011 to March 2014, where she was responsible for public market oversight on behalf of the firm and traded options focused on financial institutions. Previously, Ms. Corrou was a Managing Director and Equity Research Analyst at Citigroup Inc. from February 1994 to May 2006, where she focused on financial modeling and valuations of commodity-oriented international companies. Prior thereto, Ms. Corrou was an Equity Research Analyst at Celfin, Agente de Valores Limitada and an Investment Banking Analyst at Yamaichi International, Inc. Ms. Corrou received her BS degree in Economics from St. Bonaventure University and her MBA degree in Finance from NYU’s Stern School of Business.
• | Immediately de-stagger the Board rather than waiting until the Company’s 2027 Annual Meeting to fully de-stagger the Board; |
• | Refresh the Board with independent, stockholder-minded directors; |
• | Have the non-employee directors forfeit their restricted stock awards until BLFY's financial performance improves. |
April 13, 2023
Name | Date | Shares Purchased |
Lawrence Seidman | 7/16/2021 | 18,512 |
Jennifer Corrou | 10/10/2022 | 1,000 |
Raymond Vanaria | 7/15/2021 | 568 |
Raymond Vanaria | 10/4/2022 | 1,000 |
Seidman and Associates, LLC | 7/16/2021 | 29,627 |
Seidman and Associates, LLC | 7/27/2021 | 6,926 |
Seidman and Associates, LLC | 1/20/2022 | 3,275 |
Seidman and Associates, LLC | 1/21/2022 | 1,697 |
Seidman and Associates, LLC | 3/23/2022 | 515 |
Seidman and Associates, LLC | 3/28/2022 | 2,775 |
Seidman Investment Partnership, LP | 7/16/2021 | 17,207 |
Seidman Investment Partnership, LP | 7/27/2021 | 4,407 |
Seidman Investment Partnership, LP | 1/20/2022 | 1,933 |
Seidman Investment Partnership, LP | 1/21/2022 | 1,002 |
Seidman Investment Partnership, LP | 3/23/2022 | 308 |
Seidman Investment Partnership, LP | 3/28/2022 | 1,694 |
Seidman Investment Partnership II, LP | 7/16/2021 | 12,853 |
Seidman Investment Partnership II, LP | 7/27/2021 | 3,304 |
Seidman Investment Partnership II, LP | 1/20/2022 | 1,542 |
Seidman Investment Partnership II, LP | 1/21/2022 | 800 |
Seidman Investment Partnership II, LP | 3/23/2022 | 265 |
Seidman Investment Partnership II, LP | 3/28/2022 | 1,480 |
Seidman Investment Partnership III, LP | 7/16/2021 | 2,085 |
Seidman Investment Partnership III, LP | 7/27/2021 | 536 |
Seidman Investment Partnership III, LP | 1/20/2022 | 308 |
Seidman Investment Partnership III, LP | 1/21/2022 | 159 |
Seidman Investment Partnership III, LP | 3/23/2022 | 100 |
Seidman Investment Partnership III, LP | 3/28/2022 | 267 |
LSBK06-08, LLC | 7/16/2021 | 16,245 |
LSBK06-08, LLC | 7/27/2021 | 4,176 |
LSBK06-08, LLC | 1/20/2022 | 1,951 |
LSBK06-08, LLC | 1/21/2022 | 1,012 |
LSBK06-08, LLC | 3/23/2022 | 296 |
LSBK06-08, LLC | 3/28/2022 | 1,638 |
Broad Park Investors, LLC | 7/16/2021 | 19,237 |
Broad Park Investors, LLC | 7/27/2021 | 4,945 |
Broad Park Investors, LLC | 1/20/2022 | 2,189 |
Broad Park Investors, LLC | 1/21/2022 | 1,135 |
Broad Park Investors, LLC | 3/23/2022 | 336 |
Broad Park Investors, LLC | 3/28/2022 | 1,841 |
Chewy Gooey Cookies, LP | 7/16/2021 | 2,746 |
Chewy Gooey Cookies, LP | 7/27/2021 | 706 |
Chewy Gooey Cookies, LP | 1/20/2022 | 376 |
Chewy Gooey Cookies, LP | 1/21/2022 | 195 |
Chewy Gooey Cookies, LP | 3/23/2022 | 100 |
Chewy Gooey Cookies, LP | 3/28/2022 | 320 |
Shares of Common Stock Beneficially Owned as of the Record Date(1) | Percent of Shares of Common Stock Outstanding(2) |
Shareholders Owning Greater than 5% | ||||||
T. Rowe Price Investment Management, Inc. 100 East Pratt Street Baltimore, MD 21201 | 2,758,144 | (3) | 10.00% | |||
Blue Foundry Bank Employee Stock Ownership Plan Trust 19 Park Avenue Rutherford, NJ 07070 | 2,280,102 | (4) | 8.28% | |||
BlackRock, Inc. 55 Est 52nd Street New York, New York 10055 | 1,778,880 | (5) | 6.40% | |||
Driehaus Capital Management LLC 25 East Erie Street Chicago, Illinois 60611 | 1,497,522 | (6) | 5.37% | |||
Directors | ||||||
James D. Nesci | 275,882 | (7) | * | |||
Patrick H. Kinzler | 82,013 | (8) | * | |||
Mirella Lang | 48,548 | * | ||||
J. Christopher Ely | 68,149 | (9) | * | |||
Robert T. Goldstein | 78,170 | (10) | * | |||
Kenneth Grimbilas | 99,848 | (11) | * | |||
Jonathan M. Shaw | 68,362 | (12) | * | |||
Margaret Letsche | 66,477 | (13) | * | |||
Elizabeth Jobes | — | * | ||||
Executive Officers who are not Directors | ||||||
Kelly Pecoraro | 75,000 | (14) | * | |||
Elizabeth Miller | 68,621 | (15) | * | |||
Jason Goldberg | 40,000 | (16) | * | |||
All directors and executive officers as a group (17 persons) | 4.16% |
* | Less than 1%. |
(1) | In accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended, a person or entity is deemed to be the beneficial owner, for purposes of this table, of any shares of Blue Foundry Bancorp common stock if they have shared voting or investment power with respect to such common stock or has a right to acquire beneficial ownership at any time within 60 days from March 21, 2023. As used herein, “voting power” is the power to vote or direct the voting of shares and “investment power” is the power to dispose or direct the disposition of shares. Except as otherwise noted, ownership is direct and the named individuals and group exercise sole voting and investment power over the shares of Blue Foundry Bancorp common stock. |
(2) | Based on a total of 27,707,019 shares of common stock outstanding as of March 21, 2023. |
(3) | As disclosed in Schedule 13G filed with the SEC on February 10, 2023. |
(4) | As disclosed in Schedule 13G filed with the SEC on February 9, 2023. |
(5) | As disclosed in Schedule 13G filed with the SEC on February 1, 2023. |
(6) | As disclosed in Schedule 13G filed with the SEC on February 13, 2023. |
(7) | Includes 34,882 shares held in an individual retirement account, 8,500 shares held in our 401(k) Plan, 4,320 shares allocated under the Blue Foundry Bank’s ESOP, 114,090 unvested restricted stock awards and 114,090 unvested performance awards. |
(8) | Includes 8,202 shares held in individual retirement accounts. |
(9) | Includes 10,366 shares held in an individual retirement account. |
(10) | Includes 7,500 shares held in an individual retirement account and 27,887 shares held in a 401(k) Plan. |
(11) | Includes 40,000 shares held in an individual retirement account. |
(12) | Includes 14,238 shares held in an individual retirement account, 9,100 shares held by his spouse’s individual retirement account and 116 shares held as custodian for his child. |
(13) | Includes 1,500 shares held in an individual retirement account. |
(14) | Includes 35,000 unvested restricted stock awards and 35,000 unvested performance awards. |
(15) | Includes 17,500 shares held in our 401(k) Plan, 4,320 shares allocated under the Blue Foundry Bank’s ESOP, 20,000 unvested restricted stock awards and 20,000 unvested performance awards. |
(16) | Includes 20,000 unvested restricted stock awards and 20,000 unvested performance awards. |
1. | Election of two nominees to serve as directors until the Company’s 2026 annual meeting of stockholders and until their successors have been duly elected and qualified. |
COMMITTEE NOMINEES | FOR | WITHHOLD |
a) Jennifer Corrou | ☐ | ☐ |
b) Raymond Vanaria | ☐ | ☐ |
COMPANY NOMINEES OPPOSED BY THE COMMITTEE | FOR | WITHHOLD |
a) J. Christopher Ely | ☐ | ☐ |
b) Robert T. Goldstein | ☐ | ☐ |
2. | The Company’s proposal to ratify the selection of KPMG LLP to serve as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2023. |
☐ FOR | ☐ AGAINST | ☐ ABSTAIN |
3. | The Company’s proposal to approve the Merger Agreement with the Company's Wholly Owned Subsidiary for the Purpose of Restating the Certificate of Incorporation to Declassify the Board of Directors and Eliminate Supermajority Voting Requirements to Amend the Certificate of Incorporation and Bylaws. |
☐ FOR | ☐ AGAINST | ☐ ABSTAIN |
(Signature)
(Signature, if held jointly)
(Title)