UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant x
Filed by a Party other than the Registrant o
Check the appropriate box:
o Preliminary Proxy Statement
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o Definitive Proxy Statement
x Definitive Additional Materials
o Soliciting Material Pursuant to §240.14a-12
YARDVILLE NATIONAL BANCORP
(Name of Registrant as Specified in its Charter)
NOT APPLICABLE
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
x No fee required.
o Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
| 1) | Title of each class of securities to which transaction applies: |
| 2) | Aggregate number of securities to which transaction applies: |
| 3) | 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): |
| 4) | Proposed maximum aggregate value of transaction: |
| 5) | Total fee paid: |
o Fee paid previously with preliminary materials:
o | 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. |
| 1) | Amount Previously Paid: |
| 2) | Form, Schedule or Registration Statement No.: |
| 3) | Filing Party: |
| 4) | Date Filed: |
2465 Kuser Road
Hamilton, New Jersey 08690
LEADING INDEPENDENT PROXY ADVISORY FIRM ISS
RECOMMENDS THAT YNB SHAREHOLDERS VOTE “FOR” YNB’S
DIRECTOR NOMINEES
ISS SAYS ELECTION OF DISSIDENT GROUP NOMINEES NOT WARRANTED
April 24, 2006
Dear Fellow YNB Shareholders:
We are pleased to announce that on April 21, 2006, Institutional Shareholder Services (ISS)
recommended that YNB shareholders vote FOR the Company’s director nominees—Samuel D.
Marrazzo, Louis R. Matlack, and George D. Muller. ISS is a leading independent U.S. proxy advisory
firm whose voting analyses and recommendations are relied upon by hundreds of major institutional
investment funds, mutual funds and fiduciaries throughout the country. We view the ISS decision as
very significant support for YNB.
To follow ISS’s recommendation, YNB shareholders should vote FOR the Company’s director
nominees on the Company’s enclosed “BLUE PROXY” card today.
In recommending that YNB shareholders vote FOR the three YNB directors over a slate presented by a dissident shareholder group, ISS wrote that:
“The company’s performance is strong and management’s plan appears to be working.
Management has taken the necessary steps to address the OCC concerns and periodically
evaluate strategic alternatives. In reviewing the dissident slate and its plan if elected,
there is no strong evidence to suggest that the election of the dissident nominees is
warranted at this time.”*
Commenting on the Company’s performance, ISS noted that:
“The company has experienced robust organic growth over the last ten years as evidenced
by strong compound annual growth of 22 percent in assets, 29 percent in commercial loans,
and 20 percent in deposits.”*
Regarding the Company’s corporate governance, ISS observed that:
“Overall, the company has a good governance profile underscored by a substantial majority
of independent directors, fully independent key board committees, and no poison pill.”*
Furthermore, ISS noted that:
“The current board already has the relevant experience to carry out management’s plan and
has shown that the plan is working.”*
* Permission to use quotations from the ISS report was neither sought nor obtained.
We are very pleased that ISS recognizes YNB’s strong track record of growth and value creation and
has recommended that shareholders vote for YNB’s director nominees. Like ISS, we believe that there
is no benefit to stockholders in electing the dissident group’s nominees. We believe our Board and
management team are best-suited to continue executing our strategic plan and enhancing shareholder
value and we look forward to moving beyond this costly and counterproductive proxy contest and to
continuing the progress we have made to build a stronger future for YNB and all of our shareholders.
WITH YOUR SUPPORT, YNB’S BOARD AND MANAGEMENT CAN CONTINUE TO BUILD
VALUE FOR ALL SHAREHOLDERS
VOTE THE ENCLOSED “BLUE PROXY” TODAY
Your Board asks that you support your Board and management team by voting FOR YNB’s incumbent
directors, Samuel D. Marrazzo, Louis R. Matlack and George D. Muller, on the enclosed “BLUE
PROXY” CARD today. Your vote is extremely important, no matter how many or how few
shares that you own. If you have any questions or need any assistance in voting your shares, please do
not hesitate to contact our proxy solicitor, Georgeson Shareholder Services, at 1-800-509-1393.
Thank you very much for your continued support.
On behalf of the Board of Directors,
|
|
Jay G. Destribats
Chairman