Under the terms of the agreement, the Company has committed to appoint Mr. Pollack to the Boards in the class of directors expiring at the Company’s 2026 Annual Meeting of Stockholders. The Company will also support his election as a director for a term expiring at the 2029 Annual Meeting. Additionally, the Board has waived certain director qualification provisions to facilitate Mr. Pollack's appointment.
The Stilwell Group has agreed not to acquire additional shares of the Company’s common stock or propose any transactions that would constitute a change in control during the term of the agreement. This includes refraining from soliciting proxies against the Company’s Board of Directors or participating in any proxy solicitation.
Kim C. Liddell, President and CEO of Lake Shore Bancorp, expressed appreciation for the constructive dialogue with the Stilwell Group, stating that Pollack’s addition strengthens the governance framework and enhances expertise in key oversight areas. Pollack himself expressed eagerness to work collaboratively with the Board and management to support the Company’s long-term strategy and enhance shareholder value.
The Standstill Agreement also includes provisions for the reimbursement of Mr. Pollack’s travel expenses related to Board meetings. The Company’s Board of Directors amended its Bylaws to allow for the waiver of director qualification requirements, which is particularly relevant for Pollack’s appointment.
This strategic move is seen as a positive step for Lake Shore Bancorp, potentially enhancing its governance and operational execution as it navigates future challenges and opportunities in the financial sector.
