Glass Lewis Joins ISS in Recommending That YNB Shareholders Vote ''For'' YNB's Director Nominees; Leading Independent Proxy Advisory Firm Says YNB Board's Strategic Plan Will Create Greater Long-Term Value for Shareholders.HAMILTON, N.J. -- Yardville National Bancorp (Nasdaq: YANB) today announced that Glass Lewis & Co., a leading independent proxy advisory firm, has recommended that YNB YNB Yardville National Bank shareholders vote FOR the Company's director nominees - Samuel D. Marrazzo, Louis R. Matlack, and George D. Muller Mul·ler , Hermann Joseph 1890-1967. American geneticist. He won a 1946 Nobel Prize for the study of the hereditary effect of x-rays on genes. Mül·ler , Johannes Peter 1801-1858. - at YNB's May 3, 2006 Annual Meeting of Shareholders. E[acute accent acute accent n. A mark (´) indicating: a. that a vowel is close or tense, as é in French été. b. that a vowel or syllable has a high or rising pitch, as in Chinese or Ancient Greek. c. ]As the Company previously announced on April 21, 2006, Institutional Shareholder Services (ISS ISS See Institutional Shareholder Services (ISS). ), another leading independent proxy advisory firm, has also recommended that YNB shareholders support the Company's director nominees. Glass Lewis and ISS are widely recognized as the nation's two leading independent proxy voting Proxy voting is the delegation to another member of a voting body of that member's power to vote in his absence. It is essentially synonymous to delegated voting. Proxy voting is commonly used in corporations for voting by members or shareholders, because it allows members and corporate governance Corporate Governance The relationship between all the stakeholders in a company. This includes the shareholders, directors, and management of a company, as defined by the corporate charter, bylaws, formal policy, and rule of law. advisory firms. Their analyses and recommendations are relied upon by hundreds of major institutional investment firms, mutual funds and fiduciaries throughout the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. . E[acute accent]TO FOLLOW THE RECOMMENDATIONS OF GLASS LEWIS AND ISS, YNB SHAREHOLDERS SHOULD VOTE FOR THE COMPANY'S DIRECTOR NOMINEES ON THE COMPANY'S "BLUE PROXY" CARD TODAY. E[acute accent]In recommending that YNB shareholders vote FOR the three YNB directors over a slate presented by a dissident shareholder group led by Larry Seidman, Glass Lewis stated that:
"(I)n our opinion, the current board and management team
possess a demonstrated track record of creating long-term
shareholder value and should be allowed the opportunity to
plot the Company's future course." (1)
E[acute accent]Regarding the dissident nominees, Glass Lewis stated that:
"We believe the ascent of the Seidman nominees to the
Company's board would have a disruptive effect on the
Company's business. In our opinion, a divided Board would send
mixed signals to the Company's employees, increase the
probability of losing key personnel, and hamper the Company's
efforts to expand its deposit base and branch network." (1)
E[acute accent]Commenting on the Company's performance, Glass Lewis noted that:
"(We) are inclined to support the Company's strategic vision
given its historic track record of long-term value creation.
We note Yardville has produced over 20% annual growth in net
income and total assets over the past 10 years. Further, we
note the Company's stock price has outperformed its peers over
the past two years." (1)
E[acute accent]Glass Lewis also noted that:
"(D)irectors, as a group, own approximately 15% of the
outstanding shares of the Company or approximately twice the
number of shares owned by the dissident group. To that end, we
take comfort that the board's support for the Company's
independence comes at the personal cost of potential near term
gains through a sale." (1)
E[acute accent]And Glass Lewis concluded:
"We do not believe a sale of Yardville is in the interest of
shareholders at this time. As such, we believe shareholders
should support the Company's nominees." (1)
E[acute accent]Patrick M. Ryan, YNB's Chief Executive Officer, said, "We are pleased that both ISS and now Glass Lewis - the nation's two leading proxy advisory firms - have recommended that YNB shareholders vote FOR YNB's director nominees. We believe that both Glass Lewis and ISS recognize that our current Board has a clear and consistent strategy to achieve growth and profitability, and is committed to taking all appropriate and necessary actions to maximize value for all YNB shareholders. Furthermore, Glass Lewis and ISS each highlight the dissident group's lack of a credible or well-developed plan for the future of YNB. In our opinion, the dissident group is merely looking to fulfill ful·fill also ful·fil tr.v. ful·filled, ful·fill·ing, ful·fills also ful·fils 1. To bring into actuality; effect: fulfilled their promises. 2. its own self-serving, short-term interests at the expense of building long-term value for all YNB shareholders. We strongly believe that a forced sale of YNB, as the dissident group seems to propose, is the WRONG path to creating long-term shareholder value. We urge all YNB shareholders to vote FOR the Company's director nominees today." E[acute accent]YNB's shareholders are reminded that their vote is extremely important, no matter how many or how few shares they own. If shares are held with a broker, shareholders may be able to vote their shares by telephone or by the Internet. If this option is available, shareholders may simply follow the instructions on the Company's "BLUE PROXY" card to assure a vote for YNB's incumbent directors. Shareholders are advised that if they have any questions or need any assistance in voting their shares, they should contact YNB's proxy solicitor Proxy Solicitor A specialist (firm) hired to gather proxy votes. , Georgeson Shareholder, toll-free, at 1-800-509-1393. E[acute accent](1) Permission to use quotations from the Glass Lewis report was neither sought nor obtained. E[acute accent]About Yardville National Bancorp E[acute accent]With $2.96 billion in assets at March 31, 2006, YNB serves individuals and small to mid-sized businesses in the dynamic New York New York, state, United States New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of City-Philadelphia corridor through a network of 28 branches in Mercer mer·cer n. Chiefly British A dealer in textiles, especially silks. [Middle English, from Old French mercier, trader, from merz, merchandise, from Latin merx , Hunterdon, Somerset Somerset, cities, United States Somerset. 1 City (1990 pop. 10,733), seat of Pulaski co., S Ky., in a farm, coal, and limestone area of the Cumberland foothills; inc. 1810. , Middlesex, Burlington, and Ocean counties in New Jersey and Bucks Bucks: see Buckinghamshire. County in Pennsylvania. Headquartered in Mercer County Mercer County is the name of several counties in the United States:
E[acute accent]Forward Looking Statements E[acute accent]This release may contain forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. concerning the financial condition, results of operations, and business of YNB. We caution that such statements are subject to a number of uncertainties and actual results could differ materially and therefore you should not place undue reliance on any forward-looking statements we make. We may not update any forward-looking statements we make today for future events or developments. Information about risks and uncertainties are described in our filings with the Securities and Exchange Commission, which are available on our website or from our Investor Relations Investor relations The process by which the corporation communicates with its investors. department. E[acute accent]Solicitation solicitation In criminal law, the act of asking, inducing, or directing someone to commit a crime. The person soliciting another becomes an accomplice to the crime. The term also refers to the act of obtaining bribes, as well as to the crime of a prostitute who offers sexual E[acute accent]YNB has filed a definitive proxy statement Proxy Statement A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting. with the SEC. The proxy statement was first mailed or delivered to YNB shareholders on or about March 31, 2006. YNB SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT CAREFULLY BECAUSE IT CONTAINS IMPORTANT INFORMATION. Shareholders may obtain a free copy of the proxy statement and other material (as available) and any other documents that may be filed with the SEC by YNB in connection with the Annual Meeting through the SEC's web site at www.sec.gov, or by directing a request to: Yardville National Bancorp at 2465 Kuser Road, Hamilton, NJ 08690, Attention: Daniel J. O'Donnell, Esq., Chief Legal Officer. E[acute accent]YNB, its executive officers and directors may be deemed to be participants in a solicitation of proxies for YNB's 2006 Annual Meeting of Shareholders. Information regarding these participants and their interests is contained in YNB's definitive proxy statement filed with the SEC on March 31, 2006. |
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