Cadence Bank Announces Adjournment of its Special Meeting

Rhea-AI Summary

Cadence Bank (NYSE: CADE) has announced the adjournment of its special meeting of shareholders to January 27, 2025. The adjournment aims to allow additional time to solicit proxies from preferred shareholders for Proposal 2, which would authorize the board to implement stock repurchases under Regulation H.

The meeting includes four proposals: amendments to Articles of Incorporation (Proposal 1), stock repurchase authorization (Proposal 2), a new long-term incentive plan (Proposal 3), and meeting adjournment if needed (Proposal 4). Common shareholders have already approved all proposals, while preferred shareholders have only approved Proposal 4.

The record date remains November 8, 2024. Previously submitted proxies will remain valid for the reconvened meeting. Preferred shareholders can contact Okapi Partners to provide voting instructions.

Positive

• Common shareholders approved all four proposals
• Board seeking authorization for stock repurchase program

Negative

• Delay in obtaining preferred shareholders' approval for stock repurchase proposal
• Additional time needed for proxy solicitation indicates possible resistance from preferred shareholders

Insights

Corporate Finance Analyst

The adjournment of Cadence Bank's special meeting specifically for Proposal 2, which concerns stock repurchase authorization, carries notable implications. Stock buybacks typically signal management's confidence in the company's valuation and can enhance shareholder value by reducing shares outstanding and potentially increasing EPS. The need for additional time to secure preferred shareholder approval suggests some resistance or complexity in the voting process.

The successful approval of all proposals by common shareholders, including the new long-term incentive plan, indicates broad support for management's strategic initiatives. However, the delay in preferred shareholder approval for the stock repurchase program could temporarily impact the bank's capital allocation flexibility.

The proposed amendments to the Articles of Incorporation (Proposal 1) and the new incentive plan (Proposal 3) represent significant corporate governance changes that have already received common shareholder support. These changes, combined with the potential stock repurchase authorization, could materially affect CADE's capital structure and shareholder returns in 2025.

Banking Sector Specialist

The specific focus on Regulation H compliance for the stock repurchase program is particularly noteworthy in the banking context. Regulation H governs state member banks' capital adequacy and requires Federal Reserve approval for certain capital distributions.

The delay in securing preferred shareholder approval highlights the complex regulatory framework banks must navigate when implementing capital distribution policies. This regulatory scrutiny is especially relevant given CADE's $6.4 billion market cap and its position as a regional bank.

The fact that common shareholders have already approved all proposals while preferred shareholders require additional consideration time suggests potential concerns about the impact of buybacks on the preferred dividend coverage ratio or capital structure priorities. This careful approach to capital management aligns with prudent banking practices but may temporarily constrain strategic flexibility.

HOUSTON and TUPELO, Miss., Dec. 30, 2024 /PRNewswire/ -- Cadence Bank (NYSE: CADE) (the Company) today announced it has adjourned its special meeting of shareholders held this afternoon until Monday, Jan. 27, 2025, at 3 p.m. Central Standard Time. The special meeting was adjourned to allow the Company additional time to solicit proxies from preferred shareholders in favor of a proposal (Proposal 2) to authorize the Cadence Bank board of directors to implement repurchases of stock in accordance with Regulation H.

As previously reported, in addition to Proposal 2, the special meeting is being held to approve proposals related to amendments to the Company's Articles of Incorporation (Proposal 1), a new long-term incentive plan (Proposal 3) and adjourning the special meeting, if necessary, to allow time for further solicitation of proxies in the event there are insufficient votes present at the meeting to approve Proposals 1, 2 or 3 (Proposal 4). These proposals are described in more detail in the Company's proxy statement dated Nov. 19, 2024, furnished to the Company's shareholders in connection with the solicitation of proxies by the Company's board of directors for use at the special meeting. The Company's common shareholders approved Proposals 1, 2, 3 and 4 at the special meeting today prior to adjournment, which addressed all the business to be voted upon by common shareholders at the special meeting. The Company's preferred shareholders approved Proposal 4 today prior to adjournment.

The record date for determining shareholders eligible to vote at the special meeting will remain the close of business on Nov. 8, 2024. Valid proxies submitted by Company preferred shareholders prior to the adjourned Dec. 30, 2024, special meeting will continue to be valid for purposes of the reconvened special meeting scheduled for Monday, Jan. 27, 2025.

Cadence Bank preferred shareholders as of the close of business on Nov. 8, 2024, who have not voted on Proposal 2 but wish to do so should contact Okapi Partners, Cadence's proxy solicitor, at info@okapipartners.com or 855-208-8902 (toll-free) to provide voting instructions.

Attending the Virtual Special Meeting

The reconvened special meeting of Cadence Bank preferred shareholders to vote on Proposal 2 will be held virtually on Monday, Jan. 27, 2025, at 3 p.m. Central Standard Time.

Preferred shareholders may attend and participate in the reconvened special meeting virtually by visiting the following web address, meetnow.global/MLVC22S, and entering the 15-digit control number found on the Notice of Internet Availability of Proxy Materials (Notice) received. Preferred shareholders who hold shares through an intermediary, such as a bank or broker, must register in advance using the instructions in the Notice materials.

About Cadence Bank

Cadence Bank (NYSE: CADE) is a leading regional banking franchise with approximately $50 billion in assets and over 350 branch locations across the South and Texas. Cadence provides consumers, businesses and corporations with a full range of innovative banking and financial solutions. Services and products include consumer banking, consumer loans, mortgages, home equity lines and loans, credit cards, commercial and business banking, treasury management, specialized lending, asset-based lending, commercial real estate, equipment financing, correspondent banking, SBA lending, foreign exchange, wealth management, investment and trust services, financial planning and retirement plan management. Cadence is committed to a culture of respect, diversity, equity, inclusion and belonging in both its workplace and communities. Cadence Bank, Member FDIC. Equal Housing Lender.

Additional Information

This communication may be deemed to be additional solicitation material with respect to the special meeting. On November 19, 2024, Cadence Bank filed a definitive proxy statement with the Federal Deposit Insurance Corporation ("FDIC") in connection with the special meeting. SHAREHOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE PROXY STATEMENT AND ANY OTHER SOLICITING MATERIALS THAT ARE FILED WITH THE FDIC OR FEDERAL RESERVE WHEN THEY BECOME AVAILABLE BECAUSE THESE DOCUMENTS CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE PROPOSAL TO BE VOTED UPON. The Company's proxy statement and any other solicitation materials filed by the Company with the FDIC and Federal Reserve can be obtained free of charge at the FDIC's and Federal Reserve's respective websites, as well as the Investor Relations section of our website at ir.cadencebank.com. Shareholders may also request a copy of these materials at no cost by contacting the Company at 201 South Spring Street, Tupelo, Mississippi 38804, or 1-800-368-5948. The Company has engaged Okapi Partners LLC to aid in the solicitation of proxies. Detailed information regarding the identity of participants, and their respective interests in the Company by security holdings or otherwise, are set forth in the definitive proxy statement for the special meeting.

Forward Looking Statements

This press release may contain certain "forward-looking statements" including statements concerning plans, objectives, future events or performance and assumptions and other statements, which are statements other than statements of historical fact. The Company cautions readers that certain factors may have affected and could in the future affect actual results and could cause actual results for subsequent periods to differ materially from those expressed in any forward-looking statement made by or on behalf of the Company herein. For a list of factors which could affect the Company's results, see the Company's filings with the FDIC and Federal Reserve, including "Item 1A. Risk Factors," set forth in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023. You should not place undue reliance on any forward-looking statements. These statements speak only as of the date of this filing, even if subsequently made available by the Company on its website or otherwise. The Company undertakes no obligation to update or revise these statements to reflect events or circumstances occurring after the date of this press release.

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SOURCE Cadence Bank

FAQ

When is Cadence Bank's (CADE) rescheduled special meeting?

Cadence Bank's rescheduled special meeting will be held virtually on January 27, 2025, at 3 p.m. Central Standard Time.

What is Proposal 2 in CADE's special meeting?

Proposal 2 seeks to authorize Cadence Bank's board of directors to implement stock repurchases in accordance with Regulation H.

Have CADE's common shareholders approved the proposals?

Yes, Cadence Bank's common shareholders have approved all four proposals (Proposals 1, 2, 3, and 4) at the December 30, 2024 meeting.

What is the record date for CADE's special meeting?

The record date for determining shareholders eligible to vote is November 8, 2024.

How can CADE preferred shareholders vote on Proposal 2?

Preferred shareholders can contact Okapi Partners at info@okapipartners.com or 855-208-8902 (toll-free) to provide voting instructions.