Cadence Bank Declares Special Preferred Dividend to be Paid if Favorable Vote Received and Announces Adjournment of its Special Meeting to Solicit Additional Votes

Rhea-AI Summary

Cadence Bank (NYSE: CADE) has announced the adjournment of its special meeting of shareholders until April 25, 2025, to gather additional preferred shareholder votes for Proposal 2. The proposal would authorize the Board to implement stock repurchases under Regulation H.

The Board has declared a special cash dividend of $0.34375 per share of Series A Preferred Stock (NYSE: CADE/PA), contingent upon Proposal 2 receiving two-thirds approval from preferred stockholders. If approved, the dividend would be paid on May 7, 2025, to shareholders of record as of April 30, 2025.

Common shareholders have already approved all four proposals on December 30, 2024, while preferred shareholders have approved Proposal 4. The record date for voting eligibility remains November 8, 2024. The reconvened virtual Special Meeting will be held at 9:00 a.m. Central Time.

Positive

• Special cash dividend of $0.34375 per preferred share announced
• Common shareholders have already approved all proposals
• Board authorized to implement stock repurchases if approved

Negative

• Meeting repeatedly adjourned due to insufficient preferred shareholder votes
• Dividend payment contingent on securing two-thirds preferred shareholder approval

HOUSTON and TUPELO, Miss., March 26, 2025 /PRNewswire/ -- Cadence Bank (NYSE: CADE) (the Company) today announced that it has adjourned its special meeting of shareholders originally convened on Dec. 30, 2024 (the Special Meeting), that reconvened on Jan. 27, 2025, and this morning, until Friday, April 25, 2025, at 9:00 a.m. Central 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 Company's Board of Directors to implement repurchases of stock in accordance with Regulation H. 

At its meeting today, the board of directors of the Company declared a special cash dividend of $0.34375 per share of Series A Preferred Stock (NYSE: CADE/PA) to be paid if Proposal 2 receives the affirmative vote of at least two-thirds of the outstanding preferred stock at the Special Meeting. The preferred stock dividend would be payable on May 7, 2025, to preferred shareholders of record at the close of business on April 30, 2025, in the event Proposal 2 receives the requisite two-thirds vote at the Special Meeting.

Proposal 2 is 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 on Dec. 30, 2024, prior to adjournment, which was all of the business to be voted upon by common shareholders at the Special Meeting. The Company's preferred shareholders approved Proposal 4 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 will continue to be valid for purposes of the reconvened Special Meeting scheduled for Friday, April 25, 2025.

Company 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, the Company's proxy solicitor, at info@okapipartners.com or (855) 208-8902 (Toll-Free).

Attending the Virtual Special Meeting

The reconvened Special Meeting of the Company's preferred shareholders to vote on Proposal 2 will be held virtually on Friday, April 25, 2025, at 9:00 a.m. Central 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 $50 billion regional financial services company committed to helping people, companies and communities prosper. With more than 350 locations spanning the South and Texas, Cadence offers comprehensive banking, investment, trust and mortgage products and services to meet the needs of individuals, businesses and corporations. Accolades include being recognized as one of the nation's best employers by Forbes and U.S. News & World Report and a 2025 America's Best Banks by Forbes. Cadence maintains dual headquarters in Houston, Texas and Tupelo, Mississippi, and has dutifully served customers for nearly 150 years. Learn more at www.cadencebank.com. 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, the Company 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 on 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, 2024. 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

What is the special dividend amount announced by Cadence Bank (CADE) for preferred shareholders?

Cadence Bank announced a special cash dividend of $0.34375 per share of Series A Preferred Stock (CADE/PA).

When will CADE pay the special preferred dividend if Proposal 2 is approved?

The dividend would be paid on May 7, 2025, to preferred shareholders of record as of April 30, 2025, if the proposal receives approval.

What is Proposal 2 that CADE preferred shareholders need to approve?

Proposal 2 would authorize Cadence Bank's Board of Directors to implement stock repurchases in accordance with Regulation H.

What percentage of preferred shareholder votes does CADE need to approve Proposal 2?

Proposal 2 requires the affirmative vote of at least two-thirds of the outstanding preferred stock.

When is the reconvened Special Meeting for CADE preferred shareholders?

The reconvened Special Meeting will be held virtually on Friday, April 25, 2025, at 9:00 a.m. Central Time.