Community Heritage Financial, Inc. Announces Adjournment of Annual Meeting

Rhea-AI Summary

Community Heritage Financial, Inc. (OTCPink: CMHF) announced the adjournment of its annual stockholder meeting to give beneficial holders more time to vote on amendments to its Articles of Incorporation. The proposals include increasing authorized shares and adjusting voting requirements for corporate transactions. While over 80% of shares voted supported the amendments, not enough proxies were received from broker record holders prior to the meeting. The adjourned meeting is scheduled for December 3, 2020, ensuring all stockholders can participate.

Positive

• Over 80% of shares voted supported the proposed amendments.
• Stockholder proposals such as re-electing Class 2 directors and approving the 2020 Equity Incentive Plan were successfully passed.

Negative

• Less than two-thirds of the outstanding shares were voted at the meeting, hindering the approval of the proposed amendments.
• The adjournment may indicate difficulties in engaging stockholders due to the COVID-19 pandemic.

MIDDLETOWN, Md., Oct. 16, 2020 /PRNewswire/ -- Community Heritage Financial, Inc. (the "Company") (OTCPink: CMHF), the parent company of Middletown Valley Bank and Millennium Financial Group, Inc., announced that today it had convened its annual meeting of stockholders and adjourned the meeting to a later date to give stockholders, in particular beneficial holders of its common stock that are held of record in the name of brokers, additional time to vote on the proposed Amendment and Restatement of the Company's Articles of Incorporation that will effect proposed amendments to the Articles of Incorporation to increase its authorized shares of capital stock, allow its board of director to change the number of authorized shares going forward, and decrease the vote required for certain corporate transactions, to the extent each such proposal is approved by stockholders. 

The Company's stockholders approved the other proposals presented for their consideration at the annual meeting, including re-electing the Company's Class 2 directors, approving the Company's 2020 Equity Incentive Plan, and ratifying the appointment of its independent public accountants.  The proposed Amendment and Restatement of the Company's Articles of Incorporation and amendments to the Company's Articles of Incorporation, however, require a higher threshold for approval – either two-thirds or 80% of the shares of the Company's common stock outstanding, than these other matters.  More than 80% of the shares voted to date on these proposals were voted FOR approval of these proposals.  As the Company received very few proxies from broker record holders of its common stock prior to the meeting, less than two-thirds of the outstanding shares were even voted at the meeting.  As the Company believes that the brokers' failure to return proxies with respect to the annual meeting is due to a multitude of factors revolving around the coronavirus pandemic as opposed to opposition to the proposed amendments, it adjourned the annual meeting to ensure that all stockholders who desire to vote on these important matters have the opportunity to do so.  The Company has engaged the services of proxy solicitor D.F. King to assist in obtaining the additional proxies.

The adjourned meeting will be held at 5:00 p.m. on Thursday, December 3, 2020.  The record date for the annual meeting remains August 21, 2020.

About Community Heritage Financial, Inc.

Community Heritage Financial, Inc. is the parent company for its wholly owned subsidiaries Middletown Valley Bank and Millennium Financial Group, Inc ("Mlend").  Middletown Valley Bank is a full-service commercial and retail bank with seven locations in Frederick County and Washington County, Maryland, as well as a loan production office in Garrett County, Maryland.  For more information, visit http://www.mvbbank.com/.

Mlend is a full-service mortgage lender headquartered in Middletown, Maryland with locations in Crofton and Oakland, Maryland.  For more information visit http://mlend.com/.

Investor Relations Contact:

Community Heritage Financial, Inc.
Robert E. (BJ) Goetz, Jr.
President & Chief Executive Officer
301-371-3055
www.communityheritageinc.com 

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SOURCE Community Heritage Financial, Inc.

FAQ

What was the main reason for Community Heritage Financial's meeting adjournment on October 16, 2020?

The meeting was adjourned to give beneficial holders more time to vote on proposed amendments to the Articles of Incorporation due to low proxy returns.

When is the adjourned annual meeting for Community Heritage Financial scheduled?

The adjourned annual meeting is scheduled for December 3, 2020, at 5:00 p.m.

What proposals were approved at the Community Heritage Financial annual meeting?

The stockholders approved the re-election of Class 2 directors, the 2020 Equity Incentive Plan, and the appointment of independent public accountants.

What changes are proposed in the Articles of Incorporation for Community Heritage Financial?

The proposed amendments aim to increase authorized shares, allow the board to change the number of shares, and decrease voting requirements for certain corporate transactions.

What challenges did Community Heritage Financial face in obtaining proxies for their annual meeting?

The company believes the low proxy returns were influenced by various factors related to the coronavirus pandemic.