Harleysville National Corporation Reports Results of its 2009 Annual Meeting of Shareholders
29 Abril 2009 - 4:49PM
PR Newswire (US)
Business includes director elections, adjustments to shares
outstanding, results of shareholder proposals and updates on
capital enhancement initiatives. HARLEYSVILLE, Pa., April 29
/PRNewswire-FirstCall/ -- Harleysville National Corporation
(NASDAQ:HNBC) today reported results of its 2009 Annual Meeting of
Shareholders, held yesterday in Norristown, PA. A summary of events
follows. During the meeting, shareholders acted on five key
business items outlined in its 2009 Proxy Statement: 1.
Shareholders elected three Class C Directors: Michael L. Browne,
President, Chief Executive Officer and Director, Harleysville
Mutual and Harleysville Group, Inc.; Paul D. Geraghty, President
and Chief Executive Officer, Harleysville National Corporation; and
James A. Wimmer, Attorney-at-Law, to serve four-year terms
commencing immediately. Votes were cast as follows: For Withheld
Abstain --- -------- ------- Michael L. Browne 31,018,996 1,863,535
0 Paul D. Geraghty 31,240,353 1,642,178 0 James A. Wimmer
31,253,521 1,629,010 0 2. A proposal to amend Harleysville's
Articles of Incorporation to increase the number of authorized
shares of Harleysville common stock, par value $1.00 per share,
from 75,000,000 to 200,000,000 was approved and adopted, with
22,645,907 votes for the proposal, 9,953,679 against and 282,945
shareholders abstaining. 3. With 32,070,337 affirmative votes,
shareholders ratified the selection of Grant Thornton, LLP as
Harleysville's independent auditors for 2009. Shareholders
registered 497,731 votes against the proposal with 314,463
abstaining. 4. A non-binding shareholder proposal requesting that
the board of directors take action to declassify director terms was
presented and received 12,828,960 affirmative and 11,661,625
negative votes, with 841,154 shareholders abstaining. 5. A
non-binding shareholder proposal requesting that the board of
directors take action to institute a majority voting standard was
presented and received 11,487,757 votes in favor, 13,167,001
opposed and 676,981 abstaining. In his presentation to
shareholders, Geraghty reiterated Harleysville's commitment to
exemplary corporate governance. "We initiated a comprehensive
corporate governance program during 2008. This program, led by your
Nominating and Corporate Governance Committee, recommended, and the
board of directors subsequently approved, comprehensive corporate
governance policies in November 2008. We will continue to review
corporate governance practices in 2009. The process is evolving,
ongoing and not static. The board of directors continues the
development of corporate governance practices that are in your
company's best interests." Geraghty also detailed Harleysville's
recent actions as part of its capital improvement initiative. In
its fourth quarter 2008 earnings announcement, the company reported
that its Total Capital to Risk-Weighted Assets fell below the
well-capitalized level to adequately capitalized. As of March 31,
2009, as reported in its first quarter 2009 earnings release, this
ratio increased to 9.39% from 8.88% at December 31, 2008. Geraghty
detailed components of Harleysville's capital improvement
initiative yesterday and relayed to shareholders that the bank
continues to research and evaluate alternate sources of capital to
further strengthen its balance sheet. "Harleysville continues its
capital planning review. Given these turbulent economic times, the
corporation is analyzing various capital raising options to
increase its tangible common equity." In light of the corporation's
ongoing capital planning process, Harleysville announced today that
as a prudent, proactive measure it will immediately suspend its
Dividend Reinvestment and Stock Purchase Plan (DRIP) until further
notice. A full overview of Harleysville's Annual Meeting
presentation is available through the company's website,
http://www.hncbank.com/. Harleysville National Corporation, with
assets of $5.6 billion, is the holding company for Harleysville
National Bank (HNB). Investment Management and Trust Services are
provided through Millennium Wealth Management and Cornerstone,
divisions of HNB, with assets under management of $2.5 billion.
Harleysville National Corporation stock is traded under the symbol
"HNBC" and is commonly quoted under NASDAQ Global Select Market(R).
For more information, visit the Harleysville National Corporation
website at http://www.hncbank.com/. Within this press release,
management may make projections and forward-looking statements
regarding events or the future financial performance of
Harleysville National Corporation. We wish to caution you that
these forward-looking statements involve certain risks and
uncertainties, including a variety of factors that may cause
Harleysville National Corporation's actual results to differ
materially from the anticipated results expressed in these
forward-looking statements. Such factors include the possibility
that anticipated cost savings may not be realized, estimated
synergies may not occur, increased demand or prices for the
Corporation's financial services and products may not occur,
changing economic and competitive conditions, technological
developments and other risks and uncertainties. Such risks,
uncertainties and other factors that could cause actual results and
experience to differ from those projected include, but are not
limited to, the following: ineffectiveness of the Corporation's
business strategy due to changes in current or future market
conditions; the effects of competition, and of changes in laws and
regulations on competition, including industry consolidation and
development of competing financial products and services; inability
to achieve desired increases in capital and improvement in asset
quality; merger-related synergies; interest rate movements;
difficulties in integrating distinct business operations, including
information technology difficulties; disruption from the
transaction making it more difficult to maintain relationships with
customers and employees, and challenges in establishing and
maintaining operations in new markets; volatilities in the
securities markets; and deteriorating economic conditions. When we
use words such as "believes", "expects", "anticipates", or similar
expressions, we are making forward-looking statements. Investors
are cautioned not to place undue reliance on these forward-looking
statements and are also advised to review the risk factors that may
affect Harleysville National Corporation's operating results in
documents filed by Harleysville National Corporation with the
Securities and Exchange Commission, including the Quarterly Report
on Form 10-Q, the Annual Report on Form 10-K, and other required
filings. Harleysville National Corporation assumes no duty to
update the forward-looking statements made in this press release.
DATASOURCE: Harleysville National Corporation CONTACT: Paul D.
Geraghty, President and CEO, +1-215-513-2391 Web Site:
http://www.hncbank.com/
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