Two Leading Proxy Advisory Firms Recognize the Strength of Board’s Strategic Plan in Delivering Value to
Shareholders
FISI Urges Shareholders to Follow the Recommendations of Both Glass Lewis and ISS and Vote the
BLUE Proxy Card Today!
WARSAW, N.Y., May 25, 2016 (GLOBE NEWSWIRE) -- Financial Institutions, Inc. (Nasdaq:FISI), the parent company of Five Star Bank,
Scott Danahy Naylon and Courier Capital, today announced that Glass Lewis & Co., LLC (“Glass Lewis”), a leading independent proxy
advisory firm, has issued a report recommending that Financial Institutions shareholders vote on the BLUE proxy card FOR ALL four of the Company’s director nominees - Martin Birmingham, Samuel
Gullo, Kim VanGelder and James Wyckoff - at the 2016 Annual Meeting of Shareholders to be held on June 3, 2016.
Glass Lewis’ clients include institutional investors, mutual funds, pension funds and other fiduciaries. The Glass Lewis
recommendation follows the recommendation issued last week by Institutional Shareholder Services (“ISS”) which also recommended
that FISI shareholders vote the BLUE proxy
card FOR ALL four of the Company’s director
nominees.
In its May 24, 2016 report, Glass Lewis stated:
- “We find that the Company has generally outperformed peers and regional bank indices over the near-and longer-term, including
over the one-year, three-year and 10-year periods reviewed in our analysis.”
- “We find no cause for concern with the Company’s strategic direction, which has been clearly communicated to investors and
upon which management appears to be making progress, in our view.”
- “Given the Company’s generally favorable financial performance and clear strategy, we agree with the incumbent board that
pursuing a sale at this juncture, particularly under the duress of a proxy contest, may not be in the best interests of
shareholders.”
Commenting on Clover Partners’ nominees, Glass Lewis stated:
- “[…] we do not believe the Dissident [Clover Partners] has made a compelling case that the incumbent board is deficient in
[its financial experience] or that appointing the Dissident Nominees would likely lead to a more favorable outcome for all
shareholders, particularly those with a long-term perspective.”
- “We are concerned that the Dissident’s [Clover Partners] brief holding period and publicly stated interest in selling the
Company could deny long-term shareholders the upside potential associated with the Company’s stand-alone strategy.”
Glass Lewis ultimately concluded that:
- “In conclusion, we do not believe the Dissident [Clover Partners] has made a compelling case that electing its nominees to
the board is warranted or in the best interests of all shareholders at this time.”
Commenting on the Glass Lewis report and its recommendation, FISI issued the following statement:
“We are extremely pleased that a second leading independent proxy advisory firm, Glass Lewis, has recommended
that shareholders vote FOR ALL four of FISI’s
highly-qualified and very experienced director nominees on the BLUE proxy card. We are also pleased that in making its recommendation, Glass Lewis
recognized the strength of the Company’s strategic growth plan and superior performance. We are confident that our strategic plan
is working and will continue to drive growth and profitability for shareholders. We strongly urge all shareholders to follow the
recommendations of both Glass Lewis and ISS and vote TODAY on the BLUE proxy card FOR ALL four of FISI’s director nominees to ensure that FISI is best positioned to
continue executing on its successful strategic plan that has delivered total shareholder returns of 66%.”
Shareholders are reminded that, no matter how many or how few shares they own, their vote is extremely important
for the future of FISI. FISI is asking that shareholders follow the recommendations of both ISS and Glass Lewis and VOTE
TODAY each and every BLUE
proxy card they receive for the FISI Board’s four highly-qualified and very experienced nominees: Martin Birmingham, Samuel
Gullo, Kim VanGelder and James Wyckoff. Shareholders may also vote by phone or Internet by following the
instructions on the BLUE proxy card they have
received.
Shareholders are also urged NOT to sign or return any white proxy card or voting instruction form that they may
receive from Clover Partners. Even a WITHHOLD vote with respect to Clover Partners’ proposed director nominees on its white proxy
card or voting instruction form will cancel any BLUE proxy card or voting instruction form previously given to FISI. Shareholders are
also reminded that if they do sign a white proxy card that is sent to them by Clover Partners they have the right to change their
vote by voting the BLUE proxy card.
Only the latest dated proxy card or voting instruction form voted will be counted, so shareholders are urged to
vote TODAY each and every BLUE proxy card they have received! If you have any questions on how to vote your
shares, please call Morrow & Co., LLC at (203) 658-9400 or toll free at 800-662-5200 or by email at votefisi@morrowco.com.
For additional information about the Annual Meeting, shareholders are encouraged to visit www.votefisi.com.
About Financial Institutions, Inc.
Financial Institutions, Inc. provides diversified financial services through its subsidiaries, Five Star Bank,
Scott Danahy Naylon and Courier Capital. Five Star Bank provides a wide range of consumer and commercial banking services to
individuals, municipalities and businesses through a network of over 50 offices and more than 60 ATMs throughout Western and
Central New York State. Scott Danahy Naylon provides a broad range of insurance services to personal and business clients
across 44 states. Courier Capital provides customized investment management, investment consulting and retirement plan
services to individuals, businesses, institutions, foundations and retirement plans. Financial Institutions, Inc. and its
subsidiaries employ approximately 700 individuals. The Company’s stock is listed on the Nasdaq Global Select Market under the
symbol FISI and is a member of the NASDAQ OMX ABA Community Bank Index. Additional information is available at the Company’s
website:
www.fiiwarsaw.com.
Safe Harbor Statement
This press release may contain forward-looking statements as defined by Section 21E of the Securities Exchange Act of 1934, as
amended, and is subject to the safe harbors created by such laws. These forward-looking statements can generally be identified as
such by the context of the statements, including words such as “believe,” “expect,” “anticipate,” “plan,” “may,” “would,” “intend,”
“estimate,” “guidance” and other similar expressions, whether in the negative or affirmative. Similarly, statements that describe
the objectives, plans or goals of Financial Institutions, Inc. (“FISI”) are forward-looking. Such forward-looking statements
include, but are not limited to, statements regarding the anticipated proxy contest by Clover Partners, L.P. and the other
participants in its solicitation, FISI’s ability to continue to execute on and implement its strategic growth plan, FISI’s
opportunities for continued growth, FISI’s initiatives to improve its financial and operational performance and increase its growth
and profitability, FISI’s future stock price and dividend growth, FISI’s future returns to shareholders, FISI’s ability to continue
to strengthen its balance sheet and grow its core business, FISI’s ability to continue to strengthen its regulatory compliance
procedures, FISI’s ability to continue to profitably grow its commercial lending business, FISI’s ability to enhance its
competitive position through diversified income streams, FISI’s ability to leverage its client base to offer its clients additional
fee-based products, FISI’s future returns from its existing fee-based platforms and the effect of those platforms on overall
shareholder value, FISI’s ability to continue to maintain expense discipline, FISI’s plans to continue to return cash to its
shareholders through cash dividends and future increases that may be made thereto, FISI’s actions taken or contemplated to enhance
its long-term prospects and create and return value for its shareholders, FISI’s future operational and financial performance,
FISI’s future growth and profitability, the effect that the election of FISI’s nominees to the FISI Board will have on FISI’s
execution of its long-term plan and long-term shareholder value, and the future effect of FISI’s strategic growth plan on FISI’s
growth, profitability and total shareholder returns. Such forward-looking statements are not guarantees of future operational or
financial performance and are based on current expectations, estimates, forecasts and projections and management’s current beliefs
and assumptions, all of which involve a number of significant risks and uncertainties, any one or more of which could cause actual
results to differ materially from those described in FISI’s forward-looking statements. There are a number of important risks and
uncertainties that could cause FISI’s actual events or results to differ materially from those indicated or implied by such
forward-looking statements, including, but not limited to: FISI’s ability to implement its strategic plan, FISI’s ability to
redeploy investment assets into loan assets, whether FISI experiences greater credit losses than expected, whether FISI experiences
breaches of its, or third party, information systems, the attitudes and preferences of FISI’s customers, FISI’s ability to
successfully integrate and profitably operate SDN and Courier Capital, the competitive environment, fluctuations in the fair value
of securities in its investment portfolio, changes in the regulatory environment and FISI’s compliance with regulatory
requirements, changes in interest rates, general economic and credit market conditions nationally and regionally, and the actions
of activist investors, including the amount of related costs incurred by FISI and the disruption caused to FISI’s business
activities by these actions. Consequently, all forward-looking statements made herein are qualified by these cautionary statements
and the cautionary language in FISI’s Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q and other documents filed with
the SEC. Except as required by law, FISI undertakes no obligation to revise these statements, whether to reflect new
information or the occurrence of unanticipated events or otherwise, following the date of this press release.
Important Additional Information And Where To Find It
Financial Institutions, Inc. (“FISI”), its directors and certain of its executive officers are deemed to be participants in the
solicitation of proxies from FISI’s shareholders in connection with the matters to be considered at FISI’s 2016 Annual Meeting of
Shareholders. On April 19, 2016, FISI filed a definitive proxy statement and accompanying definitive BLUE proxy card with the Securities and Exchange Commission
(“SEC”) in connection with the solicitation of proxies from
FISI’s shareholders in connection with the matters to be considered at FISI’s 2016 Annual Meeting of Shareholders. Information
regarding the names of FISI's directors and executive officers and their respective interests in FISI by security holdings or
otherwise can be found in such definitive proxy statement, including the schedules and appendices thereto. INVESTORS AND
SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ ANY SUCH PROXY STATEMENT AND THE ACCOMPANYING BLUE PROXY CARD AND OTHER DOCUMENTS FILED BY FINANCIAL INSTITUTIONS WITH THE SEC
CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. Shareholders may obtain the
definitive proxy statement, any amendments or supplements to the proxy statement, the accompanying BLUE proxy card, and other documents filed by FISI with the SEC for no
charge at the SEC’s website at www.sec.gov. Copies will also be available at no charge at
the Investor Relations section of FISI’s corporate website at www.fiiwarsaw.com, by writing to FISI’s Corporate
Secretary at Financial Institutions, Inc., 220 Liberty Street, Warsaw, New York 14569, or by calling FISI’s Corporate Secretary at
(585) 786-1100.
Disclaimer
Financial Institutions, Inc. has neither sought nor obtained the consent from any third party to use any statements or information
contained in this press release that have been obtained or derived from statements made or published by such third parties. Any
such statements or information should not be viewed as indicating the support of such third parties for the views expressed
herein.
For additional information: Investors: Kevin B. Klotzbach Executive Vice President, Chief Financial Officer & Treasurer Phone: 585.786.1130 Email: KBKlotzbach@five-starbank.com Jordan Darrow Darrow Associates Phone: 631.367.1866 Email: jdarrow@darrowir.com News Media: Brandonne Rankin McDougall Communications Phone: 585.313.3683 Email: brankin@mcdougallpr.com
