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Metro brings activist investor onto board

Activist investor Richard J. Lashley officially joined the board of directors at Metro Bancorp Inc. after the company’s shareholders approved his nomination Friday.

In fact, of the 12 nominees to the company’s board, Lashley received the most approval votes — about 12.2 million — at Friday’s annual shareholder meeting, according to a Securities and Exchange Commission filing.

Thomas F. Smida, a shareholder at Susquehanna Township-based law firm Mette, Evans & Woodside PC, received the fewest approval votes at about 8.7 million, and about 3.8 million against. He was the only nominee with more than 1 million votes against. He was named a board member in July 2014.

The confirmation of Lashley ends the possibility of a proxy battle he had been threatening for months. Lashley is a principal and co-founder of PL Capital LLC, one of Metro’s largest shareholders, and one of three large ownership groups that had expressed worry over the direction of Metro and asked that the company be sold.

RELATED: Metro Bank heads off proxy battle, nominates activist investor to board

PL Capital, an activist investment group based in the Chicago area, was the loudest of those ownership groups. Lashley informed Metro’s board that he would nominate himself and another hand-picked potential director for the board.

After months of negotiation, Metro announced in May it would support Lashley’s nomination for a newly created board seat. In return, PL Capital agreed to vote its shares in favor of the other Metro-supported directors.

Metro also agreed it would drop a shareholder rights agreement — also known as a “poison pill” — it enacted in the winter that would hurt any group that bought more than 15 percent ownership in the company.

RELATED: Metro Bank hears merger plea from another investor

From the end of 2013 to the end of 2014, PL Capital had upped its Metro ownership stake from 5.24 percent to 8.8, according to Securities and Exchange Commission filings.

Swatara Township-based Metro Bancorp, the holding company for Metro Bank, has about $3 billion in assets and trades its shares on the NASDAQ exchange at the ticker symbol METR.

Michael Sadowski

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