EX-99.8 2 dmc_ex998.htm STATEMENT TO SHAREHOLDERS dmc_ex998.htm

EXHIBIT 99.8

 

ATTENTION DNBF SHAREHOLDERS

 

YOU HAVE SPOKEN—WILL DNBF LISTEN?

 

MAKE SURE THAT DNBF KNOWS THAT YOU DEMAND ACCOUNTABILITY

 

ITS TIME FOR DNBF TO PUT SHAREHOLDERS FIRST

 

Set forth below is a comparison of the results of the election of directors at DNB Financial Corporation’s (“DNBF”) 2018 and 2019 annual meetings:

 

2018 DNBF Annual Meeting1

Nominee

 

For

 

 

Withhold

 

 

For/Withhold
Ratio

 

Peter R. Barsz

 

 

 2,725,369

 

 

 

 50,888

 

 

 

 53.56

 

James R. Biery

 

 

 2,731,875

 

 

 

 36,670

 

 

 

 74.50

 

Thomas A. Fillippo

 

 

 2,666,410

 

 

 

 111,028

 

 

 

 24.02

 

Daniel O’Donnell

 

 

 2,740,386

 

 

 

 37,057

 

 

 

 73.95

 

2019 DNBF Annual Meeting2

Nominee

 

For

 

 

Withhold

 

 

For/Withhold
Ratio

 

Mildred C. Joyner

 

 

 1,823,721

 

 

 

 998,497

 

 

 

 1.83

 

Mary D. Latoff

 

 

 1,807,029

 

 

 

 1,015,189

 

 

 

 1.78

 

John F. McGill

 

 

 1,909,224

 

 

 

 912,993

 

 

 

 2.09

 

 

CT Opportunity Partners I LP and Driver Management Company LLC (the “Reporting Persons”) are the beneficial owners of approximately 6.5% of the outstanding shares of common stock of DNBF. The Reporting Persons believe that the above comparison of election results demonstrates a deep and widespread dissatisfaction with DNBF’s policy and practice of putting the interests of management and directors ahead of those of shareholders.

 

The Reporting Persons hope that DNBF will finally start to listen to shareholders and to put their interests first. Specifically, the Reporting Persons hope that DNBF will:

 

______________

1 Source: http://www.sec.gov/Archives/edgar/data/713671/000071367118000052/dnbf-20180426x8k.htm

2 Source: http://www.sec.gov/Archives/edgar/data/713671/000071367119000040/dnbf-20190424x8k.htm

 

 
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· take decisive actions to maximize value for all shareholders by immediately engaging an experienced investment bank to run a sale process;

 

 
· eliminate problematic executive compensation practices;

 

 
· embrace best practices in corporate governance; and

 

 
· come clean regarding the purported “change of control” payment made to a former employee.

 

Given that over one third of DNBF shareholders who cast votes at the 2019 annual meeting decided that a vote for no one was better than a vote for one of DNBF’s nominees for director, the Reporting Persons believe that it is clearly time for a change at DNBF.

 

LET’S MAKE SURE THAT DNBF KNOWS ITS TIME TO PUT SHAREHOLDERS FIRST

 

*             *             *

 

April 25, 2019

 

Contact:

 

Abbott Cooper

917-744-7758

 

 
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