UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________
SCHEDULE 14A
Proxy Statement
Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. __)
____________
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| [ ] | Preliminary Proxy Statement |
| [ ] | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| [ ] | Definitive Proxy Statement |
| [ ] | Definitive Additional Materials |
| [X] | Soliciting Material Under Rule 14a-12 |
FBR & Co.
(Name of
Registrant as Specified In Its Charter)
Voce Catalyst Partners LP
Voce Capital Management LLC
Voce Capital LLC
J. Daniel Plants
Michael J. McConnell
Jarl Berntzen
(Name of Person(s) Filing Proxy Statement, if
other than the Registrant)
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On June 14, 2016, Voce Capital Management LLC issued a press release attached hereto as Exhibit 1, which is incorporated by reference herein, regarding FBR & Co. (the “Company”).
VOCE CATALYST PARTNERS LP, VOCE CAPITAL MANAGEMENT LLC, VOCE CAPITAL LLC, JARL BERNTZEN, MICHAEL J. MCCONNELL AND J. DANIEL PLANTS (TOGETHER, THE “PARTICIPANTS”) HAVE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) ON SCHEDULE 14A ON MAY 9, 2016 A DEFINITIVE PROXY STATEMENT AND ACCOMPANYING FORM OF PROXY CARD TO BE USED IN CONNECTION WITH THE PARTICIPANTS’ SOLICITATION OF PROXIES FROM THE SHAREHOLDERS OF FBR & CO. (THE “COMPANY”) FOR USE AT THE COMPANY’S 2016 ANNUAL MEETING OF SHAREHOLDERS (THE “PROXY SOLICITATION”).
ALL SHAREHOLDERS OF THE COMPANY ARE ADVISED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER DOCUMENTS RELATED TO THE PROXY SOLICITATION WHEN SUCH DOCUMENTS BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING ADDITIONAL INFORMATION RELATED TO THE PARTICIPANTS. THE DEFINITIVE PROXY STATEMENT AND THE ACCOMPANYING PROXY CARD ARE AVAILABLE, ALONG WITH OTHER RELEVANT DOCUMENTS (WHEN THEY BECOME AVAILABLE), AT NO CHARGE ON THE SEC’S WEBSITE AT http://www.sec.gov/.
INFORMATION ABOUT THE PARTICIPANTS AND A DESCRIPTION OF THEIR DIRECT AND INDIRECT INTERESTS BY SECURITY HOLDINGS IS CONTAINED IN ANNEXES I AND II TO THE DEFINITIVE PROXY STATEMENT FILED BY THE PARTICIPANTS WITH THE SEC ON MAY 9, 2016. THIS DOCUMENT CAN BE OBTAINED AT NO CHARGE ON THE SEC’S WEBSITE AT http://www.sec.gov/.
Exhibit 1
VOCE CAPITAL COMMENTS ON INITIAL FBR VOTING RESULTS
Voce Believes 80% of FBR’s Top 25 Shareholders Supported its Campaign for Change by Voting for at Least One of its Nominees
Management Appears to Have Prevailed with the Support of only Three Unaffiliated Shareholders
Comments on Conduct of FBR’s Board and Management During Proxy Contest
San Francisco, CA (June 14, 2016) – Voce Capital Management LLC (“Voce”), which along with its nominees owns 5.2% of FBR & Co. (Nasdaq: FBRC) (“FBR” or the “Company”) and is the Company’s third-largest shareholder, today issued the following statement based on its analysis of the preliminary voting results of FBR’s 2016 Annual Meeting:
“We’re disappointed that the preliminary results from today’s vote appear to indicate our nominees weren’t elected to FBR’s Board of Directors (the “Board”), despite the overwhelming support we received from the vast majority of unaffiliated FBR shareholders and independent proxy advisory services.
We put forward a very detailed operational plan to try to reverse FBR’s downward spiral, publishing our analysis and communicating openly and clearly for several months about our intentions, including meeting (along with our nominees) with the majority of the Company’s top owners. Based on the preliminary results, we believe that at least 80% of FBR’s top 25 institutional shareholders supported our call for change by voting for at least one of our nominees. These include some of the world’s largest and most sophisticated asset management firms and public pensions, many of which are household names. We also received the endorsement of all three independent proxy advisory services, with ISS and Egan-Jones both recommending in favor of our entire slate of nominees.
At the same time, we believe management won the support of only three unaffiliated shareholders. We believe the Board and management prevailed only through a strategy that illustrates succinctly the central premise of our argument from the beginning: FBR is not being run for the benefit of its public shareholders. We believe the Company’s attempt to co-opt its largest shareholder by recently appointing one of its former employees to the Board – part of an effort to make the outcome appear ‘inevitable’ – is right on key with the cronyism at FBR we have long decried. A very small group, coupled with the sizable insider stake (substantially all of which has accrued through grants and stock buybacks rather than open-market purchases), appears to have been sufficient for management to secure the status quo. If this cohort has a better plan than ours to save FBR – or actually any plan, as they have offered nothing to date – now’s their chance to finally articulate something useful.
| The Pyramid | 600 Montgomery Street |
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| San Francisco, CA 94111 | |
| (415) 489-2600 tel | |
| (415) 489-2610 fax | |
| www.vocecapital.com |
FBR’s stakeholders – its shareholders, employees and clients – all deserve far better than its current leadership has delivered to them. Regardless of the outcome of today’s vote, we trust that our highly substantive campaign and the overwhelming level of institutional support we received have highlighted critical issues and may ultimately bring about constructive change at FBR.”
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About Voce Capital Management LLC
Voce Capital Management LLC is a fundamental value-oriented, research-driven investment adviser founded in 2011 by J. Daniel Plants. The San Francisco-based firm is 100% employee-owned.
Additional Information and Where to Find It
VOCE CATALYST PARTNERS LP, VOCE CAPITAL MANAGEMENT LLC, VOCE CAPITAL LLC, JARL BERNTZEN, MICHAEL J. MCCONNELL AND J. DANIEL PLANTS (TOGETHER, THE “PARTICIPANTS”) HAVE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) ON SCHEDULE 14A ON MAY 9, 2016 A DEFINITIVE PROXY STATEMENT AND ACCOMPANYING FORM OF PROXY CARD TO BE USED IN CONNECTION WITH THE PARTICIPANTS’ SOLICITATION OF PROXIES FROM THE SHAREHOLDERS OF FBR & CO. (THE “COMPANY”) FOR USE AT THE COMPANY’S 2016 ANNUAL MEETING OF SHAREHOLDERS (THE “PROXY SOLICITATION”).
ALL SHAREHOLDERS OF THE COMPANY ARE ADVISED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER DOCUMENTS RELATED TO THE PROXY SOLICITATION WHEN SUCH DOCUMENTS BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING ADDITIONAL INFORMATION RELATED TO THE PARTICIPANTS. THE DEFINITIVE PROXY STATEMENT AND THE ACCOMPANYING PROXY CARD ARE AVAILABLE, ALONG WITH OTHER RELEVANT DOCUMENTS (WHEN THEY BECOME AVAILABLE), AT NO CHARGE ON THE SEC’S WEBSITE AT http://www.sec.gov/.
INFORMATION ABOUT THE PARTICIPANTS AND A DESCRIPTION OF THEIR DIRECT AND INDIRECT INTERESTS BY SECURITY HOLDINGS IS CONTAINED IN ANNEXES I AND II TO THE DEFINITIVE PROXY STATEMENT FILED BY THE PARTICIPANTS WITH THE SEC ON MAY 9, 2016. THIS DOCUMENT CAN BE OBTAINED AT NO CHARGE ON THE SEC’S WEBSITE AT http://www.sec.gov/.
| Media Contact: |
| Sloane & Company |
| Dan Zacchei/Joseph Germani |
| (212) 486-9500 |
| Investor Contact: |
| Georgeson LLC |
| David S. Drake, President |
| (212) 440-9861 |
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