Voce Capital Management LLC: Form DFAN14A - Filed by newsfilecorp.com

DFAN14A 1 dfan14a.htm DFAN14A Voce Capital Management LLC: Form DFAN14A - Filed by newsfilecorp.com

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. __)
____________

Filed by the Registrant [ ]

Filed by a Party other than the Registrant [X]

Check the appropriate box:

[ ]	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)

Payment of Filing Fee (check the appropriate box):

[X]	No fee required.

[ ]	Fee computed on table below per Exchange Act Rule 14a-6(i)(4) and 0-11.

	1)	Title of each class of securities to which transaction applies:

	2)	Aggregate number of securities to which transaction applies:

	3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

	4)	Proposed maximum aggregate value of transaction:

	5)	Total fee paid:

[ ]	Fee paid previously with preliminary materials.

[ ]	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

	1)	Amount Previously Paid:

	2)	Form, Schedule or Registration Statement No.:

	3)	Filing Party:

	4)	Date Filed:

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
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.”

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

Media Contact:

Sloane & Company

Dan Zacchei/Joseph Germani

(212) 486-9500

Investor Contact:

Georgeson LLC

David S. Drake, President

(212) 440-9861