Outside investor, citing lack of capital allocation plan, moves to withold approval of two directors
By: Lauren Otis
Roma Financial Corp. (Nasdaq: Roma), the Robbinsville-based parent of Roma Bank, has only been a publicly traded company for nine months but already it has received a taste of some of the less than pleasant aspects of being a public company.
In anticipation of the its first annual meeting as a public company scheduled for April 25 an outside investor, Joseph Stilwell, has purchased 6 percent of Roma’s outstanding shares and is preparing to mount a proxy battle "because we believe the Company has failed to outline and implement a capital allocation plan since its initial public offering," according to a filing by Mr. Stilwell with the U.S. Securities and Exchange Commission.
In a preliminary SEC filing on March 27, "The Stilwell Group" said it had accumulated 1,966,000 shares of Roma and announced its intent to solicit proxies urging shareholders to withhold their vote for Roma’s slate of two directors up for re-election.
"We believe that in failing to outline and implement a stockholder-friendly capital allocation plan, the Company has not met its responsibilities as a publicly held corporation," stated the Stilwell March 27 filing.
Reached at his New York City offices, Mr. Stilwell said he could not discuss his proxy challenge until his filings have received approval from the SEC. Calls to Roma Financial spokeswoman Nancy Faherty had not been returned Friday.
In a second SEC filing, on March 29, Mr. Stilwell stated that he and entities he controls had invested in at least 11 other public companies, often communicating with management in order to maximize shareholder value through a sale of the company. The Stilwell Group "do not believe the value of the Issuer’s (Roma’s) assets is adequately reflected in the current market price of the Issuer’s Common Stock," the filing states.
On March 30, in response to the looming proxy challenge, Roma filed a statement with the SEC which asserts that Roma Financial’s mutual holding company, Roma Financial Corp., MHC, would waive its right to receive dividends from Roma Financial, but minority stockholders would receive a dividend, which the company would declare once it received Office of Thrift Supervision approval. The mutual holding company owns approximately 69 percent of Roma’s publicly traded shares.
In the March 30 announcement, Roma said it was already moving ahead with a capital allocation plan. "However, in light of the action by this stockholder (Stilwell), which could cause the Company to incur unnecessary expenses, the Company believes it is important to announce it has already begun a dividend plan and anticipates the commencement of dividends in the near future," the Roma filing stated.
Roma Financial Corp.’s president and chief executive officer, state Senator Peter Inverso, recently announced that he would not run for re-election to the New Jersey Senate.

