Reduces Board Size to 12 Members
Determines to Add New Independent Unaffiliated Director
FLINT, Mich., Jan. 29 /PRNewswire-FirstCall/ — Citizens Republic Bancorp, Inc. (NASDAQ:CRBC) today announced that, as part of its ongoing commitment to good corporate governance, its Board of Directors has determined to reduce the size of the Citizens Board to 12. The Board also amended Citizens’ bylaws to move from plurality voting to majority voting and to eliminate the distinction between legacy Citizens and legacy Republic directors. This distinction was implemented in connection with the 2006 merger between Citizens and Republic Bancorp Inc., and required the Board to maintain a specified ratio of former Citizens and former Republic directors. The Board voted to remove that restriction and amend the bylaws in order to facilitate and enhance a strong unified board and reflect the full integration of the two companies.
To effect the change in board size, Jerry D. Campbell, who served as chairman of the Board from the merger of Citizens and Republic through the end of 2007, has decided to retire from the Board effective at Citizens’ 2008 annual meeting of shareholders, which will be held on April 24. Edward P. Abbott and Howard J. Hulsman, who have served as directors of Citizens since 1982 and 2007, respectively, have accelerated their retirements, which were scheduled to occur at the 2009 annual meeting, and will also retire at the 2008 meeting. In addition, as previously disclosed and planned in accordance with the Citizens / Republic merger bylaw, William C. Shedd and Dr. Jeoffrey K. Stross will also be retiring at the 2008 meeting. The Board will add a new unaffiliated independent director to the Board to bring the total number of directors to 12, and is initiating a search for appropriate candidates.
James L. Wolohan, lead director of the Citizens Republic Bancorp Board of Directors, said, “We believe that the steps we are announcing today, together with our previously announced commitment to eliminate our staggered board and certain other charter provisions, will help enhance our accountability to shareholders, and underscore our ongoing commitment to best corporate governance practices. We will continue to examine our practices and make appropriate changes to maintain the trust and confidence of not only our investors, but our customers and other stakeholders as well.”
Mr. Wolohan continued, “We are very grateful to Jerry, Ed, Howard, Bill and Jeff for their service to our shareholders throughout the years, and truly appreciate their commitment and counsel, especially during the integration of Citizens and Republic.”
Additional information and detail regarding these and other governance matters can be found in Citizens’ public filings with the SEC and will be included in the company’s proxy statement in connection with its 2008 annual meeting of shareholders, which Citizens shareholders should read when it becomes available.
Citizens Republic Bancorp is a diversified financial services company providing a wide range of commercial, consumer, mortgage banking, trust and financial planning services to a broad client base. Citizens Republic Bancorp serves communities in Michigan, Ohio, Wisconsin, and Indiana as Citizens Bank and in Iowa as F&M Bank, with 238 offices and 265 ATMs. Citizens Republic Bancorp is the largest bank holding company headquartered in Michigan with roots dating back to 1871. Citizens Republic Bancorp is the 41st largest bank holding company headquartered in the United States. More information about Citizens Republic Bancorp is available at www.citizensbanking.com.
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Source: Citizens Republic Bancorp, Inc.