Wayne Savings Sends Letter to Stockholders

Wayne Savings Bancshares, Inc. ("Wayne Savings" or the "Bank") (OTCQX:WAYN), the holding company parent of Wayne Savings Community Bank, sent a letter to its stockholders concerning the nomination of a candidate to the Board of Directors of the Bank by Stilwell Activist Investments, L.P. and its affiliates.

Included below is the full text of the letter to Wayne Savings stockholders:

 

April 9, 2018

Dear Fellow Wayne Shareholder:

Wayne Savings recently announced earnings for the first quarter of 2018 resulting in a third consecutive quarter of record earnings.  Our earnings momentum from 2017 has increased in the current year and we are on track to deliver on our strategic plan to make Wayne Savings a top performing bank.

Excluding items related to the proxy contest, we reached a key threshold of 10% Return on Equity in the first quarter of 2018.  Moreover, our stronger earnings have supported two cash dividend increases during the past year – a 22% increase in the quarterly dividend rate. We are committed to creating long-term value for all Wayne Savings shareholders.

The success and progress of Wayne Savings is built upon the groundwork established by our nominee, David Lehman, during his time as interim CEO.  Over his eight-month tenure, David used his 25 years of experience as the CEO for a local insurance company to actively transform the bank and position it for future success.  Despite all this, New York City-based hedge fund manager, Joseph Stilwell, seeks to replace David on the Wayne Savings Board with his own employee, who has no ties to our community or the bank and barely 4 years of experience working with community banks.  Stilwell’s actions ignore the significant progress of the bank and continue with a singular objective of trying to force the sale of the bank.  It is critical that you protect your investment and prevent the ill-timed sale that Stilwell wants.

DEFEND OUR BANK AND VOTE THE WHITE PROXY CARD.

Institutional Shareholder Services (known as “ISS”), the leading provider of independent proxy research and vote recommendations to the institutional investment community, recommends that stockholders vote in favor of both of our Board’s nominees, David Lehman and Glenn Miller.

Your vote is crucial to sending Stilwell a message that Wayne Savings is not for sale.

 

VOTE THE ENCLOSED WHITE CARD TODAY!

 

It is not too late to change your vote.  Voting the enclosed WHITE proxy card will replace any previously executed green card and cause your votes to be cast for the Board’s nominees.  If you have any questions or would like us to contact you, please do not hesitate to reach out to our investor relations department at (330) 287-2857.

 

Sincerely,

Peggy J. Schmitz                                                                                                              

Chair, Board of Directors

                                               

In connection with its 2018 Annual Meeting of Stockholders, Wayne Savings Bancshares, Inc. has published a definitive proxy statement, Annual Report, and other documents regarding the 2018 Annual Meeting of Stockholders and mailed its definitive proxy statement, Annual Report, and a proxy card to each shareholder of record entitled to vote at the 2018 Annual Meeting of Stockholders.

SHAREHOLDERS ARE ENCOURAGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE. THEY CONTAIN IMPORTANT INFORMATION.

Investors and security holders are able to obtain the documents free of charge at the OTC’s website, www.otcmarkets.com, from Wayne Savings at its website, www.waynesavings.com, or by writing to Wayne Savings Bancshares, Inc., 151 North Market Street, Wooster, Ohio 44691, Attention: Investor Relations.

Participants in Solicitation

The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies in connection with the 2018 Annual Meeting. Information concerning the Company’s participants is set forth in the proxy statement, dated February 26, 2018, for the 2018 Annual Meeting of Stockholders.

Forward-Looking Statements

This letter contains forward-looking statements (as that term is defined in the Private Securities Litigation Reform Act of 1995) that reflect management’s current assumptions and estimates of future economic circumstances, industry conditions, Company performance and financial results. A variety of factors could cause the Company’s actual results and experience to differ materially from the anticipated results, including, but not limited to the factors noted in this letter and in the Management’s Discussion and Analysis in our most recent Annual Report for the year ended December 31, 2017. The forward-looking statements in this letter speak only as to the date of this release. Wayne Savings Bancshares, Inc. expressly disclaims any obligation or undertaking to release publicly any updates or revisions to such statements to reflect any change in its expectations upon which such statements are based.

About WAYN

Established in 1899, Wayne Savings Community Bank, the wholly owned subsidiary of Wayne Savings Bancshares, Inc., has eleven full-service banking locations in the communities of Wooster, Ashland, Millersburg, Rittman, Lodi, North Canton, and Creston, Ohio.

 

Contacts