(Amendment No. 1)
☐ 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.
The Stilwell Group (as defined
below) is one of the largest stockholders of Peoples Financial Corporation (the “Corporation” or “Peoples Financial”),
beneficially owning an aggregate of 464,645 shares of Common Stock, par value $1.00 per share (the “Common Stock”), of the
Corporation, representing approximately 9.93% of the Corporation’s outstanding shares of Common Stock. The Stilwell Group is furnishing
this Proxy Statement Supplement (the “Proxy Supplement”) and accompanying GREEN proxy card to the holders of the Common
Stock in connection with the solicitation of proxies to elect Rodney H. Blackwell (the “Nominee”) to the Board of Directors
of the Corporation (the “Board”) at the Corporation’s 2022 Annual Meeting of Shareholders scheduled to be held on April
27, 2022 at 6:30 p.m., Central Time, at The Swetman Building at The Peoples Bank, Suite 204, 727 Howard Avenue, Biloxi, Mississippi, 39530
(including any adjournments, postponements, continuations or reschedulings thereof, the “Annual Meeting”)
Stilwell filed its definitive
proxy statement for the Annual Meeting with the Securities and Exchange Commission on March 10, 2022. The Corporation subsequently filed
its preliminary proxy statement for the Annual Meeting with the SEC on March 10, 2022. This supplement discloses certain information about
the Annual Meeting included in the Corporation’s proxy statement that had not been publicly available at the time we filed our definitive
proxy statement. Except as specifically modified or supplemented by the information contained in this supplement, all information set
forth in our definitive proxy statement remains applicable.
This supplement is dated March
14, 2022, and is first being furnished to stockholders of the Company on or about March 14, 2022.
As the Corporation has nominated
six (6) candidates for election at the Annual Meeting, we are “rounding out” our slate of one (1) candidate by permitting
stockholders to also vote for the Corporation’s nominees other than Chevis C. Swetman. This gives stockholders the ability to vote
for the total number of directors up for election at the Annual Meeting. The names, backgrounds and qualifications of the Corporation’s
nominees, and other information about them, can be found in the Corporation’s proxy statement. There is no assurance that any of
the Corporation’s nominees will serve as directors if our Nominee is elected. Unless instructed otherwise, proxies will be voted:
(i) FOR the election of Stilwell’s Nominee, Rodney H. Blackwell, and (ii) FOR the ratification of Wipfli LLP as the Corporation’s
independent registered public accounting firm for the fiscal year ending December 31, 2022.
As set forth in the Corporation’s
proxy statement, the record date for determining stockholders entitled to notice of and to vote at the Annual Meeting is February 28,
2022 (the “Record Date”). Stockholders who own shares as of the close of business on the Record Date will be entitled to vote
at the Annual Meeting. According to the Corporation’s proxy statement, as of the Record Date, there were 4,678,186 shares of Common
Stock of the Corporation outstanding.
In light of the more recent number
of shares of Common Stock outstanding reported by the Corporation in its proxy statement, we are supplementing the Stilwell Group’s
stock ownership table set forth in Appendix A of its definitive proxy statement as follows:
IF YOU HAVE SUBMITTED A GREEN
PROXY CARD AND ARE A STOCKHOLDER AS OF THE RECORD DATE AND YOU DO NOT WISH TO CHANGE YOUR VOTE, THEN YOU DO NOT HAVE TO TAKE ANY FURTHER
ACTION AND YOU DO NOT NEED TO SUBMIT THE ENCLOSED GREEN PROXY CARD. YOU SHOULD DISREGARD AND DISCARD, AND NOT VOTE, ANY WHITE PROXY
CARD YOU RECEIVE FROM THE CORPORATION. ONLY YOUR LAST DATED PROXY CARD WILL COUNT.
For details regarding the qualifications
of our Nominee, please see our definitive proxy statement filed with the SEC on March 10, 2022. If you need another copy of our definitive
proxy statement or this supplement, please contact Okapi Partners LLC, which is assisting Stilwell with its effort to solicit proxies,
at the address and toll-free number set forth on the back cover of this supplement.
If you are a stockholder as
of the Record Date, all GREEN proxy cards that have been submitted in connection with our mailing to stockholders of a proxy statement
and proxy card on March 10, 2022 remain valid and will be voted at the Annual Meeting as marked.
THEREFORE, IF YOU HAVE SUBMITTED
A GREEN PROXY CARD SINCE MARCH 10, 2022, AND YOU DO NOT WISH TO CHANGE YOUR VOTE, THEN YOU DO NOT HAVE TO TAKE ANY FURTHER ACTION,
AND YOU DO NOT NEED TO SUBMIT THE ENCLOSED GREEN PROXY CARD, AND YOU SHOULD DISCARD AND NOT VOTE ANY WHITE PROXY CARDS.
THIS SOLICITATION IS BEING MADE
BY STILWELL AND NOT ON BEHALF OF THE BOARD OR MANAGEMENT OF THE CORPORATION.
STILWELL URGES YOU TO SIGN, DATE
AND RETURN THE GREEN PROXY CARD IN FAVOR OF THE ELECTION OF STILWELL’S NOMINEE. YOU SHOULD DISREGARD AND DISCARD, AND NOT
VOTE, ANY WHITE PROXY CARD YOU RECEIVE FROM THE CORPORATION.
THE LATEST DATED PROXY IS THE
ONLY ONE THAT COUNTS. IF YOU HAVE ALREADY SENT A WHITE PROXY CARD FURNISHED BY THE CORPORATION’S MANAGEMENT OR THE BOARD, YOU
MAY REVOKE THAT PROXY AND VOTE ON EACH OF THE PROPOSALS DESCRIBED IN OUR DEFINITIVE PROXY STATEMENT BY SIGNING, DATING AND RETURNING THE
ENCLOSED GREEN PROXY CARD. ANY PROXY MAY BE REVOKED AT ANY TIME PRIOR TO THE ANNUAL MEETING BY DELIVERING A WRITTEN NOTICE OF REVOCATION
OR A LATER DATED PROXY FOR THE ANNUAL MEETING OR BY VOTING IN PERSON AT THE ANNUAL MEETING.
Important Notice Regarding the Availability of Proxy
Materials for the Annual Meeting:
The proxy materials are available at
www.okapivote.com/PFBX
SCHEDULE II
The following tables are reprinted from the Company’s
proxy statement filed with the Securities and Exchange Commission on March 10, 2022.
Voting Securities and Principal Holders Thereof
On February 28, 2022, the Company had outstanding
4,678,186 shares of its Common Stock, $1.00 par value, owned by approximately 381 shareholders. The following is certain information about
the shareholders beneficially owning more than five percent of the outstanding shares of the Company.
| |
|
Amount of |
|
Nature of |
|
Percent |
|
| Name and Address of Beneficial Owner |
|
Beneficial Ownership |
|
Beneficial Ownership |
|
of Class |
|
| Jeffrey L. Gendell |
|
479,266 |
|
(6) |
|
10.24 |
% |
| 1 Sound Shore, Suite 304 |
|
|
|
|
|
|
|
| Greenwich, CT 06830 |
|
|
|
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|
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| |
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|
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|
|
|
| Thomas E. Quave |
|
391,200 |
|
(1) (2) (3) |
|
8.36 |
% |
| P. O. Box 529 |
|
|
|
|
|
|
|
| Biloxi, MS 39533 |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
| Joseph Stilwell |
|
464,645 |
|
(7) |
|
9.93 |
% |
| 111 Broadway, 12th Floor |
|
|
|
|
|
|
|
| New York, NY 10006 |
|
|
|
|
|
|
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| |
|
|
|
|
|
|
|
| A. Tanner Swetman |
|
865,615 |
|
(1) (2) (4) |
|
18.50 |
% |
| P. O. Box 529 |
|
|
|
|
|
|
|
| Biloxi, MS 39533 |
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
| Chevis C. Swetman |
|
454,061 |
|
(1) (2) (5) |
|
9.71 |
% |
| P. O. Box 529 |
|
|
|
|
|
|
|
| Biloxi, MS 39533 |
|
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|
|
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|
(1) Shares held by the Employee Stock Ownership Plan
(“ESOP”) are allocated to the participants’ account. The ESOP trustee votes all shares held by the ESOP, but each ESOP
participant may direct the trustee how to vote the shares of Common Stock allocated to his or her account. The ESOP trustee, subject to
the exercise of its fiduciary duties, will vote all unallocated shares of its Common Stock held by the ESOP and allocated shares for which
no voting instructions are received in the same proportion as shares for which they have received timely voting instructions. The trustee
of the ESOP, The Asset Management and Trust Services Division of The Peoples Bank, Biloxi, Mississippi, has dispositive powers.
(2) Participants with shares allocated to their ESOP
accounts have voting rights but no dispositive powers. Participants with shares allocated to their 401(k) accounts have voting rights
and dispositive powers.
(3) Includes (i) shares allocated to Mr. Quave’s
ESOP account; (ii) shares allocated to Mr. Quave’s 401(k) account; (iii) shares owned by Mr. Quave’s wife, of which Mr. Quave
has neither voting rights nor dispositive powers; and (iv) shares owned by Mr. Quave’s minor children, of which Mr. Quave has voting
rights and dispositive powers.
(4) Includes (i) shares allocated to Mr. Swetman’s
ESOP account; (ii) shares allocated to Mr. Swetman’s 401(k) account; (iii) shares owned by Mr. Swetman and his wife jointly, of
which Mr. Swetman shares voting rights and dispositive powers with his wife; (iv) shares owned by Mr. Swetman’s minor children,
of which Mr. Swetman has voting rights and dispositive powers; (v) shares owned by Mr. Swetman’s IRA account, of which Mr. Swetman
has voting rights and dispositive powers and (vi) shares owned by a private company, in which Mr. Swetman has a 94% ownership interest,
of which Mr. Swetman has both voting rights and dispositive powers.
(5) Includes (i) shares allocated to Mr. Swetman’s
ESOP account; (ii) shares allocated to Mr. Swetman’s 401(k) account; (iii) shares owned by Mr. Swetman and his wife jointly, of
which Mr. Swetman shares voting rights and dispositive powers with his wife; (iv) shares owned by Mr. Swetman's IRA account, of which
Mr. Swetman has voting rights and dispositive powers; and (v) shares owned by the IRA account of Mr. Swetman's wife, of which Mr. Swetman
has neither voting rights nor dispositive powers.
(6) According to Amendment No. 6 to Schedule 13G filed
with the SEC on February 11, 2022, by Jeffrey L. Gendell, as of December 31, 2021, Jeffrey L. Gendell, through limited liability companies
for which he serves as managing member, has shared voting power and shared dispositive power with respect to 479,266 shares of the Company’s
common stock. The forgoing information has been included solely in reliance upon the disclosures contained in the referenced amended Schedule
13G.
(7) According to Amendment No.104 to Schedule 13D
filed with the SEC on February 7, 2022, by (i) Stilwell Value Partners VII, L.P., a Delaware limited partnership (“Stilwell Value
Partners VII”), (ii) Stilwell Activist Fund, L.P., a Delaware limited partnership (“Stilwell Activist Fund”), (iii)
Stilwell Activist Investments, L.P., a Delaware limited partnership (“Stilwell Activist Investments”), (iv) Stilwell Value
LLC, a Delaware limited liability company (“Stilwell Value LLC”) and the general partner of Stilwell Value Partners VII, Stilwell
Activist Fund, and Stilwell Activist Investments, and (v) Joseph Stilwell, the managing member and owner of Stilwell Value LLC (collectively
referred to herein as the “Stilwell Group”), as of December 31, 2021, the Stilwell Group, has shared voting power and shared
dispositive power with respect to 464,645 shares of the Company’s common stock. The forgoing information has been included solely
in reliance upon the disclosures contained in the referenced amended Schedule 13D. On December 20, 2021, the Stilwell Group applied to
the Federal Reserve Board for permission to acquire common stock of the Company and increase its aggregate ownership position to up to
14.99% of the common stock of the Company. The Board of Directors of the Company has opposed the application due to apparent discrepancies
within the application and a 2015 Order Instituting Administrative Cease-and-Desist Proceedings from the Securities and Exchange Commission
(“SEC”) against members of the Stilwell Group, finding that they “willfully violated” the Investment Advisors
Act and the regulations thereunder by engaging in conduct that was “fraudulent, deceptive and manipulate,” thereby impugning
the integrity of the Stilwell Group required for approval of the application. As of the date of this Proxy Statement, the Company has
not been informed of the decision of the Federal Reserve Board with respect to the application. The public portions of the application
and related materials are available for immediate inspection upon request to the Federal Reserve Bank of Atlanta and from the Federal
Reserve Board’s Freedom of Information Office at https:///www.federalreserve.gov/foia/request/htm.
Ownership of Equity Securities by Directors and
Executive Officers
The table below sets forth the beneficial ownership
of the Company's Common Stock as of February 28, 2022, by persons who are currently serving as directors, persons nominated for election
at the Annual Meeting and all named executive officers. Also shown is the ownership by all directors and executive officers as a group.
The persons listed have sole voting and dispositive power as to all shares except as indicated. Percent of outstanding shares of Common
Stock owned is not shown where less than one percent.
Beneficial Ownership of Equity Securities by Directors
and Executive Officers
| |
|
Amount and Nature of Beneficial Ownership
of Common Stock |
|
Percent of
Outstanding Shares of Common Stock |
| Ronald G. Barnes |
|
1,215 |
|
|
|
|
| Padrick D. Dennis |
|
8,297 |
|
|
|
|
| A. Wes Fulmer |
|
13,744 |
|
(1)(2) |
|
|
| Jeffrey H. O'Keefe |
|
32,255 |
|
(3) |
|
|
| Paige Reed Riley |
|
203 |
|
|
|
|
| George J. Sliman, III |
|
3,000 |
|
|
|
|
| Chevis C. Swetman |
|
454,061 |
|
(1)(4) |
|
9.71% |
| Lauri A. Wood |
|
7,850 |
|
(1)(5) |
|
|
| |
|
|
|
|
|
|
| All directors, director nominees and executive officers of the Company as a group (11 persons) |
|
1,393,345 |
|
|
|
29.78% |
(1) Shares held by the Employee Stock Ownership Plan
(“ESOP”) are allocated to the participants’ account. The ESOP trustee votes all shares held by the ESOP, but each ESOP
participant may direct the trustee how to vote the shares of Common Stock allocated to his or her account. The ESOP trustee, subject to
the exercise of its fiduciary duties, will vote all unallocated shares of its Common Stock held by the ESOP and allocated shares for which
no voting instructions are received in the same proportion as shares for which they have received timely voting instructions. The trust
of the ESOP, The Asset Management and Trust Services Division of The Peoples Bank, Biloxi, Mississippi, has dispositive powers. Participants
with shares allocated to their 401(k) account have voting rights and dispositive powers.
(2) Includes shares allocated to Mr. Fulmer’s
ESOP account and shares allocated to Mr. Fulmer’s 401(k) account.
(3) Includes shares held by Mr. O’Keefe’s
minor child of which Mr. O’Keefe is the custodian and has sole voting rights and dispositive powers.
(4) See Note (5) at Section IV.
(5) Includes shares allocated to Miss Wood’s
ESOP account and shares owned by Miss Wood’s IRA account, of which Miss Wood has voting rights and dispositive powers.
IMPORTANT
Your vote is important, no
matter how many or how few shares of Common Stock you own. Stilwell urges you to sign, date, and return the enclosed GREEN proxy card
today to vote FOR Rodney H. Blackwell.
| · | If your shares of Common Stock are registered in your own name, please sign and date the GREEN proxy
card and return it to the Stilwell Group, c/o Okapi Partners LLC today. |
| · | If your shares of Common Stock are held in a brokerage account or bank, you are considered the beneficial
owner of such shares of Common Stock, and these proxy materials, together with a GREEN voting form, are being forwarded to you
by your broker or bank. As a beneficial owner, you must instruct your broker, trustee or other representative how to vote. Your broker
cannot vote your shares of Common Stock on your behalf without your instructions. |
| · | Depending upon your broker or custodian, you may be able to vote either by toll-free telephone or by the
Internet. Please refer to the voting form for instructions about how to vote electronically. You may also vote by signing, dating and
returning the voting form. |
Since only your latest dated proxy
card will count, we urge you not to return any proxy card that you receive from the Corporation. Even if you return the management proxy
card marked “withhold” as a protest against the incumbent directors, it will revoke any proxy card that you may have previously
sent to us. Remember, you can vote for our Nominee only on our GREEN proxy card. So please make certain that the latest dated proxy
card you return is the GREEN proxy card.
If you have any questions or need assistance in voting
your shares, please call the Stilwell Group:
The Stilwell Group
Attn: Ms. Megan Parisi
200 Calle del Santo Cristo
Segundo Piso
San Juan, PR 00901
Direct: 787- 985-2194
info@stilwellgroup.com
Please feel free to contact Okapi Partners LLC, proxy
solicitors for the Stilwell Group, as follows:
Okapi Partners LLC
Attn: Teresa Huang
1212 Avenue of the Americas, 24th Floor
New York, NY 10036
Main: 212-297-0720
Shareholders Call Toll-Free: (855) 305-0856
| ▼ DETACH PROXY CARD HERE ▼ |
PROXY
THIS PROXY IS SOLICITED BY THE STILWELL GROUP IN
OPPOSITION TO
THE BOARD OF DIRECTORS OF PEOPLES FINANCIAL CORPORATION
FOR THE 2022 ANNUAL MEETING OF STOCKHOLDERS
THIS SOLICITATION IS NOT BEING MADE BY THE BOARD
OF DIRECTORS OF PEOPLES FINANCIAL CORPORATION
The undersigned hereby appoints Teresa Huang, Megan
Parisi and Luis J. Lopez, and each of them, attorneys and agents with full power of substitution, as Proxy for the undersigned, to vote
all shares of common stock, par value $1.00 per share, of Peoples Financial Corporation (“Peoples Financial” or the “Corporation”),
which the undersigned is entitled to vote at the Corporation’s 2022 Annual Meeting of Stockholders scheduled to be held on April
27, 2022 at 6:30 p.m., Central Time, at The Swetman Building at The Peoples Bank, Suite 204, 727 Howard Avenue, Biloxi, Mississippi, 39530
(including any adjournments, postponements, continuations and reschedulings thereof and at any meeting called in lieu thereof) (the “Annual
Meeting”).
This proxy, when properly executed will be voted in
the manner directed herein by the undersigned stockholder. Unless otherwise specified, this proxy will be voted “FOR” the
election of the Stilwell Group’s Nominee as a director as noted on the reverse and “FOR” the ratification of the appointment
of Wipfli LLP as the Corporation’s independent registered public accounting firm. This proxy revokes all prior proxies given
by the undersigned.
Important Notice Regarding the Availability of
Proxy Materials for the Annual Meeting. The Stilwell Group’s Proxy Statement and form of GREEN proxy card are available at www.OkapiVote.com/PFBX.
For registered shares, your proxy must be received
by 11:59 p.m. Eastern Time the day before the Annual Meeting date.
IMPORTANT: PLEASE SIGN AND DATE ON THE REVERSE SIDE.
| ▼ DETACH PROXY CARD HERE ▼ |
The Stilwell Group recommends that you vote “FOR”
the election of the Stilwell Group’s Nominee, Rodney H. Blackwell, as a director and “FOR” the ratification of the appointment
of Wipfli LLP as the Corporation’s independent registered public accounting firm for 2022.
| 1. |
ELECTION OF DIRECTORS
– To elect Mr. Rodney H. Blackwell |
The Stilwell Group intends to use this proxy to vote
for the persons who have been nominated by the Corporation for election as a director, other than Chevis C. Swetman. There is no assurance
that the other candidates nominated by the Corporation will serve as directors if the Stilwell Group’s Nominee is elected. You should
refer to the Corporation’s proxy statement and form of proxy distributed by the Corporation for the names, background, qualifications
and other information concerning the Corporation’s nominees. The Stilwell Group is NOT seeking authority to vote for and will NOT
exercise any authority for Chevis C. Swetman.
Note: If you do not wish for your shares to be voted “FOR”
a person(s) who has been nominated by the Corporation for election as a director, other than Chevis C. Swetman, write the name(s) of the
Corporation’s nominee(s) in the following space:
| 2. |
RATIFICATION OF THE APPOINTMENT OF WIPFLI LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR PEOPLES FINANCIAL CORPORATION |
| |
¨ FOR |
¨ AGAINST |
¨ ABSTAIN |
In his or her discretion, each Proxy is authorized
to vote upon such other business that may properly come before the Annual Meeting and any and all adjournments or postponements thereof,
as provided in the Proxy Statement provided herewith.
Please sign exactly as your name(s) appear on the
proxy card(s) previously sent to you. When shares are held by joint tenants, both should sign. When signing as an attorney, executor,
administrator, trustee, or guardian, please give full title as such. If a corporation, please sign in full corporation name by the President
or other duly authorized officer. If a partnership, please sign in partnership name by authorized person. This proxy card votes all shares
held in all capacities.
PLEASE SIGN, DATE, AND MAIL THIS PROXY CARD TODAY.
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Signature (if held jointly) |
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