Massbank delays annual meeting in connection with Seidman lawsuit

By Lisa Kerner

Charlotte, N.C., March 5 - Massbank Corp. agreed to postpone its annual meeting of stockholders until July 14 in connection with a lawsuit filed by Seidman and Associates, LLC.

A new date and time for the annual meeting will be announced.

The postponement follows discussions before the Delaware Court of Chancery.

Seidman's lawsuit is against Massbank and its directors challenging the validity of a bylaws change.

Postponing the annual meeting gives the court adequate time to conduct a full hearing on the merits of the investor's challenge to the bylaw change, according to a form 8-K filing with the Securities and Exchange Commission.

On Feb. 29, Massbank rejected Seidman's nominees for election to the company's board, saying they did not meet the minimum threshold qualifications for nomination, election or service under article II, section 2A of Massbank's bylaws.

It was previously reported that Seidman's nominees included Lawrence B. Seidman, Thomas Goggins and Welles Hatch.

Massbank, in rejecting the nominees, cited its bylaw that disqualifies a person or persons who fail to file certain beneficial stock ownership reports, fail to receive any necessary regulatory approvals relating to stock ownership or who have been found guilty of conduct involving personal dishonesty, a breach of fiduciary duty or violation of banking or securities laws.

In the past, Seidman, a 7.49% shareholder, recommended that the Reading, Mass., bank holding company accelerate share repurchases and consider a possible Dutch auction.

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