GS Financial and its wholly owned subsidiary, Guaranty Savings Bank, have entered into a shareholder agreement with Philip J Timyan, Riggs Qualified Partners, FJ Capital Long/Short Equity Fund and Martin Friedman.
Under the terms of the agreement, Philip J Timyan, Riggs Qualified Partners, FJ Capital Long/Short Equity Fund and Martin S Friedman (collectively the shareholders) have, among other things, withdrawn their nominations of three directors to the board of directors of GS Financial (the company) and agreed to amend their Schedule 13D previously filed with the Securities and Exchange Commission.
In accordance with the terms of the agreement, the company and the bank, among other things, have appointed Mr. Friedman to serve as a director of the company, and the company has agreed to elect him as a director of the bank, in each case for a two-year term expiring in 2011.
Mr. Friedman also has been appointed to the company’s audit committee and compensation committee. The agreement also provides, among other things, that the shareholders will not propose or seek to effect a merger or sale of the company, propose or support any nominee for election as a director to the company’s board other than those recommended by the board, initiate litigation against the company, solicit proxies in opposition to any recommendations or proposals of the company’s board of directors or seek to exercise any control or influence over the company’s management, other than Mr. Friedman in his capacity as a director.
