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CARVER BANCORP INC — Proxy Solicitation & Information Statement 2024
Dec 12, 2024
35151_psi_2024-12-12_1c38531b-42b9-4730-b93f-2380da375b1b.zip
Proxy Solicitation & Information Statement
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DFAN14A 1 tm2430933d1_dfan14a.htm DFAN14A
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant ¨
Filed by a Party other than the Registrant x
Check the appropriate box:
¨ Preliminary Proxy Statement
¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
¨ Definitive Proxy Statement
x Definitive Additional Materials
¨ Soliciting Material Pursuant to §240.14a-12
Carver Bancorp, Inc.
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(Name of Registrant as Specified in Its Charter)
Dream Chasers Capital Group LLC Gregory Lewis Shawn Herrera Kevin Winters Jeffrey Bailey Jeffrey Anderson
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
x No fee required.
¨ Fee paid previously with preliminary materials.
¨ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.
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In response to Carver Bancorp, Inc.’s (the ("Company”) delay of the period for which shareholders could vote at the Annual Meeting, which was held today, December 12, 2024 at 11am local time (the “Annual Meeting”), the following statement was sent by Dream Chasers to The American Banker and Banking Dive publications:
Statement from Greg Lewis, CEO of Dream Chasers Capital Group:
“If Carver doesn’t have the votes for their directors, then the shareholders have spoken. Keeping the voting open is an outrage and we will pursue every avenue available to ensure a fair and transparent election.”
In further response to the delay of the Annual Meeting, the following email communications were sent by counsel for Dream Chasers to the Company’s outside counsel:
From: Drew Chapman chapman@hcllplaw.com Sent: Thursday, December 12, 2024 11:36 AM To: Marc P. Levy mlevy@luselaw.com Cc: Gregory Sobczak GSobczak@luselaw.com; Larry Spaccasi lspaccasi@luselaw.com Subject: Carver Annual Meeting
This message is from an EXTERNAL SENDER
Marc - We are highly concerned about the Company’s conduct of the Annual Meeting presently underway. The Company confirmed that a quorum is in attendance, and the meeting should and must proceed.
Delaying the vote as the Company has done potentially interferes with the integrity of the election process, disenfranchises shareholders and may have a deleterious effect on the corporate franchise. It is paramount that the Company continue with the election and cease any further delays.
Our client reserves all of its rights and remedies under law and in equity.
Sincerely,
On Dec 12, 2024, at 11:48 AM, Marc P. Levy mlevy@luselaw.com wrote:
Thank you for your email. The delay is to ensure all shareholders of record have the opportunity to cast a vote.
Thank you.
Marc Levy
LUSE GORMAN, PC 5335 Wisconsin Avenue, N.W., Suite 780 Washington, DC 20015
Tel: 202.274.2009 | Fax: 202.362.2902 | Cell: 202.285.2698
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From: Drew Chapman chapman@hcllplaw.com
Subject: Re: Carver Annual Meeting
Date: December 12, 2024 at 12:20:23 PM EST
To: "Marc P. Levy" mlevy@luselaw.com
Cc: Gregory Sobczak GSobczak@luselaw.com, Larry Spaccasi lspaccasi@luselaw.com
Shareholders had ample opportunity to vote, as evidenced by the millions of shares that were voted on time. Absent a legitimate explanation, any such undue delay may have the effect of the Company disenfranchising its shareholders.
This conduct is highly abnormal and the delay far exceeds any typical voting time period in an annual meeting. Our client will pursue all of its rights and remedies in order to protect and defend the integrity of the corporate franchise and the shareholder vote.
Sincerely,
Begin forwarded message:
From: "Marc P. Levy" mlevy@luselaw.com
Subject: RE: Carver Annual Meeting
Date: December 12, 2024 at 12:25:40 PM EST
To: Drew Chapman chapman@hcllplaw.com
Cc: Gregory Sobczak GSobczak@luselaw.com, Larry Spaccasi lspaccasi@luselaw.com
Quite the opposite: some delay to allow shareholders of record the ability to vote is a good practice and is not the least bit unusual. The delay was a short one and, as you know, the polls were closed at noon.
Thank you.
Marc
Marc Levy
LUSE GORMAN, PC 5335 Wisconsin Avenue, N.W., Suite 780 Washington, DC 20015
Tel: 202.274.2009 | Fax: 202.362.2902 | Cell: 202.285.2698
Drew G.L. Chapman
Cell: (917) 589-7371
This message is sent by an attorney and may contain information that is privileged or confidential. If you have received this message in error, please do not read it, notify the sender, and delete the message and any attachments.
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