Activist investor questions Codorus bylaw changes

An activist investor is pressing the board of Codorus Valley Bancorp to explain several bylaw changes that were not highlighted in a recent announcement about the York, Pa., company’s corporate governance changes. 

The $2.3 billion-asset Codorus issued a press release on Dec. 20 touting several changes to its board and the decision to adopt majority voting in uncontested director elections. While the company said other changes were made, it did not disclose the specifics in its release. 

Abbott Cooper, managing member at Driver Management in New York, wrote in a letter to incoming chairman Cynthia Dotzel that the other changes could be part of an effort to stymie him from nominating directors to stand for election at Codorus 2022 annual meeting. 

Cooper noted that the board moved the deadline for nominations up from Feb. 17 to Jan. 2, while requiring shareholders to request a questionnaire at least 10 days prior to that deadline.

Moving goalposts is a phrase that springs to mind,” Driver wrote in the Dec. 20 letter. 

Cooper noted in the letter that Driver applied in October with the Pennsylvania Department of Banking and Securities to acquire more shares of Codorus stock, an indication that the shareholder plans to nominate candidates to stand for election at next year’s annual meeting. 

Driver, which owns 6.7% of Codorus’ common stock, has been encouraging the company to find a buyer. Driver offered this summer to enter into a confidentiality agreement and standstill agreement with Codorus if the investor was allowed to nominate board candidates.