Codorus Valley Bancorp issues statement regarding recent

YORK, Pa., March 17, 2022 (GLOBE NEWSWIRE) — Codorus Valley Bancorp, Inc. (“Codorus Valley” or the “Company”) (NASDAQ: CVLY), parent company of PeoplesBank, A Codorus Valley Company (“PeopleBank”) , today disclosed its attempts to engage in good faith settlement discussions with Driver Management Company LLC (“Driver”), despite Driver’s campaign to promote numerous ill-informed accusations against the company’s board of directors. company (the “Board”) and management.

Since Driver began his campaign in May 2021, the board and management have continuously engaged in discussions to understand the basis of Driver’s criticisms, believing that shareholders should have the opportunity to speak directly with their representatives in the room. advice. When it became clear that Driver intended to conduct a proxy contest to replace directors, we also sought to find common ground to avoid the undue costs and disruption of a contested election. Unfortunately, Driver rebuffed all constructive attempts and instead demanded the immediate removal of our President and CEO, Craig Kauffman, who began his tenure as CEO several months ago, as well as the immediate sale of the company, a demand Driver repeated throughout his campaign.

The Board recognizes the importance of fully evaluating all options. These options include transaction opportunities, to ensure that the Company is on the best path to maximizing shareholder value. We regularly review our strategic options and are well advised on valuation and market conditions by third-party advisors, including our financial advisor, Keefe Bruyette & Woods, A Stifel company (“KBW”), a leading independent investment bank. As part of our ongoing review, we have repeatedly asked Driver to share information he has about transaction opportunities so that the Board can independently and objectively review them with his advisers, including KBW. The driver repeatedly refused to do so.

Driver’s attempts to pressure the board for an immediate sale and his complete rejection of the Company’s continued operating strategy are counterproductive, making it clear that Driver’s interests are not aligned with those of other shareholders.

Despite these attacks, we have continued to engage in good faith settlement discussions with Driver for the benefit of our organization, our shareholders and other key stakeholders. Indeed, we offered Driver a reasonable cooperation framework, in accordance with the conditions initially requested, including a representative on the Board of Directors and a commitment to take into account Driver’s comments on the pursuit of the alignment of the remuneration of leaders on performance. The driver summarily rejected our last offer without a counter-offer.

Driver’s actions and behavior during what turned out to be a one-sided negotiation confirm his brand of values-destroying activism. As a result, Driver appears intent on leading a proxy contest to replace our Chairman and CEO, which would be highly disruptive to our business, our shareholders and the communities we serve.

Our board and management remain focused on creating long-term value. We are confident in the Company’s trajectory under our new leadership as we strive to become the “bank of choice” for individuals and small and medium-sized businesses in our target market.

ABOUT CODORUS VALLEY BANCORP, INC.

Codorus Valley Bancorp, Inc. is the largest independent financial services holding company headquartered in York, Pennsylvania. Codorus Valley operates primarily through its financial services subsidiary, PeoplesBank, A Codorus Valley Company. PeoplesBank offers a full suite of personal, business, wealth management, and mortgage services in financial centers located in communities in south-central Pennsylvania and central Maryland. Additional information is available on the PeoplesBank website at www.peoplesbanknet.com. Common stock of Codorus Valley Bancorp, Inc. trades on the NASDAQ Global Market under the symbol CVLY.

IMPORTANT ADDITIONAL INFORMATION

The Company, its directors and certain of its senior officers are participating in the solicitation of proxies from the Company’s shareholders in connection with the Company’s 2022 annual meeting of shareholders (the “2022 Annual Meeting”). The Company intends to file a definitive proxy statement and a BLUE proxy card with the Securities and Exchange Commission (the “SEC”) in connection with such solicitation of proxies from the shareholders of the Company. SHAREHOLDERS OF THE COMPANY ARE STRONGLY ENCOURAGED TO READ THIS SOLICITATION ANNOUNCEMENT, ACCOMPANYING THE BLUE PROXY CARD AND ALL OTHER MATERIALS FILED WITH THE SEC WHEN AVAILABLE, CAREFULLY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The Company’s definitive proxy statement for the 2021 annual meeting of shareholders contains information regarding the direct and indirect interests, by stockholding or otherwise, of the directors and executive officers of the Company in the securities of the Company. Information regarding subsequent changes to their holdings of Company securities can be found in SEC filings on Forms 3, 4, and 5, which are available on the Company’s website at https ://ir.peoplesbanknet.com/ or on the SEC website. at www.sec.gov. Information may also be found in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 filed with the SEC. Updated information regarding the identity of potential participants and their direct or indirect interests, by security holding or otherwise, will be set forth in the definitive proxy statement and other documents to be filed with the SEC as part of of the 2022 Annual Meeting. Shareholders will be able to obtain the definitive proxy statement, any amendments or supplements to the proxy statement and other documents filed by the Company with the SEC free of charge at the SEC’s website. at www.sec.gov. Copies will also be available free of charge on the Company’s website at https://ir.peoplesbanknet.com/.

Shareholder contact

Tomorrow Sodali
Mike Verrechia/Bill Dooley
(800) 662-5200
[email protected]

Media Contact

Prosek Partners
Brian Schaffer
[email protected]

Joel Henry
[email protected]