Not independent
Tenure on this board
2.9 yrs
3 nominees · 3 ballot items · contested.
Three proposals: (1) election of three directors (Steven D. Kunzman, Daniel D. Naranjo, and Francis E. Younes), (2) ratification of Plante & Moran, PLLC as the independent registered public accounting firm for the year ending March 31, 2027, and (3) a shareholder proposal from Stilwell Activist Investments, L.P. requesting the board repurchase at least 10% of outstanding shares annually when the stock trades below book value per share.
Elect three directors (Steven D. Kunzman, Daniel D. Naranjo, and Francis E. Younes) to serve until the 2029 annual meeting of stockholders.
Ratify the appointment of Plante & Moran, PLLC as Central Plains Bancshares, Inc.'s independent registered public accounting firm for the year ending March 31, 2027.
Advisory proposal requesting the Board take all necessary and permissible actions to repurchase at least 10% of the Company’s outstanding common stock each year in which the stock trades below book value per share, and to have appropriate trading plans to account for blackout periods.
The shareholder proponent, Stilwell Activist Investments, L.P., seeks an advisory policy requiring the Board to repurchase no less than 10% of the company's outstanding common stock in any year the stock trades below book value per share, and requests that the company have trading plans that address blackout periods. The proposal's objective is to provide an aggressive, formulaic buyback response to perceived undervaluation, delivering direct capital return to remaining shareholders and signaling management confidence in intrinsic value. Because the company is a bank, repurchases implicate capital management, regulatory constraints, and prudential considerations; the Board has statutory and supervisory responsibilities to maintain sufficient capital for safety, lending capacity, and regulatory compliance, which could limit the practical feasibility of a recurring 10% annual repurchase mandate. Management's stated position is neutral (no recommendation) and it notes an existing 5% program and an intent, subject to regulatory approval or non-objection, to adopt a new program for up to 10%, which indicates partial alignment with the proponent's target but preserves Board discretion and regulatory conditioning. The proposal is advisory and non-binding, so even if approved by shareholders it would only guide the Board’s deliberations rather than compel repurchases; this reduces the immediate legal effect but increases reputational pressure. Company-specific context includes a modest public float (4,178,646 shares outstanding), significant ESOP holdings and at least one activist holder (Stilwell group owning ~9.74%), which could make large repurchases dilutive to the ESOP or impactful to capital ratios and liquidity. The Board’s willingness to consider vote results and engage with shareholders suggests potential for negotiated solutions such as a time-limited or threshold-based repurchase program, rather than a rigid annual 10% formula. Evaluating this proposal requires balancing shareholder return maximization against regulatory capital requirements, potential impacts on lending capacity and community banking operations, and the company’s plans to replace its 5% program with a discretionary up-to-10% program subject to approvals.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Stilwell Value LLC | 9.75% | 406,874 | $8M |
| 2 | GRAHAM CAPITAL WEALTH MANAGEMENT, LLC | 4.22% | 176,072 | $3M |
| 3 | Oppenheimer Close, LLC | 3.95% | 165,007 | $3M |
| 4 | MANGROVE PARTNERS IM, LLC | 3.79% | 158,097 | $3M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 3.68% | 153,638 | $3M |
| 6 | ALLIANCEBERNSTEIN L.P. | 3.22% | 134,218 | $2M |
| 7 | Cambridge Investment Research Advisors, Inc. | 1.28% | 53,462 | $1M |
| 8 | Minerva Advisors LLC | 1.18% | 49,117 | $935K |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 0.70% | 29,216 | $556K |
| 10 | RENAISSANCE TECHNOLOGIES LLC | 0.58% | 24,200 | $461K |
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