JACKSONVILLE — EverBank Financial Corp. has settled a lawsuit over alleged securities-law violations.
Market Exclusive’s website said that two alleged stockholders of EverBank filed putative class actions against the bank and members of its board of directors.
“(They alleged) that the defendants violated federal securities laws by disseminating proxy materials that included allegedly material misstatements or omissions in connection with EverBank’s Definitive Proxy Statement,” the article said.
According to court documents, the suits were filed in Florida and in Delaware.
“On October 12, 2016, another alleged stockholder of EverBank filed a putative class action in the Delaware Court of Chancery alleging breaches of fiduciary duty against the same defendants, including alleged disclosure violations, in connection with the Merger Agreement,” the Market Exclusive article said. “These actions, among other things, sought additional disclosure of facts relating to the proposed merger in connection with the stockholder vote thereupon and/or injunctive relief.”
According to the article, EverBank filed supplemental disclosures on Oct. 24 intended to address the plaintiffs’ disclosure claims via Form 8-K with the SEC.
“These supplemental disclosures pertained to, among other things, the non-disclosure agreements entered into by EverBank with other parties, EverBank management’s communications with TIAA regarding management’s potential continuing employment with the Company following the consummation of the proposed merger, and EverBank’s projected dividends/capital injections as used in the Dividends Discount Analysis prepared by EverBank’s financial advisor in connection with the proposed merger,” the article said.
Furthermore, in a Nov. 2 ruling, the Court of Chancery dismissed the Delaware action as moot and rejected claims asserted by the plaintiff in the Delaware case, but the Florida case was settled before it went to trial.
Everbank settled for $300,000. The corporation declined to comment on why it settled the Florida case.
“This fee will be paid by EverBank, and has not been approved or ruled upon by the courts in either the Delaware Action or the Florida Actions,” the article said.
On Oct. 24, EverBank filed an 8-K form, designating “Other Event,” which is labeled under section 8, item 8.01.
“The registrant can use [Other Event] to report events that are not specifically called for by Form 8-K, that the registrant considers to be of importance to security holders,” the U.S. Securities and Exchange Commission said on its website.
According to the SEC website, the 8-K form is the “current report” companies must file with the SEC to announce major events that shareholders should know about.