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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 (Amendment No. 1)

 

Filed by the Registrant ☒

 

Filed by a Party other than the Registrant ☐

 

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

 

☒	Definitive Additional Materials

 

☐	Soliciting Material under §240.14a-12

 

Premier Financial Corp.

(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)

 

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☒	No fee required.

☐	Fee paid previously with preliminary materials:

  

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

 

☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

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Revisions to Compensation Discussion and Analysis- 2021 Performance Summary

The following text amends and restates in its entirety the section titled “2021 Performance Summary” under the heading “Compensation Discussion and Analysis” in the Original Filing:

“2021 Performance Summary¹

Our goal is to continue to be a high-performing community-focused financial institution, meeting or exceeding the 75th percentile of our peers in key financial measures. Compensation is a key component of attracting talent to our organization that will enable us to reach this goal.

As of December 31, 2021, the Company had assets of $7.5 billion. Although the ongoing pandemic impacted the Company’s performance measurements for 2021, we continued to produce strong annual performance results. Highlights from fiscal 2021 include:

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Nine consecutive years of record core diluted earnings per common share with an increase of 94% and 23% from 2020, including and excluding merger-related provision and other costs, respectively;

•

Strong growth in core loans excluding PPP loans of 2.6% for the full year and 8.7% for the fourth quarter annualized;

•

High return on average assets of 1.68% on a net income basis and 2.00% on a pre-tax, pre-provision basis; and

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Strong asset quality with non-performing assets at 0.64% and classified loans at 1.21% for year-end.

For the three-year period ending December 31, 2021, our cumulative growth in earnings per share and core earnings per share was 50%. Our performance was driven by a strong three-year average return on assets and average core return on assets of 1.38% and 1.58%, respectively, and our successful execution of our organic and acquisition growth strategies. By emphasizing growth opportunities in our metro markets, our three-year compounded growth in total assets was 33% with organic growth of 12%. Due to the impact of the market improvement in 2021 after the significant downturn in response to the COVID-19 pandemic in 2020, three-year total shareholder returns were generally strong for financial institutions. Premier shares posted a total return to shareholders of 40.4% for the three-year period ended December 31, 2021, including 39.1% for 2021, which compares favorably to a total return of 35.4% for our peer group set forth below.”

¹ Please refer to Annex A for a reconciliation and other information regarding the non-GAAP financial measures contained in this section.

Addition of Annex A

The Original Filing is amended to add the following Annex A to the end thereof:

ANNEX A

PREMIER FINANCIAL CORP.

NON-GAAP FINANCIAL MEASURE DISCLOSURE AND RECONCILIATION

This Annex A presents a reconciliation of certain financial measures presented in accordance with accounting principles generally accepted in the United States (“GAAP”) to certain non-GAAP financial measures that are included in the Proxy Statement. The Company believes these non-GAAP financial measures provide additional information that is useful to investors in helping to understand the underlying performance and trends of the Company. The Company monitors the non-GAAP financial measures and the Company’s management believes such measures are helpful to investors because they provide an additional tool to use in evaluating the Company’s financial and business trends and operating results. In addition, the Company’s management uses these non-GAAP measures to compare the Company’s performance to that of prior periods for trend analysis and for budgeting and planning purposes.

The Company’s method of calculating these non-GAAP measures may differ from methods used by other companies.  Although the Company believes the non-GAAP financial measures disclosed in this Proxy Statement enhance shareholders’ understanding of our business and performance, these non-GAAP measures should not be considered in isolation, or as a substitute for those financial measures prepared in accordance with GAAP.

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