Lynn Fuller has resigned from the board of Heartland Financial USA as part of an agreement between the Dubuque, Iowa, company and its former CEO.
The $19.7 billion-asset Heartland disclosed in a regulatory filing that it had reached a standstill agreement with a shareholder group affiliated with Fuller. The shareholder group owns about 6.7% of Heartland’s common stock.
Certain provisions of the agreement will run from Dec. 14 until 15 days before the deadline to submit shareholder proposals for the 2024 annual meeting. The provisions bar each member of the shareholder group from buying or offering to buy any Heartland securities.
The shareholder group is also prohibited from soliciting proxies, contesting Heartland’s board nominations or proposing a merger, among other things.
The agreement also includes confidentiality and non-disparagement clauses.
Fuller, who was Heartland’s CEO from 1999 to 2018, criticized the company earlier this year for a plan to consolidate its 11 bank charters. He also suggested that the company consider selling.
Fuller led a group that sent a letter to Heartland’s board in March “expressing concerns” about management’s decisions tied to “performance, growth and prospects.”
“Heartland has lost its ability to grow by becoming obsessively focused on internal restructuring, cost cutting and the adoption of practices of the very large banks,” the letter said.
Heartland subsequently removed Fuller as chairman.
The board said at the time that Fuller “was no longer best positioned to serve in the chairman role in light of his public disagreement with the company’s leadership and strategy, which was previously and unanimously approved by the board.”