SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 28, 2012
BANKFINANCIAL CORPORATION
(Exact Name of Registrant as Specified in Charter)
| Maryland | 0-51331 | 75-3199276 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File No.) |
(I.R.S. Employer Identification No.) |
| 15W060 North Frontage Road, Burr Ridge, Illinois |
60527 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (800) 894-6900
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On March 28, 2012, the Board of Directors of BankFinancial Corporation (the “Company”) approved the extension of the terms of the Employment Period in the Company’s existing Employment Agreements with Named Executive Officers (as defined by Item 402(a)(3) of Securities and Exchange Commission Regulation S-K) F. Morgan Gasior, Paul A. Cloutier and James J. Brennan to March 31, 2015. Prior to the extensions, the terms of the Employment Periods would have expired on March 31, 2014. The Employment Agreements between Company and these individuals were filed as Exhibits 10.1 through 10.3 to the Report on Form 8-K of the Company filed with the Securities and Exchange Commission on October 20, 2008. On the same date, the Board of Directors of the Company’s principal subsidiary, BankFinancial, F.S.B. (the “Bank”), approved the extension of the terms of the Employment Period in the Bank’s existing Amended and Restated Employment Agreements with Messrs. Gasior, Cloutier, Brennan and Ms. Christa N. Calabrese to March 31, 2015. Prior to the extensions, the terms of the Employment Periods would have expired on March 31, 2014. The foregoing Amended and Restated Employment Agreements were filed as Exhibits 10.1 through 10.3 and 10.5 to the Report on Form 8-K of the Company filed with the Securities and Exchange Commission on May 9, 2008. On the same date, the Board of Directors of the Bank also approved the extension of the terms of the Employment Period in the Bank’s existing Amended and Restated Employment Agreement with Mr. Gregg T. Adams to March 31, 2014. Prior to the extension, the terms of the Employment Period would have expired on March 31, 2013. The foregoing Amended and Restated Employment Agreement was filed as Exhibit 10.30 to the Report on Form 10-K/A of the Company filed with the Securities and Exchange Commission on April 30, 2010.
The forms of the “Extension of Term of Employment Period” that will be used to implement these actions is attached to this Current Report on Form 8-K as Exhibits 10.1 and 10.2
| Item 9.01. | Financial Statements and Exhibits. |
| (a) | Not Applicable. |
| (b) | Not Applicable. |
| (c) | Not Applicable. |
| (d) | Exhibits. |
| Exhibit No. | Exhibit | |||
| 10.1 | BankFinancial Corporation Form of Extension of Term of Employment Period | |||
| 10.2 | BankFinancial F.S.B. Form of Extension of Term of Employment Period | |||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| BANKFINANCIAL CORPORATION | ||||||
| Dated: April 2, 2012 | By: | /s/ F. Morgan Gasior | ||||
| F. Morgan Gasior | ||||||
| Chairman of the Board and | ||||||
| Chief Executive Officer | ||||||
EXHIBIT INDEX
| Exhibit No. |
Exhibit | |
| 10.1 | BankFinancial Corporation Form of Extension of Term of Employment Period | |
| 10.2 | BankFinancial F.S.B. Form of Extension of Term of Employment Period | |
Exhibit 10.1
FORM OF EXTENSION OF TERM
OF EMPLOYMENT PERIOD
MEMORANDUM
| To: |
|
|||
| From: | Patricia Smith Lawler, | |||
| EVP/Human Resources Division | ||||
| Re: | Extension of Employment Period | |||
| Date: | April , 2012 |
The Board of Directors of BankFinancial Corporation (the “Company”) and its Human Resources Committee have completed their annual review of your Employment Agreement with the Company dated , and have determined to offer to amend your Employment Agreement to extend the term of the “Employment Period” as referenced in Section 2(a) of your Employment Agreement to .
If you are agreeable to amending your Employment Agreement to extend the term of the Employment Period as provided above, please sign and date this document in the space indicated below and return it to me by no later than .
If you do not sign and return this document to me by such date, the term of your Employment Period and the Anniversary Date applicable to your Employment Agreement will remain unchanged.
| Name: | ||||
| Signature: | ||||
| Date: |
Exhibit 10.2
FORM OF EXTENSION OF TERM
OF EMPLOYMENT PERIOD
MEMORANDUM
| To: |
|
|||
| From: | Patricia Smith Lawler, | |||
| EVP/Human Resources Division | ||||
| Re: | Extension of Employment Period | |||
| Date: | April , 2012 |
The Board of Directors of BankFinancial, F.S.B. (the “Bank”) and its Human Resources Committee have completed their annual review of your Employment Agreement with the Bank dated , and have determined to offer to amend your Employment Agreement to extend the term of the “Employment Period” as referenced in Section 2(a) of your Employment Agreement to .
If you are agreeable to amending your Employment Agreement to extend the term of the Employment Period as provided above, please sign and date this document in the space indicated below and return it to me by no later than .
If you do not sign and return this document to me by such date, the term of your Employment Period and the Anniversary Date applicable to your Employment Agreement will remain unchanged.
| Name: | ||||
| Signature: | ||||
| Date: |