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): July 25, 2019
BANKFINANCIAL CORPORATION
(Exact Name of Registrant as Specified in Charter)
Commission File Number 0-51331
Maryland 75-3199276
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation) Identification No.)
60 North Frontage Road, Burr Ridge, Illinois 60527
(Address of Principal Executive Offices)
Registrant’s telephone number, including area code: (800) 894-6900
Not Applicable
(Former name, former address and former fiscal year, 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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Common Stock, par value $0.01 per share | BFIN | The NASDAQ Stock Market LLC | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On July 25, 2019, the Board of Directors of BankFinancial Corporation (the "Company") approved the extension 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 and Paul A. Cloutier to May 31, 2022. Prior to the extensions, the employment periods would have expired on May 31, 2021. The employment agreements between the Company and these individuals, including all amendments, have previously been filed with the Securities and Exchange Commission.
On the same date, the Board of Directors of the Company’s principal subsidiary, BankFinancial, NA (the “Bank”), approved the extension of the terms of the employment period in the Bank’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 William J. Deutsch, Jr. to May 31, 2022. Prior to the extensions, the employment periods would have expired on May 31, 2021. The employment agreements between the Bank and these individuals, including all amendments, have previously been filed with the Securities and Exchange Commission.
The forms of the “Extension of Term of Employment Period” that will be used to implement these actions are 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. Description
10.1 BankFinancial Corporation Form of Extension of Term of Employment Period
10.2 BankFinancial, NA 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.
Dated: | July 31, 2019 | BANKFINANCIAL CORPORATION | |||
By: | /s/ F. Morgan Gasior | ||||
F. Morgan Gasior | |||||
Chairman of the Board and Chief Executive Officer | |||||
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: | July ___, 2019 |
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 (1) to extend the term of the “Employment Period” as referenced in Section 2(a) of your Employment Agreement to___________________; and, (2) to remove the words “was or” in the two places those words appear in Section 8(b) Non-Solicitation.
If you are agreeable to amending your Employment Agreement 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: | July ___, 2019 |
The Board of Directors of BankFinancial, NA (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 (1) to extend the term of the “Employment Period” as referenced in Section 2(a) of your Employment Agreement to ______________; and, (2) to remove the words “was or” in the two places those words appear in Section 8(b) Non-Solicitation.
If you are agreeable to amending your Employment Agreement 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: |