UNITED STATES
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): August 7, 2024
|
| |
|
Finward Bancorp
|
|
(Exact name of registrant as specified in its charter)
|
| |
|
Indiana
|
001-40999
|
35-1927981
|
|
(State or other jurisdiction of incorporation)
|
(Commission File Number)
|
(IRS Employer
Identification No.)
|
| |
|
|
|
9204 Columbia Avenue
Munster, Indiana
|
46321
|
|
(Address of principal executive offices)
|
(Zip Code)
|
| |
|
(219) 836-4400
|
|
(Registrant’s telephone number, including area code)
|
| |
|
|
N/A
|
|
(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))
|
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, no par value
|
FNWD
|
The NASDAQ Stock
Market LLC
|
Indicate by check mark whether the registrant is an emerging growth company 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 August 7, 2024, the Compensation and Benefits Committee (the “Committee”) of the Board of Directors of Finward Bancorp (the “Bancorp”), in its capacity as the Administrator of the Finward Bancorp
Executive Change in Control Severance Plan (the “Severance Plan”), approved Benjamin L. Schmitt, the Senior Vice President, Chief Financial Officer and
Treasurer of the Bancorp, to become an eligible participant in the Severance Plan. In accordance with the terms of the Severance Plan, Mr. Schmitt was recommended by the Bancorp’s Chief Executive Officer to become an eligible participant, and,
acting upon such recommendation, the Committee approved Mr. Schmitt’s participation. The Committee also waived the three-year employment requirement for participation eligibility set forth in the Severance Plan with respect to Mr. Schmitt. Neither
the Bancorp nor its wholly-owned commercial bank subsidiary, Peoples Bank (the “Bank”), has a separate written agreement with Mr. Schmitt providing for the
payment of severance or other compensation following a change in control.
The purpose of the Severance Plan is to attract and retain talent and to assure the present and future continuity, objectivity, and
dedication of management in the event of any change in control of the Bancorp or the Bank. Under the terms of the Severance Plan, the Bancorp will provide Mr. Schmitt with the payments and benefits set forth in the Severance Plan if (i) his
employment is terminated by the Bancorp or the Bank (or any successor) without Cause (as such term is defined in the Severance Plan) during the period beginning on the first occurrence of a Change in Control (as such term is defined in the Severance
Plan) and lasting through the earlier of Mr. Schmitt’s death, or the 18-month anniversary of the occurrence of the Change in Control (such period, the “Covered Period”);
or (ii) both (A) an event of Good Reason (as such term is defined in the Severance Plan) occurs during the Covered Period, and (B) Mr. Schmitt terminates his employment with the Bancorp or the Bank (or any successor) for such event of Good Reason
within 60 calendar days following the date the participant provides notice of Good Reason to the Bancorp (or successor) and after the Bancorp (or successor) has had an opportunity to cure such Good Reason.
The payments and benefits to Mr. Schmitt under the Severance Plan will include: (i) a cash severance payment equal to one times the sum of
(A) Mr. Schmitt’s base salary in effect on the date of termination, or, if greater, in effect on the date of the Change in Control, plus (B) the greater of the actual annual cash bonus received by Mr. Schmitt for the calendar year immediately
preceding the calendar year in which termination occurs or the annual cash bonus that Mr. Schmitt would have earned for the entire calendar year in which the termination occurs, at target level; (ii) a lump sum amount equal to 100% of the aggregate
annual COBRA premium amounts (based on COBRA rates then in effect) for the medical and dental coverage that was being provided to Mr. Schmitt and his spouse and eligible dependents as of the date of termination; and (iii) a lump sum amount equal to
100% of the annual premiums paid by the Bancorp in respect of the life insurance coverage provided for an active employee similarly situated to Mr. Schmitt (based upon coverage and rates in effect on the date of Mr. Schmitt’s termination).
The foregoing description of the Severance Plan does not purport to be complete and is qualified in its entirety by reference to the
complete copy of the Severance Plan attached as Exhibit 10.1 to the Bancorp’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2019, which was filed with the Securities and Exchange Commission on October 29, 2019, which is
incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are being furnished with this Current Report on Form 8-K.
|
Exhibit No.
|
|
Description
|
|
|
|
Finward Bancorp Executive Change in Control Severance Plan (incorporated herein by reference to Exhibit 10.1 of the Bancorp’s Form 10-Q filed on
October 29, 2019).
|
|
104
|
|
Cover Page Interactive Data File (embedded within the Inline XBRL document).
|
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.
| |
Finward Bancorp
|
|
Date: August 13, 2024
|
|
|
| |
|
|
| |
By:
|
/s/ Benjamin J. Bochnowski
|
| |
|
Printed Name: Benjamin J. Bochnowski
|
| |
|
Title: President and Chief Executive Officer
|