UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 21, 2021, Farmers National Banc Corp. (the “Company”), issued a press release announcing Carl D. Culp’s decision to retire effective August 15, 2021 as Senior Executive Vice President, Secretary and Treasurer of the Company and Senior Executive Vice President, Cashier and Chief Financial Officer of The Farmers National Bank of Canfield, the national banking subsidiary of the Company (the “Bank”).
On June 21, 2021, the Company also announced the appointment of Troy Adair as Executive Vice President of Finance of the Bank effective June 21, 2021. The Company announced that Mr. Adair will assume the role of Executive Vice President and Chief Financial Officer of the Bank in August 2021 upon Mr. Culp’s retirement.
Mr. Adair, age 55, most recently served as Senior Vice President, Treasurer and Assistant Secretary of Premier Bank (“Premier”) from February 2020 through June 2021. In February 2016 through January 2020, Mr. Adair served as Vice President and Treasurer at Home Savings Bank (“Home Savings”) until Home Savings merged with Premier in connection with Premier Financial Corp.’s (the holding company of Premier) merger with United Community Financial Corp. (the holding company of Home Savings). During February 2002 through January 2016, Mr. Adair served as the Director of Risk Management–Accounting at Home Savings. Mr. Adair’s responsibilities during his 19-year tenure at Premier and Home Savings included management and oversight of the investment portfolio and mortgage banking operations and responsibility for the investor relations function and stock repurchase program.
Mr. Adair’s base salary initially will be $240,000.00, subject to annual review, and he will be eligible to participate in the Company’s broad-based employee benefit plans, such as medical, dental, supplemental disability, retiree health insurance and term life insurance programs available to the Company’s employees. Mr. Adair will be eligible to participate in the Company’s annual incentive program at a target benefit of 35% of his annual base salary on a pro-rated basis for the 2021 calendar year. Mr. Adair will also be eligible to participate in the Company’s long-term incentive program at a target award value of 40% of his annual base salary. Mr. Adair is also eligible to participate in the Company’s Second Amended and Restated Executive Separation Policy (“Separation Policy”) which provides separation benefits under certain events of termination. The Separation Policy is filed as Exhibit 10.20 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 filed with the Securities and Exchange Commission on March 5, 2019. Mr. Adair will also receive within 30 days of commencement of employment an award under the Company’s 2017 Equity Incentive Plan of 5,000 shares of restricted stock subject to vesting on the second anniversary of the award. The foregoing summary is not complete and is qualified in its entirety by reference to the full and complete terms of the Restricted Stock Award Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The Company has also entered into a Change in Control Agreement with Mr. Adair under terms and conditions substantively consistent with agreements entered into with other executive officers, including separation benefits under certain events of termination in connection with a change in control of the Company. The foregoing summary is not complete and is qualified in its entirety by reference to the full and complete terms of the Change in Control Agreement, a copy of which is attached as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.
Also on June 21, 2021, the Company announced that Joseph Sabat was promoted to Vice President and Chief Accounting Officer of the Bank effective immediately. Mr. Sabat previously served as Vice President and Controller of the Bank and no other changes to Mr. Sabat’s responsibilities beyond his role as Chief Accounting Officer were made in connection with his promotion.
The full text of the Company’s press release announcing the foregoing retirement of Mr. Culp, appointment of Mr. Adair and promotion of Mr. Sabat is attached as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 7.01 | Regulation FD Disclosure. |
As described in “Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers” above, on June 21, 2021, the Company issued a press release announcing the retirement of Carl D. Culp, effective August 15, 2021, the appointment of Troy Adair as Executive Vice President of Finance of the Bank effective June 21, 2021, and promotion of Joseph Sabat to Vice President and Chief Accounting Officer of the Bank, effective immediately. The Company also announced that Mr. Adair will assume the role of Executive Vice President and Chief Financial Officer of the Bank in August 2021. The full text of the Company’s press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Pursuant to General Instruction B.2 of Current Report on Form 8-K, the information in this Item 7.01 and Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section. Furthermore, the information in this Item 7.01 and Exhibit 99.1 shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act, except as may be expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit |
Description | |
| 10.1 | Restricted Stock Award Agreement, dated June 21, 2021 | |
| 10.2 | Change in Control Agreement, dated June 21, 2021 | |
| 99.1 | Press Release dated June 21, 2021 | |
| 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.
| Farmers National Banc Corp. | ||
| By: | /s/ Kevin J. Helmick | |
| Kevin J. Helmick | ||
| President and Chief Executive Officer | ||
Date: June 21, 2021