UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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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 14, 2021, Middlefield Banc Corp. Chief Executive Officer Thomas G. Caldwell announced his plans to retire as of March 31, 2022. Mr. Caldwell will remain President and Chief Executive Officer of Middlefield Banc Corp. and The Middlefield Banking Company until his retirement in 2022. Mr. Caldwell intends to complete his term as director that would end at the company’s 2022 annual meeting of shareholders. The company’s board of directors is expected to appoint a successor in the coming months, ensuring a smooth transition prior to April 1, 2022.
Mr. Caldwell’s decision to retire in 2022 is due to personal reasons and is not the result of any disagreement with Middlefield Banc Corp.
Consistent with the company’s management succession plan, the board of directors is leading the succession planning process and has formed a search committee to proactively manage the transition process. The board has engaged an executive search firm to identify and evaluate potential successors. Both internal and external candidates will be considered. Mr. Caldwell will work with the company’s board of directors to ensure the successful identification of a successor Chief Executive Officer.
Additional details may be found in the press release attached as Exhibit 99 to this report which is hereby incorporated herein by reference.
ITEM 9.01. Financial Statements and Exhibits.
(d) Exhibits
| 99 | Text of Press Release dated June 18, 2021 titled “Middlefield Banc Corp. Announces CEO Retirement and Succession Plan” | |
| 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 thereunto duly authorized.
| MIDDLEFIELD BANC CORP. | ||
| By: | /s/ James R. Heslop, II | |
| James R. Heslop, II | ||
| Executive Vice President and COO | ||
Date: June 18, 2021