CITIZENS COMMUNITY BANCORP, INC. (NASDAQ:CZWI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item5.02Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Election of Mr.Bianchi to the Board of Directors
On May25, 2017, the Board of Directors of Citizens Community
Bancorp, Inc., a Maryland corporation (the Company), increased
the size of the Board of Directors from six Directors to seven
and appointed Stephen Bianchi, the Companys President and Chief
Executive Officer, to the Board of Directors as a Class I
Director. As a Class I Director, Mr.Bianchi will serve until the
Companys 2019 annual shareholders meeting.
Amended and Restated Executive Employment Agreement with
Mr.Bianchi
Also, on May25, 2017, the Company and its wholly-owned
subsidiary, Citizens Community Federal, N.A. (the Bank) and
Mr.Bianchi entered into an amended and restated executive
employment agreement (the Employment Agreement). The Employment
Agreement provides for a term from June24, 2016 to September30,
2019 with automatic one-year renewal periods thereafter. The
Employment Agreement provides that, as of May25, 2017,
Mr.Bianchis annual salary will be increased from $300,000 to
$315,000, and he will continue to be eligible to receive
incentive awards under the Companys executive incentive plans,
discretionary performance bonuses, and other executive benefits.
The Employment Agreement amended the previously existing
employment agreement with Mr.Bianchi to provide that, in the
event of a termination of Mr.Bianchis employment following a
change in control by the Company for cause or by Mr.Bianchi for
good reason (in each case, as defined in the Employment
Agreement), he would be entitled to accrued salary and benefits;
a pro-rated incentive award under the Banks Executive Short Term
Incentive Plan; a payment equal to 200% of the sum of Mr.Bianchis
salary and pro-rated incentive award under the Banks Executive
Short Term Incentive Plan; and up to 18 months of medical and
dental benefits. In the event of a termination by Mr.Bianchi
following a change in control without good reason or by the
Company for cause, Mr.Bianchi would only be entitled to accrued
salary and benefits.
In addition, on May25, 2017, the Company provided Mr.Bianchi with
a discretionary bonus, the payment of which is conditioned on the
consummation of the previously announced merger of the Company
and Wells Financial Corp. (the Merger). The discretionary bonus
will take the form of a cash payment of $25,000, payable at
closing of the Merger, and restricted stock, valued at $75,000
and subject to a two year vesting period beginning on May25,
2017. The Company also amended previous grants of restricted
stock valued at $100,000 and 20,000 incentive stock options,
which were awarded to Mr.Bianchi on June24, 2016, to provide for
accelerated vesting in the event that the Employment Agreement is
terminated by reason of his death or disability, by the Company
without cause or by Mr.Bianchi with good reason.
The foregoing summary of the Employment Agreement does not
purport to be complete and is subject to and qualified in its
entirety by the full text of such agreement, which is filed as
Exhibit 10.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
Item9.01Financial Statements and Exhibits.
| (d) | Exhibits: |
| 10.1 |
Amended and Restated Executive Employment Agreement by and between Citizens Community Bancorp, Inc., Citizens Community Federal, N.A. and Stephen Bianchi, dated May25, 2017. |
About CITIZENS COMMUNITY BANCORP, INC. (NASDAQ:CZWI)
Citizens Community Bancorp, Inc. is a bank holding company of Citizens Community Federal N.A. (the Bank). The Company is engaged in consumer, small commercial and agricultural banking activities, through the Bank. As of September 30, 2015, it had approximately $460 million in deposits. Through all of its branch locations, in Wisconsin, Minnesota and Michigan, the Bank provides a range of commercial and consumer banking products and services to customers, including online and mobile banking options. It offers a range of loans, such as commercial loans, agricultural loans and residential mortgages. Its Investment portfolio consists of securities available for sale and securities held to maturity. Its primary sources of funds are deposits; amortization, prepayments and maturities of outstanding loans; other short-term investments, and funds provided from operations. As of September 30, 2015, its total gross outstanding loans before net deferred loan costs were approximately $448,100. CITIZENS COMMUNITY BANCORP, INC. (NASDAQ:CZWI) Recent Trading Information
CITIZENS COMMUNITY BANCORP, INC. (NASDAQ:CZWI) closed its last trading session up +0.11 at 13.76 with 1,966 shares trading hands.