WesBanco, Inc. (NASDAQ:WSBC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d)On August 20, 2018, Michael J. Crawford, a former director of Farmers Capital, was appointed to the Board of Directors of WesBanco, effective immediately following the consummation of the Merger, to the terms of the Merger Agreement. As a result of the Merger, Mr. Crawford is entitled to receive (1) 1.053 shares of WesBanco common stock and (2) $5.00 in cash, without interest, in exchange for each share of Farmers Capital common stock owned by Mr. Crawford. As of August 20, 2018, Mr. Crawford beneficially owned approximately 41,258 shares of Farmers Capital common stock.
Mr. Crawford will receive the same compensation as other non-employee directors of WesBanco, which includes an annual fee of $25,000 payable quarterly at the rate of $6,250 per quarter, and $1,500 for attendance at each Board meeting and $1,000 for attendance at other Board committee meetings.
It is contemplated that Mr. Crawford may serve on certain committees of WesBanco's Board, but no such committee appointments have been made at this time.
Item 5.02 Regulation FD Disclosure.
On August 20, 2018, WesBanco issued a press release announcing the closing of the Merger. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information furnished to this Item 5.02 and the accompanying Exhibit 99.1 shall not be deemed to be "filed" for the purposes of Section18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, and is not to be incorporated by reference into any filing of WesBanco.
Item 5.02 Financial Statements and Exhibits.
99.1 Press release issued by WesBanco, dated August 20, 2018.
WESBANCO INC ExhibitEX-99.1 2 ex991.htm PRESS RELEASE FOR: WesBanco,…To view the full exhibit click
About WesBanco, Inc. (NASDAQ:WSBC)
WesBanco, Inc. (WesBanco) is a bank holding company. The Company offers a range of financial services, including retail banking, corporate banking, personal and corporate trust services, brokerage services, mortgage banking and insurance. WesBanco offers its services through two segments: community banking, which offers services by full-service commercial banks, including commercial demand, individual demand and time deposit accounts, as well as commercial, mortgage and individual installment loans, and certain non-traditional offerings, such as insurance and securities brokerage services, and trust and investment services, which offers trust services, as well as various alternative investment products, including mutual funds. WesBanco operates a commercial bank, WesBanco Bank, Inc. (the Bank), through over 140 offices, a loan production office and approximately 130 automated teller machine (ATM) machines located in West Virginia, Ohio, and western Pennsylvania.
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