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): February 6, 2020

SFGLOGOUSETHISONEA75.JPG


Summit Financial Group, Inc.
(Exact name of registrant as specified in its charter)

West Virginia
(State or other jurisdiction
of incorporation)
No. 0-16587
(Commission File Number)
55-0672148
(IRS Employer
Identification No.)


300 North Main Street
Moorefield, West Virginia 26836
(Address of Principal Executive Offices)

(304) 530-1000
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or 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:
 
 
[ ]
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
SMMF
NASDAQ Capital Market

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.    ¨





Section 5 - Corporate Governance and Management

Item 5.02 Departure of Directors or Certain Officers, Election of Directors; Appointment of Certain Officers, Compensatory Arrangements of Certain Officers

On February 6, 2020, the Compensation and Nominating Committee of the Board of Directors of Summit Financial Group, Inc. (the “Company”) (the “Committee”) approved the Eleventh Amendment to the Amended and Restated Employment Agreement of H. Charles Maddy, III, the Company’s Chief Executive Officer, to extend the term of Mr. Maddy’s Employment Agreement dated March 4, 2005, for an additional year until March 4, 2023. A copy of the Eleventh Amendment to the Amended and Restated Employment Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

On February 6, 2020, the Committee adopted the Executive Officer Management Incentive Plan for 2020. The Executive Officer Management Incentive Plan for 2020 provides executive officers of the Company with the opportunity to earn a bonus payment varying between 15 to 35 percent of the executive officer’s base salary as of January 1, 2020 multiplied by a multiplier based on the Company’s return on average tangible equity (“ROATE”) for 2020. The targeted range for the Company’s ROATE for 2020 is 11.50 to 12.49 percent. If the Company’s actual ROATE for 2020 is within this targeted range, each executive officer will receive an incentive payment varying between 15 to 35 percent of their respective annual base salary as of January 1, 2020 (the “Targeted Incentive”).

If the Company’s actual ROATE for 2020 is greater than the targeted range, executive officers will be eligible to receive an incentive that is greater than the Targeted Incentive; conversely, if the Company’s actual ROATE for 2020 is less than the targeted range, executive officers will be eligible to receive an incentive that is less than the Targeted Incentive. No incentive payments will be made if the Company’s actual ROATE is less than 9.50%.

No incentives may be made under the Executive Officer Management Incentive Plan for 2020 if at December 31, 2020 through the time of payment of the incentive in 2021, the Company or any affiliate is subject to any active or pending, formal or informal, agreement or enforcement action to which any bank regulatory authority is a party, including, but not limited to a memorandum of understanding, written agreement, or order of cease and desist.

A copy of the Executive Officer Management Incentive Plan for 2020 is included as Exhibit 10.2 and is incorporated herein by reference. The above summary is qualified in its entirety by reference to the Executive Officer Management Incentive Plan for 2020 attached as Exhibit 10.2.

On February 6, 2020, the Committee also adopted a supplemental executive retirement plan for the named executive officers of the Company in order to incent these officers to remain employed by the Company to age 65. The supplemental executive retirement plan will provide the following annual defined retirement benefit payable for the life of the named executive officer: H. Charles Maddy, III: $73,000; Robert S. Tissue: $25,000; Patrick N. Frye: $10,000; Scott C. Jennings: $25,000; and Bradford E. Ritchie: $50,000. This plan is in addition to the existing executive salary continuation agreements between the Company and the named executive officers. H. Charles Maddy, III and Scott C. Jennings are fully vested in the benefits under the existing executive salary continuation agreements. Robert S. Tissue and Patrick N. Frye will fully vest in two years and Bradford E. Ritchie will fully vest in nine years. Under the new supplemental executive retirement plan, the named executive officers will vest in the benefits upon attaining age 65.












Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

(d)    The following exhibits are filed as part of this Form 8-K.

        






SIGNATURE
 
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

 
 
 
SUMMIT FINANCIAL GROUP, INC.
 
 
 
 
 
Date: February 12, 2020
 
 
By:  /s/  Julie R. Markwood
 
 
 
Julie R. Markwood
 
 
 
 
Senior Vice President and Chief Accounting Officer
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


    





Exhibit 10.1
ELEVENTH AMENDMENT TO
AMENDED AND RESTATED EMPLOYMENT AGREEMENT

THIS ELEVENTH AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), entered into as of the 6th day of February, 2020, by and between SUMMIT FINANCIAL GROUP, INC., a West Virginia corporation and bank holding company (“Summit”) and H. CHARLES MADDY, III, (“Maddy”).
W I T N E S S E T H:
WHEREAS, on March 4, 2005, Summit and Maddy entered into that certain Employment Agreement whereby Summit agreed to employ Maddy and Maddy accepted employment as the Chief Executive Officer of Summit (the “Employment Agreement”); and
WHEREAS, the original term of the Employment Agreement commenced on March 4, 2005, and extended until March 4, 2008; and
WHEREAS, the Board of Directors of Summit or a committee designated by the Board of Directors of Summit is required by the terms of the Employment Agreement to review the Employment Agreement at least annually, and the Board of Directors of Summit may, with the approval of Maddy, extend the term of the Employment Agreement annually for one (1) year periods (so that the actual term of the Employment Agreement will always be between two and three years); and
WHEREAS, the Employment Agreement was amended and restated on December 9, 2008 (the “Amended and Restated Employment Agreement”) and the term of the Employment Agreement was thereby extended for an additional one (1) year until March 4, 2012; and
WHEREAS, the Compensation and Nominating Committee of the Board of Directors of Summit has met annually to review and extend the term by additional one (1) year periods, as required by the Amended and Restated Employment Agreement; and
WHEREAS, on February 6, 2020, the Compensation and Nominating Committee of the Board of Directors met to review the Amended and Restated Employment Agreement and extended the term of the Amended and Restated Employment Agreement for one (1) year, until March 4, 2023; and
WHEREAS, Maddy and Summit desire to enter into this Agreement to evidence the extension of the Employment Agreement for an additional one (1) year until March 4, 2023.
NOW THEREFORE, for and in consideration of the premises and mutual covenants, agreements and undertakings, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties covenant and agree as follows:
1.    Amendment to Employment Agreement. Effective as of the date of this Agreement, the term of the Employment Agreement shall be until March 4, 2023.
2.    Enforceable Documents. Except as modified herein, all terms and conditions of the Employment Agreement, as the same may be supplemented, modified, amended or extended from time to time, are and shall remain in full force and effect.




3.    Authority. The undersigned are duly authorized by all required action or agreement to enter into this Agreement.
4.    Modifications to Agreement. This Agreement may be amended or modified only by an instrument or document in writing signed by the person or entity against whom enforcement is sought.
5.    Governing Law. This Agreement, and any documents executed in connection herewith or as required hereunder, and the rights and obligations of the undersigned hereto and thereto, shall be governed by, construed and enforced in accordance with the laws of the State of West Virginia.




IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date first written above.
SUMMIT FINANCIAL GROUP, INC.


By:    _______________________________
Oscar M. Bean, Chairman



__________________________________________
H. Charles Maddy, III





EXHIBIT 10.2
SUMMIT FINANCIAL GROUP, INC.
Executive Officer Management Incentive Plan
for 2020
OBJECTIVE
The objective of the Executive Officer Management Incentive Plan for 2020 (“2020 MIP”) is to incent and reward select members of Summit Financial Group, Inc.’s and its subsidiaries’ (collectively hereafter, “Summit’s”) management team for their exceptional performance, while still balancing risk with reward.
PARTICIPANT ELIGIBILITY
Eligibility for participation in the 2020 MIP is extended to the following executive officers (“Eligible Participants”):
Summit Financial Group, Inc
 
Summit Community Bank, Inc.
Chief Executive Officer
 
President
Chief Financial Officer
 
Chief Operating Officer
Chief Accounting Officer
 
Chief of Credit Administration

To be eligible to receive a 2020 MIP payment, Eligible Participants must be employed for the entirety of 2020. If an otherwise Eligible Participant separates from employment at Summit for any reason, voluntarily or involuntarily, prior to January 1, 2021, no incentive will be paid to such Eligible Participant.
MIP COMPUTATION
The 2020 MIP computation is based upon Summit achieving a targeted annual return on average tangible equity (“ROATE”). For purposes of the 2020 MIP, Summit’s ROATE is to be calculated on a consolidated basis for the year ended 2020, as follows:
Net Income + (Amortization of Intangibles x 0.765)
Average Shareholders’ Equity - Average Intangibles
For purposes of the 2020 MIP, Summit’s targeted ROATE for 2020 is 11.50 to 12.49 percent (the “Targeted Range”). If Summit’s actual ROATE for 2020 is within the Targeted Range, Eligible Participants will receive an incentive payment varying between 15% and 35% of their respective annual base salary as of January 1, 2020 (the “Targeted Incentive”).
If Summit’s actual ROATE for 2020 is greater than the Targeted Range, Eligible Participants will be eligible to receive an incentive that is greater than the Targeted Incentive; conversely, if Summit’s actual ROATE for 2020 is less than the Targeted Range, Eligible Participants will be eligible to receive an incentive that is less than the Targeted Incentive.




The formula to compute each Eligible Participant’s incentive payment under the 2020 MIP is as follows:

Eligible
Participant’s
Annual Base        
Salary on        
January 1, 2020
X
25%
to
30%
X
MIP
Multiplier
=
Eligible
Participant's
2020 MIP
Incentive
The MIP Multiplier to be used for purposes of the above formula varies based upon Summit’s actual ROATE for 2020, as follows:
Summit’s Actual
ROATE for 2020
 
MIP
Multiplier
Less than 9.50%
 
0.00%
9.50% to 10.49%
 
61.96%
10.50% to 11.49%
 
77.61%
11.50% to 12.49%
Target
100.00%
12.50% to 13.49%
 
130.43%
13.50% to 14.49%
 
164.35%
14.50% to 15.49%
 
189.13%
15.50% and greater
 
202.17%
In addition to the 2020 MIP incentives which may be awarded to Eligible Participants in accordance with the above formula, an additional incentive totaling no more than $50,000 may be awarded at the discretion of Summit’s Chief Executive Officer, in whole or in part, to one or more deserving Summit employees who are not Eligible Participants.
OTHER MIP TERMS
No incentive under the 2020 MIP will be made, if at December 31, 2020 through the time of payment of the 2020 MIP incentive, Summit or any affiliate is subject to any active or pending, formal or informal, agreement or enforcement action to which any bank regulatory authority is a party, including but not limited to a memorandum of understanding, written agreement, or order of cease and desist.
PAYMENT OF INCENTIVES
The 2020 MIP incentive will be calculated after January 1, 2021 and paid as soon as practicable following Summit’s public release of its 2020 earnings, but no later than March 31, 2021.





INTERPRETATIONS, AMENDMENTS OR DISCONTINUATION
All interpretations of or amendments to the 2020 MIP will be made at the sole discretion of Compensation and Nominating Committee of the Summit Financial Group, Inc. Board of Directors. The 2020 MIP may be discontinued or revised by the Compensation and Nomination Committee at any time.