0000806279
false
0000806279
2021-09-14
2021-09-14
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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
September
14, 2021
Date of Report (Date of earliest event reported)
CODORUS
VALLEY BANCORP, INC.
(Exact
name of registrant as specified in its charter)
|
|
Pennsylvania
|
|
0-15536
|
|
23-2428543
|
|
|
|
(State or other jurisdiction
of incorporation)
|
|
(Commission
File Number)
|
|
(IRS
employer Ident. No)
|
|
|
|
|
|
|
|
|
|
105
Leader Heights Road, PO Box
2887, York, Pennsylvania
|
|
17405-2887
|
|
|
|
(Address
of principal executive offices)
|
|
(Zip
Code)
|
|
717-747-1519
Registrant’s
telephone number, including area code
N/A
(Former
name or former 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 (see General Instruction A.2. below):
|
|
☐
|
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
|
Name of each exchange on which registered
|
|
Common Stock, $2.50 par value
|
CVLY
|
NASDAQ Global Market
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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. ☐
|
Item 5.02.
|
Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensation Arrangements of Certain Officers.
|
On September 15, 2021, Codorus Valley Bancorp, Inc. (the "Company") issued a press release announcing the retirement of Larry J. Miller as President and Chief Executive Officer of the Company, effective as of September 30, 2021, and his transition to the new role of Executive Chair of the Company, a position he will hold until December 31, 2021.
Mr. Miller also will continue as Executive Chair and a member of the Board of Directors of PeoplesBank, A Codorus Valley Company, the Company's wholly-owned bank subsidiary ("PeoplesBank"), until December 31, 2021.
The press release, a
copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference, also announced the appointment of Craig L.
Kauffman, age 58, as President and Chief Executive Officer of the Company, effective October 1, 2021. Mr. Kauffman has served as
Executive Vice President and Chief Operating Officer of the Company and as President and Chief Executive Officer of PeoplesBank
since August 2018. Mr. Kauffman will remain as President and Chief Executive Officer of PeoplesBank and as a member of the Board of
Directors of both the Company and PeoplesBank. Previously, Mr. Kauffman served as Regional President of BB&T Bank, Lancaster,
Pennsylvania, from 2015 to August 2018, and as Pennsylvania CEO of Susquehanna Bank, Lancaster, Pennsylvania, from 2013 until
2015.
On September 14, 2021, the Company and PeoplesBank entered into Amendment No. 3 with Mr. Miller to his employment agreement (the "Miller Amendment"), to reflect his upcoming retirement as President and Chief Executive Officer of the Company and his transition to the position of Executive Chair of the Company until December 31, 2021. The Miller Amendment amends the existing employment agreement between the Company, PeoplesBank and Mr. Miller, dated December 27, 2005 and amended August 9, 2011 and March 8, 2016. The Miller Amendment confirmed that Mr. Miller's current base salary of $375,000 would continue until December 31, 2021 and that he would be eligible to participate in the Company's Executive Incentive Plan for calendar year 2021. The Miller Amendment is effective as of October 1, 2021. The foregoing description of the Miller Amendment is qualified in its entirety by reference to the full text of the Miller Amendment which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Also on September 14, 2021, the Company and PeoplesBank entered into Amendment No. 1 with Mr. Kauffman to his employment agreement (the "Kauffman Amendment"), to reflect his appointment as President and Chief Executive Officer of the Company. The Kauffman Amendment amends the existing employment agreement between the Company, PeoplesBank and Mr. Kauffman, dated August 6, 2018. The Kauffman Amendment sets Mr. Kauffman's annual base salary at $510,000, increases the initial term of the employment agreement from two (2) to three (3) years and increases the lump sum payment due to Mr. Kauffman if he is terminated other than "for cause," or if Mr. Kauffman terminates his employment for "good reason," within two (2) years following a change in control, of the Company or PeoplesBank, from two (2) times to three (3) times the sum of his base salary and bonus. The Kauffman Amendment also increases the period of benefit continuation for Mr. Kauffman in the event of a termination of employment as described above from two (2) years to three (3) years. The Kauffman Amendment is effective as of October 1, 2021.
The foregoing description of the Kauffman Amendment is qualified in its entirety by reference to the full text of the Kauffman Amendment, which is attached hereto as Exhibit 10.2 and incorporated hereby by reference.
|
Item 9.01.
|
Financial Statements and Exhibits.
|
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8K to be signed on its behalf by
the undersigned, thereunto duly authorized.
|
|
|
|
Codorus Valley Bancorp, Inc.
|
|
|
|
|
|
|
Date:
|
September 15, 2021
|
|
By: /s/ Larry D. Pickett
|
|
|
|
|
Larry D. Pickett, CPA
|
|
|
|
|
Treasurer
|
|
|
|
|
(Principal Financial and Accounting Officer)
|
|
|
|
|
|
|
|
|
|
|
Exhibit 10.1
AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENT
THIS AMENDMENT NO.
3 ("Amendment") is made as of the 14th day of September, 2021, by and among CODORUS VALLEY BANCORP, INC.,
a Pennsylvania business corporation (the "Corporation"), PEOPLESBANK, A Codorus Valley Company, a Pennsylvania banking
institution (the "Bank"), and LARRY J. MILLER, an adult individual (the "Executive"), and amends that certain
Employment Agreement made as of December 27, 2005, among the parties hereto (the "Employment Agreement").
WITNESSETH
WHEREAS, the Corporation,
the Bank and the Executive desire to amend the Employment Agreement to reflect the Executive’s change in position and duties, salary
and eligibility to participate in the Executive Incentive Plan for calendar year 2021.
NOW, THEREFORE,
the parties hereto, intending to be legally bound hereby, agree as follows:
1. Section
3 of the Employment Agreement is hereby amended and modified to read in its entirety as follows:
"3. POSITION
AND DUTIES.
(a) The Executive
shall serve as: (i) the Executive Chair of the Corporation and the Bank until December 31, 2021; and (ii) a member of the Board of Directors
of the Corporation and Bank until December 31, 2021, reporting only to the Board of Directors of the Corporation and Bank.
(b) In his capacity
as Executive Chair of the Corporation and the Bank, Executive shall have such powers and duties as may from time to time be prescribed
by the Board of Directors of the Corporation."
2. Section
6.(e) of the Employment Agreement is hereby amended and modified to replace the phrase "President and Chief Executive Officer of
the Corporation and Bank" with "Executive Chair of the Corporation and the Bank."
3. Section
10(e)(i) of the Employment Agreement is hereby amended and modified to replace the phrase "President and Chief Executive Officer
of the Corporation and the Bank" with "Executive Chair of the Corporation and the Bank."
4. Section
5(a) of the Employment Agreement is hereby amended and modified to read in its entirety as follows:
"5. COMPENSATION.
(a) As compensation
for services rendered to the Corporation and Bank under this Agreement, the Executive shall be entitled to receive from the Bank an annual
direct salary until December 31, 2021, of $375,000 per year, payable in substantially equal bi-monthly installments. Executive also shall
be eligible to participate in the Corporation's Executive Incentive Plan for calendar year 2021."
5. Effective
Date. This Amendment No. 3 to the Employment Agreement shall be effective as of October 1, 2021.
IN WITNESS WHEREOF,
the parties, each intending to be legally bound, have executed the Amendment as of the date, month and year first above written.
|
ATTEST:
|
|
CODORUS VALLEY BANCORP, INC.
|
|
|
|
|
|
|
|
|
|
/s/ Timothy J. Nieman
|
|
By: /s/ Craig L. Kauffman
|
|
Secretary
|
|
|
|
|
|
|
|
|
|
|
|
ASSEST:
|
|
PEOPLESBANK,
|
|
|
|
A CODORUS VALLEY COMPANY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Timothy J. Nieman
|
|
By: /s/ Craig L. Kauffman
|
|
Secretary
|
|
|
|
|
|
|
|
|
|
|
|
WITNESS:
|
|
|
|
|
|
|
|
/s/ Timothy J. Nieman
|
|
/s/ Larry J. Miller
|
|
|
|
Larry J. Miller
|
|
|
|
Executive
|
|
|
|
|
|
|
|
|
Exhibit 10.2
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
THIS AMENDMENT NO.
1 ("Amendment") is made as of the 14th day of September, 2021, by and among CODORUS VALLEY BANCORP, INC.,
a Pennsylvania business corporation (the "Corporation"), PEOPLESBANK, A Codorus Valley Company, a Pennsylvania banking
institution (the "Bank"), and CRAIG L. KAUFFMAN, an adult individual (the "Executive"), and amends that certain
Employment Agreement made as of August 6, 2018, among the parties hereto (the "Employment Agreement").
WITNESSETH
WHEREAS, the Corporation,
the Bank and the Executive desire to amend the Employment Agreement to reflect the Executive’s change in position and duties, salary
and change in control benefit, all as hereinafter set forth.
NOW, THEREFORE,
the parties hereto, intending to be legally bound hereby, agree as follows:
1. Change
in Position and Duties. The first two sentences of Section 2 of the Employment Agreement are hereby amended and modified to read
in their entirety as follows:
"2. Duties
of Executive. Executive shall perform and discharge well and faithfully such duties as an executive officer of the Corporation and
the Bank as may be assigned to Executive from time to time by the Board of Directors of the Corporation and/or the Bank. Executive shall
be appointed as a member of the Board of Directors of the Bank and shall be nominated for election as a member of the Board of Directors
of the Corporation and shall be employed as President and Chief Executive Officer of the Corporation and the Bank and shall hold such
other titles as may be given to him from time to time by the Board of Directors of the Corporation or the Bank."
Section 3(c)(i) of the
Employment Agreement is hereby amended and modified to replace the phrase "Executive Vice President and Chief Operating Officer of
the Corporation" with "President and Chief Executive Officer of the Corporation."
2. Term of Agreement. Section
3(a) of the Employment Agreement is hereby amended and modified to read in its entirety as follows:
"3. (a) Employment
Period. This Agreement shall be for a three (3) year period (the "Employment Period") beginning on October 1, 2021, and
if not previously terminated pursuant to the terms of this Agreement, the Employment Period shall end three (3) years later; provided,
however, that the Employment Period shall be automatically renewed one year later on the first anniversary date of the commencement of
the Employment Period (the "Renewal Date") for a period ending three (3) years from the Renewal Date unless either party shall
give written notice of non-renewal to the other party at least ninety (90) days prior to the Renewal Date, in which event this Agreement
shall terminate at the end of the Employment Period. If this Agreement is renewed on the Renewal Date, it will be automatically renewed
on the first anniversary date of the Renewal Date and each subsequent year (the "Annual Renewal Date") for a period ending three
(3) years from each Annual Renewal Date, unless either party gives written notice of non-renewal to the other party at least ninety (90)
days prior to the Annual Renewal Date, in which case this Agreement will continue in effect for a term ending two (2) years from the Annual Renewal Date immediately following such notice."
3. Base
Salary Adjustment. Section 4(a) of the Employment Agreement is hereby amended and modified to replace the reference to "three
hundred fifty thousand dollars ($350,000)" with "five hundred ten thousand dollars ($510,000)."
4. Change
in Control Benefit. Section 6(a)(i) of the Employment Agreement is hereby amended and modified to replace the reference to "two
times" with "three times" and Section 6(a)(ii) is hereby amended and modified to replace the reference to "two (2)
years" with "three (3) years."
5. Effective
Date. This Amendment No. 1 to the Employment Agreement shall be effective as of October 1, 2021.
6. Ratification
of Employment Agreement. In all other respects, the Employment Agreement, as amended above, is hereby ratified and confirmed by
the parties thereto. All other provisions of the Employment Agreement shall remain in full force and effect as amended hereby.
[signature page follows]
IN WITNESS WHEREOF,
the parties, each intending to be legally bound, have executed the Amendment as of the date, month and year first above written.
|
ATTEST:
|
|
CODORUS VALLEY BANCORP, INC.
|
|
|
|
|
|
|
|
|
|
/s/ Timothy J. Nieman
|
|
By: /s/ Larry J. Miller
|
|
Secretary
|
|
|
|
|
|
|
|
ASSEST:
|
|
PEOPLESBANK,
|
|
|
|
A CODORUS VALLEY COMPANY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Timothy J. Nieman
|
|
By: /s/ Larry J. Miller
|
|
Secretary
|
|
|
|
|
|
|
|
WITNESS:
|
|
|
|
|
|
|
|
/s/ Timothy J. Nieman
|
|
/s/ Craig L. Kauffman
|
|
|
|
Craig L. Kauffman
|
|
|
|
Executive
|
|
|
|
|
|
|
|
|
Exhibit 99.1
|
FOR IMMEDIATE RELEASE
|
CONTACT: ir@peoplesbanknet.com
|
CODORUS VALLEY BANCORP, INC. APPOINTS CRAIG L.
KAUFFMAN AS PRESIDENT AND CEO EFFECTIVE OCTOBER 1, 2021
Larry J. Miller to Serve as Executive Chair through
Dec. 31, 2021
YORK, PA, September 15, 2021 – Codorus
Valley Bancorp, Inc. (Nasdaq: CVLY) (“the Company”), parent company of PeoplesBank, A Codorus Valley Company (“PeoplesBank”),
today announced that as part of the Company’s long-term succession plan, the Board of Directors has appointed Craig L. Kauffman
President and CEO of the Company effective October 1, 2021. Mr. Kauffman will succeed Larry J. Miller, who served the Company as President
and CEO since 1986. Mr. Miller will serve as Executive Chair of the Company and will continue in his role as Executive Chair of PeoplesBank
until December 31, 2021.
Mr. Kauffman is currently the Executive Vice
President and Chief Operating Officer of the Company and has been a member of the Board of Directors since 2019. Mr. Kauffman has also
served as the President, Chief Executive Officer and a director of PeoplesBank since 2018. Prior to joining the Company in 2018, Mr. Kauffman
served as Regional President of BB&T Bank and held various executive positions with Susquehanna Bank, PNC Bank and Sterling Financial
Corporation. Mr. Kauffman earned a Bachelor of Science from Millersville University and a Master of Business Administration from the Pennsylvania
State University.
“Craig is a proven business leader and
strategic thinker, with a strong track record in the banking and financial services sector,” said Cynthia Dotzel, CPA, Vice Chair
and Lead Director of the Board. “We are confident in his ability to lead the Company in its next phase of growth.”
The Company and PeoplesBank are thankful for
Mr. Miller’s lifetime of service and leadership. Mr. Miller joined PeoplesBank in 1971 as a Management Trainee and became President
and CEO of PeoplesBank in 1981, and President and CEO of the Company in 1986 when it was formed. Over his tenure as CEO, PeoplesBank’s
asset value grew from $55 million to now over $2 billion.
“Over the last 50 years, Larry has helped
build our company into what it is today. He oversaw substantial growth in assets and geographic expansion and has left us well-positioned
to capitalize on an abundance of opportunities in an economically strong market,” added Ms. Dotzel. “We are sincerely grateful
for his dedicated, remarkable career in service to the bank’s clients, employees, and the community of York County.”
ABOUT CODORUS VALLEY BANCORP, INC.
Codorus Valley Bancorp, Inc. is the largest
independent financial services holding company headquartered in York, Pennsylvania. Codorus Valley primarily operates through its financial
services subsidiary, PeoplesBank, A Codorus Valley Company. PeoplesBank offers a full range of consumer, business, wealth management,
and mortgage services at financial centers located in communities throughout South Central Pennsylvania and Central Maryland. Additional
information can be found on PeoplesBank’s website at www.peoplesbanknet.com. Codorus Valley Bancorp, Inc.’s Common
Stock is listed on the NASDAQ Global Market under the symbol CVLY.