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): April 30, 2020

STANDARD AVB FINANCIAL CORP.
(Exact Name of Registrant as Specified in its Charter)

Maryland
 
001-34893
 
27-3100949
(State or Other Jurisdiction
of Incorporation)
 
(Commission File No.)
 
(I.R.S. Employer
Identification No.)

2640 Monroeville Boulevard, Monroeville, Pennsylvania
 
15146
(Address of Principal Executive Offices)
 
(Zip Code)

Registrant’s telephone number, including area code: (412) 856-0363

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Securities registered or to be registered pursuant to Section 12(b) of the Act.

Title of each class
Trading
Symbol(s)
Name of each exchange on which registered
Common Stock, $0.01 par value
STND
The NASDAQ Stock Market LLC

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))

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. ☐

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

On April 30, 2020, Standard AVB Financial Corp. (the “Company”) and Standard Bank, PaSB (the “Bank”), the wholly owned subsidiary of the Company, entered into an amendment to the employment agreements (together, the “Amendments”) with each of Timothy K. Zimmerman, Chief Executive Officer of the Company and Bank, and Andrew W. Hasley, President of the Company and Bank.  Under the terms of the Amendments, which are effective as of July 1, 2020,  Mr. Hasley will be appointed President and Chief Executive Officer of the Company and the Bank with a base salary of $370,000 and Mr. Zimmerman will be appointed Senior Executive Vice President and Chief Operating Officer of the Company and the Bank with a base salary of $325,000.

The foregoing description of the Amendments does not purport to be complete and is qualified in its entirety by reference to the Amendments which are attached hereto as Exhibits 10.1 and 10.2 of this Current Report on Form 8-K and are incorporated by reference into this Item 5.02.

Item 9.01 Financial Statements and Exhibits

(a)
       Financial Statements of Businesses Acquired.  Not applicable.

(b)
Pro Forma Financial Information.  Not applicable.

(c)
       Shell Company Transactions.  Not applicable.

(d)
Exhibits.

Exhibit No. Description

10.1 Amendment to Employment Agreement for Timothy K. Zimmerman
10.2 Amendment to Employment Agreement for Andrew W. Hasley

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 hereunto duly authorized.



   
STANDARD AVB FINANCIAL CORP.
 
 
DATE: May 5, 2020
By:  
 /s/ Timothy K. Zimmerman
   
Timothy K. Zimmerman
   
Chief Executive Officer

EXHIBIT 10.1


AMENDMENT NUMBER ONE
TO THE
EMPLOYMENT AGREEMENT WITH TIMOTHY K. ZIMMERMAN

This Amendment Number One (the “Amendment”) to the employment agreement, dated as of January 25, 2018, (the “Agreement”) by and between Standard AVB Financial Corp., a Maryland corporation (the “Company”),  Standard Bank, PaSB, a Pennsylvania state-chartered savings bank (the “Bank”) and Timothy K. Zimmerman (the “Executive”) is entered into as of April 30, 2020.  Capitalized terms which are not defined herein shall have the same meaning as set forth in the Agreement.

W I T N E S S E T H:

WHEREAS, the Executive is currently employed as the Chief Executive Officer of the Company and Bank pursuant to the terms of the Employment Agreement; and

WHEREAS, Section 1 of the Employment Agreement provides that the Executive shall serve as Chief Executive Officer of the Company and Bank until June 30, 2020 and thereafter the Executive’s title shall be as mutually agreed to by the parties; and

WHEREAS, the Company, Bank and the Executive desire to amend Section 1 of the Agreement to specify the Executive’s title effective as of July 1, 2020 and to provide a new level of Base Salary; and

WHEREAS, Section 15(a) of the Agreement provides that the Agreement may be amended.
NOW, THEREFORE, in consideration of the premises, the mutual agreements herein set forth and such other consideration the sufficiency of which is hereby acknowledged, the Agreement is hereby amended as follows:
Section 1.  Title.  Notwithstanding anything in the Employment Agreement to the contrary, effective as of July 1, 2020, all references in the Employment Agreement to “Chief Executive Officer” are hereby amended and replaced with “Senior Executive Vice President and Chief Operating Officer.”

Section 2.  Base Salary.  Notwithstanding anything in the Employment Agreement to the contrary, effective as of July 1, 2020, the Executive’s Base Salary is $325,000.

Section 3.  Acknowledgement.  By executing and agreeing to this Amendment, Executive hereby acknowledges and agrees that the change in title and base salary reflected in Section 1 above, and the resultant change in Executive’s duties and responsibilities, which changes are effective as July 1, 2020, do not constitute a “Good Reason” for Executive’s resignation under

Section 4(a)(ii)(A) of the Employment Agreement, and do not entitle Executive to the payments and benefits set forth in either Section 4(b) of the Employment Agreement.

Section 4.  Continuation of Employment Agreement.  Except as expressly set forth herein, this Amendment shall not by implication or otherwise alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Employment Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect and shall be otherwise unaffected.

Section 5.  Governing Law.  This Amendment and the rights and obligations hereunder shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania.

Section 6.  Counterparts.  This Amendment may be executed in any number of counterparts, each of which shall for all purposes be deemed an original, and all of which together shall constitute but one and the same instrument.

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IN WITNESS WHEREOF, the Company, Bank and the Executive have duly executed this Amendment as of the day and year first written above.

STANDARD AVB FINANCIAL CORP.



By:  /s/ Terence L. Graft
        Terence L. Graft
        Chairman of the Board of Directors

STANDARD BANK



By:  /s/ Terence L. Graft
        Terence L. Graft
        Chairman of the Board of Directors

TIMOTHY K. ZIMMERMAN



 /s/ Timothy K. Zimmerman

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EXHIBIT 10.2


AMENDMENT NUMBER ONE
TO THE
EMPLOYMENT AGREEMENT WITH ANDREW W. HASLEY

This Amendment Number One (the “Amendment”) to the employment agreement, dated as of January 25, 2018, (the “Agreement”) by and between Standard AVB Financial Corp., a Maryland corporation (the “Company”),  Standard Bank, PaSB, a Pennsylvania state-chartered savings bank (the “Bank”) and Andrew W. Hasley (the “Executive”) is entered into as of April 30, 2020.  Capitalized terms which are not defined herein shall have the same meaning as set forth in the Agreement.

W I T N E S S E T H:

WHEREAS, the Executive is currently employed as the President of the Company and Bank pursuant to the terms of the Employment Agreement; and

WHEREAS, Section 1 of the Employment Agreement provides that the Executive shall serve as President of the Company and Bank until the earlier of June 30, 2020 or the date Timothy K. Zimmerman ceases to be Chief Executive Officer of the Company and Bank and thereafter the Executive’s title shall be President and Chief Executive Officer of the Company and Bank; and

WHEREAS, the Company, Bank and the Executive desire to amend Section 1 of the Agreement to specify the Executive’s title effective as of July 1, 2020 and to provide a new level of Base Salary; and

WHEREAS, Section 15(a) of the Agreement provides that the Agreement may be amended.
NOW, THEREFORE, in consideration of the premises, the mutual agreements herein set forth and such other consideration the sufficiency of which is hereby acknowledged, the Agreement is hereby amended as follows:
Section 1.  Title.  Notwithstanding anything in the Employment Agreement to the contrary, effective as of July 1, 2020, all references in the Employment Agreement to “President” are hereby amended and replaced with “President and Chief Executive Officer.”

Section 2.  Base Salary.  Notwithstanding anything in the Employment Agreement to the contrary, effective as of July 1, 2020, the Executive’s Base Salary is $370,000.

Section 3.  Acknowledgement.  By executing and agreeing to this Amendment, Executive hereby acknowledges and agrees that the change in title and base salary reflected in Section 1 above, and the resultant change in Executive’s duties and responsibilities, which changes are effective as July 1, 2020, do not constitute a “Good Reason” for Executive’s resignation under
Section 4(a)(ii)(A) of the Employment Agreement, and do not entitle Executive to the payments and benefits set forth in either Section 4(b) of the Employment Agreement.

Section 4.  Continuation of Employment Agreement.  Except as expressly set forth herein, this Amendment shall not by implication or otherwise alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Employment Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect and shall be otherwise unaffected.

Section 5.  Governing Law.  This Amendment and the rights and obligations hereunder shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania.

Section 6.  Counterparts.  This Amendment may be executed in any number of counterparts, each of which shall for all purposes be deemed an original, and all of which together shall constitute but one and the same instrument.

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IN WITNESS WHEREOF, the Company, Bank and the Executive have duly executed this Amendment as of the day and year first written above.

STANDARD AVB FINANCIAL CORP.



By:  /s/ Terence L. Graft
        Terence L. Graft
        Chairman of the Board of Directors

STANDARD BANK



By:  /s/ Terence L. Graft
        Terence L. Graft
        Chairman of the Board of Directors


ANDREW W. HASLEY



  /s/ Andrew W. Hasley

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