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): June 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)

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 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

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 June 30, 2020, and in connection with the previously disclosed appointment of Andrew W. Hasley to President and Chief Executive Officer of Standard AVB Financial Corp. (the “Company”) and Standard Bank, PaSB (the “Bank”) effective July 1, 2020 and the previously disclosed appointment of Timothy K. Zimmerman to Senior Executive Vice President and Chief Operating Officer of the Company and Bank effective July 1, 2020, the Bank, in consultation with an independent compensation consultant, entered into an amendment (together, the “Amendments”) to the supplemental executive retirement agreements, dated as of December 31, 2018, (together, the “SERPs”) previously entered into with each of Messrs. Hasley and Zimmerman.  Under the terms of the Amendments, the Bank’s annual contribution to each SERP, commencing December 31, 2020, will be an amount equal to: (i) five percent (5%) of the Executive’s base salary, plus (ii) an additional discretionary contribution that is targeted to be fifteen percent (15%) of the Executive’s base salary (for a total target of twenty percent (20%) of base salary).

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

10.2

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: June 30, 2020
By:  
 /s/ Timothy K. Zimmerman
   
Timothy K. Zimmerman
   
Chief Executive Officer

EXHIBIT 10.1


AMENDMENT NUMBER ONE
TO THE
SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT
FOR
TIMOTHY K. ZIMMERMAN

This Amendment Number One (the “Amendment”) to the Supplemental Executive Retirement Agreement, dated as of December 31, 2018, (the “SERP”) by and between Standard Bank, PaSB (the “Bank”) and Timothy K. Zimmerman (the “Executive”) is entered into as of June 30, 2020.  Capitalized terms which are not defined herein shall have the same meaning as set forth in the SERP.

W I T N E S E T H:

WHEREAS, in connection with the appointment of the Executive to Senior Executive Vice President and Chief Operating Officer of Standard AVB Financial Corp. and the Bank effective as of July 1, 2020, the Bank wishes to amend the annual Bank contribution to the SERP; and

WHEREAS, pursuant to Section 7.1 of the SERP, the Bank and Executive may mutually agree to amend the SERP in whole or in part.

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 SERP is hereby amended as follows:
Section 1.  Annual Credits to Account.  The first sentence of Section 2.2 of the SERP is hereby amended and restated in its entirety to read as follows:

“The Bank shall credit Executive’s Account, as of the last day of each calendar year commencing on December 31, 2020 (the “Contribution Date”), an amount equal to: (i) five percent (5%) of the Executive’s base salary, plus (ii) an additional discretionary contribution that is targeted to be fifteen percent (15%) of the Executive’s base salary (for a total target of twenty percent (20%) of base salary), with the amount of the discretionary contribution determined by the Compensation and Personnel Committee of the Bank’s Board of Directors.”

Section 2.  Continuation of SERP.  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 or obligations contained in the SERP, including all prior annual credits to the Account, all of which are ratified and affirmed in all respects and shall continue in full force and effect and shall be otherwise unaffected.

Section 3.  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 4.  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.

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

STANDARD BANK, PaSB



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


TIMOTHY K. ZIMMERMAN



 /s/ Timothy K. Zimmerman

EXHIBIT 10.2


AMENDMENT NUMBER ONE
TO THE
SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT
FOR
ANDREW W. HASLEY

This Amendment Number One (the “Amendment”) to the Supplemental Executive Retirement Agreement, dated as of December 31, 2018, (the “SERP”) by and between Standard Bank, PaSB (the “Bank”) and Andrew W. Hasley (the “Executive”) is entered into as of June 30, 2020.  Capitalized terms which are not defined herein shall have the same meaning as set forth in the SERP.

W I T N E S E T H:

WHEREAS, in connection with the appointment of the Executive to President and Chief Executive Officer of Standard AVB Financial Corp. and the Bank effective as of July 1, 2020, the Bank wishes to amend the annual Bank contribution to the SERP; and

WHEREAS, pursuant to Section 7.1 of the SERP, the Bank and Executive may mutually agree to amend the SERP in whole or in part.

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 SERP is hereby amended as follows:
Section 1.  Annual Credits to Account.  The first sentence of Section 2.2 of the SERP is hereby amended and restated in its entirety to read as follows:

“The Bank shall credit Executive’s Account, as of the last day of each calendar year commencing on December 31, 2020 (the “Contribution Date”), an amount equal to: (i) five percent (5%) of the Executive’s base salary, plus (ii) an additional discretionary contribution that is targeted to be fifteen percent (15%) of the Executive’s base salary (for a total target of twenty percent (20%) of base salary), with the amount of the discretionary contribution determined by the Compensation and Personnel Committee of the Bank’s Board of Directors.”

Section 2.  Continuation of SERP.  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 or obligations contained in the SERP, including all prior annual credits to the Account, all of which are ratified and affirmed in all respects and shall continue in full force and effect and shall be otherwise unaffected.

Section 3.  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 4.  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.

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

STANDARD BANK, PaSB



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


ANDREW W. HASLEY



  /s/ Andrew W. Hasley