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): December 19, 2019
THE COMMUNITY FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
| Maryland | 001-36094 | 52-1652138 |
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
3035 Leonardtown Road, Waldorf, Maryland 20601
(Address of principal executive offices) (Zip Code)
(301) 645-5601
(Registrant’s telephone number, including area code)
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:
| ¨ | 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 Stock, par value $0.01 per share | TCFC | 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 December 19, 2019, the Compensation Committee of the Community Bank of the Chesapeake (the “Bank”), the wholly owned subsidiary of The Community Financial Corporation, elected to extend, through December 31, 2020, the consulting agreement the Bank entered into with James F. Di Misa on April 1, 2019. Mr. Di Misa’s consulting agreement was amended to reduce the consulting fee provided under the agreement to $70,000 annually.
The foregoing description of the amendment is a summary and it is qualified in its entirety by the amendment to the consulting agreement filed as Exhibit 10.1 hereto which is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits |
| Number | Description |
| 10.1 | December 19, 2019 Amendment to the Consulting Agreement by and between Community Bank of the Chesapeake and James F. Di Misa, dated April 1, 2019. |
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.
| THE COMMUNITY FINANCIAL CORPORATION | |||
| (Registrant) | |||
| Date: December 23, 2019 | By: | /s/ William J. Pasenelli | |
| William J. Pasenelli | |||
| President and Chief Executive Officer | |||
Exhibit 10.1
AMENDMENT 1 TO THE CONSULTING AGREEMENT
BY AND BETWEEN
COMMUNITY BANK OF THE CHESAPEAKE AND JAMES F. DI MISA
This amendment to the Consulting Agreement by and between Community Bank of the Chesapeake (the “Bank”) and James F. Di Misa (the “Consultant”) is made effective as of December 19, 2019 (the “Amendment 1”).
WHEREAS, the Bank entered into a nine-month Consulting Agreement with the Consultant dated April 1, 2019 (the “Agreement”); and
WHEREAS, Section 1(a) of the Agreement provides the Bank may extend the term of the Agreement; and
WHEREAS, the Compensation Committee of the Board of Directors of the Bank reviewed the Agreement and the need for the Consultant's services and elected to extend the Agreement through December 31, 2020; and
WHEREAS, in connection with the extension through December 31, 2020, the Bank agreed to reduce the Consulting Fee (as such term is defined in the Agreement) to $70,000.
NOW, THEREFORE:
| 1. | Section 2(a) of the Agreement is hereby amended to replace the reference to $140,000 with $70,000. |
| 2. | All other provisions of the Agreement will remain in full force and effect. |
| 3. | The term of the Agreement is extended through December 31, 2020. |
IN WITNESS WHEREOF, the Bank has caused this Amendment 1 to be executed by its duly authorized representative and Consultant has signed this Amendment 1 effective as of the date first above written.
COMMUNITY BANK OF THE CHESAPEAKE
| By: | /s/ William J. Pasenelli | |
| William J. Pasenelli | ||
CONSULTANT
| By: | /s/ James F. Di Misa | |
| James F. Di Misa | ||