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 15, 2020
ACNB Corporation
(Exact name of Registrant as specified in its charter)
| Pennsylvania | 1-35015 | 23-2233457 | ||
|
(State or other
jurisdiction of incorporation) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
| 16 Lincoln Square, Gettysburg, PA | 17325 | |
| (Address of principal executive offices) | (Zip Code) |
| 717.334.3161 | ||
| (Registrant’s telephone number, including area code) | ||
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. ¨
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, $2.50 par value per share | ACNB | The NASDAQ Stock Market, LLC |
CURRENT REPORT ON FORM 8-K
| ITEM 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On June 15, 2020, the Boards of Directors of ACNB Corporation (the “Corporation”) and ACNB Bank (the “Bank”), upon the recommendation of the Compensation Committee of the Boards of Directors of the Corporation and the Bank, granted the Named Executive Officers of ACNB Corporation, all of whom are employed by ACNB Bank, awards of restricted stock (“Variable Equity Awards”) pursuant to the ACNB Bank Variable Compensation Plan and the ACNB Corporation 2018 Omnibus Stock Incentive Plan (the “Plans”). The form of ACNB Bank Variable Compensation Plan Restricted Stock Agreement for employees (the “Employee Award Agreement”) sets forth the material terms of a Variable Equity Award including the applicable time-based vesting terms, the treatment of unvested shares of restricted stock upon termination of employment, and the forfeiture restrictions in the event the recipient’s employment with ACNB Bank is terminated.
| Name | Title |
Shares
of
Restricted Stock Awarded |
| James P. Helt | President & Chief Executive Officer | 1,857.3405 |
| David W. Cathell | Executive Vice President/Treasurer & Chief Financial Officer | 1,106.5007 |
| Lynda L. Glass | Executive Vice President/Secretary & Chief Governance Officer | 1,177.6329 |
Subject to earlier forfeiture or accelerated vesting under circumstances described in the Employee Award Agreement, one-third (1/3) of the recipient’s Variable Equity Award shall be 100% vested as of the date of grant, with the next one-third (1/3) 100% vested as of January 1, 2021, and the final one-third (1/3) 100% vested as of January 1, 2022.
In addition, on June 15, 2020, the Boards of Directors of the Corporation and the Bank, upon the recommendation of the Compensation Committee of the Boards of Directors of the Corporation and the Bank, granted Variable Equity Awards of 500 shares of restricted stock to each of the eligible non-employee directors of the Corporation and the Bank pursuant to the Plans. The form of ACNB Bank Variable Compensation Plan Restricted Stock Agreement for non-employee directors (the “Director Award Agreement”) sets forth the material terms of a Variable Equity Award including the applicable time-based vesting terms, the treatment of unvested shares of restricted stock upon termination of board service, and the forfeiture restrictions in the event of termination of board service. Subject to earlier forfeiture or accelerated vesting under circumstances described in the Director Award Agreement, one-third (1/3) of the recipient’s Variable Equity Award shall be 100% vested as of the date of grant, with the next one-third (1/3) 100% vested as of January 1, 2021, and the final one-third (1/3) 100% vested as of January 1, 2022.
The Variable Equity Awards are subject to the terms of the Plans and the terms of each recipient’s Employee Award Agreement or Director Award Agreement, as applicable. The ACNB Bank Variable Compensation Plan, the ACNB Corporation 2018 Omnibus Stock Incentive Plan, the form of Employee Award Agreement, and the form of Director Award Agreement are filed herewith as Exhibits 99.1, 99.2, 99.3 and 99.4, respectively, and incorporated herein by reference.
| ITEM 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
EXHIBIT INDEX
EXHIBIT NO.
| 99.2 | ACNB Corporation 2018 Omnibus Stock Incentive Plan. (Incorporated by reference to Exhibit A of the Registrant’s Proxy Statement on Schedule 14A, filed with the Commission on March 27, 2018.) |
| 99.3 | Form of ACNB Bank Variable Compensation Plan Restricted Stock Agreement for Employees dated as of June 15, 2020. |
| 99.4 | Form of ACNB Bank Variable Compensation Plan Restricted Stock Agreement for Non-Employee Directors dated as of June 15, 2020. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned, thereunto duly authorized.
| ACNB CORPORATION | ||
| (Registrant) | ||
| Dated: June 19, 2020 | /s/ Lynda L. Glass | |
| Lynda L. Glass | ||
| Executive Vice President/ | ||
| Secretary & Chief Governance Officer |
Exhibit 99.3
ACNB BANK
VARIABLE COMPENSATION PLAN
RESTRICTED STOCK AGREEMENT
THIS AGREEMENT, dated as of June 15, 2020 (“Grant Date”), by and among ACNB Bank (“Bank”), ACNB Corporation (“Corporation”), and (“Participant”), is entered into as follows:
WHEREAS, the Bank is a wholly-owned subsidiary of the Corporation;
WHEREAS, the Corporation established the ACNB Corporation 2018 Omnibus Stock Incentive Plan effective March 20, 2018 (“2018 Omnibus Stock Incentive Plan”), which 2018 Omnibus Stock Incentive Plan is hereby incorporated herein by reference and made a part hereof;
WHEREAS, the Bank has established the ACNB Bank Variable Compensation Plan (“Variable Compensation Plan”), which Variable Compensation Plan is hereby incorporated herein by reference and made a part hereof;
WHEREAS, the Participant is an employee of the Bank; and,
WHEREAS, the Compensation Committee of the Boards of Directors of the Bank and the Corporation (“Committee”) determined that it is in the best interest of the Bank and the Corporation to grant and award to the Participant a Variable Equity Award under the Variable Compensation Plan equal to __________ shares of common stock of ACNB Corporation (“Stock”), pursuant to the 2018 Omnibus Stock Incentive Plan and subject to the restrictions stated below.
NOW, THEREFORE, intending to be legally bound, the parties hereby agree as follows:
1. Grant of Stock/Variable Equity Award. Subject to the terms and conditions of this Agreement, the 2018 Omnibus Stock Incentive Plan, and the Variable Compensation Plan, the Corporation hereby grants to the Participant ______________ shares of Stock (“Variable Equity Award”). The Variable Equity Award under this Agreement shall be granted under the 2018 Omnibus Stock Incentive Plan.
2. Vesting Schedule. The interest of the Participant in the Stock subject to the Variable Equity Award shall vest as follows:
One-third (1/3) of the Participant’s Variable Equity Award shall be 100% vested as of the Grant Date, with the next one-third (1/3) 100% vested as of January 1, 2021, and the final one-third (1/3) 100% vested as of January 1, 2022.
Vesting will automatically accelerate upon the occurrence of the events specified in, and in accordance with the provisions of, Section 15 of the 2018 Omnibus Stock Incentive Plan. Further, the Participant shall become fully vested in the Variable Equity Award upon (i) the
Participant’s death or disability; or, (ii) the Participant’s retirement from service at the Bank or the Corporation at or after age 62.
3. Restrictions. The Stock or rights granted hereunder may not be sold, assigned, transferred, exchanged, pledged, hypothecated, encumbered or otherwise disposed of except as permitted by the Plan or the Variable Equity Award and in no case until the later of (i) the date the Stock becomes vested in accordance with Section 2 or (ii) six (6) months from the Grant Date. The period of time between the date hereof and the later of (i) the date which the Stock becomes vested or (ii) six (6) months from the Grant Date is referred to herein as the “Restriction Period”.
4. Forfeiture.
The unvested Variable Equity Award subject to the provisions of this Agreement shall
be forfeited upon the occurrence of the events specified in, and in accordance with the provisions of, Section 24 of the
2018 Omnibus Stock Incentive Plan. Further, if the Participant’s employment with the Bank is terminated by the Bank or voluntarily
by the Participant, the Stock subject to the provisions of this Agreement which has not vested at the time of the Participant’s
termination of employment shall be forfeited by the Participant and transferred back to the Corporation.
5. Uncertificated. The Stock granted pursuant to the Plan shall be uncertificated and held in a book-entry account in the name of the Participant.
6. Participant Shareholder Rights. During the Restriction Period, the Participant shall have all the rights of a shareholder with respect to the Stock except for the right to transfer the Stock, as set forth in Section 3.
7. Changes in Stock. This Variable Equity Award, including the number of Shares subject to the Variable Equity Award, will be adjusted upon the occurrence of the events specified in, and in accordance with the provisions of, Section 23 of the 2018 Omnibus Stock Incentive Plan.
8. Clawback. In the event that the Corporation or the Bank is required to prepare an accounting restatement because of the material noncompliance of the Corporation or the Bank with any financial reporting requirement and, if within the previous three (3) years from the date of the restatement, a Participant received a Variable Equity Award under this Agreement based upon the erroneous data, the Participant shall return and refund to the Corporation or the Bank the excess of what would have been paid to the Participant under the accounting restatement. In the event that the Corporation or the Bank is required to prepare an accounting restatement because of a Participant’s misconduct or fraudulent activity, then the Participant shall return and refund to the Corporation or the Bank the entire Variable Equity Award received based upon the erroneous data.
9. Taxes. The Participant shall be liable for any and all taxes, including withholding taxes, arising out of this Variable Equity Award or the vesting of Stock hereunder. The Participant hereby authorizes the Bank to withhold the appropriate taxes from the Participant’s wages.
10. Miscellaneous.
(a) The Corporation shall not be required (i) to transfer on its books any shares of Stock which shall have been sold or transferred in violation of any of the provisions set forth in this Agreement, or (ii) to treat as owner of such shares or to accord the right to vote as such owner or to pay dividends to any transferee to whom such shares shall have been so transferred.
(b) The parties agree to execute such further instruments and to take such action as may reasonably be necessary to carry out the intent of this Agreement.
(c) Any notice required or permitted hereunder shall be given in writing and shall be deemed effective upon delivery to the Participant at his or her address on file with the Bank.
(d) Neither the 2018 Omnibus Stock Incentive Plan, the Variable Compensation Plan, nor this Agreement shall be construed so as to grant the Participant any right to employment or to remain in the employ of the Bank or the Corporation, as applicable.
| ATTEST: | ACNB CORPORATION | |
| ATTEST: | ACNB BANK | |
| WITNESS: | ||
| Participant |
Exhibit 99.4
ACNB BANK
VARIABLE COMPENSATION PLAN
RESTRICTED STOCK AGREEMENT
THIS AGREEMENT, dated as of June 15, 2020 (“Grant Date”), by and among ACNB Bank (“Bank”), ACNB Corporation (“Corporation”), and (“Participant”), is entered into as follows:
WHEREAS, the Bank is a wholly-owned subsidiary of the Corporation;
WHEREAS, the Corporation established the ACNB Corporation 2018 Omnibus Stock Incentive Plan effective March 20, 2018 (“2018 Omnibus Stock Incentive Plan”), which 2018 Omnibus Stock Incentive Plan is hereby incorporated herein by reference and made a part hereof;
WHEREAS, the Bank has established the ACNB Bank Variable Compensation Plan (“Variable Compensation Plan”), which Variable Compensation Plan is hereby incorporated herein by reference and made a part hereof;
WHEREAS, the Participant is a non-employee director of the Corporation and the Bank; and,
WHEREAS, the Compensation Committee of the Boards of Directors of the Bank and the Corporation (“Committee”) determined that it is in the best interest of the Bank and the Corporation to grant and award to the Participant a Variable Equity Award under the Variable Compensation Plan equal to 500 shares of common stock of ACNB Corporation (“Stock”), pursuant to the 2018 Omnibus Stock Incentive Plan and subject to the restrictions stated below.
NOW, THEREFORE, intending to be legally bound, the parties hereby agree as follows:
1. Grant of Stock/Variable Equity Award. Subject to the terms and conditions of this Agreement, the 2018 Omnibus Stock Incentive Plan, and the Variable Compensation Plan, the Corporation hereby grants to the Participant 500 shares of Stock (“Variable Equity Award”). The Variable Equity Award under this Agreement shall be granted under the 2018 Omnibus Stock Incentive Plan.
2. Vesting Schedule. The interest of the Participant in the Stock subject to the Variable Equity Award shall vest as follows:
One-third (1/3) of the Participant’s Variable Equity Award shall be 100% vested as of the Grant Date, with the next one-third (1/3) 100% vested as of January 1, 2021, and the final one-third (1/3) 100% vested as of January 1, 2022.
Vesting will automatically accelerate upon the occurrence of the events specified in, and in accordance with the provisions of, Section 15 of the 2018 Omnibus Stock Incentive Plan. Further, the Participant shall become fully vested in the Variable Equity Award upon (i) the Participant’s death or disability; (ii) the Participant’s retirement from service on the Boards of Directors of the Corporation and the Bank at or after age 72; or, (iii) the Participant’s service on
the Boards of Directors of the Corporation and the Bank is terminated by the Corporation and the Bank for any reason other than he or she has engaged in fraud, embezzlement, theft, commission of a felony, or dishonesty and such action has damaged the Corporation or its affiliates, as the case may be, or that the Participant has disclosed trade secrets of the Corporation or its affiliates.
3. Restrictions. The Stock or rights granted hereunder may not be sold, assigned, transferred, exchanged, pledged, hypothecated, encumbered or otherwise disposed of except as permitted by the Plan or the Variable Equity Award and in no case until the later of (i) the date the Stock becomes vested in accordance with Section 2 or (ii) six (6) months from the Grant Date. The period of time between the date hereof and the later of (i) the date which the Stock becomes vested or (ii) six (6) months from the Grant Date is referred to herein as the “Restriction Period”.
4. Forfeiture. The unvested Variable Equity Award subject to the provisions of this Agreement shall be forfeited upon the occurrence of the events specified in, and in accordance with the provisions of, Section 24 of the 2018 Omnibus Stock Incentive Plan. Further, if the Participant’s service on the Boards of Directors of the Corporation and the Bank is terminated (i) by the Corporation and the Bank, except as provided in Section 2 above, or (ii) voluntarily by the Participant and not at the request of the Corporation or the Bank, the Stock subject to the provisions of this Agreement which has not vested at the time of the Participant’s termination of service shall be forfeited by the Participant and transferred back to the Corporation.
5. Uncertificated. The Stock granted pursuant to the Plan shall be uncertificated and held in a book-entry account in the name of the Participant.
6. Participant Shareholder Rights. During the Restriction Period, the Participant shall have all the rights of a shareholder with respect to the Stock except for the right to transfer the Stock, as set forth in Section 3.
7. Changes in Stock. This Variable Equity Award, including the number of Shares subject to the Variable Equity Award, will be adjusted upon the occurrence of the events specified in, and in accordance with the provisions of, Section 23 of the 2018 Omnibus Stock Incentive Plan.
8. Clawback. In the event that the Corporation or the Bank is required to prepare an accounting restatement because of the material noncompliance of the Corporation or the Bank with any financial reporting requirement and, if within the previous three (3) years from the date of the restatement, a Participant received a Variable Equity Award under this Agreement based upon the erroneous data, the Participant shall return and refund to the Corporation or the Bank the excess of what would have been paid to the Participant under the accounting restatement. In the event that the Corporation or the Bank is required to prepare an accounting restatement because of a Participant’s misconduct or fraudulent activity, then the Participant shall return and refund to the Corporation or the Bank the entire Variable Equity Award received based upon the erroneous data.
9. Taxes. The Participant shall be liable for any and all taxes arising out of this Variable Equity Award or the vesting of Stock hereunder.
10. Miscellaneous.
(a) The Corporation shall not be required (i) to transfer on its books any shares of Stock which shall have been sold or transferred in violation of any of the provisions set forth in this Agreement, or (ii) to treat as owner of such shares or to accord the right to vote as such owner or to pay dividends to any transferee to whom such shares shall have been so transferred.
(b) The parties agree to execute such further instruments and to take such action as may reasonably be necessary to carry out the intent of this Agreement.
(c) Any notice required or permitted hereunder shall be given in writing and shall be deemed effective upon delivery to the Participant at his or her address on file with the Corporation or the Bank.
(d) Neither the 2018 Omnibus Stock Incentive Plan, the Variable Compensation Plan, nor this Agreement shall be construed so as to grant the Participant any right to remain as a director of the Corporation or the Bank.
| ATTEST: | ACNB CORPORATION | |
| ATTEST: | ACNB BANK | |
| WITNESS: | ||
| Participant |