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): February 20, 2018

 

 

FIRST DEFIANCE FINANCIAL CORP.

(Exact name of registrant as specified in its charter)

 

OHIO 0-26850 34-1803915

(State or other jurisdiction of

incorporation)

(Commission File Number) (IRS Employer Identification
No.)

 

601 Clinton Street, Defiance, Ohio 43512

(Address of principal executive offices) (Zip Code)

 

 

Registrant’s telephone number, including area code: (419) 782-5015

 

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))

 

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. ¨

 

 

 

 

 

  

Section 5 – Corporate Governance and Management

 

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

 

(e) On February 20, 2018, the Compensation Committee of the Board of Directors of First Defiance Financial Corp. (“First Defiance”) approved an amendment to the employment agreement for each of Donald P. Hileman and Kevin T. Thompson. The amendment to each of the employment agreements extends the term from December 31, 2017 to December 31, 2018.

 

A copy of the amendment to Mr. Hileman and Mr. Thompson’s employment agreements is attached hereto as Exhibits 10.1 and 10.2, respectively, and each is incorporated herein by reference. The other terms of Mr. Hileman and Mr. Thompson’s employment agreements remain unchanged and are incorporated herein by reference to Exhibits 10.1 and 10.2, respectively, of the Form 8-K filed by First Defiance on December 30, 2013.

 

Section 9 – Financial Statements and Exhibits.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit
Number


Description

   
10.1 First Amendment to Donald P. Hileman’s Employment Agreement
10.2 First Amendment to Kevin T. Thompson’s Employment Agreement

  

 

 

 

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.

 

 

  FIRST DEFIANCE FINANCIAL CORP.  
       
       
  By: /s/ Kevin T. Thompson  
    Kevin T. Thompson  
    Chief Financial Officer  
       
       
Date: February 23, 2018      

 

 

 

Exhibit 10.1

 

FIRST AMENDMENT TO THE

EMPLOYMENT AGREEMENT AMONG

FIRST DEFIANCE FINANCIAL CORP., FIRST FEDERAL BANK OF THE MIDWEST

AND DONALD P. HILEMAN

 

 

This First Amendment (this “Amendment”) to the Employment Agreement (the “Agreement”) by and between First Defiance Financial Corp. (“First Defiance”), First Federal Bank of the Midwest (“First Federal”), and Donald P. Hileman (the “Executive”) dated January 1, 2014 is entered into to be effective as of December 31, 2017.

 

WHEREAS , pursuant to Section 12 of the Agreement, the parties may modify the Agreement by a written instrument duly executed by each party; and

 

WHEREAS , the parties desire to amend the Agreement to extend the term and clarify certain definitions therein;

 

NOW, THEREFORE , in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby mutually acknowledged, the parties hereby agree to amend the Agreement, effective as of the date set forth above, as follows:

 

1. Section 2(b) of the Agreement is hereby amended by deleting the last sentence thereof and replacing it with the following:

 

Notwithstanding the foregoing, no Term shall extend past December 31, 2018.

 

2. The parties to the Agreement agree to clarify that the term “Bonus” as defined in Section 3(a) of the Agreement means only annual cash bonuses, including the annual payment made to the Executive under the short term incentive plan.

  

 

[SIGNATURE PAGE FOLLOWS]

  

 

 

 

IN WITNESS WHEREOF , this Amendment has been executed on February 20, 2018 to be effective as of the date first above written.

 

 

Attest:    FIRST DEFIANCE FINANCIAL CORP.  
         
/s/ Danielle Figley By: /s/ William J. Small
    Name: William J. Small  
    Title: Chairman  
         
Attest:   FIRST FEDERAL BANK OF THE MIDWEST
         
/s/ Danielle Figley By: /s/ William J. Small
    Name: William J. Small  
    Title: Chairman  
         
Witness:        
         
/s/ Danielle Figley /s/ Donald P. Hileman  
    Donald P. Hileman  

 

 

 

 

Exhibit 10.2 

 

FIRST AMENDMENT TO THE

EMPLOYMENT AGREEMENT AMONG

FIRST DEFIANCE FINANCIAL CORP., FIRST FEDERAL BANK OF THE MIDWEST

AND KEVIN T. THOMPSON

 

 

This First Amendment (this “Amendment”) to the Employment Agreement (the “Agreement”) by and between First Defiance Financial Corp. (“First Defiance”), First Federal Bank of the Midwest (“First Federal”), and Kevin T. Thompson (the “Executive”) dated January 1, 2014 is entered into to be effective as of December 31, 2017.

 

WHEREAS , pursuant to Section 12 of the Agreement, the parties may modify the Agreement by a written instrument duly executed by each party; and

 

WHEREAS , the parties desire to amend the Agreement to extend the term and clarify certain definitions therein;

 

NOW, THEREFORE , in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby mutually acknowledged, the parties hereby agree to amend the Agreement, effective as of the date set forth above, as follows:

 

3. Section 2(b) of the Agreement is hereby amended by deleting the last sentence thereof and replacing it with the following:

 

Notwithstanding the foregoing, no Term shall extend past December 31, 2018.

 

4. The parties to the Agreement agree to clarify that the term “Bonus” as defined in Section 3(a) of the Agreement means only annual cash bonuses, including the annual payment made to the Executive under the short term incentive plan.

 

 

[SIGNATURE PAGE FOLLOWS]

 

 

 

 

IN WITNESS WHEREOF , this Amendment has been executed on February 20, 2018 to be effective as of the date first above written.

 

 

Attest:    FIRST DEFIANCE FINANCIAL CORP.  
         
/s/ Danielle Figley By: /s/ William J. Small
    Name: William J. Small  
    Title: Chairman  
         
Attest:   FIRST FEDERAL BANK OF THE MIDWEST
         
/s/ Danielle Figley By: /s/ William J. Small
    Name: William J. Small  
    Title: Chairman  
         
Witness:        
         
/s/ Donald P. Hileman /s/ Kevin T. Thompson  
    Kevin T. Thompson