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): March 4, 2019

 

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.

 

Effective March 4, 2019, First Defiance Financial Corp. (“First Defiance”) and its wholly-owned subsidiary, First Federal Bank of the Midwest (the “Bank,” and together with First Defiance, the “Company”), entered into an amendment (the “Amendment”) with Donald P. Hileman to his employment agreement, dated December 20, 2018 (the “Employment Agreement”). The amendment was entered into in connection with the hiring of Vince J. Liuzzi as the President of the Bank, which hiring is described more fully below. The amendment modifies the Employment Agreement to reflect the fact that, as a result of Mr. Liuzzi’s hiring, Mr. Hileman will no longer serve as President of the Bank, although he will continue to serve as CEO of the Bank and President and CEO of First Defiance. Other than Mr. Hileman’s change in title at the Bank, the terms and conditions of the Employment Agreement remain unaffected. This description of the Amendment is qualified by reference to the text of the Amendment, which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.

 

Section 8 – Other Events

 

Item 8.01 Other Events.

 

On March 4, 2019, First Defiance announced that Vince J. Liuzzi, age 52, has been hired as President of the Bank. Prior to joining the Bank, Mr. Liuzzi was Executive Vice President, Chief Banking Officer of DNB First, N.A., Philadelphia, Pennsylvania, and Executive Vice President, Region President of Philadelphia for Wells Fargo & Company. The press release announcing his hiring is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

 

Section 9 – Financial Statements and Exhibits

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit Number   Description
10.1   Amendment to the Employment Agreement between First Defiance and Donald P. Hileman, effective March 4, 2019.
     
99.1   Company Press Release dated March 4, 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.

 

  FIRST DEFIANCE FINANCIAL CORP.  
       
       
  By: /s/ Donald P. Hileman  
    Donald P. Hileman, President and Chief Executive Officer  
       
       
Date:  March 6, 2019      

 

 

 

Exhibit 10.1

 

First Amendment to the

Employment Agreement

 

WHEREAS , First Defiance Financial Corp. (“First Defiance”) and First Federal Bank of the Midwest (“First Federal” and collectively with First Defiance, the “Companies”) entered into an Employment Agreement dated December 20, 2018 (the “Employment Agreement”) with Donald P. Hileman (the “Executive”);

 

WHEREAS , the Executive currently serves as President and Chief Executive Officer of both First Defiance and First Federal;

 

WHEREAS , the Employment Agreement permits the Executive to receive certain termination benefits if he quits for Good Reason, which includes any material change to his titles or offices without his express written consent;

 

WHEREAS , First Federal desires to split the role of President and Chief Executive Officer;

 

WHEREAS , the Executive wishes to consent to this change to his title;

 

NOW, THEREFORE , the Employment Agreement is hereby amended as follows:

 

1.                    Effective as of the date that another individual is appointed to serve as the President of First Federal, Executive shall serve as the President and Chief Executive Officer of First Defiance and as the Chief Executive Officer of First Federal.

 

2.                    Executive hereby consents to his removal as the President of First Federal and acknowledges that such change in his title and office will not provide him with Good Reason, as that term is defined under the Employment Agreement.

 

 

[signature page follows]

 

 

 

 

 

IN WITNESS WHEREOF , the parties have executed this Amendment. This Amendment shall be effective as of the date of the latest signature listed below.

 

Attest:  

First Defiance Financial Corp.

 
       
/s/ Janel Pardi   By: /s/ John L. Bookmyer  

  John L. Bookmyer  
         
Attest:   First Federal Bank of the Midwest  
   

 
/s/ Janel Pardi   By: /s/ John L. Bookmyer  
    John L. Bookmyer  
         
Attest  

 
       
/s/ Paul Nungester   By: /s/ Donald P. Hileman  
    Donald P. Hileman  

 

 

 

 

 

 

Exhibit 99.1

 

 

  NEWS RELEASE

 

 

Contact:

 

 

Donald P. Hileman

President and CEO

(419)782-5104

dhileman@first-fed.com

 

 

 

 

For Immediate Release

 

FIRST DEFIANCE FINANCIAL CORP. APPOINTS VINCE LIUZZI PRESIDENT OF FIRST FEDERAL BANK OF THE MIDWEST

 

DEFIANCE, OHIO (March 4, 2019) – First Defiance Financial Corp. (NASDAQ: FDEF) announced today the hiring of Vince Liuzzi, an industry veteran with more than 20 years of leadership experience in banking, as President of its subsidiary First Federal Bank of the Midwest.

 

As President, Liuzzi will be responsible for providing strategic leadership for the company by working with management to establish and direct the execution of long-term goals, strategies, plans and policies. He will also develop processes and programs to further optimize company performance while maintaining exceptional service for clients, communities and employees.

 

“As we focus our leadership to strengthen our ability to execute strategic initiatives, I couldn’t be more pleased with the appointment of Vince as the next President of First Federal Bank,” said Donald P. Hileman, President and Chief Executive Officer of First Defiance. “His professional experience and commitment to his community align well with our strategy and culture. His skills will support our mission to be a high-performing, community-focused financial institution.”

 

Liuzzi’s robust background includes overseeing retail banking, consumer and residential mortgage lending, small business banking, operations and technology divisions, as well as leading sales and marketing. In addition, Liuzzi has been very active in his community most recently serving on the board of directors for the Salvation Army of Greater Philadelphia; Catholic Social Services - Archdiocese of Philadelphia; County Economic Development Council, and Southern Chester County economic development steering committee.

 

“It is inspiring to join a financial institution that has a long history of strong financial performance and a forward-thinking approach to serving their clients and communities,” stated Liuzzi. “I look forward to using my experience and passion for community banking to keep the bank’s vision for the future moving forward.”

 

 

 

# # #

 

First Defiance Financial Corp.

 

First Defiance Financial Corp. (NASDAQ: FDEF), headquartered in Defiance, Ohio, is the holding company for First Federal Bank of the Midwest and First Insurance Group. First Federal Bank operates 44 full-service branches in northwest and central Ohio, southeast Michigan and northeast Indiana and a loan production office in Ann Arbor, Michigan. First Insurance Group is a full-service insurance agency with nine offices throughout northwest Ohio.

 

For more information, visit the company’s website at www.fdef.com .