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) July 1, 2019
| MUTUALFIRST FINANCIAL, INC. |
| (Exact name of registrant as specified in its charter) |
| Maryland | 000-27905 | 35-2085640 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File No.) |
(IRS Employer Identification No.) |
| 110 E. Charles Street, Muncie, Indiana | 47305-2419 | |
| (Address of principal executive offices) | (Zip Code) |
| Registrant's telephone number, including area code: (765) 747-2800 |
| 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 | MFSF | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in 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 1.01 | Entry into a Material Definitive Agreement. |
On June 26, 2019, MutualFirst Financial, Inc. (the “Company’) entered into an amendment of the employment agreement (the “Agreement”) with Charles Viater, the Company’s Senior Vice President. The amendment extends the term of his existing agreement until November 30, 2021.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference in its entirety.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
See Item 1.01 of this Current Report on Form 8-K, which is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
|
Exhibit No. |
Description |
|
| 10.1 | Amendment of Employment Agreement between the Company and Charles Viater dated June 26, 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 thereunto duly authorized.
| MUTUALFIRST FINANCIAL, INC. | |||
| Date: July 1, 2019 | By: | /s/ David W. Heeter | |
| David W. Heeter | |||
EXHIBIT INDEX
| Exhibit No. | Description | |
| 10.1 | Amendment of Employment Agreement between the Company and Charles Viater dated June 26, 2019. |
Exhibit 10.1
FIRST AMENDMENT TO AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
This First Amendment to Amended and Restated Employment Agreement (this “Amendment”) is made and entered into this 26 th day of June, 2019, by and between MutualBank (the “Bank”), MutualFirst Financial, Inc. (the “Company”) and Charles J. Viater (the “Employee”).
WHEREAS, the Employee, the Bank and the Company are parties to that certain Amended and Restated Employment Agreement dated as of September 21, 2016 (the “Employment Agreement”); and
WHEREAS, in order to extend the term of the Employee Agreement in a manner consistent with the Bank’s and the Company’s age limitation, the Employee, the Bank and the Company wish to amend the Employment Agreement in the manner herein provided.
NOW, THEREFORE, in consideration of the foregoing, and of the respective agreements of the parties herein, it is AGREED as follows:
1. Section 2 of the Employment Agreement is hereby amended in its entirety, to read as follows:
| “2. | Term . This Agreement shall terminate on November 30, 2021, subject to earlier termination as provided herein.” |
2. The terms of the Employment Agreement as in effect prior to this Amendment that are not amended hereby shall be and remain in full force and effect and are not affected by this Amendment.
3. This Amendment may be executed in counterparts, each of which shall be an original and together shall constitute one agreement.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the day and year first above written.
|
Attest: /s/ Melissa Greer |
MUTUALBANK
/s/ David W. Heeter |
|
|
Melissa Greer, Corporate Secretary
/s/ Melissa Greer |
By: David W. Heeter Its: Chief Executive Officer
MUTUALFIRST FINANCIAL, INC.
/s/ David W. Heeter |
|
| Melissa Greer, Corporate Secretary |
By: David W. Heeter Its: President and CEO
EMPLOYEE
/s/ Charles J. Viater |
|
| Charles J. Viater |