UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 reported) December 22, 2016
American River Bankshares
(Exact name of Registrant as Specified in Its Charter)
California
(State or Other Jurisdiction of Incorporation)
| 0-31525 | 68-0352144 | |
| (Commission File Number) | (IRS Employer Identification No.) | |
| 3100 Zinfandel Drive, Suite 450, Rancho Cordova, CA | 95670 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(916) 851-0123
(Registrant’s Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):
[ ] Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Solicitation 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))
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The Index to Exhibits is on Page 4
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.
(e)(3) On December 21, 2016, the Board of Directors of the registrant, American River Bankshares, approved the Twelfth Amendment to the American River Bankshares 2005 Executive Annual Incentive Plan (the “Plan”). The Eleventh Amendment modifies Attachment A of the Plan by setting the performance metrics and the weightings for 2017, and Attachment B of the Plan, Funding Thresholds. The ROE Relative to Peers and the Loan Growth Relative to Peers are tied to the peer group determined on an annual basis by the Company’s Compensation Committee. The ROE Relative to Internal Target has been reset to the budget for 2017. The Eleventh Amendment sets the performance metrics and the weightings for 2017 for the incentive compensation plan as follows:
The following weightings were assigned to the metrics for the Chief Executive Office:
| ROE Relative to Peers | 41.25% | |
| Loan Growth Relative to Peers | 25.00% | |
| ROE Relative to Internal Target | 33.75% |
The following weightings were assigned to the metrics for the Chief Financial Officer and the Chief Credit Officer:
| ROE Relative to Peers | 37.50% | |
| Loan Growth Relative to Peers | 10.00% | |
| ROE Relative to Internal Target | 42.50% | |
| Quality of Bank Performance | 10.00% |
The following weightings were assigned to the metrics for the Chief Operating Officer:
| ROE Relative to Peers | 37.50% | |
| Loan Growth Relative to Peers | 10.00% | |
| ROE Relative to Internal Target | 32.50% | |
| Quality of Bank Performance | 20.00%* |
*If this metric is met the weighting will drop to 10% for Quality of Bank Performance and the payout for ROE Relative to Internal Target will increase from 32.50% to 42.50%.
The minimum Funding Threshold (Attachment B of the Plan), remains a Quality of Bank Performance. Attaining the minimum Funding Threshold is required to attain incentive compensation for any of the metrics.
The targeted incentive as a percent of salary would be as follows:
| Chief Executive Officer | 50% | |
| Chief Financial Officer, Chief Operating Officer, and Chief Credit Officer | 30% |
Item 8.01. Other Events.
Registrant issued a press release December 22, 2016 announcing the appointment of Jeffery Owensby to both the American River Bankshares and its subsidiary American River Bank Board. The foregoing description is qualified by reference to the press release attached here to as Exhibit 99.1.
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The target for the ROE Relative to Peers and Loan Growth Relative to Peers is the 50 th percentile and would result in attaining 100% of the available payout. Attaining the 30 th percentile would result in a payout of 50% of the available payout and attaining the 75 th percentile would result in a payout of 150% of the available payout. Results achieved between the minimum and maximum would result in a pro rata share of the incentive available.
The ROE Relative to Internal Target metric minimum is set at 85% of the target and results in incentive compensation equal to 50% of the available payout. The maximum for this metric is set at 120% of the target and results in incentive compensation equal to a 150% of the available payout for this metric. Results achieved between the minimum and maximum would result in a pro rata share of the incentive available.
The foregoing is qualified in its entirely and should be read in conjunction with the Plan, incorporated by reference from Exhibit 99.1 to the Registrant’s Report on Form 8-K, filed with the Commission on October 27, 2005, the First Amendment thereto, incorporated by reference from Exhibit 99.1 to the Registrant’s Report on Form 8-K, filed with the Commission on March 17, 2006, the Second Amendment thereto, incorporated by reference from Exhibit 99.1 to the Registrant’s Report on Form 8-K, filed with the Commission on March 23, 2007, the Third Amendment thereto, incorporated by reference from the Registrant’s Report on Form 8-K, filed with the Commission on February 22, 2008, the Fourth Amendment thereto, incorporated by reference from the Registrant’s Report on Form 8-K, filed with the Commission on March 20, 2009, the Fifth Amendment thereto, incorporated by reference from the Registrant’s Report on Form 8-K, filed with the Commission on March 17, 2010, the Sixth Amendment thereto, incorporated by reference from the Registrant’s Current Report on Form 8-K, filed with the Commission on March 17, 2011, the Seventh Amendment thereto, incorporated by reference from the Registrant’s Current Report on Form 8-K, filed with the Commission on February 16, 2012, the Eighth Amendment thereto, incorporated by reference from the Registrant’s Current Report on Form 8-K, filed with the Commission on January 31, 2013, the Ninth Amendment thereto, incorporated by reference from the Registrant’s Current Report on Form 8-K, filed with the Commission on January 16, 2014, the Tenth Amendment thereto, incorporated by reference from the Registrant’s Current Report on Form 8-K, filed with the Commission on January 27, 2015, and the Eleventh Amendment thereto, incorporated by reference from the Registrant’s Current Report on Form 8-K, filed with the Commission on January 22, 2016.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
(99.1) Press release dated December 22, 2016
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.
| AMERICAN RIVER BANKSHARES | ||
| /s / Mitchell A. Derenzo | ||
| December 22, 2016 |
Mitchell A. Derenzo
, Chief
Financial Officer
(Principal Accounting and Financial Officer) |
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INDEX TO EXHIBITS
| Exhibit No. | Description | |
| 99.1 | Press release of American River Bankshares dated December 22, 2016 | |
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EXHIBIT 99.1
American River Bankshares Appoints Jeffery Owensby to its Board of Directors
SACRAMENTO, Calif., Dec. 22, 2016 (GLOBE NEWSWIRE) -- The Board of Directors of American River Bankshares (NASDAQ:AMRB) today announced that it has appointed Jeffery Owensby to the American River Bankshares Board and increased the size of the Board from eight to nine members. In addition, the Company has also appointed Mr. Owensby to the Board of American River Bank.
“Jeff is known for his extensive legal experience, analytical capabilities and diligence in guiding organizations through complex decision-making processes which will combine well with the skills of our other board members,” said David Taber, President and CEO of American River Bankshares. “He is an esteemed leader in the legal field and his expertise will help guide our Company in building its reputation as the premier business bank in the communities we serve.”
Mr. Owensby is Equity Partner at Kennaday Leavitt Owensby PC, a healthcare and employment legal practice. Martindale Hubble awarded Mr. Owensby the rating of “AV Preeminent” – as a result of other lawyers’ ranking of his abilities, conduct and ethics, reliability, diligence, legal knowledge, analytical capabilities, judgment, communication ability and legal experience. His 34 years of industry experience include top professional roles in labor and employment law. He is regularly called upon as a subject matter expert and is an active contributor pro bono with many philanthropic and community entities.
Mr. Owensby has served on several Boards of Directors, such as the American Heart Association, Big Brothers/Big Sisters and Non-Profit Resource Center. Mr. Owensby is an honors graduate of the University of San Francisco. He earned his law degree from the University of California, Davis School of Law.
About American River Bankshares
American River Bankshares (NASDAQ:AMRB) is the parent company of American River Bank, a regional bank serving Northern California since 1983. We give business owners more REACH by offering financial expertise and exceptional service to complement a full suite of banking products and services. Our honest approach, commitment to community and focus on profitability is intended to lead our clients to greater success. For more information, call (800) 544-0545 or visit AmericanRiverBank.com.
Forward-Looking Statements
Certain statements contained herein are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, that involve risks and uncertainties. Actual results may differ materially from the results in these forward-looking statements. Factors that might cause such a difference include, among other matters, changes in interest rates, economic conditions, governmental regulation and legislation, credit quality, and competition affecting the Company’s businesses generally; the risk of natural disasters and future catastrophic events including terrorist related incidents; and other factors discussed in the Company’s Annual Report on Form 10-K for the year-ended December 31, 2015, and in subsequent reports filed on Form 10-Q and Form 8-K. The Company does not undertake any obligation to publicly update or revise any of these forward-looking statements, whether to reflect new information, future events or otherwise, except as required by law.
Media Contact:
Erica Dias
VP, Marketing
American River Bank
(916) 231-6717
edias@americanriverbank.com