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): December 29, 2017

 

 

BankGuam Holding Company

(Exact name of registrant as specified in its charter)

 

 

 

Guam   000-54483   66-0770448

(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(IRS Employer

Identification No.)

 

111 W. Chalan Santo Papa

Hagatna, Guam

  96910
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (671) 472-5300

 

 

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))

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.  ☐

 

 

 

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

On December 29, 2017, the Bank of Guam (“Bank”) entered into a contract extension with the President and Chief Executive Officer of the Bank, Ms. Lourdes A. Leon Guerrero (“Contract Extension”).    Ms. Leon Guerrero is also the President and Chief Executive Officer of the Company. The Contract Extension extends her Employment Agreement dated May 1, 2013 with the Bank to April 30, 2018. The original termination date of the Employment Agreement was December 31, 2017.

The foregoing description of the Contract Extension does not purport to be complete and is qualified in its entirety by reference to the Extension Agreement, which is filed as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

(d)     Exhibits.

 

Exhibit No.    Exhibit
10.1    Contract Extension dated December 29, 2017

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, we have duly caused this Report to be signed on our behalf by the undersigned thereunto duly authorized.

 

Date: January 4, 2018     BankGuam Holding Company
    By:   /s/ WILLIAM D. LEON GUERRERO
      William D. Leon Guerrero
      Executive Vice President and Chief Operating Officer

Exhibit 10.1

AGREEMENT TO EXTEND EMPLOYMENT AGREEMENT

This Agreement to Extend Employment Agreement is made as of the 29 th day of December, 2017 by and between LOURDES A. LEON GUERRERO (“President and CEO”) and BANK OF GUAM (“Bank”);

WITNESSETH:

WHEREAS , President and CEO and the Bank executed an Employment Agreement on May 1, 2013 which Agreement expires on December 31, 2017 (“Agreement”);

WHEREAS , it is in the best interest of the parties to mutually extend the Agreement.

NOW THEREFORE , said Agreement is hereby amended as follows:

Section 2 of the Agreement shall be amended to state that the Agreement shall terminate on April 30, 2018.

Except as otherwise stated herein all other terms and conditions of the Agreement remain unchanged.

Executed at Hagatna, Guam on the date first above written.

 

BANK OF GUAM
BY:   /s/ Roger P. Crouthamel
  An Authorized Representative

 

LOURDES A LEON GUERRERO
/s/ Lourdes A. Leon Guerrero