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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): November 30, 2021 (November 29, 2021) 
 
WILSON BANK HOLDING COMPANY
(Exact name of registrant as specified in its charter)
 
Tennessee
000-20402
62-1497076
(State or other jurisdiction of
(Commission
(IRS Employer
incorporation)
File Number)
Identification No.)
 
 
 
 
 
623 West Main Street
 
 
 
Lebanon, Tennessee
 
37087
(Address of principal executive offices)
 
(Zip Code)
 
(615) 444-2265
(Registrant’s telephone number, including area code)
 
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))
 
Securities registered pursuant to Section 12(b) of the Act: None.
 
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. 
 
(b)   Lisa Pominski, the current chief financial officer of Wilson Bank Holding Company (the “Company”) and its wholly owned bank subsidiary Wilson Bank (the “Bank”), has communicated to the Company’s board of directors her desire to retire from the Company and the Bank on or around March 31, 2024.  In connection therewith, the Company’s board of directors has engaged in discussions regarding succession planning around replacing Ms. Pominski upon her anticipated retirement.  At present, the Company believes that Kayla Hawkins, the Bank’s current vice president and reporting manager, will succeed Ms. Pominski as the Company’s and the Bank’s chief financial officer effective upon Ms. Pominski’s retirement.
 
Ms. Hawkins, age 34, has been employed by the Bank as vice president, reporting manager since March 10, 2020. Prior to that she served as the assistant vice president, reporting manager of the Bank from May 1, 2018 until March 9, 2020.  Before that she served as reporting manager officer and reporting manager from November 30, 2015 to April 30, 2018 and December 5, 2011 to November 29, 2015, respectively. In connection with the announcement of the potential succession plan described herein, Ms. Hawkins has been appointed as the Bank’s senior vice president, reporting manager.  Ms. Hawkins earned a BBA in Accounting and Master of Business Administration both from Middle Tennessee State University and is a certified public accountant.  Prior to joining the Bank, she worked in public accounting where, among other duties, she was engaged in performing audits of financial institutions.
 
(e)   Effective November 29, 2021, the Bank entered into a Third Amendment (the “Third Amendment”) to the Wilson Bank & Trust Supplemental Executive Retirement Plan dated as of May 22, 2015, as previously amended on October 26, 2020 and December 28, 2020 (as amended the “2015 SERP Agreement”) by and between the Bank and Ms. Pominski.  The Third Amendment to the 2015 SERP Agreement amends the 2015 SERP Agreement to provide for an early retirement benefit for Ms. Pominski in the event that she remains employed by the Bank until March 29, 2024.  As amended by the Third Amendment, the 2015 SERP Agreement provides that in the event that Ms. Pominski separates from service with the Bank on or after March 29, 2024 but prior to her reaching age 65, for any reason other than death, disability or following a change in control, she will be entitled to a monthly benefit payable for the remainder of her life paid from annuity contracts purchased by the Bank.  These payments are expected to approximate $6,138 per month.
 
The Third Amendment to the 2015 SERP Agreement also includes a provision that conditions payment of the monthly benefit payments to Ms. Pominski on her not directly or indirectly performing services that are substantially similar to those that she provided to the Bank for a business that is engaged in the business of banking within any county where the Bank has an office as of the date of the Third Amendment or the date Ms. Pominski separates from service with the Bank for a period beginning on the date that she separates from service and ending on the earlier of the date that payments are no longer being made to Ms. Pominski under the 2015 SERP Agreement and the date Ms. Pominski reaches the age of 80.
 
Item 9.01 Financial Statements and Exhibits.
 
(d)       Exhibits
 
    10.1     Third Amendment to the Wilson Bank & Trust Supplemental Executive Retirement Plan dated as of May 22, 2015, as previously amended on October 26, 2020 and December 28, 2020 (as amended the “2015 SERP Agreement”) by and between the Bank and Ms. Pominski dated as of November 29, 2021
   
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
 
 
 
 
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.
 
                        
WILSON BANK HOLDING COMPANY
By:
/s/ John C. McDearman III 
John C. McDearman III
  President and Chief Executive Officer   
 
Date: November 30, 2021
 
 

Exhibit 10.1

 

THIRD AMENDMENT TO THE

WILSON BANK & TRUST

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

MADE EFFECTIVE MAY 22, 2015

 

This Third Amendment to Supplemental Executive Retirement Plan (the “Third Amendment”) is adopted this 29th day of November, 2021, by and between Wilson Bank & Trust, a Tennessee corporation (the “Bank”) and Lisa Pominski (the “Executive”).

 

WHEREAS, the Bank and the Executive have previously entered into a Supplemental Executive Retirement Plan made effective on May 22, 2015, (the “Agreement”), an unfunded arrangement maintained to encourage the Executive to remain an employee of the Bank by providing retirement benefits to the Executive upon her retirement, or other events as provided in the Agreement, payable out of the Bank’s general assets;

 

WHEREAS, the Bank and the Executive have previously entered into a First Amendment to Supplemental Executive Retirement Plan dated as of October 26, 2020 (the “First Amendment”) and a Second Amendment to Supplemental Executive Retirement Plan dated as of December 28, 2020 (the “Second Amendment”);

 

WHEREAS, the Bank and the Executive have agreed to amend the Agreement to provide for a change in the vesting of benefits provided in the Agreement without changing the time or form of benefits payable.

 

NOW, THEREFORE, for good and valuable consideration, the adequacy of which is acknowledged by the parties hereto, the Agreement is hereby amended as follows:

 

Paragraph 1.2, as amended by the Second Amendment, is hereby deleted in its entirety and replaced with the following:

 

1.2.         “Annuity Contract” means the following annuity contracts purchased and solely owned by the Bank, or such other annuity contracts as the Bank may purchase from time to time for the benefit of the Executive:

 

Insurance Carrier                                             Policy Number

Midland National Life Insurance Company       8500543835

National Western Life Insurance Company        0101397997

National Western Life Insurance Company        01E7016901

 

Paragraph 3.2 is hereby deleted in its entirety and replaced with the following:

 

3.2         Other Separation from Service. Notwithstanding any other provision herein, including Section 3.1 above, in the event the Executive should incur a Separation from Service on or after March 29, 2024 but prior to Normal Retirement Age (the “Section 3.2 Vesting Date”) for any reason other than death, Disability, or on or following a Change in Control, the Executive will be entitled to the monthly benefit payment provided for under Section 3.1, which benefit shall be payable in accordance with Section 3.1 as if the Executive had continued in service to the Bank to Normal Retirement Age, with such benefits commencing on the first (1st) day of the second month following the Executive’s Separation from Service following the Section 3.2 Vesting Date. Additionally, with regard to any other provision of this Agreement, a Separation from Service under this Section 3.2 on or after the Section 3.2 Vesting Date, shall be treated as a Separation from Service following the Executive’s reaching Normal Retirement Age.  

 

Paragraph 5.2 is hereby added to Article 5:

 

5.2         Non-compete. Except in the case of qualification for benefit payments under Section 3.6 following a Change in Control, in which case this Section 5.2 shall not apply, Executive agrees that as a condition to the Bank’s obligation to make the payments provided for in Sections 3.1, 3.2 or 3.3 hereof, Executive will not, for a period beginning on the date that the Executive experiences a Separation from Service pursuant to which benefits are payable under Sections 3.1, 3.2 or 3.3 and ending on the earlier of (a) the date of cessation of payments provided for in Sections 3.1, 3.2 or 3.3 hereof (as applicable) or (b) the date that is fifteen (15) years following the date that the Executive reaches the Normal Retirement Age (except on behalf of or with the prior written consent of the Bank), directly or indirectly on the Executive’s own behalf or in service to or on behalf of others, perform any services which are substantially the same as the services the Executive performed for the Bank for a business that is engaged in the business of banking within any county where the Bank has an office as of the date of this Agreement or the date of the Executive’s Separation from Service.  For purposes of this Agreement, the term “business of banking” shall mean and be limited to a business that accepts deposits and makes loans.  The Executive hereby agrees that, except in the case of benefit payments made under Sections 3.4 and 3.6, the payment to the Executive of the benefits hereunder is conditioned upon the Executive’s compliance with her obligations under this Section 5.2. The Executive agrees that the covenants contained in this Section 5.2 are of the essence of this Agreement; that each of the covenants contained in this Section 5.2 is reasonable and necessary to protect the business, interests and properties of the Bank, and that irreparable loss and damage will be suffered by the Bank should the Executive breach any of the covenants. Therefore, the Executive agrees and consents that, in addition to all the remedies provided by law or in equity, the Bank shall be entitled, in its discretion, to cease the payments provided for in Sections 3.1, 3.2 or 3.3 hereof and/or seek a temporary restraining order and temporary and permanent injunctions in the event of a breach or contemplated breach of any of the covenants set forth in this Section 5.2.

 

Except to the extent preempted by the laws of the United States of America, the validity, interpretation, construction and performance of this Third Amendment shall be governed by and construed in accordance with the laws of the State of Tennessee, without giving effect to the principles of conflict of laws of such state         

 

The Agreement, as amended by the First Amendment, the Second Amendment and this Third Amendment, is otherwise ratified and confirmed in all other respects.

 

 
 

 

IN WITNESS WHEREOF, the Executive and a duly authorized officer of the Bank have signed this Amendment as of the date first written above.

 

EXECUTIVE:

 

 

/s/ Lisa Pomisnki                                                         

 

 

WILSON BANK & TRUST

 

By: /s/ John C. McDearman III                                   

 

Its: Chief Executive Officer