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) January 20, 2022

 

 

 

PRIME MERIDIAN HOLDING COMPANY 

(Exact name of registrant as specified in its charter)

 

 

 

Florida

333-191801

27-2980805

(State or other jurisdiction of incorporation)

(Commission file number)

(IRS employer identification no.)

 

1471 Timberlane Road Tallahassee, FL

32312

(Address of principal executive offices)

(Zip Code)

 

Registrant’s telephone number, including area code: (850) 907-2300

 

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 1933 (§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.☐

 

Securities Registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading Symbol(s) Name of exchange on which registered
None N/A N/A

 

 
 

 

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

 

On January 20, 2022, the Board of Directors of Prime Meridian Holding Company approved a second amendment to the 2015 Stock Incentive Compensation Plan.  The Amendment added the following additional clause to the end of Section 4. Administration: Subject to any limitations imposed by law, the Committee shall have the right to delegate to any executive officer of the Company the Committee's authority under the plan.

 

In addition, on January 20, 2022, the Board of Directors of Prime Meridian Holding Company ratified the Compensation Committee's delegation to the Company's Vice Chairman, Chief Executive Officer, and President Sammie D. Dixon, Jr., the authority to make grants of Awards (as defined in the Plan), subject to the terms of the Plan and certain limitations as described in Exhibit 10.16. 

 

 

Item 9.01 Financial Statements and Exhibits

 

(d)          Exhibits.

 

10.15      Second Amendment to 2015 Stock Incentive Compensation Plan

 

10.16      2015 Stock Incentive Compensation Plan Delegation of Authority

 

 

The information in this report (including the exhibits) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

 

SIGNATURE

 

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.

 

 

PRIME MERIDIAN HOLDING COMPANY

 

 

 

 

 

 

 

By:

/s/ Clint F. Weber

 

 

Clint F. Weber

 

 

Chief Financial Officer and

Executive Vice President

 

Date: January 20, 2022

 

 

Exhibit 10.15

 

 

PRIME MERIDIAN HOLDING COMPANY

 

SECOND AMENDMENT TO

2015 STOCK INCENTIVE COMPENSATION PLAN

 

This Second Amendment to the 2015 Stock Incentive Compensation Plan (the “Plan”) of Prime Meridian Holding Company was adopted by the Board of Directors on January 20, 2022. Except as specifically amended hereby, the Plan shall remain unchanged.

 

The following sentence is added to the end of Section 4. Administration.: Subject to any limitations imposed by law, the Committee shall have the right to delegate to any executive officer of the Company the Committee’s authority under the Plan.

 

This Second Amendment to the 2015 Stock Incentive Compensation Plan was approved by the Board of Directors on the day indicated above.

 

 

 

PRIME MERIDIAN HOLDING COMPANY                                         

 

 

 

/s/ Jill S. Macmillan                                                                                     /s/ Richard A. Weidner                                         

 

Jill S. Macmillan                                                                                         Richard A. Weidner

 

Corporate Secretary                                                                                   Chair of the Board

 

Exhibit 10.16

 

PRIME MERIDIAN HOLDING COMPANY

 

2015 STOCK INCENTIVE COMPENSATION PLAN

DELEGATION OF AUTHORITY

 

The Compensation Committee (the “Committee”) of the Board of Directors of Prime Meridian Holding Company (the “Company”) is charged with the administration of the Company’s 2015 Stock Incentive Compensation Plan (the “Plan”). Pursuant to the Plan, the Committee is authorized to delegate its authority under the Plan to an executive officer of the Company.

 

The Committee hereby delegates to the Company’s Vice Chairman, Chief Executive Officer, and President, Sammie D. Dixon, Jr., the authority to make grants of Awards (as defined in the Plan), subject to the terms of the Plan and the following limitations.

 

 

1.

Such Awards may be granted only to: (i) a prospective employee of the Company or its subsidiaries as part of his or her hiring process; or (ii) a current employee of the Company or its subsidiaries as part of a compensation package provided to retain such employee.

 

 

2.

Any such Award must vest over at least three years.

 

 

3.

No such Award or group of Awards granted to one individual consisting of Options or Stock Appreciation Rights shall cover more than 10,000 shares in the aggregate.

 

 

4.

No such Award or group of Awards granted to one individual consisting of Restricted Stock, Phantom Stock Units, Performance Share Units, or other type of Award shall cover more than 5,000 shares in the aggregate.

 

The Committee reserves the right to modify or revoke this Delegation of Authority at any time, for any reason.

 

This Delegation of Authority was approved by the Committee on December 16, 2021.

 

 

/s/ Kenneth H.Compton                                               

 

Kenneth H. Compton

 

Chair