Meridian Corp (Form: 8-K, Received: 03/13/2020 16:57:40)

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

March 12, 2020

Date of Report (Date of earliest event reported)

(Exact name of registrant as specified in its charter)


Pennsylvania	000-55983	83-1561918
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Ident. No.)

9 Old Lincoln Highway, Malvern, Pennsylvania		19355
(Address of principal executive offices)		(Zip Code)

(484) 568-5000 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:

☐ 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 (17 CFR §230.405) or Rule 12b‑2 of the Securities Exchange Act of 1934 (17 CFR §240.12b‑2).

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 each exchange on which registered:
Common Stock, $1 par value		MRBK		The NASDAQ Stock Market

Item 4.01

Changes in Registrant’s Certifying Accountant

As previously disclosed, on January 30, 2020, the Audit Committee of the Board of Directors of Meridian Corporation (“Meridian”) appointed Crowe LLP (“Crowe”) as Meridian’s new independent registered public accounting firm for the year ended December 31, 2020, beginning with the quarterly review procedures for the period ended March 31, 2020, subject to the completion of Crowe's standard client acceptance procedures and execution of an engagement letter. On March 12, 2020, Crowe’s standard client acceptance procedures were completed and Meridian formally engaged Crowe as Meridian’s new independent registered public accounting firm for the year ended December 31, 2020, beginning with the quarterly review procedures for the period ended March 31, 2020. KPMG LLP (“KPMG”) will continue to serve as Meridian’s independent registered public accounting firm for the year ended December 31, 2019 until Meridian files its Annual Report on Form 10-K as of and for the year then ended.

During the years ended December 31, 2019 and 2018 and the subsequent interim period through March 13, 2020, neither Meridian nor anyone acting on its behalf consulted with Crowe regarding the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on Meridian’s financial statements, nor did Crowe provide either a written report or oral advice to Meridian that was considered by Meridian in reaching a decision regarding any accounting, auditing or financial reporting issue. Furthermore, during this time period, neither Meridian nor anyone acting on its behalf has consulted with Crowe regarding any of the matters or events set forth in Item 304(a)(2)(ii) of Regulation S-K.

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

(e) On March 12, 2020, the Board of Directors of Meridian approved an amendment to Meridian’s Supplemental Executive Retirement and Deferred Compensation Plan (the “Plan”), a nonqualified deferred compensation plan for certain key employees of Meridian and its affiliates. The amendment, which is effective as of March 12, 2020, permits each participant under the Plan to direct that his or her account tracks an investment in common stock of Meridian.

The foregoing description of the amendment to the Plan is qualified in its entirety by reference to the amendment, which is filed as Exhibit 10.1 to this current report on Form 8-K and incorporated herein by reference.


Item 9.01		Financial Statements and Exhibits.

(d) Exhibits.



Exhibit No.		Description

10.1		Amendment to Meridian Corporation Supplemental Executive Retirement and Deferred Compensation Plan

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.

	MERIDIAN CORPORATION

Dated: March 13, 2020

	By:	/s/ Denise Lindsay
			Denise Lindsay
			Executive Vice President and Chief Financial Officer

MERIDIAN CORPORATION

SUPPLEMENTAL EXECTUIVE RETIREMENT

DEFERRED COMPENSATION PLAN

AMENDMENT

WHEREAS, Meridian Corporation maintains the Meridian Bank Supplemental Executive Retirement Deferred Compensation Plan (the “Plan”) for the benefit of a select group of management or highly compensated employees of Meridian Corporation, its subsidiaries and affiliates; and

WHEREAS, Meridian Corporation wishes to amend the Plan to permit each participant thereunder to direct that his or her account tracks an investment in common stock of Meridian Corporation;

NOW, THEREFORE, the Plan is hereby amended, effective March 12, 2020, as follows:

The following Section 1.6A is added immediately following Section 1.6:

“1.6ACompany Stock

Common stock of Meridian Corporation.”

2. The following Section 1.17A is added immediately following Section 1.17:

“1.17AInvestment Election Period

A portion or portions of each calendar year, as designated by the Administrator in its sole and absolute discretion.”

3. Section 5.2 of the Plan is amended by re-designating Subsection (b) as Subsection (c) and adding the following Subsection (b) immediately after Subsection (a):

“(b)Notwithstanding Subsection (a):

(1)

During each Investment Election Period, a Participant may irrevocably elect that all or a portion of his or her Account balance shall be deemed to be invested in Company Stock and, in the event of such election, the Participant’s Account shall be credited with the number of shares of Company Stock equal to such portion (expressed in dollars) of the Account balance divided by the Fair Market Value of one share of Company Stock on the day of such election. Such number of shares shall be recorded as Company Stock units in the Participant’s Account, solely for bookkeeping purposes.

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(2)

During each Investment Election Period, a Participant may elect that all or a portion of future Deferrals, Matching Contributions, Employer Discretionary Contributions and/or Employer Supplemental Contributions be deemed to be invested in Company Stock and, in the event of such election, the Participant’s Account shall be credited with the number of shares of Company Stock equal to such portion of such contributions (expressed in dollars) divided by the Fair Market Value of one share of Company Stock on the day of such contribution(s). Such number of shares shall be recorded as stock units in the Participant’s Account, solely for bookkeeping purposes. Such election may be changed or revoked only during any subsequent Investment Election Period and only with respect to contributions made thereafter.

(3)

The number of Company Stock units credited to a Participant’s Account pursuant to the Participant’s elections under Paragraphs (1) and (2) may not be reduced except as provided in Paragraph (4).

(4)

The number of Company Stock units credited to a Participant’s Account shall be appropriately adjusted to reflect stock splits, stock dividends, and other like adjustments in Company Stock. Each number of Company Stock units credited to a Participant’s Account shall be credited with the number of shares of Company Stock that could be purchased with an amount equal to the cash dividends that would be payable on the number of shares of Company Stock, determined by dividing the amount of any cash dividend (expressed in dollars) by the Fair Market Value of Company Stock on the day that such dividend is paid.

(5)

For purposes of this Section 5.2, “Fair Market Value” of Company Stock as of any particular day means the closing price of Company Stock on the principal market on which Company Stock is traded for such day, or, if such day is not a trading day on such market, the next trading day.”

4. Article 6 of the Plan is amended by adding the following Section 6.18 at the end thereof:

“6.18 Mode of Distribution

With respect to any payment to a Participant under this Article, the Participant may elect to receive such payment in the form of cash or Company Stock provided however that the Participant may not receive shares of Company Stock in excess of the number of Company Stock units credited to the Participant’s Account. Each share of Company Stock paid shall reduce by one the number of Company Stock units credited to the Participant’s Account.”

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5. Article 10 of the Plan is amended by adding the following Section 10.19 at the end thereof:

“10.19Limitations for Section 16b Insiders

Notwithstanding any provision of the Plan, the Company or the Administrator may impose such limitations and restrictions as it deems necessary or appropriate to comply with an exemption to the short-swing profit recover rules of Section 16 of the Securities Exchange Act of 1934.”

The Plan shall otherwise remain in full force and effect.

Executed pursuant to authority of the Board of Directors this 12th day of March, 2020.


	By:	/s/ Chris Annas
	Name:	Chris Annas
	Title:	President & CEO

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