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): April 26, 2022
JUNIATA VALLEY FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
Pennsylvania | 0-13232 | 23-2235254 | ||
(State or other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
Bridge and Main Streets, Mifflintown, Pennsylvania | 17059 | |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (855) 582-5101
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 (§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. ☐
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
None |
Juniata Valley Financial Corp.
Current Report on Form 8-K
Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
JoAnn N. McMinn, who has served as Executive Vice President and Chief Financial Officer of Juniata Valley Financial Corp. (the “Company”) and The Juniata Valley Bank (the “Bank”) for the past 17 years, has announced that she will retire on June 21, 2022.
After June 1, 2022, Ms. McMinn will retain the title of Executive Vice President and Michael W. Wolf will assume the role of Senior Vice President and Chief Financial Officer of the Company and the Bank.
Mr. Wolf, age 58, who has been employed by the Bank since September 2021, has nearly 25 years of experience in the financial sector. His background includes public accounting and internal audit experience. Since 2009, he has served as Vice-President at Middlefield Bank, Northwest Bank and Dollar Bank with an emphasis on regulatory, SEC and internal reporting, technical accounting assessments, internal controls and accounting policy implementation. Mr. Wolf served as a member of the Accounting Advisory Counsel for the Financial Managers Society and holds a Bachelor of Science degree in Economics and Finance from the University of Pittsburgh along with a Certificate of Accounting from Robert Morris University.
Commitment to community service is exemplified by the civic activities in which Mr. Wolf participated while living in Western Pennsylvania: Firefighter, Special Olympics Volunteer, and board member for organizations such as American Red Cross, North East Area Chamber of Commerce, House of Hope, Erie Second Harvest Food Bank, Habitat for Humanity, and March of Dimes. Mr. Wolf enjoys hunting, fishing, and history, with a focus on American Civil War history and has recently become a member of Pennsylvania’s Juniata County Historical Society.
Mr. Wolf will receive an annual base salary of $223,600, and other benefits, including participation in the Company’s cash and equity incentive compensation programs, retirement plans, welfare and other benefit programs, comparable to those provided to the Company’s other executive officers. In addition, Mr. Wolf and the Company have entered into a Change of Control Severance Agreement on April 26, 2022, to become effective on June 1, 2022. The agreement continues as long as Mr. Wolf holds the position of Chief Financial Officer or a higher-ranking position with the Company. In the event Mr. Wolf’s employment is terminated resulting from a change of control, terms of which are defined in the agreement, he will receive severance compensation equal to the multiplier of two times his average annual compensation for the three most recent taxable years. If the change of control termination occurs after Mr. Wolf has reached the age of 68, the severance benefit multiplier shall be reduced to one. Further details can be found in the Change of Control Severance Agreement filed as Exhibit 10.1 to this Current Report.
There is no arrangement or understanding between Mr. Wolf and any other person pursuant to which he was selected as an officer of the Company and there are no family relationships between Mr. Wolf’s and any of the Company’s directors or executive officers. There are no transactions to which the Company is a party and in which Mr. Wolf has a direct or indirect material interest that are required to be disclosed pursuant to applicable rules and regulations of the Securities and Exchange Commission. The Bank has entered into lending and other transactions in the ordinary course of business with the Company’s executive officers, and the Bank may have similar transactions with Mr. Wolf in the future. Transactions with executive officers made by the Bank have been on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans and transactions with persons not related to or employed by the Company, and did not involve more than the normal risk of collectability or present other unfavorable features.
Item 9.01 Financial Statements and Exhibits.
Exhibits. The exhibits listed in the Exhibit Index accompanying this Form 8-K are furnished herewith.
Exhibit Index
Exhibit No. |
| Description |
10.1 |
|
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 thereunto duly authorized.
Juniata Valley Financial Corp. | ||||
Date: April 26, 2022 | By: | /s/ JoAnn McMinn | ||
Name: | JoAnn McMinn | |||
Title: | EVP, Chief Financial Officer |
CHANGE OF CONTROL SEVERANCE AGREEMENT
THIS CHANGE OF CONTROL SEVERANCE AGREEMENT is entered into as of 26th day of April 2022, between JUNIATA VALLEY FINANCIAL CORP., a Pennsylvania business corporation having its principal place of business in Mifflintown, Pennsylvania (“JUVF”), and THE JUNIATA VALLEY BANK, a state-chartered bank located in Mifflintown, Pennsylvania (collectively with JUVF, the “Bank”), and MICHAEL W. WOLF, (the “Employee”).
WITNESSETH:
WHEREAS, the Employee has substantial knowledge, ability and experience which are beneficial to the successful operation of the Bank; and
WHEREAS, the Employee has recently accepted the position of Senior Vice President and Chief Financial Officer of the Bank (“CFO”) to become effective June 01, 2022; and
WHEREAS, the Bank desires to secure for itself the benefit of the Employee's knowledge, ability and experience and be assured of the Employee's active participation in the business operations of the Bank; and
WHEREAS, the Employee will acquire and use extensive knowledge and information about the Bank's operations, much of which is confidential and proprietary in nature; and
WHEREAS, the Bank wishes to protect its confidential and proprietary information as well as its general business interests; and
WHEREAS, the Employee and the Bank wish to enter into this Agreement in order to protect the confidential and proprietary interests of the Bank and to induce the Employee to become actively involved in the business operations of the Bank by providing the Employee with the opportunity to receive benefits under this Agreement.
AGREEMENT:
NOW, THEREFORE, in consideration of the mutual covenants contained herein and intending to be legally bound, the parties agree as follows:
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For purposes of this Agreement, Employee shall have Good Reason to resign if:
(i) (A) there is a material diminution in Employee's base compensation as in effect immediately prior to the Change of Control; (B) there is a material increase in the Employee’s commute by automobile from Mifflintown, Pennsylvania to where he must perform his services; (C) there is a material diminution in the Employee’s authority, duties or responsibilities (or those of the Employee’s supervisor) or the Employee’s budget authority, (D) there is a material breach of any applicable employment agreement; or (E) there is a material increase in the Employee’s travel time away from home in performance of his required duties on behalf of the Bank than was required of Employee during the year preceding the year in which the Change of Control occurred;
(ii) the termination of employment occurs no later than two years after the Good Reason condition occurs; and
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(iii) the Employee gives notice of the Good Reason condition to the Bank or its successor within 90 days of when it comes into existence and the Bank, or its successor fails to remedy or cure the Good Reason condition within thirty (30) days of such notice.
If the Bank fails to cure the Good Reason condition, then, at the option of the Employee, exercisable by the Employee within the time period in (ii) above, the Employee may resign from employment (or, if involuntarily terminated, give notice of intention to collect the benefit hereunder) by delivering a notice in writing (the “Notice of Termination”) to the Bank.
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If to the Employee: Michael W. Wolf
217 Stoney Creek Drive, Apt #61
Mifflintown, PA 17059
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If to the Bank: Juniata Valley Financial Corp.
and The Juniata Valley Bank
P.O. Box 66
Mifflintown, PA 17059
or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon actual receipt.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth above.
Attest: JUNIATA VALLEY FINANCIAL CORP.
/s/ JoAnn N. McMinn By: /s/ Marcie A. Barber
Marcie A. Barber
Attest: THE JUNIATA VALLEY BANK
/s/ JoAnn N. McMinn By: /s/ Marcie A. Barber
Marcie A. Barber
Witness: EMPLOYEE:
/s/ JoAnn N. McMinn By: /s/ Michael W. Wolf
Michael W. Wolf
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