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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): December 17, 2024

 

First Business Financial Services, Inc.

(Exact name of registrant as specified in its charter)

 

Wisconsin   1-34095   39-1576570
(State or other jurisdiction
of incorporation)		   (Commission
File Number)		   (IRS Employer
Identification No.)

 

401 Charmany Drive

Madison, Wisconsin

(Address of principal executive offices)

53719

(Zip code)

 

(608) 238-8008

(Registrant’s telephone number, including area code)

 

N/A

(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))

 

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, $0.01 par value   FBIZ   The Nasdaq Stock Market LLC

 

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

 

On December 17, 2024, Carol P. Sanders resigned from the Board of Directors of First Business Financial Services, Inc. (the “Company”), effective immediately. Ms. Sanders served as the Chair of the Audit Committee and a member of the Compensation Committee of the Board of Directors. Ms. Sanders’s resignation was not due to any disagreement with the Company on any matter related to the Company’s operations, policies or practices.

 

Item 8.01.Other Events.

 

In connection with the resignation of Ms. Sanders described under Item 5.02, above, the Board of Directors of the Company appointed Ralph R. Kauten to the role of Chair of the Audit Committee of the Board, appointed Jerry L. Kilcoyne, the Chair of the Board of Directors, to the Audit Committee, and appointed W. Kent Lorenz to the Compensation Committee. Mr. Kauten qualifies as an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K. In addition, the Board reduced the number of seats on the Board of Directors from nine to seven to eliminate the vacancies created by the resignation of Ms. Sanders and the recent passing of Board member John J. Harris.

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: December 20, 2024 FIRST BUSINESS FINANCIAL SERVICES, INC.
   
  By: /s/ Brian D. Spielmann
    Brian D. Spielmann
    Chief Financial Officer

 

 

 

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Cover
Dec. 17, 2024
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Document Type 8-K
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Document Period End Date Dec. 17, 2024
Entity File Number 1-34095
Entity Registrant Name First Business Financial Services, Inc.
Entity Central Index Key 0001521951
Entity Tax Identification Number 39-1576570
Entity Incorporation, State or Country Code WI
Entity Address, Address Line One 401 Charmany Drive
Entity Address, City or Town Madison
Entity Address, State or Province WI
Entity Address, Postal Zip Code 53719
City Area Code 608
Local Phone Number 238-8008
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Title of 12(b) Security Common Stock, $0.01 par value
Trading Symbol FBIZ
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