Current Report Filing (8-k)
January 09 2023 - 4:47PM
Edgar (US Regulatory)
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2023-01-03
2023-01-03
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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):
January 3, 2023
First Capital, Inc.
(Exact Name of Registrant as Specified in its
Charter)
Indiana |
|
0-25023 |
|
35-2056949 |
(State
or Other Jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
220 Federal Drive N.W., Corydon, Indiana 47112
(Address of Principal Executive Offices) (Zip
Code)
(812)
738-2198
(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))
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, par value $0.01 per share |
|
FCAP |
|
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 1.01 | Entry into a Material Definitive Agreement |
On January 3, 2023,
First Harrison Bank (the “Bank”) and First Capital, Inc. (the “Company”) entered into a Change in
Control Agreement with executives Jennifer Incantalupo and Joe Mahuron. On January 4, 2023, the Bank and the Company entered
into a Change in Control Agreement with executive Jennifer Meredith. On January 6, 2023, the Bank and the Company entered into an
Amended and Restated Change in Control Agreement with William Harrod and Chris Frederick, and a Change in Control Agreement with
Joshua Stevens. Except for the names of the individuals, the agreements are materially the same, so they will be referred to
in this summary as “the Agreement” for ease of review. The summary of the material terms of the Agreement which follows
is qualified in its entirety by the terms of the Agreement, each of which is attached hereto as Exhibits 1.1, 1.2, 1.3, 1.4, 1.5, and 1.6 and
incorporated herein by reference.
The term of the Agreement
commences as of the date the individual executed the Agreement and continues for a period of thirty-six (36) full calendar months thereafter.
The Bank’s board of directors (the “Board”) may extend the agreement for an additional year commencing on the first
anniversary date of the Agreement and continuing at each date thereafter. Under the terms of the Agreement, the executives (or their heirs
or assigns) will receive severance pay in the amount of three times the executive’s annual compensation upon the occurrence of a
Change in Control (as defined in the Agreement), followed within twelve (12) months of the effective date of a Change in Control by the
voluntary or involuntary termination of the executive’s employment, other than termination for cause. The Board may terminate the
executive’s employment at any time, but any termination by the Board, other than for termination for cause (as defined in the Agreement),
does not prejudice the executive’s right to receive compensation under the Agreement.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
|
1.1 |
Change in Control Agreement by and between First Harrison Bank, First Capital, Inc. and Jennifer Incantalupo |
|
1.2 |
Change in Control Agreement by and between First Harrison Bank, First Capital, Inc. and Joe Mahuron |
|
1.3 |
Change in Control Agreement by and between First Harrison Bank, First Capital, Inc. and Jennifer Meredith |
|
1.4 |
Amended and Restated Change in Control Agreement by and between First Harrison Bank, First Capital, Inc. and Chris Frederick |
|
1.5 |
Amended and Restated Change in Control Agreement by and between First Harrison Bank, First Capital, Inc. and William W. Harrod |
|
1.6 |
Change in Control Agreement by and between First Harrison Bank, First Capital, Inc. and Joshua P. Stevens |
|
104 |
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
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.
|
FIRST CAPITAL, INC. |
|
|
|
Date: January 9, 2023 |
By: |
/s/ William W. Harrod |
|
|
William W. Harrod
President and Chief Executive Officer |
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