Bank First Corp 8-K, filed Mar 5, 2020
Bank First Corp (BFC)
About this 8-K
Bank First Corp filed this 8-K on March 5, 2020, reporting on events of March 2, 2020.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
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) | March 5, 2020 (March 2, 2020) |
| Bank First Corporation |
(Exact name of registrant as specified in its charter)
| Wisconsin | 001-38676 | 39-1435359 |
| (State or other jurisdiction | (Commission | (IRS Employer |
| of incorporation) | File Number) | Identification No.) |
| 402 North 8th Street, Manitowoc, WI | 54220 |
| (Address of principal executive offices) | (Zip Code) |
| Registrant’s telephone number, including area code | (920) 652-3100 |
| 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 | Ticker symbol(s) | Name of each exchange on which registered |
| Common Stock, par value $0.01 per share | BFC | 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 x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for company with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
x
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On March 2, 2020, the Compensation and Retirement Committee of Bank First Corporation (the “Company”) granted stock awards to its named executive officers pursuant to the Bank First National Corporation 2011 Equity Plan (the “2011 Equity Plan”). Specifically, Mr. Michael B. Molepske, CEO, was awarded 4,190 shares of restricted stock; Michael P. Dempsey, President, was awarded 1,980 shares of restricted stock; and Kevin M. LeMahieu, Chief Financial Officer, was awarded 1,530 shares of restricted stock. The restricted stock vests at 20% per year for five years on the anniversary of the date of grant, but are forfeited if the named executive officer is terminated for cause or if the named executive officer voluntarily resigns prior to retirement (unless such resignation is for good reason following a change in control, as described in the 2011 Equity Plan). A copy of the form of Restricted Stock Award Agreement for named executive officers is attached hereto as Exhibit 99.1.
In addition, on March 2, 2020, the Board of Directors of the Company granted 732 shares of restricted stock to each of the non-employee directors of the Company who served on the Board for the full year in 2019, pursuant to the 2011 Equity Plan. One non-employee director was granted 549 shares of restricted stock for her service to the Board for a partial year in 2019. The restricted stock vests at 100% on the anniversary of the date of grant, provided the director does not leave the Board for cause. A copy of the form of Restricted Stock Award Agreement for non-employee directors is attached hereto as Exhibit 99.2.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit Number |
Description of Exhibit | |
| 99.1 | Form of Restricted Stock Award Agreement for Named Executive Officers | |
| 99.2 | Form of Restricted Stock Award Agreement for Non-Employee Directors |
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.
| BANK FIRST CORPORATION | |||
| Date: March 5, 2020 | By: | /s/ Kevin M. LeMahieu | |
| Kevin M. LeMahieu | |||
| Chief Financial Officer | |||
Exhibit 99.1
BANK FIRST NATIONAL CORPORATION
2011 EQUITY PLAN
RESTRICTED STOCK AWARD AGREEMENT
(NAMED EXECUTIVE OFFICER)
Bank First Corporation (“BFC”) recognizes the important role you play in the success of BFC. As such, the Compensation and Retirement Committee of BFC (“Committee”) would like to reward you with a stake in the ownership of BFC conditioned upon the conditions and terms contained within this individual award agreement (the “Award Agreement”). Accordingly, BFC hereby grants you the right to earn the following:
| 1. | Name of Grantee: | Named Executive Officer |
| 2. | Date of Grant: | March 2, 2020 |
| 3. | Type of Equity Granted: | Restricted Stock |
| 4. | Number of Equity Shares Granted: | XXX |
| 5. | Fair Market Value per Share: | $$ |
| 6. | Vesting Schedule: | The Restricted Stock awarded hereunder vests at 20% per year for five years on the anniversary of the Date of Grant. |
| 7. | Summary of Grant: | The grant is governed by the terms of the Bank First National Corporation 2011 Equity Plan, as amended (the “Plan”). A copy of the Plan is available by contacting Sherry Jonet, Vice President of Human Resources. By accepting the grant, you agree to the terms of the Plan and this Award Agreement. |
| 8. | Forfeitures | If (a) your employment with BFC is terminated for Cause (as defined in the Plan), or (b) except as provided in Article XI of the Plan, you voluntarily terminate employment with BFC before your Retirement (as defined in the Plan), any shares of Restricted Stock granted under this Award Agreement that have not vested will be immediately forfeited. However, if you terminate your employment due to Retirement, or if you are involuntarily terminated without Cause, the shares of Restricted Stock awarded hereunder shall continue to vest in accordance with the vesting schedule set forth above. |
| 9. | Tax Withholding | In accordance with Section 6.3 of the Plan, upon the vesting of shares of Restricted Stock granted under this Award Agreement, you may satisfy any amounts required to be withheld by BFC under applicable federal, state and local tax laws in effect from time to time, by electing to have BFC withhold a portion of the Restricted Stock Award to be delivered for the payment of such taxes. |
| Donald R. Brisch | |
| Compensation and Retirement Committee Chair | |
| Date: |
Participant’s Acceptance
The undersigned hereby accepts the foregoing award and agrees to the terms and conditions hereof, including the terms and provisions of the 2011 Equity Plan. The undersigned hereby acknowledges receipt of a copy of the Company’s 2011 Equity Plan.
| Participant | |
Participant Name: Date: |
Exhibit 99.2
BANK FIRST NATIONAL CORPORATION
2011 EQUITY PLAN
RESTRICTED STOCK AWARD AGREEMENT
(NON-EMPLOYEE DIRECTOR)
As a non-employee director of Bank First Corporation (“BFC”) you are hereby granted the right to earn the following:
| 1. | Name of Grantee: | Director |
| 2. | Date of Grant: | March 2, 2020 |
| 3. | Type of Equity Granted: | Restricted Stock |
| 4. | Number of Equity Shares Granted: | XXX |
| 5. | Fair Market Value per Share: | $$ |
| 6. | Vesting Schedule: | The Restricted Stock awarded hereunder vests at 100% on the first anniversary of the Date of Grant. |
| 7. | Summary of Grant: | The grant is governed by the terms of the Bank First National Corporation 2011 Equity Plan, as amended (the “Plan”). A copy of the Plan is available by contacting Sherry Jonet, Vice President of Human Resources. By accepting the grant, you agree to the terms of the Plan and this Award Agreement. |
| 8. | Forfeitures | If your membership on the Board of Directors of BFC is terminated for Cause (as defined in the Plan) prior to the anniversary of the Date of Grant, the shares of Restricted Stock granted under this Award Agreement will be immediately forfeited. However, if your membership on the Board of Directors of BFC terminates for reasons other than Cause prior to the anniversary of the Date of Grant, the shares of Restricted Stock awarded shall be immediately vested. |
| Board of Directors Chairman Michael G. Ansay | |
| Date: |
Participant’s Acceptance
The undersigned hereby accepts the foregoing award and agrees to the terms and conditions hereof, including the terms and provisions of the 2011 Equity Plan. The undersigned hereby acknowledges receipt of a copy of the Company’s 2011 Equity Plan.
| Participant | |
| Name and Date |