8-K
CONSUMERS BANCORP INC /OH/ (CBKM)
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 A ct 1934
February 15, 2021
(Date of report/date of earliest event reported)
CONSUMERS BANCORP, INC.
(Exact name of registrant as specified in its charter)
| OHIO | 033-79130 | 34-1771400 |
|---|---|---|
| (State or other jurisdiction | (Commission File Number) | (IRS Employer |
| of incorporation) | Identification No.) |
614 East Lincoln Way
P.O. Box 256
Minerva, Ohio 44657
(Address of principal executive offices) (Zip Code)
(330) 868-7701
(Registrant’s telephone number, including area code)
N/A
(Former name of former address, if changes 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 (see General Instruction A.2. below):
☐ 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 |
|---|---|---|
| None |
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 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
On February 15, 2021, the Board of Directors of Consumers Bancorp, Inc. (the “Company”) approved the appointment of Shawna L. L’Italien as a Class II director and Michael A. Wheeler as a Class I director, effective March 11, 2021. Ms. L’Italien and Mr. Wheeler were also appointed as directors of the Company’s wholly owned subsidiary, Consumers National Bank (the “Bank”), effective March 11, 2021.
Ms. L’Italien was appointed to serve on the Audit, Compensation, and Corporate Governance/Nominating committees. Mr. Wheeler was appointed to serve on the Asset Liability Management (ALCO), Compensation, and Risk & Technology committees. Both will be entitled to the customary compensation arrangements for the Bank’s non-employee directors, consisting of (i) a quarterly retainer of $3,375, (ii) $1,000 for each Board meeting attended, (iii) $200 for each Audit Committee meeting attended, and (iv) $100 for each ALCO, Compensation, Corporate Governance, and Risk & Technology Committee meeting attended. In addition, Ms. L’Italien and Mr. Wheeler will be eligible to receive stock awards if certain specified performance targets as established by the Compensation Committee are achieved.
There are no arrangements or understandings between Ms. L’Italien and Mr. Wheeler and any other person pursuant to which they were appointed to serve on Consumers Bancorp, Inc. or Consumers National Bank Boards. Neither Ms. L’Italien nor Mr. Wheeler have a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits
d. Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release dated February 17, 2021 |
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.
| Consumers Bancorp, Inc. | |
|---|---|
| Date: February 17, 2021 | /s/ Ralph J. Lober |
| Ralph J. Lober, II President and Chief<br><br> <br>Executive Officer |
ex_227227.htm
Exhibit 99.1
| FOR IMMEDIATE RELEASE | Contact: Ralph J. Lober II |
|---|---|
| February 17, 2021 | Tel. 330-868-9035 |
| ralph.lober@consumersbank.com |
CONSUMERS BANCORP INC AND CONSUMERS NATIONAL BANK
ANNOUNCE THE APPOINTMENT OF TWO DIRECTORS
The Board of Directors of Consumers Bancorp, Inc. approved the appointment of Shawna L. L’Italien as a Class II director and Michael A. Wheeler as a Class I director, effective March 11, 2021. Ms. L’Italien and Mr. Wheeler were also appointed as directors of the Company’s wholly owned subsidiary, Consumers National Bank, effective March 11, 2021.
Ms. L’Italien, a Salem resident, is partner in the Salem office of Harrington, Hoppe, and Mitchell, Ltd and serves on the firm’s Management Committee. Practicing law since 1996, she focuses her practice on business organization, commercial and real estate transaction, succession planning, elder law, and estate planning. She is a graduate of the University of Mount Union and the Ohio State University Moritz College of Law.
Mr. Wheeler serves as President and Chief Legal Officer of Patriot Software, a Canton Ohio based payroll and accounting software firm. At Patriot Software for 15 years, Mr. Wheeler handles most business, legal, and financial aspects of the company. He is a graduate of the University of Mount Union and the University of Akron School of Law.
“As a lifetime resident of Columbiana County and active community volunteer, Shawna will provide valuable insight as we work to serve the needs of our eastern markets. While her business, real estate, and elder law experience will bring additional expertise to the board, her past and current leadership roles in local non-profit organizations add to her unique perspective. Shawna understands the financial needs of Salem and the surrounding communities.
Mike brings a similar perspective to our Stark County markets. A lifetime Jackson Township resident, his extensive community involvement, passion for providing technology to small businesses, and commitment to creating high-tech jobs in northeast Ohio fits well with Consumers’ mission. We look forward to his finance, legal, and technology experience as we work to serve the increasingly tech-savvy business community and consumer market. We are very pleased that Shawna and Mike have joined our Board. They are both community leaders who have a vested interest in two of Consumers core markets,” said Ralph J. Lober II, President & CEO of Consumers Bancorp, Inc. and Consumers National Bank.
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Caption:
Shawna L. L’Italien and Michael A. Wheeler have been appointed to the Boards of Consumers Bancorp, Inc., and its subsidiary Consumers National Bank.
The information contained in this press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may involve risks and uncertainties that are difficult to predict, may be beyond Consumers’ control and could cause actual results to differ materially from those described in such statements. Although Consumers believes that the expectations reflected in such forward-looking statements are reasonable, Consumers can give no assurance that such expectations will prove to be correct. The forward-looking statements included in this discussion speak only as of the date they are made, and, except as required by law, Consumers undertakes no obligation to update these forward-looking statements to reflect subsequent events or circumstances. Important factors that could cause actual results to differ materially from those suggested by these forward-looking statements and that could adversely affect Consumers’ performance include, but are not limited to: regional and national economic conditions becoming less favorable than expected resulting in, among other things, a deterioration in credit quality of assets, changes in levels of market interest rates which could reduce anticipated or actual margins, credit risks of lending activities, the nature, extent and timing of governmental actions and reforms, competitive pressures on product pricing and services and changes in technology.