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

June 13, 2024

(Date of report/date of earliest event reported)

CONSUMERS BANCORP, INC.

(Exact name of registrant as specified in its charter)

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:

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 June 13, 2024, the Board of Directors of Consumers Bancorp, Inc. (the “Company”) approved the appointment of Joseph A. Gerzina as a Class III director, effective July 11, 2024. As with all Company non-employee directors, Mr. Gerzina was also appointed as a director of the Company’s wholly owned subsidiary, Consumers National Bank (the “Bank”), effective July 11, 2024.

Mr. Gerzina was appointed to serve on the Loan, Audit, and Corporate Governance/Nominating Committees of the Company’s board of directors. He will be entitled to the customary compensation arrangements for the Bank’s non-employee directors, consisting of (i) a quarterly retainer of $6,250, (ii) a quarterly payment of $4,000 for serving on the Loan, Audit, and Corporate Governance Committees, and (iii) an equal share of stock awards that is equivalent to 40% of the total cash fees earned by the directors in each fiscal year.

There are no arrangements or understandings between Mr. Gerzina and any other person pursuant to which he was appointed to serve on Consumers Bancorp, Inc.’s or Consumers National Bank’s Boards. Mr. Gerzina does not 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

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.

ex_688575.htm

Exhibit 99.1

CONSUMERS BANCORP, INC. AND CONSUMERS NATIONAL BANK

ANNOUNCE THE APPOINTMENT OF NEW DIRECTOR

The Board of Directors of Consumers Bancorp, Inc. approved the appointment of Joseph A. Gerzina as a Class III director, effective July 11, 2024. Mr. Gerzina was also appointed as director of the Company’s wholly owned subsidiary, Consumers National Bank, effective July 11, 2024. He will also become a member of the Loan Committee, Audit Committee, and Corporate Governance/Nominating Committee.

Gerzina, a Canton, Ohio resident, is retired from a 32-year career in the financial industry. He has worked for several regional and local banks in senior management roles including Senior Vice President and Regional President roles. Gerzina earned a Bachelor of Arts and Science Degree in Business Administration at Capital University in Columbus, Ohio, and is also a graduate of Stonier School of Banking at the University of Delaware.

“As a lifetime resident of Stark County and active community volunteer, Joe will provide valuable insight as we work to serve the financial needs of our northeast Ohio markets. His many years in banking give him outstanding financial knowledge and experience that will prove to be a valuable addition to the Board of Directors.

Joe has a history of dedication to his community and currently serves as a director on the boards of the Stark County Port Authority, Stark County Catholic Schools, and Canton For All People. His spirit of volunteerism is consistent with Consumers Bank’s mission to make a difference in the communities we serve.

We are very pleased that Joe has joined our Board. He is a community leader who has a vested interest in Consumers Bank’s core markets,” said Ralph J. Lober II, President & CEO of Consumers Bancorp, Inc. and Consumers National Bank.

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Caption:

Joe Gerzina has 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.