First Business Financial Services, Inc 8-K, filed Feb 2, 2023
First Business Financial Services, Inc. (FBIZ)
About this 8-K
First Business Financial Services, Inc filed this 8-K on February 2, 2023, reporting on events of January 27, 2023.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
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Item 5.02. Departure of Directors or Certain Officers, Election of Directors, Appointment of Certain Officers, Compensatory Arrangements of Certain Officers.
On January 27, 2023 (the “Approval Date”), the Company’s Board of Directors approved certain amendments to the Company’s 2019 Equity Incentive Plan (the “Plan”), as follows:
| · | The amendments included an addition to the Dividends and Dividend Equivalents section of the Plan specifying that, beginning with awards granted under the Plan after the Approval Date, dividends or dividend equivalent units will be subject to vesting on the same terms as the underlying award and will be paid to a participant only if the underlying shares of Company common stock subject to such award vest; |
| · | The Change in Control provisions of the Plan were amended such that, except as otherwise provided in the relevant award agreement, for any award granted under the Plan on or after the Approval Date that is subject to performance measures or objectives, the payout level that will vest upon a Change in Control (as defined in the Plan) in which the surviving corporation does not assume the award or issue a replacement will be the greater of (i) the award payout at the target level of performance or (ii) the award payout at the estimated level of expected performance if the award were permitted to continue throughout the remaining performance period based on information available as of the date of the Change in Control (“Estimated Actual Performance”), as determined in the sole discretion of the Compensation Committee of the Board (the “Committee”); and |
| · | The Change in Control provisions were also amended such that, except as otherwise provided in the Award Agreement, for any award granted on or after the Approval Date that is subject to performance measures or objectives, the payout level of such award that will become vested upon a Change in Control in which the surviving corporation terminates the participant’s employment or service without Cause (as defined in the Plan) within 24 months following the Change in Control will be the greater of (i) the award payout at the target level of performance or (ii) the award payout at the Estimated Actual Performance, as determined in the sole discretion of the Committee. |
The foregoing description of the material terms of the amendments to the Plan is not intended to be complete and is qualified in its entirety by the actual provisions of the Plan, as amended and restated, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| 10.1 | Amendment to First Business Financial Services 2019 Equity Incentive Plan, effective as of January 27, 2023 |
| 104 | Cover Page Interactive Date File (embedded within the Inline XBRL Document) |
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.
| Dated: February 2, 2023 | FIRST BUSINESS FINANCIAL SERVICES, INC. | |
| By: | /s/ Edward G. Sloane, Jr. | |
| Edward G. Sloane, Jr. | ||
| Chief Financial Officer | ||
Exhibit 10.1
AMENDMENT TO THE FIRST BUSINESS FINANCIAL SERVICES, INC.
2019 EQUITY INCENTIVE PLAN
Effective as of January 27, 2023, the First Business Financial Services, Inc. 2019 Equity Incentive Plan is amended follows:
| 1. | Amendment to Section 2.4 of the Plan. The Plan shall be amended by adding the following proviso at the end of Section 2.4: |
“, provided however, that beginning with Awards granted after January 26, 2023, any dividends or dividend equivalents shall be subject to vesting on the same terms of the underlying Award and will vest and be paid to a Participant, only if the underlying Shares subject to such Award vests”
| 2. | Amendment to Section 4.1(b) of the Plan. The Plan shall be amended to add the following sentence at the end of Section 4.1(b): |
“Further, except as otherwise provided in the Award Agreement, in case of any Award granted on or after January 26, 2023 that is subject to performance measures or objectives, the payout level of such Award that shall become vested under this Section 4.1(b) shall be the greater of (i) the Award payout at the target level of performance or (ii) the Award payout at the estimated level of expected performance if the Award were permitted to continue throughout the remaining performance period based on information available as of the date of the Change in Control (“Estimated Actual Performance”), as determined in the sole discretion of the Committee.”
| 3. | Amendment to Section 4.1(c) of the Plan. The Plan shall be amended to add the following sentence at the end of Section 4.1(c): |
“Further, except as otherwise provided in the Award Agreement, in case of any Award granted on or after January 26, 2023 that is subject to performance measures or objectives, the payout level of such Award that shall become vested under this Section 4.1(c) shall be the greater of (i) the Award payout at the target level of performance or (ii) the Award payout at the estimated level of expected performance if the Award were permitted to continue throughout the remaining performance period based on information available as of the date of the Change in Control (“Estimated Actual Performance”), as determined in the sole discretion of the Committee.”
| 4. | Remainder of Plan in Full Force and Effect. The remaining terms of the Plan, except as specifically amended herein, shall remain in full force and effect. |