Fidelity D & D Bancorp Inc 8-K, filed May 6, 2022
Fidelity D & D Bancorp Inc (FDBC)
About this 8-K
Fidelity D & D Bancorp Inc filed this 8-K on May 6, 2022, reporting on events of May 3, 2022.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 5.07: Shareholder vote results
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
______________
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
|
|
|
|
|
|
| |||
(State or other jurisdiction of incorporation) |
| (Commission File Number) |
| (IRS Employer Identification No.) |
|
|
|
|
|
|
|
| |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (570 ) 342-8281
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):
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
The |
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. [ ]
FIDELITY D & D BANCORP, INC.
CURRENT REPORT ON FORM 8-K
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Richard J. Lettieri, a Class A Director, retired, effective May 3, 2022, from the Boards of Directors of Fidelity D & D Bancorp, Inc. (the “Corporation”) and The Fidelity Deposit and Discount Bank (the “Bank”), the Corporation’s wholly-owned subsidiary. Mr. Lettieri has served as a member of the Corporation’s and the Bank’s Boards of Directors since 2012.
The retirement was not the result of any disagreement with the Corporation or the Bank on any matter relating to their operations, policies or practices. A press release regarding Mr. Lettieri’s retirement is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
At the annual meeting of shareholders held on May 3, 2022, the judge of election made the report concerning the results of balloting. Holders of 4,235,261 shares of common stock, representing 74% of the total number of shares outstanding, were represented electronically or by proxy at the 2022 annual meeting of shareholders. The following proposals were submitted by the Board of Directors to a vote of security holders:
(1) Election of four Class C Directors to serve for a three-year term and until their successors are properly elected and qualified:
|
|
|
|
|
|
| Votes for |
| Votes withheld |
| Broker non-votes |
Brian J. Cali | 3,005,832 |
| 357,454 |
| 871,975 |
Richard M. Hotchkiss | 2,966,083 |
| 397,203 |
| 871,975 |
Daniel J. Santaniello | 3,180,726 |
| 182,560 |
| 871,975 |
Paul C. Woelkers | 3,128,654 |
| 234,632 |
| 871,975 |
Based on the votes set forth above, the foregoing persons were duly elected to serve as directors for a term expiring at the annual meeting of shareholders in 2025 and until their respective successors have been duly elected and qualified.
In addition to the above elected Class C Directors, at the conclusion of its annual meeting, the Company’s Board of Directors consisted of: John T. Cognetti, Richard J. Lettieri, Michael J. McDonald, Esquire and HelenBeth G. Vilcek, as Class A Directors whose terms expire in 2024, and William J. Joyce, Sr., Kristin D. O’Donnell and Alan Silverman, as Class B Directors whose terms expire in 2023.
(2) To ratify the selection of RSM US LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022. The proposal received the following votes:
|
|
|
|
|
|
|
Votes for |
| Votes against |
| Votes abstain |
| Broker non-votes |
4,069,505 |
| 9,062 |
| 156,694 |
| - |
|
|
|
|
|
|
|
Based on the votes set forth above, the appointment of RSM US LLP as the independent registered public accounting firm to serve for the year ending December 31, 2022 was duly ratified by the shareholders.
(3) To conduct a non-binding vote on executive compensation (“Say on Pay”).
|
|
|
|
|
|
|
Votes for |
| Votes against |
| Votes abstain |
| Broker non-votes |
3,106,507 |
| 50,202 |
| 206,577 |
| 871,975 |
|
|
|
|
|
|
|
Based on the votes set forth above, the non-binding vote on executive compensation was duly approved by the shareholders.
(4) To approve and adopt the Fidelity D & D Bancorp, Inc. 2022 Omnibus Stock Incentive Plan.
|
|
|
|
|
|
|
Votes for |
| Votes against |
| Votes abstain |
| Broker non-votes |
2,736,059 |
| 419,536 |
| 207,691 |
| 871,975 |
|
|
|
|
|
|
|
Based on the votes set forth above, the Fidelity D & D Bancorp, Inc. 2022 Omnibus Stock Incentive Plan was duly approved by the shareholders.
Item 7.01 Regulation FD Disclosure
On May 3, 2022, executive management of Fidelity D & D Bancorp, Inc. delivered a presentation at the Company’s Annual Meeting of Shareholders. A copy of the presentation is attached as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
|
|
Exhibit Number | Description |
|
|
99.1 | Presentation at the Company’s Annual Shareholder meeting on May 3, 2022. |
|
|
99.2 | |
|
|
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
The information in this Item 9.01 is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filing.
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.
FIDELITY D & D BANCORP, INC.
|
|
Date: May 6, 2022 | By: /s/ Salvatore R. DeFrancesco, Jr. |
| Salvatore R. DeFrancesco, Jr. |
| Treasurer and Chief Financial Officer |
Exhibit 99.1
Exhibit 99.1
Exhibit 99.1
Exhibit 99.1
Exhibit 99.1
Exhibit 99.1
Exhibit 99.1
Exhibit 99.1
Exhibit 99.1
Exhibit 99.1
Exhibit 99.1
Exhibit 99.2
FOR IMMEDIATE RELEASE
Contact:
Noelle Krempasky
Assistant Vice President & Marketing Manager (570) 504.8038
noelle.krempasky@fddbank.com
Fidelity Bank Announces Retirement of Richard J. Lettieri
Dunmore, PA, May 6, 2022 - Fidelity D & D Bancorp, Inc. (NASDAQ: FDBC) (“Fidelity”), the parent bank holding company of The Fidelity Deposit and Discount Bank (“Fidelity Bank”), a Pennsylvania state-chartered, FDIC-insured community bank and trust company headquartered in Dunmore, PA, announces the retirement of Richard J. Lettieri, Director, effective May 3, 2022.
Mr. Lettieri has served as Director of the Fidelity Deposit & Discount Bank, a subsidiary of Fidelity D & D Bancorp, Inc.’s Board of Directors since 2012. Mr. Lettieri, as a retired management consultant, helped the company focus on business strategy and market development.
“On behalf of the Board of Directors, I want to thank Rich for the input, guidance, and expertise lent to the Company over the years,” remarked Brian J. Cali, Chairman of the Board. “His efforts as a Director have helped guide the Bank toward much success, and we are grateful for the contributions he’s made both personally and professionally to Fidelity.”
“Mr. Lettieri has been integral to the success of the Bank, having been a part of not one but two acquisitions, and the Bank’s continued transition toward the digital shift happening in our industry today,” said Daniel J. Santaniello, Fidelity President & Chief Executive Officer. “I am very grateful to have had the opportunity to work alongside him.”
About Fidelity Bank
Fidelity Bank has built a strong history as trusted financial advisor to the clients served with 22 full- service offices throughout Lackawanna, Luzerne and Northampton Counties, along with the Fidelity Bank Wealth Management Minersville Office in Schuylkill County. Fidelity Bank provides a digital and virtual experience via online banking and mobile app, digital services, and digital account opening. Additionally, Fidelity Bank offers full-service Trust & Investment Departments, a Mortgage Center, and an array of personal and business banking products and services. The Company continues its mission of exceeding client expectations through a unique banking experience, providing 24 hour, 7 days a week service to clients through branch offices, online at www.bankatfidelity.com, and through the Customer Care Center at 800-388-4380.
# # #