8-K
FIDELITY D & D BANCORP INC (FDBC)
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): September 15, 2020
FIDELITY D & D BANCORP, INC.
(Exact name of Registrant as specified in its charter)
| Pennsylvania | 001-38229 | 23-3017653 |
|---|---|---|
| (State or other<br><br>jurisdiction of<br><br>incorporation) | (Commission<br><br>File Number) | (IRS Employer<br><br>Identification No.) |
| Blakely and Drinker Streets, Dunmore, PA | 18512 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
__(570) 342-8281__
(Registrant’s telephone number, including area code)
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 |
|---|---|---|
| Common Stock, no par value | FDBC | 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 ¨
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. ¨
CURRENT REPORT ON FORM 8-K
ITEM 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 15, 2020, the Boards of Directors of Fidelity D & D Bancorp, Inc. (the “Corporation”) and its wholly-owned subsidiary, The Fidelity Deposit and Discount Bank (the “Bank”) elected Alan Silverman, CPA as a director of the Corporation and the Bank. Mr. Silverman was appointed as a Class B director of the Corporation to serve until the 2023 annual meeting of shareholders. Mr. Silverman has been named to the ALCO, Audit, Human Resources, Loan Applications and Nominating Committees of the Corporation and Bank.
Other than those fees and benefits available to all nonemployee directors of the Corporation and Bank, Mr. Silverman was not appointed to his position pursuant to any arrangement or understanding with any other person, and he has no reportable transactions under Item 404(a) of Regulation S-K.
The press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
ITEM 9.01Financial Statements and Exhibits
(d) Exhibits.
| Exhibit Number | Description |
|---|---|
| 99.1 | Press release dated as of September 17, 2020. |
| 104 | Cover Page Interactive Data 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 Current Report on Form 8-K to be signed on its behalf by the undersigned, thereunto duly authorized.
| FIDELITY D & D BANCORP, INC. | |
|---|---|
| (Registrant) | |
| Dated: September 17, 2020 | /s/ Salvatore R. DeFrancesco, Jr. |
| Salvatore R. DeFrancesco, Jr. | |
| Treasurer and Chief Financial Officer | |
| (Principal Financial Officer) |
Exhibit 99.1 New Director Silverman
FIDELITY D & D BANCORP, INC.
FOR IMMEDIATE RELEASE
Date:September 17, 2020
Contacts:
Daniel J. Santaniello
President and Chief Executive Officer
570-504-8035
ALAN SILVERMAN, CPA APPOINTED
TO THE BOARD OF DIRECTORS OF
FIDELITY D & D BANCORP, INC.
Dunmore, PA – September 17, 2020 — Fidelity D & D Bancorp, Inc. (NASDAQ: FDBC) (“Fidelity”) announced that effective Tuesday, September 15th, Alan Silverman, CPA has been appointed to the Board of Directors to serve as a Class B Director until the 2023 Annual Meeting of Shareholders. In conjunction with this appointment, Mr. Silverman was also elected to serve on the Board of Directors of The Fidelity Deposit and Discount Bank (“Fidelity Bank”), the wholly owned subsidiary of Fidelity.
“Alan’s industry knowledge and commitment to the community are well known throughout the area,” said Brian J. Cali, Chairman of the Board of Directors. “We are pleased to welcome him as a Director and look forward to having his valuable insight and understanding.”
Mr. Silverman, a Certified Public Accountant for over thirty years, operates his own firm specializing in meeting the needs of the healthcare industry. He is one of the Founders and CEO of PrimeMed P.C. Mr. Silverman has acted as President of not-for-profit nursing home corporations, serving the Medicaid community, and is a past President of Glen Oak Country Club.
About Fidelity D & D Bancorp, Inc.
Fidelity D & D Bancorp, Inc, has built a strong history as trusted financial advisors to the clients served by Fidelity Bank, which has built a strong history as a locally owned and operated community bank. Serving the individuals, families and businesses for over 118 years within Lackawanna and Luzerne Counties and the Lehigh Valley, there are 20 branch offices along with Fidelity Bank Wealth Management offices in Schuylkill County. A full-service, 24-hour, 7 day a week Customer Care Center serves as a virtual branch, accepting and assisting those clients who prefer to open accounts and transact business via telephone, chat or online. Additionally, Fidelity Bank offers full-service Trust & Investment Departments, a Mortgage Center, and an array of personal and business banking products and services.
Fidelity Bank has been recognized nationally for its sound financial performance, and superior customer experience. It has been identified as one of the Top 200 Community Banks in the country by American Banker for six years in a row, and Forbes ranked it one of the Best In-State Banks for the past two years. The company has been the #1 mortgage lender in the Lackawanna County market for over 8 years. Fidelity Bank is passionate about success and committed to building strong relationships through superior service. Fidelity Bank's deposits are insured by the Federal Deposit Insurance Corporation up to the full extent permitted by law.