8-K
NEW PEOPLES BANKSHARES INC (NWPP)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
WASHINGTON,D.C. 20549
FORM 8-K
CURRENTREPORT
Pursuantto Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): May 29, 2020
New PeoplesBankshares, Inc.
(Exact name of registrant as specified in its charter)
| Virginia | 000-33411 | 31-1804543 |
|---|---|---|
| (State<br> or other jurisdiction of incorporation) | (Commission<br> File Number) | (I.R.S.<br> Employer Identification No.) |
| 67 Commerce Drive, Honaker, VA | 24260 | |
| --- | --- | |
| (Address<br> of principal executive offices) | (Zip<br> Code) |
Registrant’s telephone number, including area code: (276) 873-7000
N/A
(Former name or former address, if changed 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:
[ ] 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<br> of each class | Trading<br> Symbol(s) | Name<br> 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 Certain Officers: Election of Directors; Appointment of Certain Officers; Compensatory Arrangementsof Certain Officers.
On June 1, 2020, New Peoples Bankshares, Inc. (the “Company”) issued a press release announcing the departure of Frank Sexton, Jr. as Executive Vice President and Chief Operating Officer of both the Company and the Company’s wholly-owned subsidiary, New Peoples Bank, Inc. (the “Bank”), effective June 30, 2020. On May 29, 2020, Mr. Sexton notified the Company of his intent to resign from the Company and the Bank effective June 30, 2020. Mr. Sexton’s responsibilities with the Bank will be assumed by Debbie Arrington, Senior Vice President Banking Operations and Landon McGlothlin, Senior Vice President and Chief Information Officer.
In connection with his departure, the Company, the Bank and Mr. Sexton entered into a Change in Employment Status Agreement, dated May 29, 2020 (the “Agreement”). The Agreement provides that, effective upon Mr. Sexton’s departure, he will receive a severance payment of $81,854 (an amount equal to approximately 22 weeks’ salary), a payment for unused vacation time of $7,468 and a payment of $682 for his regular opt-out of the Company’s health insurance plan. In addition, under the terms of the Agreement, Mr. Sexton will provide consulting services to the Company and the Bank for a period of six months until December 31, 2020, for which he will receive an aggregate amount of $97,089 for such services. Pursuant to the Agreement, Mr. Sexton will be subject to certain confidentiality and non-disclosure provisions.
In connection with Mr. Sexton’s receiving the departure-related payments, and as part of the consulting arrangement, he will enter into a separation agreement that will include customary release and waiver of claims provisions in favor of the Company, the Bank and other Company-related parties.
The foregoing summary of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement, a copy of which is attached as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference. A copy of the Company’s press release is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Press release dated June 1, 2020
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.
| NEW PEOPLES BANKSHARES, INC. | ||
|---|---|---|
| Date:<br> June 1, 2020 | By: | /s/<br> John J. Boczar |
| John<br> J. Boczar | ||
| Executive<br> Vice President and<br><br> <br>Chief Financial Officer |
NEWSRELEASE
FOR IMMEDIATE RELEASE:
June 1, 2020
NewPeoples Bankshares, Inc. Announces Departure Of EVP & COO
June 1, 2020 (Honaker, Virginia) – New Peoples Bankshares, Inc. (OTC Markets: NWPP) (the “Company”) and its wholly-owned subsidiary New Peoples Bank, Inc. (the “Bank”) announced that Frank Sexton, Jr., 70, Executive Vice President and Chief Operating Officer of both the Company and the Bank, has decided to resign effective June 30, 2020.
“Frank has been with the Bank since before the doors opened in 1998 and is completing 22 years of service at the Bank and 48 years in the banking industry. His leadership and innovation have helped New Peoples Bank to successfully progress to where we are today and positioned us well for many years ahead,” stated Todd Asbury, President and Chief Executive Officer. “Frank has been instrumental in accomplishing the Bank’s strategic initiatives to establish a state-of-the-art and secure information systems network; to implement a digital banking platform; to guide the Bank into modern day operations and systems; and to develop a great group of people who will be able to successfully carry on in his absence. We are very appreciative of Frank and wish him well.”
Sexton stated, “I am pleased to have helped develop New Peoples Bank from its inception into where it is today. It has been like ‘my baby’ and to see it grow to where it is today gives me a great sense of accomplishment. We have been able to accomplish a lot of great things. I will miss those that I work with, but look forward to the opportunities ahead. I am confident that the Bank will continue to do great things.” Sexton has agreed to assist with the transition through the remainder of the year.
Succeeding Mr. Sexton are Debbie Arrington, 54, SVP Banking Operations and Landon McGlothlin, 33, SVP and Chief Information Officer. They will assume the leadership responsibilities of their respective areas of the Bank. Arrington joined the Bank in November 1998 and has over 33 years of banking experience and McGlothlin joined the Bank in March 2005 with 15 years of banking experience. In addition to their experience, both hold various professional certifications that provide the qualifications needed to successfully fulfill their duties. Asbury commented, “Although they have big shoes to fill, I am confident that Debbie and Landon will both be able to provide continued strong leadership in these critical operational areas. Under Frank’s mentorship, they have professionally grown and proven themselves as capable leaders.”
About New Peoples Bankshares,Inc.
New Peoples Bankshares, Inc. is the financial holding company for New Peoples Bank, Inc., a community bank with 20 offices serving the Tri-State Area of southwestern Virginia, southern West Virginia and northeastern Tennessee. The Bank offers a full range of banking and financial services focused primarily on individuals, small to medium size businesses, and the professional community. The Bank strives to serve the financial needs of its customers while developing personal, hometown relationships.
Caution About Forward-LookingStatements
This news release contains statements concerning the Company’s expectations, plans, objectives, future financial performance and other statements that are not historical facts. These statements may constitute “forward-looking statements” as defined by federal securities laws. These statements may address issues that involve estimates and assumptions made by management, risks and uncertainties, and actual results could differ materially from historical results or those anticipated by such statements. Important factors that may cause actual results to differ from projections include:
(i) the success or failure of efforts to implement the Company’s business plan; (ii) any required increase in the Company’s regulatory capital ratios; (iii) satisfying other regulatory requirements that may arise from examinations, changes in the law and other similar factors; (iv) deterioration of asset quality; (v) changes in the level of the Company’s nonperforming assets and charge-offs; (vi) fluctuations of real estate values in the Company’s markets; (vii) the Company’s ability to attract and retain talent; (viii) demographical changes in the Company’s markets which negatively impact the local economy; (ix) the uncertain outcome of enacted legislation to stabilize the United States financial system; (x) the successful management of interest rate risk; (xi) the successful management of liquidity; (xii) changes in general economic and business conditions in the Company’s market area and the United States in general; (xiii) credit risks inherent in making loans such as changes in a borrower’s ability to repay and the Company’s management of such risks; (xiv) competition with other banks and financial institutions, and companies outside of the banking industry, including online lenders and those companies that have substantially greater access to capital and other resources; (xv) demand, development and acceptance of new products and services the Company has offered or may offer; (xvi) the effects of, and changes in, trade, monetary and fiscal policies and laws, including interest rate policies of the Board of Governors of the Federal Reserve System, inflation, interest rate, market and monetary fluctuations; (xvii) the occurrence of significant natural disasters, including severe weather conditions, floods, health related issues (including the recent novel coronavirus (COVID-19) outbreak and the associated efforts to limit the spread of the disease), and other catastrophic events; (xviii) technology utilized by the Company; (xix) the Company’s ability to successfully manage cyber security; (xx) the Company’s reliance on third-party vendors and correspondent banks; (xxi) changes in generally accepted accounting principles; (xxii) changes in governmental regulations, tax rates and similar matters; and (xxiii) other risks which may be described in future filings the Company makes with the Securities and Exchange Commission. The Company expressly disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Contact Information:
New Peoples Bankshares, Inc.
C. Todd Asbury, President and CEO
(276) 873-7000
