Old Second Bancorp Inc 8-K, filed Oct 19, 2020
Old Second Bancorp Inc (OSBC)
About this 8-K
Old Second Bancorp Inc filed this 8-K on October 19, 2020.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
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United States
Securities And Exchange Commission
Washington, D.C. 20549
FORM
Current Report
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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 October 19, 2020, upon the recommendation of the Nominating and Corporate Governance Committee of the board of directors (the “Board”) of Old Second Bancorp, Inc. (the “Company”), the Board increased its size to 13 directors and appointed Billy J. Lyons, Jr. and Jill E. York to fill the newly-created seats, effective immediately. Mr. Lyons and Ms. York were also elected to serve on the board of directors of our subsidiary bank, Old Second National Bank (the “Bank”).
Mr. Lyons has extensive experience in bank regulation and supervision having served for over 30 years with the Office of the Comptroller of the Currency, most recently as a National Bank Examiner, before his retirement in December 2019. Mr. Lyons was appointed as a Class I director for a term that will expire at our 2023 annual meeting of stockholders, and until his successor is duly elected and qualified. The Board has determined that Mr. Lyons is an independent director under the applicable listing standards of the Nasdaq Stock Market. Mr. Lyons was also appointed to the Risk Committee and the Loan Committee of the Bank’s board of directors.
Ms. York has extensive executive-level experience in the banking industry, most recently serving as President, Head of Equipment Finance and Leasing Solutions for Fifth Third Bank until April 2020. Before that, she held various executive level positions with MB Financial Inc. including serving as its Chief Financial Officer, and most recently serving as its Vice President and as Executive Vice President, Specialty Banking and Mergers and Acquisitions, of its subsidiary bank, until it was sold to Fifth Third Bank in March of 2019. Ms. York was appointed as a Class III director for a term that will expire at our 2022 annual meeting of stockholders, and until her successor is duly elected and qualified. The Board has determined that Ms. York is an independent director under the applicable listing standards of the Nasdaq Stock Market. Ms. York was also appointed to the Audit Committee of the Board and the IT Steering Committee of the Bank’s board of directors.
In connection with their appointment to the Board, Mr. Lyons and Ms. York have each been awarded an initial equity award of 1,500 time-based restricted stock units in accordance with the terms of our 2019 Equity Incentive Plan. Under the terms of the award agreements, the restricted stock units will cliff vest on the third anniversary of the October 19, 2020 grant date, based on the director’s continued service, subject to certain exceptions. Mr. Lyons and Ms. York will each participate in the Board’s standard non-employee director compensation arrangements, as described under “Director Compensation” in our definitive proxy statement filed with the SEC on July 17, 2020, which description is incorporated herein by reference, as such arrangements may be amended from time to time.
There are no other arrangements or understandings between Mr. Lyons or Ms. York and any other person pursuant to which they were selected to serve on the Board. There are no transactions in which the Company is a party and in which Mr. Lyons and Ms. York have a material interest subject to disclosure under Item 404(a) of Regulation S-K.
A copy of the press release that we issued on October 19, 2020 announcing the election of Mr. Lyons and Ms. York is attached to this Current Report on Form 8-K as Exhibit 99.1.
Item 8.01 Other Events
On October 19, 2020, the Registrant’s Board of Directors declared a cash dividend of $.01 per share payable on
November 9, 2020, to stockholders of record as of October 30, 2020.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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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.
| OLD SECOND BANCORP, INC. | |
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Dated: October 19, 2020 | By: | /s/ Bradley S. Adams |
| | Bradley S. Adams |
| | Executive Vice President and |
| | Chief Financial Officer |
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Bradley S. Adams | For Immediate Release | ||
Chief Financial Officer | October 19, 2020 | ||
(630) 906-5484 | | ||
Old Second Bancorp Announces the Appointment of Two New Directors
Aurora, IL, October 19, 2020 – Old Second Bancorp, Inc. (the “Old Second ) (NASDAQ: OSBC), the holding company for Old Second National Bank (the “Bank”), announced today that it has increased the size of the Board of Directors to 13 members and appointed Billy J. Lyons, Jr. and Jill E. York to the Board, effective October 19, 2020. Mr. Lyons and Ms. York were also appointed to the Board of Directors of the Bank.
William Skoglund, Chairman of the Board of Old Second, commented: “I am pleased to welcome Billy and Jill to our Board and look forward to working with them. They both bring considerable experience in the financial services industry and broad knowledge of both the risks and opportunities that will confront Old Second in the years ahead. We are confident that the addition of Billy and Jill will provide valuable perspective and enhance the diversity of experiences and viewpoints on the Board as we continue to execute on our strategies to drive growth and enhance value for our stockholders.”
Mr. Lyons brings extensive bank regulatory and bank supervision experience having served for over 30 years with the Office of the Comptroller of the Currency, most recently as a National Bank Examiner, before his retirement in December 2019. Mr. Lyons was appointed as a Class I director for a term expiring in 2023 and will serve on the Risk Committee and Loan Committee of the Bank’s Board of Directors.
Ms. York brings extensive executive-level experience in the banking industry, most recently serving as President, Head of Equipment Finance and Leasing Solutions for Fifth Third Bank until April 2020. Before that, she held various executive level positions with MB Financial, Inc., including serving as its Chief Financial Officer for 16 years, and most recently serving as its Vice President and as Executive Vice President, Specialty Banking and Mergers and Acquisitions, of its subsidiary bank, until it was sold to Fifth Third Bank in March of 2019. She is a member of the Illinois CPA Society and serves on the Board of Trustees of Illinois Wesleyan University. Ms. York was appointed as a Class III director for a term expiring in 2022 and will serve on Old Second’s Audit Committee and on the IT Steering Committee of the Bank’s Board of Directors.
About Old Second
Old Second Bancorp, Inc. (NASDAQ:OSBC) is a bank holding company headquartered in Aurora, Illinois, with over $2.9 billion in consolidated assets at June 30, 2020. Old Second operates through its subsidiary bank, Old Second National Bank, with 29 banking centers across seven counties in northern Illinois. More information about Old Second Bancorp is available by visiting the “Investor Relations” section of its website www.oldsecond.com.
Forward-Looking Statements
This press release and statements by our management may contain forward-looking statements within the Private Securities Litigation Reform Act of 1995. Forward looking statements can be identified by words such as “will,” “continue,” “anticipate,” “expect,” “intend,” “believe,” “may,” “likely,” or other statements that indicate future periods. Such forward-looking statements are subject to risks, uncertainties, and other factors, which could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements, (1) the strength of the United States economy in general and the strength of the local economies in which we conduct our operations may be different than expected, including, but not limited to, due to the negative impacts and disruptions resulting from the recent outbreak of the novel coronavirus, or COVID-19, on the economies and communities we serve, which may have an adverse impact on the our business, operations and performance, and could have a negative impact on our credit portfolio, share price, borrowers, and on the economy as a whole, both domestically and globally; (2) the rate of delinquencies and amounts of charge-offs, the level of allowance for credit loss, the rates of loan growth, or adverse changes in asset quality in our loan portfolio, which may result in increased credit risk-related losses and expenses; (3) changes in legislation, regulation, policies, or administrative practices, whether by judicial, governmental, or legislative action, including, but not limited to, the Coronavirus Aid, Relief, and Economic Security Act, or the “CARES Act”; (4) adverse conditions in the stock market, the public debt market and other capital markets (including changes in interest rate conditions) could have a negative impact on us; and (5) changes in interest rates, which may affect our net income, prepayment penalty income, mortgage banking income, and other future cash flows, or the market value of our assets, including our investment securities. Additional risks and uncertainties are contained in the “Risk Factors” and forward-looking statements disclosure in our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. The inclusion of this forward-looking information should not be construed as a representation by us or any person that future events, plans, or expectations contemplated by us will be achieved. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.