Security Federal Corp 8-K, filed Jun 9, 2020
Security Federal Corp (SFDL)
8-K
2020-06-09
For: 2020-06-03
View Original
Added on
April 11, 2026
About this 8-K
Security Federal Corp filed this 8-K on June 9, 2020, reporting on events of June 3, 2020.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
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Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): June
3, 2020
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SECURITY FEDERAL CORPORATION
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(Exact name of registrant as specified in its charter)
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South Carolina
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000-16120
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57-0858504
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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238 Richland Avenue Northwest, Aiken, South Carolina
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29801
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(Address of principal executive offices)
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(Zip Code)
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Registrant's telephone number (including area code): (803) 641-3000
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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.
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[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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. [ ]
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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.
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(b) Security Federal Corporation (the “Company”) and its wholly-owned subsidiary, Security Federal Bank (the “Bank”) announced that, effective June 30, 2020, Jessica T. Cummins will
be resigning as Chief Financial Officer of the Company and the Bank, positions she has held since June 2014. Subsequent to her resignation, Ms. Cummins will continue to serve on the Company’s and Bank’s Boards of Directors.
(c) In connection with Ms. Cummins’ resignation, on June 30, 2020, the Company announced the promotion of Darrell Rains from Executive Vice President responsible for the mortgage, insurance and trust lines of business to
become the Company’s and the Bank’s Chief Financial Officer. Mr. Rains, age 63, is a certified public accountant and served as the Bank’s Executive Vice President since June 2019. Mr. Rains also was the Chief Financial Officer at Woodside
Communities – Woodside Development L.P. from March 2017 through April 2019 and at Southeastern Bank Financial Corporation and successors from October 2005 through March 2017.
A copy of the press release announcing Ms. Cummins resignation and Mr. Rains’ appointment is attached to this report as Exhibit 99.1 and
is incorporated herein by reference.
There are no arrangements or understandings between Mr. Rains and any person pursuant to which he was selected as the Company’s and
Bank’s Chief Financial Officer.
There are no family relationships between Mr. Rains and any of the Company’s directors, executive officers or persons nominated or chosen
by the Company to become a director or executive officer, and Mr. Rains is not a party to any transaction requiring disclosure under Item 404(a) of Regulation S-K.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
The following exhibit is being filed herewith and this list shall constitute the exhibit index:
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.
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SECURITY FEDERAL CORPORATION
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Date: June 9, 2020
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By:
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/s/ J. Chris Verenes |
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J. Chris Verenes
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Chief Executive Officer
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Exhibit 99.1
NEWS RELEASE
SECURITY FEDERAL CORPORATION ANNOUNCES
RESIGNATION OF CFO AND APPOINTMENT OF NEW CFO
Aiken, South Carolina (June 9, 2020) - Security Federal Corporation (“Company”) (OTCBB: SFDL), the holding company for Security Federal
Bank (“Bank”), today announced , effective June 30, 2020, Jessica T. Cummins will be resigning as Chief Financial Officer of the Company and the Bank, positions she has held since June 2014. Subsequent to her resignation, Ms. Cummins will continue
to serve on the Company’s and Bank’s Boards of Directors.
The Company also announced that Darrell Rains has been promoted to Chief Financial Officer of the Company and the Bank effective June 30, 2020.
“I am pleased that Darrell has accepted the promotion to Chief Financial Officer. He has extensive banking
background and experience and will make an important addition to our leadership team,” said J. Chris Verenes, Chief Executive Officer of the Company.
Mr. Rains has extensive experience as a Chief Financial Officer with a demonstrated history of working in the
financial services industry. He served as Executive Vice President and Chief Financial Officer of Southeastern Bank Financial Corporation and Georgia Bank & Trust Company, Augusta, Georgia and successors from October 2005 to March 2017. Mr.
Rains served as Executive Vice President- Regional Financial Officer for Regions Bank from 1998 to 2005. In that capacity, he was responsible for financial oversight and operational issues of 11 unit banks aggregating approximately $3.3 billion in
assets in a geographic region covering North Carolina, South Carolina, Virginia and the Central Savannah River Area portion of Georgia. From 1989 to 1998, Mr. Rains served as Executive Vice President and Chief Financial Officer for Palfed, Inc. and
subsidiaries, including Palmetto Federal Savings Bank of South Carolina, FSB. He was responsible for accounting, data processing, operations, treasury, and investor relations for the $700 million organization. He received his Bachelor of Science in
Business Administration from the University of South Carolina-Aiken in 1979. He is a South Carolina licensed CPA, a member of the American Institute of CPAs, the South Carolina Association of CPAs, and previously served on the Board of Directors of
the Financial Managers Society. He currently assists the Aiken Chapter of the American Heart Association in its fundraising efforts and serves as Treasurer for the Friends of Hopelands and Rye Patch.
Security Federal has 17 full service branches located in Aiken, Ballentine, Clearwater, Columbia, Graniteville, Langley, Lexington, North Augusta, Ridge
Spring, Wagener and West Columbia, South Carolina and Augusta and Evans, Georgia. A full range of financial services, including trust and investments, are provided by the Bank and insurance services are provided by the Bank’s wholly owned subsidiary,
Security Federal Insurance, Inc. The Bank’s newest branch, located in Augusta, Georgia, is under construction but scheduled to open next year. It will be a full-service branch offering depository banking as well as commercial and consumer lending.
For additional information contact J. Chris Verenes, Chief Executive Officer, at (803) 641-3000.
Forward-Looking Statements
This news release contains “forward-looking statements” within the meaning of and subject to the safe harbor protections of the Private Securities
Litigation Reform Act of 1995. In general,
forward-looking statements usually use words such as “may,” “believe,” “expect,” “anticipate,” “intend,” “will,” “should,” “plan,” “estimate,” “predict,”
“continue” and “potential” or the negative of these terms or other comparable terminology. Forward-looking statements represent management’s beliefs, based upon information available at the time the statements are made, with regard to the matters
addressed; they are not guarantees of future performance, nor should they be relied upon as representing management’s views as of any subsequent date. Forward-looking statements are subject to numerous assumptions, risks and uncertainties that change
over time and could cause actual results or financial condition to differ materially from those expressed in or implied by such statements. Except as required by law, the Company specifically disclaims any obligation to update any factors or to
publicly announce revisions to any forward-looking statements to reflect future events or developments.