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) November 15, 2021
NORWOOD FINANCIAL CORP
(Exact name of registrant as specified in its charter)
Pennsylvania | 0-28364 | 23-2828306 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
717 Main Street, Honesdale, Pennsylvania | 18431 | |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (570) 253-1455
Not Applicable
(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 of each class | Trading symbol(s) | Name of each exchange on which registered | ||
Common Stock, par value $0.10 per share | NWFL | 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. ☐
NORWOOD FINANCIAL CORP
INFORMATION TO BE INCLUDED IN THE REPORT
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On November 15, 2021, Norwood Financial Corp (the “Company”) issued a press release to announce that Lewis J. Critelli, President and Chief Executive Officer of the Company, and its wholly owned subsidiary, Wayne Bank (“Bank”), has notified the boards of directors of the Company and the Bank that he intends to retire as the President and Chief Executive Officer during the first half of 2022, subject to the successful completion of a search process for a successor. Mr. Critelli has served as the president and chief executive officer of both the Company and the Bank since 2010. Mr. Critelli intends to continue serving as a director of the Company and the Bank following his retirement as an executive officer, with his current term as a director of the Company ending in 2024. The Company’s board of directors is currently undertaking a process to choose the next president and chief executive officer for the Company and the Bank and has an engaged Kaplan Partners, an executive search firm to assist in this matter. The Board will consider both internal and external candidates for the position. With the assistance of Mr. Critelli, the Company’s board of directors anticipates a smooth transition to be completed by June 30, 2022.
Mr. Critelli’s announcement of his intention to retire in 2022 is due to personal reasons and is not the result of any disagreement with the Company or the Bank.
A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits:
No. | Description | |
99.1 | Press Release dated November 15, 2021 | |
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 report to be signed on its behalf by the undersigned hereunto duly authorized.
NORWOOD FINANCIAL CORP | ||||||
Date: November 15, 2021 | By: | /s/ Lewis J. Critelli | ||||
Lewis J. Critelli President and Chief Executive Officer (Duly Authorized Representative) |