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): July 20, 2020
First Capital, Inc.
(Exact Name of Registrant as Specified in its Charter)
| Indiana | | 0-25023 | | 35-2056949 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
220 Federal Drive N.W., Corydon, Indiana 47112
(Address of Principal Executive Offices) (Zip Code)
(812) 738-2198
(Registrant’s Telephone Number, Including Area Code)
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 $0.01 per share | FCAP | 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. ¨
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(d) On July 20, 2020, the Board of Directors (the “Board”) of First Capital, Inc. (the “Company”), upon the recommendation of its Nominating Committee, increased the size of the Board from 11 to 12 members and appointed Jill Saegesser to fill the vacancy so created, effective July 20, 2020. Ms. Saegesser will serve on the Directors Loan Committee and the Compensation Committee of the Company’s Board.
Ms. Saegesser is currently Vice President of Redevelopment and Grant Services for The Wheatley Group, LLC. She also serves on the Board of Directors of the Homeless Coalition of Southern Indiana. She holds a Bachelor of Science degree in Public Financial Management from Indiana University.
Ms. Saegesser’s civic interests and development background will provide the Board with a unique perspective on economic development initiatives. Additionally, her strong ties to the local community and to many governmental agencies will provide valuable insight regarding local businesses and community partnerships.
Ms. Saegesser has (i) no arrangements or understandings with any other person pursuant to which she was appointed to as a director, and (ii) no family relationship with any director or executive officer of the Company or any person nominated or chosen by the Company to become a director or executive officer.
Ms. Saegesser has had (i) no direct or indirect material interest in any transaction or series of similar transactions contemplated by Item 404(a) of Regulation S-K and, (ii) as of the date of this Current Report on Form 8-K, she holds no direct or indirect beneficial ownership in the Company’s stock or rights to acquire the Company’s stock.
Ms. Saegesser will receive the standard compensation, a portion of which will be pro-rated to reflect the actual time she will serve on the Company’s Board this year, paid by the Company to all of its non-employee directors.
The Company issued a press release on July 21, 2020 announcing the appointment of Jill Saegesser to the Company’s Board. A copy of the press release is attached as Exhibit 99.1 to this report and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following is furnished as an exhibit to this report and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1922, as amended:
SIGNATURE
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.
| | FIRST CAPITAL, INC. |
| | | |
| Date: July 21, 2020 | By: | /s/ William Harrod |
| | | Name: William Harrod |
| | | Title: Chief Executive Officer |
