UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): January 23, 2013
MUTUALFIRST FINANCIAL, INC. |
| (Exact name of registrant as specified in its chapter) |
| Maryland | | 000-27905 | | 35-2085640 |
(State or other jurisdiction of incorporation | | (Commission File Number) | | (IRS Employer Identification No.) |
| 110 E. Charles Street, Muncie, Indiana | | 47305-2419 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant's telephone number, including area code (765) 747-2800
| 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)) |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment ofCertain Officers; Compensatory Arrangements of Certain Officers
| (e) | On January 23, 2012, based on a recommendation from its Compensation Committee, the Board of Directors of the Registrant approved the MutualBank Executive Variable Compensation Plan, which provides for cash incentive payments to designated executives of the Registrant, including its three named executive officers and chief financial officer. This cash incentive plan provides for one-time payments to the designated executives based on earnings per share (“EPS”) for each fiscal year. Under the plan, cash payments are calculated as a percentage of base salary for the fiscal year, with the appropriate percentage determined by whether and what targeted EPS level is met that fiscal year. The plan does not create any vested rights in the participants and may be modified, repealed or discontinued at any time by the Board of Directors. In addition, the plan includes a clawback requiring repayment to the extent any payment made is later determined to have been based on performance measurements that are subsequently deemed to be inaccurate due to misstatement or misrepresentation. |
The foregoing description is a summary of this cash incentive plan and is qualified in its entirety by reference to the copy of the plan that is attached as Exhibit 10.22 and is hereby incorporated by reference into this Form 8-K by reference. The Registrant’s proxy statements for its annual meetings contain more specific information about annual EPS goals and payments under the plan.
Item 9.01. Financial Statements and Other Exhibits
10.22 MutualBank Executive Variable Compensation Plan
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 thereunto duly authorized.
| | | MUTUALFIRST FINANCIAL, INC. |
| | | | |
| Date: January 24, 2013 | | By: | /s/ David W. Heeter |
| | | | David W. Heeter |
| | | | President and Chief Executive Officer |
EXHIBIT INDEX
| | Exhibit Number | | Description |
| | | | |
| | 10.22 | | MutualBank Executive Variable Compensation Plan |
