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
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| Date of Report (Date of Earliest Event Reported): | | January 4, 2021 | ( | January 1, 2021 | ) |
Northrim BanCorp, Inc.
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(Exact name of registrant as specified in its charter)
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| Alaska | 0-33501 | 92-0175752 |
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(State or other jurisdiction | _____________
(Commission | _________________
(I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
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| 3111 C Street, | Anchorage, | Alaska | | 99503 |
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(Address of principal executive offices) | | ___________
(Zip Code) |
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| Registrant’s telephone number, including area code: | | 907- | 562-0062 |
Not Applicable
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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: None | | | | | | | | |
| TITLE OF EACH CLASS | TRADING SYMBOL | NAME OF EXCHANGE |
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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 (§240.126-2 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 Officer; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Effective January 1, 2021, the Compensation Committee of the Board of Directors of Northrim BanCorp, Inc. (the “Company”) and its wholly owned subsidiary, Northrim Bank (the “Bank”) (collectively, the “Employer”) deemed it appropriate that the Employer and each of the following named executive officers of the Company, Joseph M. Schierhorn, Chairman, President & Chief Executive Officer and Chief Operating Officer of the Company and Chairman, President and Chief Executive Officer of the Bank; Michael A. Martin, Executive Vice President, General Counsel and Corporate Secretary of the Company and Executive Vice President, General Counsel, Chief Operating Officer and Corporate Secretary of the Bank; , Jed W. Ballard, Executive Vice President and Chief Financial Officer of the Company and the Bank;, Michael G. Huston, Executive Vice President and Chief Lending Officer of the Bank; and Benjamin Craig, Executive Vice President and Chief Information Officer of the Bank, enter into a new employment agreement under which the provisions and terms remain, essentially, the same as their respective employment agreements that were in effect at December 31, 2020, except for certain changes to the employment agreement with Messrs. Schierhorn, Martin, Ballard, Huston and Craig discussed below.
Mr. Schierhorn’s new employment agreement provides for an increase in base salary to $441,418.
Mr. Martin’s new employment agreement provides for an increase in base salary to $318,725.
Mr. Ballard’s new employment agreement provides for an increase in base salary to $288,590.
Mr. Huston’s new employment agreement provides for an increase in base salary to $288,310.
Mr. Craig’s new employment agreement provides for an increase in base salary to $242,291.
Copies of the new employment agreements in their entirety for Messrs. Schierhorn, Martin, Ballard, Huston and Craig are filed herewith as Exhibits 10.1, 10.2, 10.3, 10.4 and 10.5, respectively.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements – not applicable
(b) Proforma financial information – not applicable
(c) Shell company transactions – not applicable
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| (d) Exhibit No. | | Description |
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| 10.1 | | Employment agreement with Joseph M. Schierhorn dated January 1, 2021 |
| 10.2 | | Employment agreement with Michael A. Martin dated January 1, 2021 |
| 10.3 | | Employment agreement with Jed W. Ballard dated January 1, 2021 |
| 10.4 | | Employment agreement with Michael G. Huston dated January 1, 2021 |
| 10.5 | | Employment agreement with Benjamin Craig dated January 1, 2021 |
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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| | | Northrim BanCorp, Inc. |
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| January 4, 2021 | | By: | | /s/ Michael A. Martin |
| | | | | Name: Michael A. Martin |
| | | | | Title: EVP, General Counsel & Corporate Secretary |
Exhibit Index
