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): June 24, 2010
BofI HOLDING, INC.
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 000-51201 | | 33-0867444 |
(State or other jurisdiction of
incorporation) | | (Commission File Number) | | (IRS Employer Identification
Number) |
| | | | |
| 12777 High Bluff Drive, Suite 100, San Diego, CA | | 92130 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (858) 350-6200
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 (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
At a regular meeting of the Board of Directors (the “Board”) of BofI Holding, Inc., and its subsidiary Bank of Internet USA (together, the “Company”), held on June 24, 2010, Connie Michelle Paulus announced her immediate resignation as director to pursue other business and personal interests and indicated that her resignation is not a result of any disagreement with the Company. The Company provided Ms. Paulus an opportunity to review this Current Report on Form 8-K to be filed on Monday, June 28, 2010. Mr. Paulus is in agreement with the contents of this Current Report on Form 8-K.
Ms. Paulus served as a director of the Company since 1999 and was a member of the Company’s Internal Asset Review (IAR) Committee and Nominating Committee. On June 24, 2010, the Board unanimously approved the appointment of Director Edward J. Ratinoff as Chairman of the IAR Committee.
In connection with Ms. Paulus’ resignation, the Board exercised its discretion pursuant to the terms of the Company’s 2004 Stock Incentive Plan to accelerate the vesting of all unvested shares of our common stock subject to restricted stock grants made to Ms. Paulus.
The acceleration of vesting of Ms. Paulus’ 7,200 shares of restricted stock required an after-tax income statement charge of $20,000 in the current period.
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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| | | | BofI HOLDING, INC. |
| | | | |
| Date: | | June 28, 2010 | | | | By: | | /s/ Andrew J. Micheletti |
| | | | | | | | Andrew J. Micheletti |
| | | | | | | | Senior Vice President and |
| | | | | | | | Chief Financial Officer |
