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): May 3, 2022
BANKFINANCIAL CORPORATION
(Exact Name of Registrant as Specified in Charter)
Commission File Number 0-51331
| | Maryland | 75-3199276 |
| | (State or Other Jurisdiction of Incorporation) | (I.R.S. Employer Identification No.) |
60 North Frontage Road, Burr Ridge, Illinois 60527
(Address of Principal Executive Offices)
Registrant’s telephone number, including area code: (800) 894-6900
Not Applicable
(Former name, former address and former fiscal year, 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 (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 | | BFIN | | 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. |
On May 3, 2022, BankFinancial Corporation (the “Company”) and BankFinancial, NA (the “Bank”) entered into amended and restated employment agreements (the “Amended Agreements”) with F. Morgan Gasior, Chairman of the Board, President and Chief Executive Officer and Paul A. Cloutier, Executive Vice President and Chief Financial Officer. The Amended Agreements are effective as of May 3, 2022 and replace the prior employment agreements with the Company and the Bank, as amended (the “Prior Agreements”).
The term of each Amended Agreement ends on May 3, 2025, and unless certain termination events occur, the term will generally extend for an additional twelve months on each anniversary date thereafter, such that the term will be thirty-six months. Under the Amended Agreements, Messrs. Gasior and Cloutier will be paid an annual base salary and will be provided with certain benefits applicable to executive personnel.
The Amended Agreements provide disability benefits, death benefits and severance in the event of a qualifying termination of employment. In the event the executive’s employment is terminated without cause or for “good reason” (as defined in the Amended Agreements), the executive would be paid an amount equal to three times the executive’s “average annual compensation” (as defined in the Amended Agreements), in a lump sum, and the executive would receive continued coverage under certain insurance plans for thirty-six months.
The Amended Agreements require the executive to execute a general release in consideration for any severance amounts and provide non-solicitation restrictions.
Under the Amended Agreements, the definition of “good reason” was substantially revised to generally include: (i) the relocation of executive’s principal place of employment to a place that is more than 15 miles from designated locations, (ii) a reduction in the executive’s base salary or a material reduction in the benefits; (iii) a material uncured breach of the employment agreement; and (iv) a material diminution in executive’s duties and responsibilities following the consummation of a “change of control” (as defined in the Amended Agreements, and referred to herein as a “Double Trigger”). Consequently, the Amended Agreements require a Double Trigger for payment to be made in connection with a change in control (and certain definitions of good reason under the Prior Agreements have been eliminated, such as a “modified single trigger” or failure to extend the term of the agreement).
The foregoing description of the Amended Agreements does not purport to be complete and it is qualified in its entirety by reference to copies of the Amended Agreements that are included as Exhibits 10.1, 10.2, 10.3 and 10.4 to this Current Report and incorporated by reference into this Item 5.02.
Item 9.01 Financial Statements and Exhibits.
| (a) | Financial Statements of Businesses Acquired. | Not Applicable. |
| (b) | Pro Forma Financial Information. | Not Applicable. |
| (c) | Shell Company Transactions. | Not Applicable. |
| (d) | Exhibits | |
| Number | Description |
| | |
| 10.1 | Amended and Restated Employment Agreement by and among BankFinancial Corporation and F. Morgan Gasior dated May 3, 2022. |
| 10.2 | Amended and Restated Employment Agreement by and among BankFinancial, NA and F. Morgan Gasior dated May 3, 2022. |
| 10.3 | Amended and Restated Employment Agreement by and among BankFinancial Corporation and Paul A. Cloutier dated May 3, 2022. |
| 10.4 | Amended and Restated Employment Agreement by and among BankFinancial, NA and Paul A. Cloutier dated May 3, 2022. |
| 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.
| Dated: | May 4, 2022 | | BANKFINANCIAL CORPORATION |
| | | | By: | /s/ F. Morgan Gasior | |
| | | | | F. Morgan Gasior | |
| | | | | Chairman of the Board and Chief Executive Officer |
