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): February 7, 2020
Bankwell Financial Group, Inc.
(Exact name of registrant as specified in its charter)
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| Connecticut | 001-36448 | 20-8251355 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
220 Elm Street
New Canaan, Connecticut 06840
(203) 652-0166
(Address of Principal Executive Officers and Telephone Number)
N/A
(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:
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | 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:
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Title of Each Class
| Trading Symbol(s)
| Name of Each Exchange on Which Registered
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Common Stock, no par value per share
| BWFG
| NASDAQ Global Market
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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 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
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| Emerging growth company | |
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| 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. | |
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Item 1.01
| Entry into a Material Definitive Agreement.
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| | On February 5, 2020, Bankwell Financial Group, Inc. (the “Company”) and Lawrence B. Seidman (“Seidman”) entered into an Agreement (the “Agreement”) pursuant to which Seidman will be nominated to serve as a director of the Company by the Company’s Board of Directors (the “Board”). If Seidman is elected to serve as a director of the Company at the Company’s 2020 Annual Meeting, he will also be appointed to the Board of Directors of the Company’s subsidiary, Bankwell Bank.
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| | The Agreement is attached as Exhibit 10.1 and incorporated herein by reference. |
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| Item 9.01 | Financial Statements and Exhibits |
| (a) | Not applicable. |
| (b) | Not applicable. |
| (c) | Not applicable. |
| (d) | Exhibits. |
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| Exhibit Number | Description |
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| 10.1 | |
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| SIGNATURES |
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| 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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| | BANKWELL FINANCIAL GROUP, INC. |
| | Registrant |
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| February 7, 2020 | By: /s/ Penko K. Ivanov |
| | Penko K. Ivanov |
| | Executive Vice President |
| | and Chief Financial Officer |
