SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
January 31, 2020
SOUND FINANCIAL BANCORP, INC.
(Exact name of Registrant as specified in its Charter)
(State or other jurisdiction of
(Commission File No.)
(IRS Employer Identification
2400 3rd Avenue, Suite 150 , Seattle, Washington
(Address of principal executive offices)
Registrant's telephone number, including area code: (206) 448-0884
(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:
Title of each class
Name of each exchange on which registered
Common Stock, par value $0.01 per share
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. ☐
Items to be Included in this Report
ITEM 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 31, 2020, the Board of Directors of Sound Financial Bancorp, Inc. (the “Company”) reviewed and approved, effective for the 2020 calendar year, the attached Annual Bonus Plan (the “Bonus Plan”). Under the Bonus Plan, executive officers of the Company and its wholly owned subsidiary, Sound Community Bank, are eligible to receive annual cash incentive awards based on the achievement of pre-established quantitative and qualitative corporate performance goals established by the Board of Directors based on the recommendation of the Compensation Committee. To the extent earned, bonuses are subject to upward or downward adjustment by up to 50%, based on the percentage that actual net income is above or below the targeted net income as set by the Board of Directors. Bonus amounts paid to individuals under the Bonus Plan are subject to upward or downward adjustment by the Board of Directors in its discretion. The Bonus Plan is reviewed annually by the Company's Compensation Committee of the Board of Directors to ensure proper alignment with the Company's business objectives. The Bonus Plan will remain in effect each year until terminated or modified by the Company. The Bonus Plan is attached to this Form 8-K and is incorporated herein by reference.
ITEM 9.01Financial Statements and Exhibits
Exhibit 10.1Annual Bonus 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.
SOUND FINANCIAL BANCORP, INC.
Date: February 3, 2020
/s/ Laura Lee Stewart
Laura Lee Stewart
President and CEO