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
November 7, 2024
Date of Report (date of earliest event reported)
___________________________________
Burke & Herbert Financial Services Corp.
(Exact name of registrant as specified in its charter)
___________________________________
| | | | | | | | |
Virginia (State or other jurisdiction of incorporation or organization) | 001-41633 (Commission File Number) | 92-0289417 (I.R.S. Employer Identification Number) |
100 S. Fairfax Street Alexandria, VA 22314 |
| (Address of principal executive offices and zip code) |
| (703) 666-3555 |
| (Registrant's telephone number, including area code) |
___________________________________
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 | Trading Symbol | Name of each exchange on which registered |
| Common stock, par value $0.50 | BHRB | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.
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
Jeffrey A. Welch, Chief Credit Officer for Burke & Herbert Bank & Trust Company (the “Bank”), a wholly owned subsidiary of Burke & Herbert Financial Services Corp. (the “Company”), has notified the Company of his intention to retire effective December 31, 2024. Mr. Welch’s retirement is consistent with the Bank’s overall succession plan. Consistent with the terms of his current employment, Mr. Welch will continue to participate in the Management Incentive Plan and Supplemental Executive Retirement Plan program until retirement. In addition, in recognition of Mr. Welch's years of service and dedication to the Company, the parties anticipate negotiating a Separation Agreement and Release of Claims (the "Agreement"), pursuant to which Mr. Welch will be provided (i) one year of salary continuation plus benefits coverage and (ii) vesting of previously awarded time-based restricted stock units. The parties anticipate that the Agreement will contain customary confidentiality, non-disparagement, and customer and employee non-solicitation provisions regarding Mr. Welch's activities for one year following his retirement.
Item 9.01 - Financial Statements and Exhibits
(d) The following exhibits are being filed herewith:
| | | | | | | | |
| Exhibit No. | | Description |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on this 13th day of November, 2024.
| | | | | |
| Burke & Herbert Financial Services Corp. |
| |
| By: | /s/ Roy E. Halyama |
| Name: | Roy E. Halyama |
| Title: | Executive Vice President, CFO |
