knabUNITED 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 23, 2020
Date of Report
(Date of Earliest Event Reported)
WSFS Financial Corporation
(Exact Name of Registrant as Specified in its Charter)
| | | | | | | | | | | | | | |
| Delaware | | 001-35638 | | 22-2866913 |
(State or Other Jurisdiction
of Incorporation) | | (SEC Commission
File Number) | | (IRS Employer
Identification Number) |
| | | | |
| | | |
| | |
500 Delaware Ave,
Wilmington, Delaware, 19801
(Address of Principal Executive Offices) (Zip Code)
Registrant’s Telephone Number, including Area Code: (302) 792-6000
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:
| | | | | |
| ☐ | Written communication 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 | WSFS | Nasdaq Global Select Market |
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 40.12b-2).
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 November 23, 2020, Nancy J. Foster was appointed to the Board of Directors of WSFS Financial Corporation (“WSFS” or the “Company”), effective November 23, 2020. Ms. Foster is currently the President and Chief Executive Officer of The Risk Management Association.
With this appointment, the WSFS Board will have 12 members, nine of whom are independent, including Ms. Foster. Ms. Foster will be entitled to receive cash and equity compensation as a non-employee member of the Board, as described in the section entitled “Compensation of the Board of Directors” in the Company’s 2020 Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on March 23, 2020, the amount of which will be prorated from the date of her appointment. Ms. Foster will stand for reelection at the 2021 Annual Meeting of Stockholders. Ms. Foster will also serve on the Executive Committee of the Board.
There are no arrangements or understandings between Ms. Foster and any other person pursuant to which Ms. Foster was selected as a director, and there are no transactions to which the Company is a party and in which Ms. Foster has a material interest subject to disclosure under Item 404(a) of Regulation S-K.
A copy of the Company’s press release (“Press Release”) announcing the appointment of Ms. Foster to the WSFS Board of Directors, issued by the Company on November 23, 2020, is attached hereto as Exhibit 99.1 to this Form 8-K.
Item 9.01 Financial Statements and Other Exhibits.
(d) Exhibits.
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.
| | | | | | | | | | | | | | |
| | WSFS FINANCIAL CORPORATION |
| | | | |
| Date: | November 23, 2020 | By: | | /s/ Dominic C. Canuso |
| | | | Dominic C. Canuso
Executive Vice President and
Chief Financial Officer |
