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
February 24, 2022
Date of Report (Date of earliest event reported)
REPUBLIC FIRST BANCORP, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania | | 000-17007 | | 23-2486815 |
| (State or other jurisdiction | | (Commission | | (IRS Employer |
| of incorporation) | | File Number) | | Identification No.) |
50 South 16th Street, Suite 2400, Philadelphia, Pennsylvania | | 19102 |
| (Address of principal executive offices) | | (Zip Code) |
(215) 735-4422
Registrant’s telephone number, including area code
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:
| ☐ | | 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)) |
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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:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock | FRBK | Nasdaq Global 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 §240.12b-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 February 24, 2022, following approval of a majority the members of the Compensation Committee of Republic First Bancorp, Inc. (the “Company”), the Company and Republic Bank (the “Bank”) provided written notice of their intention not to renew the Amended and Restated Employment Agreement, dated as of March 1, 2021 (the “Agreement”), with Harry D. Madonna, President and Chairman Emeritus of the Company, and a director of the Company and the Bank. The term of the Agreement was for an initial two-year period, with additional annual one-year renewals on each anniversary date of the Agreement absent notice of nonrenewal by either Mr. Madonna or the Company and the Bank. As a result of the notice of nonrenewal provided by the Company and the Bank, the Agreement will terminate in accordance with its terms on February 28, 2023.
The foregoing description of the Agreement is qualified in its entirety by reference to the Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
| 10.1 | | |
| | | |
| 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.
| | REPUBLIC FIRST BANCORP, INC. |
| | | |
| Dated: March 2, 2022 | | |
| | | |
| | By: | /s/ Frank A. Cavallaro | |
| | Name: | Frank A. Cavallaro |
| | Title: | Executive Vice President and
Chief Financial Officer |
