| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
On May 1, 2020 (the “Closing Date”), Evans Bancorp, Inc. (“Evans”), the parent holding company of Evans Bank, N.A. (“Evans Bank”), completed the transactions contemplated by the Agreement and Plan of Reorganization, dated as of December 19, 2019, as amended on March 5, 2020 (the “Agreement”), by and among Evans, MMS Merger Sub, Inc., a wholly-owned subsidiary of Evans (“Merger Sub”), and FSB Bancorp, Inc. (“FSB”), the parent holding company of Fairport Savings Bank. On the Closing Date, (i) Merger Sub was merged with and into FSB, with FSB continuing as the surviving corporation (the “Merger”) (the effective time of the Merger, the “Effective Time”), (ii) immediately thereafter, FSB was merged with and into Evans, with Evans continuing as the surviving corporation (together with the Merger, the “Holdco Mergers”), and (iii) immediately following the consummation of the Holdco Mergers, Fairport Savings Bank was merged with and into Evans Bank, with Evans Bank continuing as the surviving bank (together with the First Merger and the Second Merger, the “Mergers”). The Mergers were described in the Registration Statement onForm S-4 (FileNo. 333-236425) filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 14, 2020, and amended on March 9, 2020 (the “Registration Statement”).
At the Effective Time, pursuant to the terms of the Agreement, each share of common stock, par value $0.01 per share, of FSB was converted into the right to receive, at the election of the holder, either $17.80 in cash or 0.4394 shares of common stock, par value $0.50, of Evans, subject to the allocation and proration procedures contained in the Agreement.
The foregoing summary of the Agreement and the Mergers is not complete and is qualified in its entirety by reference to the complete text of the Agreement, which is filed as Exhibit 2.1 to the Registration Statement, which is incorporated by reference as Exhibit 2.1 hereto and is incorporated herein by reference.
| Item 5.02 | Departure of Directors or Certain Officers;Election of Directors;Appointment of Certain Officers;Compensatory Arrangements of Certain Officers. |
Pursuant to the terms of the Agreement, the Evans board of directors (the “Board”) increased the number of directors that comprised the Board to 14 directors, an increase of one, and appointed Kevin D. Maroney, to fill the new seat on the Board, effective as of the Effective Time, to hold such office until his successor is elected and qualified or until his resignation or removal. In connection with such appointment, Mr. Maroney has been appointed to the Audit Committee and the Enterprise Risk Committee. Prior to the Merger, Mr. Maroney was President and Chief Executive Officer and a director of FSB.
Mr. Maroney will be entitled to receive compensation as anon-employee member of the Board, as described in the section entitled “Director Compensation” in the Evans’ 2020 Proxy Statement, filed with the SEC on March 24, 2020.
