UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):April 23, 2013
FIRST DEFIANCE FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
Ohio (State or other jurisdiction of incorporation) | 0-26850 (Commission File No.) | 34-1803915 (IRS Employer I.D. No.) |
601 Clinton Street, Defiance, Ohio 43512
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (419) 782-5015
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 (see General Instruction A.2. below):
| ¨ | 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)) |
Explanatory Note
This Form 8-K/A is being filed as an amendment to the Current Report on Form 8-K filed on April 26, 2013 (the “Original 8-K”) byFirst Defiance Financial Corp. (“First Defiance”)solely for the purpose of disclosing the determination of the Board of Directors of First Defiance with respect to the frequency of shareholder advisory votes on executive compensation. This Form 8-K/A does not amend or modify the Original 8-K in any other respect.
Section 5 – Corporate Governance and Management
Item 5.07. Submission of Matters to a Vote of Security Holders.
| (d) | On April 23, 2013, First Defiance held its 2013 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the shareholders of First Defiancerecommended, on an advisory basis, that future advisory votes on executive compensation should be held every year. Consistent with the shareholder recommendation, the Board of Directors of First Defiance has determined that it will hold an advisory vote on executive compensation every year. First Defiance is required to hold shareholder advisory votes on the frequency interval every six years. |
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.
| | FIRST DEFIANCE FINANCIAL CORP. |
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| | By: | /s/ Donald P. Hileman |
| | | Donald P. Hileman |
| | | Chief Financial Officer |
Date: May 28, 2013
