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
Date of Report (Date of earliest event reported):April 16, 2018
| FIRST DEFIANCEFINANCIAL CORP. |
| (Exact name of registrant as specified in its charter) |
| OHIO | | 0-26850 | | 34-1803915 |
| (State or other jurisdiction of incorporation) | | (Commission File No.) | | (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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.¨
Section 2 – Financial Information.
| Item 2.02 | Results of Operations and Financial Condition. |
On April 16, 2018, First Defiance Financial Corp. (“FDEF”) issued a press release regarding its earnings for the quarter ended March 31, 2018. A copy of the press release is attached as Exhibit 99.1.
Section 5 – Corporate Governance and Management.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On April 16, 2018, William J. Small, Chairman of the Board of Directors of First Defiance Financial Corp. (“First Defiance”), announced his intention to retire from the Company’s Board of Directors, as well as from the respective Boards of Directors of First Federal Bank of the Midwest, the Company’s wholly-owned bank subsidiary, and First Insurance Group of the Midwest, Inc., the Company’s wholly-owned insurance subsidiary, effective July 31, 2018.
Mr. Small’s decision to retire from the Company’s Board does not arise from any disagreement with the Company.
Section 8 – Other Events.
On April 16, 2018, the FDEF Board of Directors declared a quarterly cash dividend of $0.30 per common share payable on May 25, 2018 to shareholders of record at the close of business on May 18, 2018. A copy of the press release is attached as Exhibit 99.1.
Section 9 – Financial Statements and Exhibits
| Item 9.01 | Financial Statements and Exhibits. |
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 thereunto duly authorized.
| | FIRST DEFIANCE FINANCIAL CORP. |
| | | |
| | By: | /s/ Kevin T. Thompson |
| | | Kevin T. Thompson |
| | | Chief Financial Officer |
Date: April 16, 2018
