UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): January 29, 2009
PVF Capital Corp.
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(Exact Name of Registrant as Specified in Charter)
Ohio 0-24948 34-1659805
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(State or Other Jurisdiction Commission File Number (I.R.S. Employer
of Incorporation) Identification No.)
30000 Aurora Road, Solon, Ohio 44139
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (440) 248-7171
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Not Applicable
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(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))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c)
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
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APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENT OF
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CERTAIN OFFICERS
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(b) On January 29, 2009, Richard M. Osborne resigned as a director of
the Company and the Bank. Also on January 29, 2009, John R. Male, Chief
Executive Officer of the Company and the Bank, resigned as Chairman of the
Boards of the Company and the Bank.
(d) On January 29, 2009, Mark D. Grossi was elected to the Boards of
Directors of the Company and the Bank, filling the vacancies created by the
resignation of Mr. Osborne. Mr. Grossi will serve as Chairman of the Company's
and the Bank's Boards of Directors.
(e) John R. Male entered into a Letter Agreement, dated January 29,
2009, with the Company and the Bank pursuant to which, among other things, Mr.
Male (i) will resign as Chairman of the Boards of the Company and the Bank,
effective immediately, while continuing to serve as a member of the Company's
and the Bank's Boards of Directors, and (ii) will resign as Chief Executive
Officer of the Company and the Bank, effective upon the earlier of (a) March 31,
2009 or (b) the date on which the Boards of Directors of the Company and the
Bank appoint a successor Chief Executive Officer of the Company and the Bank.
Upon Mr. Male's resignation, he will be appointed President of the Company's
wholly owned subsidiary, PVF Service Corporation. The Letter Agreement also
provides that Mr. Male agrees not to exercise the right to terminate his
employment for "good reason" under his severance agreement on account of the
changes to his employment duties and responsibilities.
For more information, reference is made to the Company's press release
dated January 29, 2009, a copy of which is attached hereto as Exhibit 99.1 and
incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
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(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) The following exhibit is filed herewith:
Exhibit 99.1 Press Release dated January 29, 2009
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.
PVF CAPITAL CORP.
Dated: February 4, 2009 By: /s/ Jeffrey N. Male
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Jeffrey N. Male
Vice President and Secretary