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): January 12, 2006
OAK HILL FINANCIAL, INC.
(Exact name of Registrant as specified in its charter)
Ohio 0-26876 31-1010517
(State or jurisdiction (Commission or file number) (IRS Employer
of incorporation) identification number)
14621 S. R. 93
Jackson, OH 45640
(Address of principal executive offices)
(740) 286-3283
(Registrant's phone number, including area code)
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:
[_] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17
CFR 240.14a-12(b))
[_] 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 240.13(e)-4(c))
The information in this report Item 2.02, including the exhibit
attached hereto, is furnished solely pursuant to Item 2.02 of this Form 8-K.
Consequently, it is not deemed "filed" for the purposes of Section 18 of the
Securities Exchange Act of 1934, or otherwise subject to the liabilities of that
section. Further, the information in this report, including the exhibit, shall
not be deemed to be incorporated by reference into the filings of the registrant
under the Securities Act of 1933.
Item 1.01 Entry Into a Material Definitive Agreement.
On January 17, 2006, the Governance and Compensation Committee of the
Board of Directors (the "Compensation Committee") of Oak Hill Financial, Inc.
(the "Company") approved the 2006 Executive Incentive Plan (the "Plan"). Under
the terms of the Plan, the Company's executive officers, and certain
non-executive officers, are eligible to receive cash incentives based upon the
achievement of financial objectives established by the Compensation Committee.
The Compensation Committee has determined that the cash incentives under the
Plan will be based upon a targeted increase in Net Operating Income of the
Company. For this purpose, the calculation of Net Operating Income excludes
non-operating gains and losses and all securities gains and losses. The
Compensation Committee also approved, based on specified levels of Net Operating
Income, the following thresholds and target payments for the following executive
officers:
Executive Officer Cash Incentive Payout
- ----------------- ---------------------
Threshold Target
--------- ------
(95% of Target)
Chief Executive Officer $2,500 $61,500
(Ralph E. Coffman, Jr.)
President of Oak Hill Banks $2,000 $49,200
(Scott J. Hinsch, Jr.)
Executive Vice President & Secretary $1,600 $39,400
(Ron J. Copher)
Executive Vice President $1,600 $39,400
(Miles R. Armentrout)
Executive Vice President $1,600 $39,400
(David G. Ratz)
Executive Vice President $1,600 $39,400
(D. Bruce Knox)
The Compensation Committee did not establish a maximum payment under the Plan.
If the Company's targeted increase in Net Operating Income is realized, the
total amount to be paid to the executive officers is $268,300. No payments will
be made for performance below the threshold level of Net Operating Income and no
payments will be made if the Company's consolidated allowance for loan losses is
below a targeted level. In addition, the cash incentive payments under the Plan
will be reduced if the non-performing loans of the Company exceed one percent
(1%) of total loans.
Item 2.02: Results of Operations and Financial Condition
On January 12, 2006, Oak Hill Financial, Inc. issued a press release announcing
its results of operations and financial condition for the twelve and three
months ("fourth quarter") ended December 31, 2005. A copy of the press release
is attached as Exhibit 99.
Item 9.01: Financial Statements and Exhibits
(c) Exhibits.
Exhibit No. Description
----------- -----------
99 Press release of Oak Hill Financial, Inc., dated January
12, 2006, announcing the Company's earnings for the
fourth quarter ended December 31, 2005.
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.
Oak Hill Financial, Inc.
/s/ Ron J. Copher
Date: January 20, 2006
Ron J Copher
Chief Financial Officer,
Treasurer & Secretary
EXHIBIT INDEX
Exhibit Number Description
- -------------- -----------
99 Press release of Oak Hill Financial, Inc., dated
January 12, 2006, announcing the Company's earnings
for the fourth quarter ended December 31, 2005.