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): May 23, 2008
ESSA BANCORP, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 001-33384 20-8023072
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(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
200 Palmer Street, Stroudsburg, Pennsylvania 18360
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (570) 421-0531
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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 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 Principals Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 23, 2008, the Compensation Committee of the Board of Directors
approved the granting of stock options and restricted stock awards to the
executive officers of the Company listed below:
Executive Officer Number of Options Number of Shares of Restricted Stock
----------------- ----------------- ------------------------------------
Gary S. Olson 360,844 135,847
Allan A. Muto 153,275 63,576
Robert S. Howes 123,799 51,350
V. Gail Warner 117,904 48,905
Diane K. Reimer 100,218 41,569
Thomas J. Grayuski 94,323 39,124
The grants were made in accordance with the terms of the 2007 Equity
Incentive Plan, which was approved by the stockholders at the May 8, 2008 annual
meeting of stockholders. All of the options vest in equal installments over a
five-year period, commencing on May 23, 2009, which is one year from the date of
the grant, and have an exercise price of $12.35 per share, which was the closing
market price/last sale price of the Company's common stock on May 23, 2008, the
date of the grant. The restricted stock awards also vest in equal installments
over a five-year period, commencing one year from the date of the grant (May 23,
2009). The vesting of the options and restricted stock awards accelerate upon
death or disability, retirement, involuntary termination of employment following
a change in control, and the grants have other terms and conditions consistent
with the 2007 Equity Incentive Plan. Including the options and restricted stock
shares granted with respect to the above-named officers, a total of 1,458,376
options and 590,321 shares of restricted stock were granted to officers,
directors, employees and one service provider of the Company.
Each outside director of the Company was granted 20,377 shares of
restricted stock and an option to purchase 54,127 shares of common stock. The
options vest in equal installments over a five-year period, commencing one year
from the date of the grant (May 23, 2009) and have an exercise price of $12.35
per share, which was the closing market price/last sale price of the Company's
common stock on May 23, 2008, the date of the grant. The restricted stock awards
also vest in equal installments over a five-year period, commencing one year
from the date of the grant (May 23, 2009). The vesting of the options and
restricted stock awards accelerate upon death or disability, retirement and
involuntary termination of service following a change in control, and the grants
have other terms and conditions consistent with the 2007 Equity Incentive Plan.
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Item 9.01. Financial Statements and Exhibits.
(a) Not Applicable.
(b) Not Applicable.
(c) Not Applicable.
(d) 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, hereunto duly authorized.
ESSA BANCORP, INC.
DATE: May 28, 2008 By: /s/ Gary S. Olson
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Gary S. Olson
President and Chief Executive Officer
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