UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): June 17, 2008
FIRST FEDERAL OF NORTHERN MICHIGAN BANCORP, INC.
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(Exact name of Registrant as specified in its charter)
Maryland 0-31957 38-0135202
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
100 S. Second Ave., Alpena, Michigan 49707
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(Address of principal executive offices)
(989) 356-9041
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Registrant's telephone number, including area code
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;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 17, 2008, the Board of Directors of First Federal of Northern Michigan
Bancorp, Inc. (the "Company") expanded the size of the Board of Directors to six
positions. The Board of Directors appointed to the Board Michael W. Mahler,
President and Chief Executive Officer of the Company, effective immediately. Mr.
Mahler was appointed to Class III of the Board. Mr. Mahler also serves on the
Board of Directors of First Federal of Northern Michigan, the Company's
principal operating subsidiary.
Mr. Mahler also was appointed to the following Board committees of the Company:
Executive Committee.
There are no arrangements or understandings between Mr. Mahler and any other
persons pursuant to which Mr. Mahler was selected as a director. There is no
information or material plans, contracts or arrangements to which Mr. Mahler is
a party required to be disclosed under Item 404(a) of Regulation S-K or Item
5.02(d)(5) of Form 8-K.
Biographical data with respect to Mr. Mahler was included in the Company's
annual meeting proxy statement, which was filed at the Securities and Exchange
Commission on April 22, 2008.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On June 17, 2008, the Board of Directors of the Company amended the Bylaws
of the Company by including an age limitation for service as a director or as an
officer of the Company. The following Bylaw provision was added as Article II,
Section 14 of the Bylaws:
"Section 14. Age Limitations.
(a) Directors. No person shall serve on the Board of Directors of the
Corporation beyond his or her 75th birthday. This age limitation does not apply
to an advisory director.
(b) Officers. No person shall serve as an officer of the Corporation beyond
his or her 75th birthday."
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired: None
(b) Pro Forma Financial Information: None
(c) Shell company transactions: None
(d) Exhibits: None
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 FEDERAL OF NORTHERN MICHIGAN
BANCORP, INC.
Date: June 17, 2008 By: /s/ Michael W. Mahler
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Michael W. Mahler
President and Chief Executive Officer
(Duly Authorized Representative)