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): December 19, 2006
First Niagara Financial Group, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 000-23975 42-1556195
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(State or other jurisdiction (Commission File No.) (I.R.S. Employer
of incorporation) Identification No.)
6950 South Transit Road, P.O. Box 514, Lockport, New York 14095-0514
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(Address of principal executive office) (Zip code)
Registrant's telephone number, including area code: (716) 625-7500
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 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 December 21, 2006, First Niagara Financial Group, Inc. (the "Company") issued
a press release announcing the promotion of Michael W. Harrington to Chief
Financial Officer of both First Niagara Bank and the Company effective December
21, 2006. John R. Koelmel, who was recently appointed as President and Chief
Executive Officer had held this position since January 2004. A copy of the press
release is filed as exhibit 99.1 to this report.
Mr. Harrington, age 43, has served as Senior Vice President and Treasurer of the
Company and the Bank since April 2003. Prior to joining the Company in 2003, he
served for one year as Senior Vice President and Chief Financial Officer at
Equity Bank, now called Susquehanna Patriot Bank. He spent two years as Managing
Director of McGuire Performance Solutions and a year and a half as Chief
Investment Officer of Commerce Bank. Prior to that, Mr. Harrington was with
Commonwealth Savings Bank for 12 years where he held the position of Treasurer.
Mr. Harrington is not employed pursuant to an employment agreement. There are no
transactions between the Company and Mr. Harrington that are required to be
disclosed pursuant to Item 404(a) of SEC Regulation S-K.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On December 19, 2006, the Board of Directors of First Niagara Financial Group,
Inc. approved amendments to the bylaws of the company. The table set forth below
describes the provisions adopted or substantively changed by the amendments by
comparing the applicable provisions of the existing Bylaws of the company (the
"Old Bylaws") with the corresponding provisions of the company's Bylaws as
amended and restated (the "New Bylaws"). The purpose of the adoption of the New
Bylaws is generally to provide consistency among the Company's committees in how
they govern themselves and incorporate the recent reduction in the size of the
Board from 15 to 10 members. These amendments were effective as of December 19,
2006. A copy of the Amendment and Restated Bylaws are included as Exhibit 3(ii)
to this filing.
Old Bylaws New Bylaws
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Provided that a quorum for a committee meeting was defined as Redefines a quorum to be a majority of the committee members.
one-third of the members.
Required the Executive Committee to consist of at least 5 Redefines the size of the Executive Committee to be three or
directors more directors
If any member of the Executive Committee shall be absent from Moves the Executive Committee governance policies to the
any meeting of the committee, the Chairman of the Executive Executive Committee's charter.
Committee may designate some other Director, other than one
serving as a salaried officer, to act as a member of the
committee at that meeting. In the event that there shall be a
vacancy in the office of Chairman of the Board, then and in that
event, such other additional Director or Directors as may be
needed to obtain the full complement of five members shall be
elected by the Board of Directors to serve until the vacancy is
filled, or until the next annual meeting of the Board of
Directors. Any member of the Executive Committee may be removed
at any time, with or without cause, by resolution adopted by a
majority of the whole Board of Directors.
Old Bylaws New Bylaws
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The Executive Committee shall meet at least once in each thirty Moves the Executive Committee governance policies to the
(30) day period in which the Board of Directors does not meet. Executive Committee's charter.
At least four members of the Executive Committee, including Moves the Executive Committee governance policies to the
designees designated to act for an absent member or members of Executive Committee's charter.
the committee, shall be necessary for a quorum at any meeting of
the committee. Attendance by Alternate Directors shall
constitute membership on the Executive Committee for determining
quorum requirements. Action of the Executive Committee must be
authorized by the affirmative vote of a majority of the members
present at a meeting at which a quorum is present. Any action
required or permitted to be taken by the Executive Committee at
a meeting may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by
all of the members of the Executive Committee.
Required the Governance/Nominating Committee to consist of not Redefines the size of the Governance/Nominating Committee to
less than three members. consist of three or more members.
Required the Audit Committee to consist of four or more members. Redefines the size of the Audit Committee to consist of three
or more members.
The Audit Committee shall hold formal meetings with the Internal Allows the Audit Committee to determine when the Audit
Auditor on a quarterly basis. Committee shall hold formal meetings with the Company's
internal auditor.
Item 9.01. Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired. Not applicable.
(b) Pro Forma Financial Information. Not applicable.
(c) Shell Company Transactions. Not applicable.
(d) Exhibits.
Exhibit No. Description
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3(ii) The Company's Amended and Restated Bylaws
99.1 Press Release dated December 21, 2006
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 NIAGARA FINANCIAL GROUP, INC.
DATE: December 22, 2006 By: /s/ John R. Koelmel
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John R. Koelmel
President and Chief Operating Officer,
Acting Chief Executive Officer
(Duly authorized representative)