0001193125-11-147294.txt : 20110523 0001193125-11-147294.hdr.sgml : 20110523 20110523104039 ACCESSION NUMBER: 0001193125-11-147294 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110517 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20110523 DATE AS OF CHANGE: 20110523 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SUSQUEHANNA BANCSHARES INC CENTRAL INDEX KEY: 0000700863 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 232201716 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33872 FILM NUMBER: 11863767 BUSINESS ADDRESS: STREET 1: 26 N CEDAR ST CITY: LITITZ STATE: PA ZIP: 17543 BUSINESS PHONE: 7176264721 MAIL ADDRESS: STREET 1: PO BOX 1000 STREET 2: 26 NORTH CEDAR ST CITY: LITITZ STATE: PA ZIP: 17543 8-K 1 d8k.htm FORM 8-K Form 8-K

 

 

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): May 17, 2011

 

 

SUSQUEHANNA BANCSHARES, INC.

(Exact Name of Registrant Specified in Charter)

 

 

 

Pennsylvania   001-33872   23-2201716

(State or Other Jurisdiction

of Incorporation)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

26 North Cedar Street , Lititz, Pennsylvania   17543
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (717) 626-4721

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 (see General Instruction A.2. below):

 

¨ 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.

(e)

Awards of Restricted Stock Units to Named Executive Officers

On May 17, 2011, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Susquehanna Bancshares, Inc. (“Susquehanna”) approved restricted stock units awards (“Stock Unit Awards”) to certain named executive officers of Susquehanna under Susquehanna’s Amended and Restated 2005 Equity Incentive Plan (the “Plan”) and pursuant to the terms of the Susquehanna’s Long-Term Incentive Plan (“LTIP”).

The number of units underlying each Stock Unit Award granted on May 17, 2011 to each of Susquehanna’s named executive officers pursuant to the Plan and LTIP is set forth below:

 

Name

    Number of Units
Underlying Stock Unit
Awards		  

William J. Reuter, Chairman and Chief Executive Officer

      35,000   

Eddie L. Dunklebarger, President and Vice Chairman

      15,000   

Drew K. Hostetter, Executive Vice President and Chief Financial Officer

      25,000   

Bernard A. Francis, Jr., Senior Vice President and Group Executive

      15,000   

Edward Balderston, Jr.

Executive Vice President and Chief Administrative Officer

      15,000   

The terms of the Stock Unit Awards are set forth in a restricted stock unit grant agreement (the “Restricted Stock Unit Agreement”) between Susquehanna and the named executive officers. Under the Restricted Stock Unit Agreement, the Stock Unit Awards vest upon the first to occur of the following, subject to continued employment with Susquehanna through the applicable date: (i) the third anniversary of the date of grant; (ii) death; (iii) disability; (iv) the effective date of a permissible change in control event under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”); (v) normal or early retirement; or (vi) the date determined in accordance with the terms and conditions set forth in the named executive officer’s employment agreement.

Upon vesting of these Stock Unit Awards, shares generally will be issued within 30 days of the applicable vesting date, subject to applicable tax withholding requirements and certain requirements of Section 409A of the Code regarding vesting pursuant to early or normal retirement or upon a change of control.

The Form of Restricted Stock Unit Agreement was previously filed as Exhibit 10.2 to the Current Report on Form 8-K filed on March 2, 2011 and is incorporated by reference into this Item 5.02.

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.

 

SUSQUEHANNA BANCSHARES, INC.
(Registrant)

By:

  

/s/ Edward Balderston, Jr.

  Edward Balderston, Jr.
 

Executive Vice President and Chief

Administrative Officer

Dated: May 23, 2011