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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): March 31, 2023

 

 

 

First Capital, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Indiana   0-25023   35-2056949
(State or Other Jurisdiction
of Incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)

 

220 Federal Drive N.W. CorydonIndiana 47112

(Address of Principal Executive Offices) (Zip Code)

 

(812) 738-2198

(Registrant’s Telephone 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 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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.01 per share   FCAP   The NASDAQ Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company    ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     ¨

 

 

 

 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

Departure of William W. Harrod as President and Chief Executive Officer; Transition of Michael C. Frederick as President and Chief Executive Officer

 

On March 31, 2023, William W. Harrod will step down as President and Chief Executive Officer of First Harrison Bank (the “Bank”), and Michael C. Frederick will resign as Chief Financial Officer of First Capital, Inc (the “Company”) of the Bank and transition into the role of President and Chief Executive Officer of the Bank.

 

Effective July 1, 2023, Mr. Frederick will also transition into the role of President and Chief Executive Officer of the Company. Mr. Frederick is currently serving as Executive Vice President and a director on the board of the Company. Mr. Frederick has been affiliated with the Bank since June 1990.

 

Mr. Frederick has (i) no arrangements or understandings with any other person pursuant to which he was appointed as an executive officer, and (ii) no family relationship with any director or executive officer of the Company or any person nominated or chosen by the Company to become a director or an executive officer. Mr. Frederick has had no direct or indirect material interest in any transaction or series of similar transactions contemplated by Item 404(a) of Regulation S-K.

 

Appointment of Joshua P. Stevens, CPA as Chief Financial Officer

 

On March 31, 2023, Joshua P. Stevens will transition into the role of Chief Financial Officer for the Company and the Bank. Mr. Stevens has been affiliated with the Bank since August 2022. Prior to that, he served in various leadership roles at Monroe Shine & Co., Inc. from 2009 to 2022. Mr. Stevens earned his B.S., Accounting & Business Economics and Public Policy at Indiana University Kelley School of Business.

 

Mr. Stevens has (i) no arrangements or understandings with any other person pursuant to which he was appointed as an executive officer, and (ii) no family relationship with any director or executive officer of the Company or any person nominated or chosen by the Company to become a director or an executive officer. Mr. Stevens has had no direct or indirect material interest in any transaction or series of similar transactions contemplated by Item 404(a) of Regulation S-K.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

99.1Press Release issued by First Capital, Inc. on March 31, 2023.
104Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

SIGNATURE

 

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 CAPITAL, INC.
     
Date: April 3, 2023 By:  /s/ William W. Harrod
    William W. Harrod
    President and Chief Executive Officer