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 13, 2020
PATRIOT NATIONAL BANCORP, INC.
(Exact name of registrant as specified in its charter)
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Connecticut |
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000-29599 |
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06-1559137 |
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(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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900 Bedford Street, Stamford, Connecticut |
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06901 |
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(Address of principal executive offices) |
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(Zip Code) |
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Registrant’s telephone number including area code: 203-251-8230
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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: |
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Common Stock, par value $0.01 per share |
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PNBK |
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NASDAQ Global Market |
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. ☐
Section 5 - Corporate Governance and Management
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 13, 2020, Brent M. Ciurlino tendered his resignation, effective as of May 18, 2020, as an independent Director of Patriot National Bancorp, Inc. (the “Company”) and Patriot Bank, N.A. (“Patriot Bank”), a wholly-owned subsidiary of the Company. Mr. Ciurlino’s resignations resulted from his acceptance of a management position with another bank, and were not as a result of any disagreements with the Company and Patriot Bank regarding their operations, policies or practices.
Mr. Ciurlino has accepted a position as Chief Risk Officer of an unaffiliated bank as of May 18, 2020 and is therefore required under Federal law (the Depository Institution Management Interlocks Act) to resign from his board positions with the Company and Patriot Bank.
Mr. Ciurlino, a former banker and senior regulator, joined the Board of the Company and Patriot Bank in October 2018, at which time the Company was building its Small Business Administration (SBA) Lending business. Mr. Ciurlino, as a former Director of the Office of Credit and Risk Management of the SBA, brought significant expertise and assisted Patriot Bank in establishing its SBA lending platform and strengthening overall compliance processes. He served with distinction and will continue to be available as a resource for Patriot Bank, provided no conflicts are triggered with any regulatory agency or his new employer.
A copy of Mr. Ciurlino’s resignation letter is attached hereto as Exhibit 99.1.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
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Exhibit No. |
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Description |
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99.1 |
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Letter of Resignation of Brent M. Ciurlino, dated May 13, 2020 |
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.
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PATRIOT NATIONAL BANCORP, INC. |
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Date: May 15, 2020 |
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/s/ Michael A. Carrazza |
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Name: |
Michael A. Carrazza |
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Title: |
Chairman and Chief Executive Officer |
Exhibit 99.1
Brent M. Ciurlino
507 O Street NW, Unit 4
Washington DC, 20001
brentciurlino@gmail.com
Phone 214-707-2558
May 13, 2020
Mr. Michael A. Carrazza
Chairman & Chief Executive Officer
Patriot National Bancorp, Inc.
900 Bedford Street
Stamford, CT 06901
Re: Notice of Board Resignation – Independent Director: Brent M Ciurlino
Dear Mr. Carrazza,
Please accept this letter/email as a notification of my resignation from my Independent Board and Committee Position(s) of Patriot Bank, NA and Patriot National Bancorp, Inc.
I cannot thank you enough for the opportunity to serve the Board, you, and the management team during the past two years. Working with the Bank has been incredibly rewarding. I do not intend to inconvenience you with this notice, and I hope you will accept my sincerest regret, as my upcoming change in employment to a depository institution requires me to resign as a member of the Board of Directors as of May 18, 2020. This requirement is solely based on my acceptance of a C-suite officer appointment at a regional community banking organization in the New York – New Jersey area, where, pursuant to Congressional Law – (12 CFR - Chapter III , Subchapter B - Part 348 – Management Official Interlocks), I cannot serve on a Bank Board while an officer of another.
While the opportunity to work alongside you and the Patriot Team has been personally rewarding and productive for Patriot, the value I brought in building a sound SBA platform and strengthening Compliance across the entire institution is largely fulfilled. I feel Patriot in on solid footing and better positioned to excel in these areas.
You can rely on me helping with the transition of my Compliance Committee Chairmanship duties so that processes and requirements continue to function smoothly after my departure. I am available to assist in any way you see fit and will ensure all items are current before my departure date. To the extent you would like, and provided no conflicts are triggered with any regulatory agency or my new employer, I will continue make myself available in any capacity that is helpful to you and Patriot.
Again, I thank you for the support and opportunity to work with the Patriot Bank family. I wish the Board, you, management, and staff all the best and I look forward in staying in close touch and collaborating in the future.
Sincerely,
Brent M. Ciurlino
Brent M. Ciurlino
Cc: Edward N. Constantino – Lead Independent Director,
Fred Staudmyer – EVP/CAO