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): October 3, 2017
Oak Valley Bancorp
(Exact name of Registrant as Specified in its Charter)
|
California |
001-34142 |
26-2326676 |
|
(State or Other Jurisdiction of |
(Commission File Number) |
(I.R.S. Employer Identification |
|
|
|
|
|
125 N. Third Ave. Oakdale, CA 95361 |
||
|
(Address of Principal Executive Offices including Zip Code) |
(209) 848-2265
(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)) |
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. |
| (d) |
Appointment of Allison C. Lafferty to the Board of Directors |
On October 3, 2017, effective immediately, the Board of Directors (the “Board”) of Oak Valley Bancorp (the “Company”) appointed Ms. Allison C. Lafferty as a member of the Board of Directors to the class of directors whose term expires at the 2020 Annual Meeting or until her successor is duly elected and qualified. Ms. Lafferty qualifies as an independent director within the meaning of the applicable NASDAQ Stock Market listing rules and expects to be a member of the Loan Committee, Compensation Committee, and Nominating Committee.
Ms. Lafferty will receive the standard non-employee director compensation, which includes a monthly cash retainer of $3,000 and a director retirement agreement, which will be pro-rated for her services as a director. A more complete description of a non-employee director’s compensation is described under the heading “Director Compensation” in the Company’s definitive proxy statement filed on May 8, 2017 with the SEC for the 2017 Annual Meeting.
The above description of Ms. Lafferty’s director retirement agreement is not complete and is qualified in its entirety by reference to the Director Retirement Agreement that will be filed as an exhibit to the Company’s Form 10-K for the fiscal year ended December 31, 2017.
Further information about Ms. Lafferty’s appointment is contained in the press release issued by the Company, a copy of which is attached hereto as exhibit 99.1
There are no arrangements or understandings between Ms. Lafferty and any other person, pursuant to which Ms. Lafferty was appointed to the Board. Further, there are no transactions involving Ms. Lafferty that require disclosure pursuant to Item 404(a) of Regulation S-K.
| Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits.
|
Exhibit Number |
Exhibit Title or Description |
|
|
99.1 |
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.
|
OAK VALLEY BANCORP |
||
|
|
|
|
|
|
|
|
|
Date: October 6, 2017 |
By: |
/s/ Jeffrey A. Gall |
|
Jeffrey A. Gall Senior Vice President and Chief Financial Officer |
||
3
Exhibit 99.1
|
PRESS RELEASE |
For Immediate Release
|
Date: |
October 6, 2017 |
|
Contact: |
Chris Courtney/Rick McCarty |
| Phone: |
(209) 848-2265 www.ovcb.com |
OAK VALLEY BANCORP AND OAK VALLEY COMMUNITY BANK ADD NEW DIRECTOR
OAKDALE, CA − On October 3, 2017, Allison Cherry Lafferty accepted her appointment to the Boards of Directors of Oak Valley Bancorp (the “Company”) [NASDAQ: OVLY] and its wholly-owned subsidiary Oak Valley Community Bank (the “Bank”).
Lafferty is President and Managing Shareholder at Kroloff, Belcher, Smart, Perry & Christopherson, a Professional Law Corporation. She started with the firm in 1999, has been an owner since 2006, and served as Managing Partner since 2014. She is experienced in all phases of litigation. Her practice focuses on commercial, real estate, product liability, and construction litigation.
Lafferty earned her Juris Doctorate from the University of the Pacific, McGeorge School of Law in Sacramento, With Distinction. She is a member of the Trial Attorneys of America and is a frequent speaker at its annual meeting in Chicago, Illinois. She is a member and past-Secretary of the Board of Governors, San Joaquin Bar Association.
“Allison is a well-regarded member of the legal community and we are excited to have her join our Boards of Directors. She brings with her a wealth of knowledge and extensive legal experience which will be beneficial to the Company and the Bank” stated Chris Courtney, President and CEO.
Lafferty resides in San Joaquin County, with her husband, Brian and daughter Rowan. She is a member of the California State Bar Business Law Section, Agribusiness Committee. She has been active with many community activities and organizations through the years. Currently, she serves as a Director for the Stockton Civic Theatre and she is the Chair of the Stockton Arts Commission.
Following the announcement, Lafferty commented, “I’m pleased to have the opportunity to lend my voice and support to the team at Oak Valley Bancorp and Oak Valley Community Bank. I look forward to assisting the other Directors in providing Oak Valley with the direction and corporate governance needed to support their continued growth.”
Oak Valley Bancorp operates Oak Valley Community Bank & Eastern Sierra Community Bank, through which it offers a variety of loan and deposit products to individuals and small businesses. They currently operate through 16 conveniently located branches: Oakdale, Turlock, Stockton, Patterson, Ripon, Escalon, Manteca, Tracy, two branches in Sonora, three branches in Modesto, and three branches in their Eastern Sierra Division, including Bridgeport, Mammoth Lakes and Bishop.
For more information, call 1-866-844-7500 or visit www.ovcb.com.
###