8-K 1 t73337_8k.htm FORM 8-K t73337_8k.htm


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):   April 24, 2012

JACKSONVILLE BANCORP, INC.
(Exact Name of Registrant as Specified in Charter)

Maryland
001-34821
36-4670835
(State or Other Jurisdiction)
of Incorporation)
(Commission File No.)
(I.R.S. Employer
Identification No.)
 
 
1211 West Morton Avenue, Jacksonville, Illinois
62650
(Address of Principal Executive Offices)
(Zip Code)

Registrant's telephone number, including area code: (217) 245-4111


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):
   
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
o
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)   Amended and Restated Salary Continuation Plan 1.  On April 24, 2012, Jacksonville Savings Bank (the “Bank”), the wholly-owned subsidiary of Jacksonville Bancorp, Inc., adopted the Amended and Restated Jacksonville Savings Bank Salary Continuation Plan 1 for a select group of management and highly compensated employees, as determined by the board of directors.  Our named executive officers, Messrs. Richard A. Foss, John C. Williams and Chris A. Royal, as well as our executive Chairman of the Board, Andrew F. Applebee, are participants in Salary Continuation Plan 1. The plan updates and replaces the Salary Continuation Plan 1 adopted on September 2, 2008.   The plan provides supplemental retirement benefits to participants who retire at age 65 or later, or dies while employed with Jacksonville Savings Bank prior to attaining age 65, in an amount equal to the annual normal retirement benefit specified in the participant’s individual participation agreement. The annual normal retirement benefit for Messrs. Applebee, Foss, Williams and Royal is $30,000, $40,000, $30,000, and $35,000, respectively. Upon termination of employment on or after attaining age 55 with 5 years of service but prior to attaining age 65, a participant will be entitled to an annual early retirement benefit.  If the participant terminates employment due to disability, the participant will be entitled to an annual disability benefit.  In the event of a change in control followed by the participant’s termination of employment prior to attaining age 65, the participant will be entitled to a change in control benefit equal to the annual normal retirement benefit as determined on the participant’s participation agreement.  Any benefit under the plan is limited so that it will not constitute an “excess parachute payment” subject to excise taxes under Section 280G of the Internal Revenue Code.  Benefits under the plan generally will be paid in equal monthly installments for ten years.

    The foregoing description of the Plan is qualified in its entirety by reference to the Plan attached hereto as Exhibit 10.1.

Item 5.07
Submission of Matters to a Vote of Security Holders.
 
    On April 24, 2012, Jacksonville Bancorp, Inc. (the “Company”) held its Annual Meeting of Stockholders.  At the Annual Meeting, Stockholders considered the election of directors, the ratification of the independent registered public accounting firm, and the approval of a stock option plan.  A breakdown of the votes cast is set forth below.


1.
The election of directors for a three year term:

 
For
 
Withheld
 
Broker non-
votes
           
John L. Eyth
1,304,866
 
4,440
 
415,232
           
Richard A. Foss
1,304,866
 
4,440
 
415,232
           
John M. Buchanan
1,304,866
 
4,440
 
415,232
 
 
The election of a director for a one year term:

Peggy Davidsmeyer
1,304,792
 
4,514
 
415,232

 
 

 
 
2.
The ratification of the appointment of BKD LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2012.
 
For
 
Against
 
Abstain
 
Broker non-votes
             
1,713,250
 
3,116
 
8,172
 
0


3.
The approval of the Jacksonville Bancorp, Inc. 2012 Stock Option Plan.
 
For
 
Against
 
Abstain
 
Broker non-votes
             
1,188,924
 
24,302
 
46,347
 
464,965


Item 9.01.
Financial Statements and Exhibits.

(a)
Financial Statements of Businesses Acquired:  None.
   
(b)
Pro Forma Financial Information:  None.
   
(c)
Shell Company Transaction:  None.
   
(d)
Exhibits:

Exhibit No.
Description
   
Exhibit 10.1
Amended and Restated Jacksonville Savings Bank Salary Continuation Plan 1, adopted April 24, 2012.

 
 

 

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.


   
JACKSONVILLE BANCORP, INC.
 
       
       
       
Date:  April 25, 2012
By:
/s/ Richard A. Foss                                                                           
 
   
Richard A. Foss
 
   
President and Chief Executive Officer