-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AMNcsHT7yjzsRXUE9Qym25gB61Tb8ls/PdJTMD81lHPFpjH0AJ01bkk5elzLP0Mn b1jKGxmZEqWkUyowyUz9Nw== 0000950152-08-000584.txt : 20080128 0000950152-08-000584.hdr.sgml : 20080128 20080128170838 ACCESSION NUMBER: 0000950152-08-000584 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080122 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080128 DATE AS OF CHANGE: 20080128 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CAMCO FINANCIAL CORP CENTRAL INDEX KEY: 0000016614 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036] IRS NUMBER: 510110823 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25196 FILM NUMBER: 08554925 BUSINESS ADDRESS: STREET 1: 6901 GLENN HIGHWAY CITY: CAMBRIDGE STATE: OH ZIP: 43725 BUSINESS PHONE: 7404325641 8-K 1 l29769ae8vk.htm CAMCO FINANCIAL CORPORATION 8-K CAMCO FINANCIAL CORPORATION 8-K
 

 
 
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): January 22, 2008
CAMCO FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
         
DELAWARE   0-25196   51-0110823
         
(State or other jurisdiction of incorporation)   (Commission File No.)   (IRS Employer I.D. No.)
     
6901 Glenn Highway, Cambridge, Ohio   43725
     
(Address of principal executive offices)   (Zip Code)
Registrant’s telephone number, including area code: (740) 435-2020
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))
 
 

 

 

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.
Executive Salaries and Employment and Change of Control Agreements.
On January 22, 2008, Camco Financial Corporation’s (the Company) Board of Directors approved the salaries of the Company’s Named Executive Officers, which are the individuals set forth below, to be effective January 1, 2008. The Compensation Committee and Board of Directors did not increase the base salaries of the Company’s Named Executive Officers for 2008 due to Camco’s 2007 financial performance in a difficult economic environment.
The following base salaries were approved for fiscal 2008:
                     
Named Executive Officer   Position   2008 Base Salary   2007 Base Salary
Richard C. Baylor
   Chairman, President and CEO   $ 262,500     $ 262,500  
Eric S. Nadeau
   SVP, Treasurer, CFO     135,000       135,000  
D. Edward Rugg
   EVP, Chief Credit Officer     176,200       176,200  
David S. Caldwell
   SVP – Retail Banking     144,100       144,100  
Edward A. Wright
   SVP – Operations     127,000       127,000  
The Board of Directors approved the renewal of Mr. Baylor’s employment agreement with the Company and the Compensation Committee approved the renewal of the change of control agreements with the Company’s other Named Executive Officers.
Annual Cash and Equity-Based Incentives.
The Company maintains both a short-term cash bonus plan and a long-term stock-based incentive plan (Incentive Plan). Incentive Plan awards for executive officers of the Company and its subsidiaries are based on the achievement of corporate performance objectives which are established annually by the Company’s Compensation Committee at the beginning of each year. The objectives are then weighted as to value each year. For 2007, the performance measurements consisted of objectives for earnings per share, net loan growth, net retail deposit growth, and nonperforming assets, as previously disclosed.
Although a percentage of the performance measurements for the 2007 Incentive Plan was achieved, the Compensation Committee decided to forego payment of cash amounts earned during 2007 by the Named Executive Officers under the Incentive Plan. The amount of cash incentive earned by the Named Executive Officers during 2007 that was not paid totaled $54,694. The Board of Directors granted stock options earned by the Named Executive Officers under the 2007 Incentive Plan. These stock options were granted under the Camco Financial Corporation 2002 Equity Incentive Plan with an exercise price of $8.92, which was the average of the closing ask and bid prices of the Company’s common stock on January 22, 2008.
The following table details the cash and equity incentive payments to the Named Executives for fiscal 2007:
                 
Named Executive Officer   Cash Incentive   Options Granted
Richard C. Baylor
   $ —       9,864  
Eric S. Nadeau
   $ —       2,348  
D. Edward Rugg
   $ —       4,966  
David S. Caldwell
   $ —       2,707  
Edward A. Wright
   $ —       2,386  
On January 22, 2008, the Compensation Committee and the Board of Directors approved the corporate performance measurements and incentive opportunities for the Company’s 2008 Incentive Plan. The 2008 Incentive Plan includes minimum thresholds that must be met under the following performance measures before cash or equity incentives will be paid to the Named Executive Officers, regardless of the results of the other performance measurements: nonperforming loans as percent of assets, net income and earnings per share. However, additional discretionary

 

 

bonus amounts may also be awarded under the cash bonus plan in recognition of other achievements, such as merger and acquisition activities, which are not part of the established performance objectives.
Once the minimum triggers are met, the Compensation Committee has set the following performance objectives and weightings for 2008: non-performing loans to assets (30%), net organic deposit growth (25%), net earnings per share (20%), net commercial loan growth (15%) and services per customer (10%).
The following table summarizes the incentive opportunity for the Named Executive Officers under the 2008 Incentive Plan, subject to the minimum triggers being met:
                                 
    Percent of Salary   Cash Award Potential
Named Executive Officer   Minimum   Maximum   Minimum   Maximum
Richard C. Baylor
     15 %     20 %   $ 39,375     $ 52,500  
Eric S. Nadeau
     15 %     20 %     20,250       27,000  
D. Edward Rugg
     15 %     20 %     26,430       35,240  
David S. Caldwell
     15 %     20 %     21,615       28,820  
Edward A. Wright
     15 %     20 %     19,050       25,400  
For 2008, the long-term incentive component provides for the award of stock options from 0% to 100% of each Named Executive Officer’s base salary, subject to the percentage of performance measurements achieved.
Section 9 – Financial Statements and Exhibits
Item 9.01   Financial Statements and Exhibits.
  (a)   Financial statements of business acquired.
 
      Not applicable.
 
  (b)   Pro forma financial information.
 
      Not applicable.
 
  (c)   Shell company transactions.
 
      Not applicable.
 
  (d)   Exhibits.
 
      Not applicable.

 

 

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 thereunto duly authorized.
         
  CAMCO FINANCIAL CORPORATION
 		  
  By:   /s/ Eric S. Nadeau    
    Eric S. Nadeau   
Date: January 28, 2008    Chief Financial Officer   
 

 

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