8-K 1 f8k_020110.htm FORM 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 26, 2010
 
 
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.)


 
814 Wheeling Avenue, Cambridge, Ohio 43725
(Address of principal executive offices)  (Zip Code)
 
Registrant's telephone number, including area code: (740) 435-2020
 
6901 Glenn Highway, Cambridge, Ohio  43725
(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):

[  ] 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))

 
 
 

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.

(e)  On January 26, 2010, the Compensation Committee and the Board of Directors of Camco Financial Corporation approved the 2010 Incentive Award Plan.  The 2010 Plan provides an award for executive officers of Camco and its subsidiaries based on the achievement of certain corporate goals.  It is anticipated that, for everyone other than Mr. Huston, the award will be paid 43% in cash and 57% in options to acquire Camco stock or some other form of equity.

The Compensation Committee set specific threshold, target and maximum dollar amounts and weightings for each of the corporate goals, which are set forth below.  If the threshold is not met for a particular goal, no award will be paid for that goal.

For Messrs. Huston, Brooks and Ms. Tipton corporate goals are weighted below:

Corporate Goal
Threshold
Target
Maximum
 Weighting
Pre-Tax Earnings
$   940,000
$ 1,040,000
$ 1,140,000
   34%
Classified Assets (*)
58,724,814
55,788,573
 54,026,829
33
Non-Performing Loans (*)
41,434,019
39,362,318
 38,119,298
33
       
100%

For Mr. Caldwell, the corporate and divisional and balance goals are weighted below.  The balances relating to residential, consumer, commercial and deposits are weighted on a monthly basis with the total weighting divided by 12 months.  Each month must be achieved to receive the total weighting.

Corporate Goal
Threshold
Target
Maximum
 Weighting
Pre-Tax Earnings
$    670,893
$    940,000
$ 1,034,000
   10%
Classified Assets (*)
58,724,814
55,788,573
 54,026,829
9
Non-Performing Loans (*)
41,434,019
39,362,318
 38,119,298
9
Divisional Budget
2% of Budget
2010 budget
10% greater
than budget
6
Residential balances
238,524,206
250,450,416
257,606,142
18
Consumer Balances
139,018,174
145,969,082
150,139,628
18
Commercial Balances
371,736,307
390,323,123
401,475,212
18
Deposit Balances
685,644,708
719,926,943
740,496,285
12
       
100%
(*) A lower number reflects better performance.

Below are the total amounts that may be awarded to the CEO, CFO and each of the other Named Executive Officers under the 2010 Plan:

 
Percent of Base Salary
Total Award Value Potential
Named Executive
Threshold
Target
Maximum
Threshold
Target
Maximum
James E. Huston
75% in cash
plus 100% in
stock options
100% in cash
plus 150%  in
stock options
150% in cash
plus 200% in
stock options
$526,575
$752,250
$1,053,150
James E. Brooks
20.00
40.00
60.00
  25,500
  51,000
      76,500
David S. Caldwell
16.67
33.33
50.00
  24,502
  48,989
      73,491
Kristina K. Tipton
10.00
20.00
30.00
    8,160
  16,320
      24,000

The number of options or other equity awarded will be determined using the fair market value of Camco’s stock on the date the award is determined, which is expected to be in the early part of the first quarter of 2011.  Options or other equity will vest over five years.

 
 
 

     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/ James E. Huston                                                         
James E. Huston
Chief Executive Officer

Date:  February 1, 2010