UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of Company as specified in its charter)
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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
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Securities registered pursuant to Section 12(b) of the Act:
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e)
On April 7, 2022, ConnectOne Bank (the “Bank”), which is a wholly owned subsidiary of the Registrant, entered into the 2021 Supplemental Executive Retirement Plan Agreement (the “2021 SERP”), effective as of October 1, 2021, with each of the following named executive officers (collectively, the “Participants”):
| Executive’s Name | Position with Bank | |
| Frank Sorrentino III | Chairman & Chief Executive Officer | |
| William S. Burns | Senior Executive Vice President & Chief Financial Officer | |
| Elizabeth Magennis | Bank President |
The 2021 SERPs were entered into to supplement, and not replace, those certain Supplemental Executive Retirement Plan Agreements entered into as of December 10, 2019 (and filed with the SEC on the Registrant’s Current Report on Form 8-K on December 16, 2019) by and between the Bank and the Participants (the “Existing SERPs”). The 2021 SERPs augment the Existing SERPS, as follows:
| ● | In the event of the Participant’s death during employment, Participant’s beneficiary shall be paid the Accrual Balance (as such term is defined in the 2021 SERP) with the assumption that benefits under the Plan are to be paid for fifteen (15) years, in a lump sum, less the amounts payable under the Split Dollar Life Insurance Policy; |
| ● | The benefits to be payable to each Participant under the 2021 SERP shall continue under the later of the Participant’s death or until such time as 180 monthly payments have been made (being paid to the Participant’s beneficiary in the event of Participant’s death), in lieu of ceasing after 120 monthly payments under the Existing SERPS; and |
| ● | The benefit amount payable to each Participant, calculated as a percentage of the Executive’s final salary, as defined in the 2021 SERP, exclusive of bonus, incentive compensation, and benefits as of the date of the termination of employment), have been increased as follows (in each case, the “Final Salary Percentage”) |
| Final Salary | |||
| Percentage | |||
| under the Existing | |||
| SERP and 2021 | |||
| Executive’s Name | SERP’s combined | ||
| Frank Sorrentino III | 37.5% | ||
| William S. Burns | 30.0% | ||
| Elizabeth Magennis | 30.0% |
In all other respects, the 2021 SERPS are substantively identical to the Existing SERPs.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| 10.1 | Form of Supplemental Executive Retirement Plan by and between the Bank and each of Frank Sorrentino III, William S. Burns, and Elizabeth Magennis. | ||
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. | ||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
| CONNECTONE BANCORP, INC. | ||||
| (Registrant) | ||||
| Dated: April 8, 2022 | By: | /s/ William S. Burns | ||
| WILLIAM S. BURNS | ||||
| Senior Executive Vice President and | ||||
| Chief Financial Officer | ||||
EXHIBIT INDEX
| Exhibit No. | Description | |
| 10.1 | Form of Supplemental Executive Retirement Plan by and between the Bank and each of Frank Sorrentino III, William S. Burns, and Elizabeth Magennis | |
| 10.4 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. | |