0001193125-13-166560.txt : 20130423 0001193125-13-166560.hdr.sgml : 20130423 20130423115736 ACCESSION NUMBER: 0001193125-13-166560 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20130417 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130423 DATE AS OF CHANGE: 20130423 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNITED BANCORP INC /OH/ CENTRAL INDEX KEY: 0000731653 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 341405357 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-16540 FILM NUMBER: 13775693 BUSINESS ADDRESS: STREET 1: 201 SOUTH FOURTH STREET STREET 2: P O BOX 10 CITY: MARTINS FERRY STATE: OH ZIP: 43935 BUSINESS PHONE: 7406330445 MAIL ADDRESS: STREET 1: 201 SOUTH FOURTH STREET STREET 2: P O BOX 10 CITY: MARTINS FERRY STATE: OH ZIP: 43935 8-K 1 d524563d8k.htm 8-K 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): April 17, 2013

 

 

UNITED BANCORP, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Ohio   0-16540   34-1405357

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

201 South 4th Street,

Martins Ferry, Ohio

  43935-0010
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (740) 633-0445

(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))

 

 

 


Item 2.02.   Results of Operations and Financial Condition.

On April 18, 2013, United Bancorp, Inc. issued a press release announcing the voting results from its annual meeting held on April 17, 2013, which press release also announced the Company’s total assets and total shareholders’ equity as of the three month period ended March 31, 2013, unaudited. The press release is furnished as Exhibit No. 99.

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective April 17, 2013, Scott A. Everson was promoted to President of United Bancorp, Inc. Mr. Everson, age 45, graduated from Westminster College in 1990 with a Bachelor’s Degree in Business Administration/Finance. Following one year of employment with Hewlett-Packard in the area of sales support, he joined The Citizens Savings Bank on a full-time basis and rose through the ranks of lending and retail banking to become the Senior Vice President of Retail Banking of the Bank and Senior Vice President and Chief Operating Officer of the Company in April 1999. In May 2002, he was appointed President and Chief Operating Officer and a Director of the Bank, becoming the Bank’s Chief Executive Officer in November 2004. Mr. Everson was appointed to the Company’s Board of Directors in August 2009 and was appointed the Company’s Executive Vice President in April 2011. As of April 17, 2013, Mr. Everson serves as both President and Chief Operating Officer of the Company.

The Company has not entered into any additional compensation arrangements with Scott Everson in connection with this appointment. Since the beginning of the Company’s last fiscal year, neither Mr. Everson nor any member of his immediate family have been customers of, or have had transactions in excess of $120,000 with the Company or any of its affiliated subsidiaries which would be reportable under Item 404(a) of SEC Regulation S-K, except with respect to loans made by the Bank in its ordinary course of business and on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with unrelated persons and did not involve more than the normal risk of collectability or present other unfavorable features.

Effective April 17, 2013, James W. Everson resigned his position as President of United Bancorp, Inc. Mr. Everson retains his positions as Chairman of the Board of Directors and Chief Executive Officer of the Company. Mr. James W. Everson is the father of Mr. Scott A. Everson.

Item 5.07.   Submission of Matters to a Vote of Securities Holders.

The Annual Meeting of Shareholders of United Bancorp, Inc. was held on April 17, 2013. The only matters decided by a vote of the shareholders were:

 

  1. The election of the following Directors to a new term of office to serve until the next annual meeting of stockholders:


     Votes Cast
For
     Votes
Withheld
     Broker
Non-Votes
 

James W. Everson

     2,844,055.60         79,378.63         1,562,966.60   

Scott A. Everson

     2,801,339.50         122,094.72         1,562,966.60   

John M. Hoopingarner

     2,842,431.66         81,002.56         1,562,966.60   

Samuel J. Jones

     2,841,629.43         81,804.79         1,562,966.60   

Terry A. McGhee

     2,842,881.66         80,552.56         1,562,966.60   

Richard L. Riesbeck

     2,841,066.61         82,367.62         1,562,966.60   

Matthew C. Thomas

     2,796,502.03         126,932.20         1,562,966.60   

 

  2. Advisory vote on the Ratification of Executive Compensation

 

Votes Cast

For

   Votes Cast
Against
     Votes
Abstained
     Broker
Non-Votes
 

2,726,958.17

     156,330.33         40,145.72         1,562,966.60   

 

  3. Advisory vote on Frequency of Votes on Executive Compensation

 

One Year

   Two Years      Three Years      Votes
Abstained
     Broker
Non-Votes
 

878,947.98

     51,958.31         1,934,674.17         57,583.77         1,562,966.60   

 

  4. The ratification of the Audit Committee’s appointment of BKD, LLP to serve as the Company’s Independent Registered Public Accounting Firm for the 2013 fiscal year.

 

Votes Cast

For

   Votes Cast
Against
     Votes
Abstained
     Broker
Non-Votes
 

4,404,319.57

     11,733.47         70,347.78         0.00   

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

The following exhibits are furnished herewith:

 

Exhibit
Number

  

Exhibit Description

99    Press release dated April 18, 2013


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.

 

Dated: April 23, 2013       UNITED BANCORP, INC.
      /s/ Randall M. Greenwood
     

 

      Randall M. Greenwood
      Senior Vice President and
      Chief Financial Officer


Exhibit Index

 

Exhibit
Number

  

Exhibit Description

99    Press release dated April 18, 2013.
EX-99 2 d524563dex99.htm EX-99 EX-99

Exhibit 99

LOGO     United Bancorp, Inc.

P. O. BOX 10 • MARTINS FERRY, OHIO 43935 • Phone: 740/633-BANK             Fax:740/633-1448

We are United to Better Serve You

 

 

 

PRESS RELEASE

 

 

United Bancorp, Inc.

201 South 4th at Hickory Street, Martins Ferry, OH 43935

Contact:

   James W. Everson    Randall M. Greenwood
   Chairman and CEO    Senior Vice President, CFO and Treasurer

Phone:

   (740) 633-0445 Ext. 6120    (740) 633-0445 Ext. 6181
   ceo@unitedbancorp.com    cfo@unitedbancorp.com

FOR IMMEDIATE RELEASE:        10:00 AM            April 18, 2013

 

Subject: United Bancorp, Inc. Declares a Regular Cash Dividend Payment of $0.07 per Share, Reports on Annual Shareholder Meeting and Announces Promotion of Scott A. Everson to President and Chief Operating Officer

MARTINS FERRY, OHIO ¿¿¿ On April 17, 2013, the Board of Directors of United Bancorp, Inc. (UBCP) declared the second quarter dividend payment of $0.07 per share for shareholders of record on June 10, 2013 with a payment date of June 20, 2013. This payment is equal to the cash dividend paid in the first quarter of this year and on an annualized basis provides a current yield to shareholders of 3.8%.

James W. Everson, Chairman and CEO announced the Shareholders of UBCP at the Annual Meeting held that date elected Directors for the following year including himself; Scott A. Everson, President and CEO, The Citizens Savings Bank, Martins Ferry; John M. Hoopingarner, Executive Director, Muskingum Watershed Conservancy District, New Philadelphia; Samuel J. Jones, Athletic Club Owner, Glouster; Terry A. McGhee, Past President and CEO, Westerman, Inc., Bremen; Matthew C. Thomas, President, M.C. Thomas Insurance Agency, Bridgeport and Richard L. Riesbeck, President, Riesbeck Food Markets, Inc., St. Clairsville.

The following officers were appointed at the UBCP Reorganization Meeting: James W. Everson, Chairman & Chief Executive Officer; Scott A. Everson was promoted to President & Chief Operating Officer; Randall M. Greenwood, Sr. Vice President – Chief Financial Officer & Treasurer; Seth R. Abraham, Vice President – Chief Human Resource Officer; Matthew F. Branstetter, Vice President – Chief Lending Officer; Elmer K. Leeper, Vice President – Chief Retail Banking Officer; Michael A. Lloyd, Vice President – Chief Information Officer and Lisa A. Basinger, Corporate Secretary. Richard L. Riesbeck was appointed Lead Director of the Board.

United Bancorp, Inc. is headquartered in Martins Ferry, Ohio with total assets of approximately $428.1 million and total shareholder’s equity of approximately $36.7 million as of March 31, 2013. Through its single bank charter with its twenty banking offices and an operations center, The Citizens Savings Bank through its Community Bank Division serves the Ohio Counties of Athens, Fairfield and Hocking and through its Citizens Bank Division serves Belmont, Carroll, Harrison, Jefferson and Tuscarawas. United Bancorp, Inc. is a part of the Russell Microcap Index and trades on The NASDAQ Capital Market tier of the NASDAQ Stock Market under the symbol UBCP, Cusip #909911109.

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