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): December 16, 2019
NBT BANCORP INC.
(Exact name of registrant as specified in its charter)
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000-14703
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16-1268674
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(State or other jurisdiction of incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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52 South Broad Street
Norwich, New York 13815
(Address of principal executive offices, zip code)
Registrant’s telephone number, including area code: (607) 337-2265
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.01 per share
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NBTB
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The NASDAQ Stock Market LLC
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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 ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to
Section 13(a) of the Exchange Act. ☐
| Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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On December 16, 2019, NBT Bancorp Inc. (the “Company”) entered into an employment agreement with John Moran, Executive Vice President and Chief Financial Officer of the Company (the “Employment Agreement”). The
Employment Agreement will terminate upon the earlier occurrence of the executive’s death, “disability,” discharge for “cause,” resignation, termination “without cause” (as such terms are defined in the Employment Agreement), or January 1, 2021. On
December 31, 2020 and on each December 31 thereafter, the term of the Employment Agreement will automatically extend for one additional year unless either the Company or Mr. Moran provides timely, prior notice of non-renewal.
Mr. Moran’s annual base salary will be $415,000 and will be subject to annual adjustments, but in no case will his salary be less than $415,000. In
addition to an annual base salary, the Employment Agreement provides that Mr. Moran will be eligible to be considered for a performance bonus commensurate with his title and salary grade in accordance with the compensation policies of the Company
and provides for the ability to participate in stock benefit plans, employee benefit plans, and other fringe benefits applicable to executive personnel, including, without limitation, use of a Company car. Mr. Moran is also eligible to receive an
annual contribution to his deferred compensation account in an amount determined by the Board of Directors on the Company in its sole discretion.
The Employment Agreement also (i) sets forth Mr. Moran’s right to severance payments and/or benefits upon his termination of employment and (ii) contains customary non-competition and non-solicitation
covenants that apply during the term and until the second anniversary of the expiration or termination of Mr. Moran’s employment.
A copy of the Employment Agreement is attached to this report as Exhibit 10.1 and incorporated herein by reference. The summary set forth above is qualified in its entirety by reference to Exhibit 10.1.
| Item 9.01. |
Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit
Number
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Description
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Employment Agreement, dated December 16, 2019, by and between NBT Bancorp Inc. and John V. Moran
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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.
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NBT BANCORP INC.
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Date: December 20, 2019
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By:
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/s/ John H. Watt, Jr.
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John H. Watt, Jr.
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President and Chief Executive Officer
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