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

November 12, 2019

Date of Report

(Date of earliest event reported) 

WSFS Financial Corporation

(Exact name of registrant as specified in its charter)

Delaware	001-35638	22-2866913
(State or other jurisdiction of incorporation)	(SEC Commission File Number)	(IRS Employer Identification Number)

500 Delaware Ave,

Wilmington, Delaware, 19801

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (302) 792-6000

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:

☐	Written communications pursuant to Rule 425 under the Securities Act
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	WSFS	Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 40.12b-2).

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.

Pursuant to its long-term succession plan, WSFS Financial Corporation (“WSFS” or the “Company”), the holding company for Wilmington Savings Fund Society, FSB (the “Bank”), announced on November 12, 2019 that Mark A. Turner, Executive Chairman of the Company and the Bank, will step down as Executive Chairman of the Boards of both the Company and the Bank (together, the “WSFS Boards”) effective as of January 1, 2020 (the “Transition Date”). After the Transition Date, Mr. Turner will remain a director of the WSFS Boards, a position he has held since 2007. Also effective as of the Transition Date, Rodger Levenson, the President and Chief Executive Officer of WSFS and the Bank and a member of the WSFS Boards, will be appointed to the role of Chair of the WSFS Boards. A copy of the Company’s press release is attached hereto as Exhibit 99.1.

In connection with these events, WSFS expects to enter into a Transition Agreement (the “Agreement”) with Mr. Turner prior to the Transition Date. Under the terms of the Agreement, during the remainder of his term as a director Mr. Turner will assist in the transition of duties to the new Chair of the WSFS Boards and provide strategic and other support to Mr. Levenson when requested. Mr. Turner will be entitled to his current salary of $600,000 until the Transition Date and will thereafter be entitled to receive fees as are generally paid to other members of the WSFS Boards. Additionally, Mr. Turner will receive a payment of $1 million, which reflects the negotiated value of his foregone salary and shares available to him under the Company’s Integration Performance RSU Plan, his entering into a new agreement to the restrictive covenants described below and his added transition and support duties. The vesting of Mr. Turner’s restricted stock unit awards and stock options that are outstanding as of the Transition Date will be accelerated, with his stock options to be exercisable within one year of the Transition Date.

The Agreement also includes non-solicitation, non-competition and non-disparagement provisions. As a condition to receipt of the payments to Mr. Turner referenced above, he will be required to execute and deliver a general waiver and release in favor of the Company and the Bank.

Item 9.01 Financial Statements and Other Exhibits

(d) Exhibits:

99.1 Press Release dated November 12, 2019

Forward-Looking Statements

This Current Report on Form 8-K contains estimates, predictions, opinions, projections and other "forward-looking statements" as that phrase is defined in the Private Securities Litigation Reform Act of 1995. Such statements include, without limitation, references to the Company's predictions or expectations of future business or financial performance as well as its goals and objectives for future operations, financial and business trends, business prospects, and management's outlook or expectations for earnings, revenues, expenses, capital levels, liquidity levels, asset quality or other future financial or business performance, strategies or expectations. The words “believe,” “expect,” “anticipate,” “plan,” “estimate,” “target,” “project” and similar expressions, among others, generally identify forward-looking statements. Such forward-looking statements are based on various assumptions (some of which may be beyond the Company's control) and are subject to risks and uncertainties (which change over time) and other factors which could cause actual results to differ materially from those currently anticipated. Such risks and uncertainties include, but are not limited to, those discussed in the Company's Form 10-K for the year ended December 31, 2018 and other documents filed by the Company with the Securities and Exchange Commission from time to time.

We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date on which they are made, and the Company disclaims any duty to revise or update any forward-looking statement, whether written or oral, that may be made from time to time by or on behalf of the Company for any reason, except as specifically required by law. As used in this Current Report on Form 8-K, the terms "WSFS", "the Company", "registrant", "we", "us", and "our" mean WSFS Financial Corporation and its subsidiaries, on a consolidated basis, unless the context indicates otherwise.

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.

		WSFS FINANCIAL CORPORATION
Date:	November 15, 2019	By:	/s/ Dominic C. Canuso
			Dominic C. Canuso Executive Vice President and Chief Financial Officer

EX-99.1

EXHIBIT 99.1 WSFS Bank Center 500 Delaware Avenue, Wilmington, Delaware 19801 FOR IMMEDIATE RELEASE Investor Relations Contact: Elizabeth L. Wager (302) 571-7278 November 12, 2019 ewager@wsfsbank.com Media Contact: Jimmy A. Hernandez (302) 571-5254 jhernandez@wsfsbank.com WSFS Executes Next Phase of Leadership Succession Plan Rodger Levenson elevated to Chairman of the Board Mark A. Turner will continue to serve on WSFS Board WILMINGTON, Del. – WSFS Financial Corporation (Nasdaq: WSFS), the parent company of WSFS Bank, announced that effective January 1, 2020, Rodger Levenson will assume the role of Chairman of the Board of Directors, in addition to his role as President and CEO. Mark A. Turner will step aside from his role as Executive Chairman and remain on the Board as a Director. Lead Independent Director Eleuthère I. du Pont said, “Mark assumed the role of Executive Chairman on January 1, 2019, amidst WSFS’ efforts to close on the acquisition and integration of Beneficial Bank with several critical milestones ahead. With those milestones achieved and understanding Mark’s previously disclosed desire to explore and take on new challenges, the Board initiated the next phase of our succession plan by unanimously selecting Rodger as our Chairman and Mark stepping into a Director role.” Mr. Levenson is a lifelong resident of the Delaware Valley and has more than 33 years of local banking experience. He joined WSFS in 2006 and assumed the role of President and CEO on January 1, 2019. Since that time, Mr. Levenson led the successful integration of Beneficial to position WSFS as the only bank with distinct market advantages, including the size and scale to compete with banks of all sizes, a full-service product suite, regional market knowledge and local decision making. An active member of Greater Philadelphia and Delaware communities, Mr. Levenson’s community service spans memberships on several Boards of Directors, including The Chamber of Commerce for Greater Philadelphia, Delaware State Chamber of Commerce (DSCC), Delaware Business Roundtable and the United Way of Delaware. “I am honored to be named Chairman of the Board and am humbled by the confidence the Board continues to place in me,” said Rodger Levenson. “I want to thank my fellow Associates, who live our mission - We Stand For Service - as they serve our Customers and communities every day. I am grateful for Mark’s support during this transition and look forward to continuing to work with him as a valued member of our Board of Directors. In his additional role as Chairman, Mr. Levenson will work closely with Mr. du Pont, Lead Independent Director of the Board.

WSFS Bank Center 500 Delaware Avenue, Wilmington, Delaware 19801 “With the successful combination behind us and the focus shifting to leveraging the opportunities across our expanded footprint, timing is optimal for me to move away from the Executive Chair role,” said Mr. Turner. “I look forward to working with Rodger in his role as Chairman and CEO and continuing to add value as a Director.” Mr. Turner will serve as a Board director for WSFS, contributing his near 30 years of banking knowledge and deep experience in the financial services sector. He is stepping aside as Executive Chair as part of the continuing, thoughtful leadership transition at WSFS and to co-found and lead a new venture to develop a technology platform providing financial products and services for millennials. About WSFS Financial Corporation WSFS Financial Corporation is a multi-billion dollar financial services company. Its primary subsidiary, WSFS Bank, is the oldest and largest locally-managed bank and trust company headquartered in Delaware and the Delaware Valley. As of September 30, 2019, WSFS Financial Corporation had $12.3 billion in assets on its balance sheet and $20.2 billion in assets under management and administration. WSFS operates from 127 offices located in Pennsylvania (56), Delaware (49), New Jersey (20), Virginia (1) and Nevada (1) and provides comprehensive financial services including commercial banking, retail banking, cash management and trust and wealth management. Other subsidiaries or divisions include Arrow Land Transfer, Beneficial Equipment Finance Corporation, Cash Connect®, Cypress Capital Management, LLC, NewLane Finance, Powdermill Financial Solutions, West Capital Management, WSFS Institutional Services, WSFS Mortgage, and WSFS Wealth Investments. Serving the greater Delaware Valley since 1832, WSFS Bank is one of the ten oldest banks in the United States continuously operating under the same name. For more information, please visit www.wsfsbank.com. Forward-Looking Statement Disclaimer This press release contains estimates, predictions, opinions, projections and other "forward-looking statements" as that phrase is defined in the Private Securities Litigation Reform Act of 1995. Such statements include, without limitation, references to the Company's predictions or expectations of future business or financial performance as well as its goals and objectives for future operations, financial and business trends, business prospects, and management's outlook or expectations for earnings, revenues, expenses, capital levels, liquidity levels, asset quality or other future financial or business performance, strategies or expectations. The words “believe,” “expect,” “anticipate,” “plan,” “estimate,” “target,” “project” and similar expressions, among others, generally identify forward-looking statements. Such forward-looking statements are based on various assumptions (some of which may be beyond the Company's control) and are subject to risks and uncertainties (which change over time) and other factors which could cause actual results to differ materially from those currently anticipated. Such risks and uncertainties include, but are not limited to, those discussed in the Company's Form 10-K for the year ended December 31, 2018 and other documents filed by the Company with the Securities and Exchange Commission from time to time. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date on which they are made, and the Company disclaims any duty to revise or update any forward- looking statement, whether written or oral, that may be made from time to time by or on behalf of the Company for any reason, except as specifically required by law. As used in this press release, the terms "WSFS", "the Company", "registrant", "we", "us", and "our" mean WSFS Financial Corporation and its subsidiaries, on a consolidated basis, unless the context indicates otherwise. ###

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COVER PAGE	Nov. 12, 2019
Cover page.
Document Type	8-K
Document Period End Date	Nov. 12, 2019
Entity Registrant Name	WSFS Financial Corporation
Entity Incorporation, State or Country Code	DE
Entity File Number	001-35638
Entity Tax Identification Number	22-2866913
Entity Address, Address Line One	500 Delaware Ave
Entity Address, City or Town	Wilmington
Entity Address, State or Province	DE
Entity Address, Postal Zip Code	19801
City Area Code	302
Local Phone Number	792-6000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	WSFS
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0000828944