FORM 8-K

MIDDLEFIELD BANC CORP.

Date: March 8, 2013

/s/ James R. Heslop, II

Executive Vice President and COO

0001193125-13-097752.txt : 20130308 0001193125-13-097752.hdr.sgml : 20130308 20130308113329 ACCESSION NUMBER: 0001193125-13-097752 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130305 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20130308 DATE AS OF CHANGE: 20130308 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MIDDLEFIELD BANC CORP CENTRAL INDEX KEY: 0000836147 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 341585111 STATE OF INCORPORATION: OH FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-32561 FILM NUMBER: 13675914 BUSINESS ADDRESS: STREET 1: 15985 E HIGH ST STREET 2: P O BOX 35 CITY: MIDDLEFILED STATE: OH ZIP: 44062-9263 BUSINESS PHONE: 4406321666 MAIL ADDRESS: STREET 1: 15985 EAST HIGH STREET STREET 2: P O BOX 35 CITY: MIDDLEFIELD STATE: OH ZIP: 44062-9263 8-K 1 d499340d8k.htm FORM 8-K FORM 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8 - K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

March 5, 2013

(Date of Report: Date of earliest event reported)

Middlefield Banc Corp.

(Exact name of registrant as specified in its charter)

Ohio

(State or other jurisdiction of incorporation)

000-32561

(Commission File Number)

34-1585111

(I.R.S. Employer Identification Number)

15985 East High Street

Middlefield, Ohio 44062

(Address of principal executive offices, including zip code)

(440) 632-1666

(Registrant’s telephone number, including area code)

(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 (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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On March 5, 2013, the Board of Directors (the “Board”) of The Middlefield Banking Company (the “Bank”), a wholly owned subsidiary of Middlefield Banc Corp. (the “Company”), approved payments under the Bank’s Annual Incentive Plan for 2012 Performance. The amounts of the payments were recommended to the Board by the Bank’s Compensation Committee, which administers the Annual Incentive Plan. The Company had previously reported the terms of the Annual Incentive Plan and potential payment percentages thereunder in a Form 8-K filing on June 12, 2012.

Included within the approved payments were those to President and Chief Executive Officer Thomas G. Caldwell ($65,959), Executive Vice President and Chief Operating Officer James R. Heslop, II ($35,555), Chief Financial Officer and Treasurer Donald L. Stacy ($27,038) and three other executive officers. It is anticipated that the payments will be made no later than March 15, 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.