UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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)
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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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Securities registered pursuant to Section 12(b) of the Act:
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| (NASDAQ Capital 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 §240.12b-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(e) | Compensatory Arrangements of Certain Officers |
On July 8, 2024, The Middlefield Banking Company (the “Bank”) entered into an Executive Survivor Income Agreement (the “Agreement”) with the Chief Financial Officer Michael C. Ranttila. The total survivor income benefit payable to Mr. Ranttila’s beneficiaries if he dies in active service to the Bank is $100,000. Under the Agreement, the survivor income benefit shall be paid to Mr. Ranttila’s beneficiaries in a single lump sum within 90 days after submission of proof of a claim substantiating Mr. Ranttila’s death.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement, which is filed as Exhibit 10.19 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01(d): | Exhibits |
| 10.19 | Executive Survivor Income Agreement | |
| 104 | Cover Page Interactive File (embedded within the Inline XBRL Document) | |
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.
| MIDDLEFIELD BANC CORP. | ||||||
| Date: July 11, 2024 | /s/ Ronald L. Zimmerly, Jr. | |||||
| Chief Executive Officer | ||||||