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
Date of Report (Date of earliest event reported): November 5, 2013
THE COMMUNITY FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
| Maryland | 0-18279 | 52-1652138 |
|
(State or other Jurisdiction of incorporation or organization) |
(Commission File Number) |
(IRS Employer Identification No.) |
3035 Leonardtown Road, Waldorf, Maryland 20601
(Address of principal executive offices)
(301) 645-5601
(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.
(c) On November 5, 2013, the Boards of Directors of The Community Financial Corporation (the “Company”) and its wholly-owned subsidiary, Community Bank of the Chesapeake (the “Bank”), appointed William J. Pasenelli as President and Chief Executive Officer of the Company and the Bank effective July 1, 2014. In addition, the Board of Directors of the Company appointed Todd L. Capitani as Executive Vice President and Chief Financial Officer of the Company and Michael L. Middleton as Executive Chairman of the Board of Directors of the Company effective July 1, 2014.
Prior to his November 5, 2013 appointment, Mr. Pasenelli (54 years old) was President and Chief Financial Officer of the Company and President of the Bank. Mr. Pasenelli joined the Bank as Chief Financial Officer in April 2000 and was named President of the Bank in 2010 and President of the Company in May 2012. Before joining the Bank, Mr. Pasenelli had been Chief Financial Officer of Acacia Federal Savings Bank, Annandale, Virginia, since 1987.
Mr. Capitani (46 years old) has served as the Bank’s Executive Vice President and Chief Financial Officer since 2012. Prior to his position as Executive Vice President and Chief Financial Officer, Mr. Capitani had served as the Bank’s Finance Officer since 2009. Mr. Capitani previously served as a Senior Manager at Deloitte Consulting and as Chief Financial Officer at Ruesch International, Inc.
Item 9.01 Financial Statements and Exhibits
Exhibits
| Number | Description | ||
| 99.1 | Press Release dated November 12, 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: November 12, 2013 | By: | /s/ William J. Pasenelli | |
| William J. Pasenelli | |||
| President and Chief Executive Officer |
FOR IMMEDIATE RELEASE
| CONTACT: | Hillary Theriault | |
| Director of Marketing | ||
| 240-427-1122 | ||
| theriaulth@cbtc.com |
michael
L. middleton Transitions to
executive chairman of Community Bank of the Chesapeake
Waldorf, Maryland, November 12, 2013 – After successfully leading The Community Financial Corporation (NASDAQ: TCFC) (formerly Tri-County Financial Corporation) and its subsidiary, Community Bank of the Chesapeake, for over 35 years, Michael Middleton announced that he will be transitioning from his position as CEO to Executive Chairman, effective June 30, 2014.
Mr. Middleton joined Community Bank in 1973, after working in public accounting for KPMG. He was appointed President and Chief Executive Officer in 1979. Under his leadership, the Bank has grown from a $25 million mutual savings and loan to a $1 billion state-chartered commercial bank, the largest headquartered in this region. During his tenure, the Bank has steadfastly focused on its culture of excellence and achieved a record of consistent profitability and exceptional organic growth. It has done so through an ongoing commitment to exceeding expectations and fostering deep relationships with both customers and the community.
“We thank Mr. Middleton for his dedicated service for the past 35 years. He has built Community Bank and its holding company to be the preeminent community bank in this area,” said Lead Director, Joe Stone. “Mike’s leadership developed a top-tier financial management team, which safely steered the Bank through the most severe financial crisis of our time and created many opportunities for success in the future. By moving to Executive Chairman, he will continue to share his passion for excellence and shareholder fulfillment.”
“It has been a joy and a privilege to lead such a talented group of individuals for the past 35 years,” said Mr. Middleton. “My greatest personal success has come from mentoring and coaching our employees to believe in themselves and to exceed their own expectations. It is through their efforts that we have been able to create a financial institution of such stature.”
Mr. Middleton will become Executive Chairman of both the bank and the holding company on July 1, 2014. He will be responsible for customer relationship development and strategic direction as well as industry and government relations. President and Chief Financial Officer for The Community Financial Corporation, William Pasenelli, will become President and CEO of both the holding company and the Bank on July 1, 2014. Todd Capitani, Chief Financial Officer for the Bank, will become Chief Financial Officer of The Community Financial Corporation as well, on July 1, 2014.
About The Community Financial Corporation - The Company is the bank holding company for Community Bank of the Chesapeake, which conducts business through its main office in Waldorf, Maryland, and ten branch offices in Waldorf, Bryans Road, Dunkirk, Leonardtown, La Plata, Charlotte Hall, Prince Frederick, Lusby and California, Maryland and King George, Virginia. The bank also operates three loan production offices in La Plata and Prince Frederick, Maryland and Fredericksburg, Virginia.
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