mpb-8k_20201229.htm

0001564590-21-000165.txt : 20210104 0001564590-21-000165.hdr.sgml : 20210104 20210104161517 ACCESSION NUMBER: 0001564590-21-000165 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 13 CONFORMED PERIOD OF REPORT: 20201229 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20210104 DATE AS OF CHANGE: 20210104 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MID PENN BANCORP INC CENTRAL INDEX KEY: 0000879635 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 251666413 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13677 FILM NUMBER: 21501951 BUSINESS ADDRESS: STREET 1: 349 UNION STREET CITY: MILLERSBURG STATE: PA ZIP: 17061 BUSINESS PHONE: 8666427736 MAIL ADDRESS: STREET 1: 349 UNION STREET CITY: MILLERSBURG STATE: PA ZIP: 17061 8-K 1 mpb-8k_20201229.htm 8-K mpb-8k_20201229.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 29, 2020

MID PENN BANCORP, INC.

(Exact Name of Registrant as Specified in its Charter)



Pennsylvania	1-13677	25-1666413
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

349 Union Street Millersburg, Pennsylvania	1.866.642.7736	17061
(Address of Principal Executive Offices)	( Registrant’s telephone number, including area code)	(Zip Code)

	Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

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, $1.00 par value per share

MPB

The NASDAQ Stock Market LLC

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))

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. ☐

MID PENN BANCORP, INC.

CURRENT REPORT ON FORM 8-K

ITEM 5.02

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

On December 29, 2020, Mid Penn Bank (the “Bank”), the wholly owned subsidiary of Mid Penn Bancorp, Inc. (the “Company”), amended the supplemental executive retirement plan agreements previously entered into with each of the Company’s named executive officers. The amendments provide solely for a modification of the vesting schedule under the original agreements. Prior to the amendment, one-half of the annual benefit was scheduled to vest on January 1, 2022, with an additional ten percent (10%) vesting on each January 1 thereafter until fully vested on January 1, 2027. As amended, the annual benefit will vest ten percent each year, applied retroactively, such that forty percent (40%) of each named executive officer’s benefit is vested as of January 1, 2021. All other terms of the supplemental executive retirement plan agreements remain unchanged.

The foregoing description of the amendments is qualified in its entirety by reference to the actual form of amendment filed herewith as Exhibit 10.1, which is incorporated herein by reference.

ITEM 9.01Financial Statements and Exhibits

(d) Exhibits.


	No.	Description

10.1Form of Amendment to Supplemental Executive Retirement Plan Agreement with Messrs. Ritrievi, Micklewright, Peduzzi, Webb and Paese.

104Cover Page Interactive Data 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.


		MID PENN BANCORP, INC. (Registrant)

Date: January 4, 2021	By:	/s/ Michael D. Peduzzi
		Michael D. Peduzzi
		Senior Executive President and Chief Financial Officer

EX-10.1 2 mpb-ex101_8.htm EX-10.1 mpb-ex101_8.htm

Exhibit 10.1

AMENDMENT TO

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT

THIS AMENDMENT TO SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AGREEMENT (“Amendment”) is made as of the 29^th day of December, 2020, by and between _____________________ (“Executive”) and MID PENN BANK (the “Bank”).

WITNESSETH

WHEREAS, the Bank and the Executive entered into a Supplemental Executive Retirement Plan Agreement dated August 31, 2018, which was amended on May 22, 2019 (as amended, the “Agreement”); and

WHEREAS, the Bank and the Executive desire to enter into this amendment to update the vesting schedule.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

1.Schedule A of the Agreement is hereby amended and restated in its entirety to read as reflected in the Schedule A attached hereto.

2.In all other respects, the Agreement shall remain in full force and effect as amended hereby.

IN WITNESS WHEREOF, the parties, each intending to be legally bound, have executed this Amendment as of the date, month and year first above written.

ATTEST:MID PENN BANK

___________________________By:_____________________________

WITNESS:EXECUTIVE

___________________________________________________________

SCHEDULE A

(updated December 29, 2020)

____________________


	Early Termination	Disability	Pre-Retirement Death
Plan Year	Annual Benefit	Annual Benefit	Annual Benefit
Plan Years Commencing on the Effective Date and Ending on December 31, 2020	$	$	$

January 1 – December 31, 2021	$	$	$

January 1 – December 31, 2022	$	$	$

January 1 – December 31, 2023	$	$	$

January 1 – December 31, 2024	$	$	$

January 1 – December 31, 2025	$	$	$

January 1 – December 31, 2026	$	$	$

January 1 – December 31, 2027 and All Subsequent Plan Years	$	$	$

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