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
Date of report (Date of earliest event reported): January 19, 2016
GLEN BURNIE BANCORP
(Exact name of registrant as specified in its charter)
| Maryland | 0-24047 | 52-1782444 |
| (State or Other Jurisdiction | (Commission File Number) | (IRS Employer |
| of Incorporation) | Identification No.) |
101 Crain Highway, S.E., Glen Burnie, Maryland 21061
(Address of Principal Executive Offices)
Registrant’s telephone number, including area code: (410) 766-3300
Inapplicable
(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))
INFORMATION TO BE INCLUDED IN THE REPORT
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of New Chief Executive Officer
On January 14, 2016, the Board of Directors of Glen Burnie Bancorp (the “Company”) approved the appointment of John D. Long as Executive Vice President of the Company’s wholly-owned subsidiary, The Bank of Glen Burnie (the “Bank”), subject to agreement of terms of employment. On January 20, 2016, Mr. Long and the Bank agreed to terms of employment to be effective February 8, 2016. Upon the previously announced retirement of Michael G. Livingston, President and Chief Executive Officer of the Company and the Bank on March 31, 2016, Mr. Long will succeed Mr. Livingston as President and Chief Executive Officer of the Company and the Bank.
Mr. Long, age 60, has over 37 years’ experience in commercial banking. Since October 20, 2014, he has been an independent consultant advising commercial banks on commercial loan structuring. From 2009 through 2014, Mr. Long served as Senior Group Manager at PNC Bank, N.A., and from 2000 until 2009 he served as Senior Vice President at Mercantile Mortgage Corporation. Mr. Long received a Bachelor of Science degree in accounting and business administration from Washington and Lee University in 1978, and became a Maryland Certified Public Accountant in 1983.
Under the terms of Mr. Long’s employment, he will receive an annual base salary of $250,000, subject to merit increases in the discretion of management, plus benefits. In addition, he is eligible to receive incentive compensation in accordance with the policies of the Bank for its executive officers if certain performance goals are met. Mr. Long’s employment may be terminated by either party at any time.
Resignation of Chief Financial Officer
On January 19, 2016, John M. Wright, Senior Vice President and Chief Financial Officer of the Company, and Treasurer and Chief Financial Officer of the Bank, resigned from his positions effective February 26, 2016, to pursue other opportunities. The Company will commence a search for a new Chief Financial Officer.
| Item 9.01. | Financial Statements and Exhibits. |
| (c) | Exhibits |
The following exhibits are filed herewith:
| Exhibit No. | ||
| 10.1 | Employment Letter dated January 15, 2016 and executed January 20, 2016 between The Bank of Glen Burnie and John D. Long |
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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 thereunto duly authorized.
| GLEN BURNIE BANCORP | ||
| (Registrant) | ||
| Date: January 20, 2016 | By: | /s/ Michael G. Livingston |
| Michael G. Livingston | ||
| Chief Executive Officer | ||
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EXHIBIT 10.1
[THE BANK OF GLEN BURNIE LETTERHEAD]
January 15, 2016
Mr. John Long
8510 Marblehead Road
Lutherville, MD 21093
Dear Mr. Long,
On behalf of The Bank of Glen Burnie and the Board of Directors, it is my pleasure to offer you the position of Executive Vice President, reporting to Michael Livingston, President/CEO starting February 8, 2016. Effective April 1, 2016 you will be elevated to the positon of President/CEO of the Bank of Glen Burnie and Glen Burnie Bancorp reporting to the Chairman of the Board. This position has an annual salary of $250,000.00, which will be paid to you on a bi-weekly basis (less withheld taxes as required by law and such other amounts as you authorize in writing to be deducted).
The bonus plan for 2016 and beyond, should such a plan exist, is based upon the goals and objectives agreed to in the performance development planning process with the Board of Directors.
Merit increases with The Bank of Glen Burnie are implemented on a common date in November of each year for Senior Management. Evaluations and merit increases are predicated upon performance during the preceding fiscal year.
As a full-time salaried employee, you are eligible to participate in the following plans: Medical, Dental, Vision ,Short Term, Long Term Disability, 401(k), Group Term Life, Accidental Death and Dismemberment, Flexible Spending Account and Annual Leave. Details of these plans will be communicated to you in the orientation packet.
Your employment with The Bank of Glen Burnie is at-will and either party can terminate the relationship at any time with or without notice. You acknowledge that this offer letter represents the entire agreement between you and The Bank of Glen Burnie. This offer letter does not constitute a contract of employment for any period of time and constitutes the full commitments that have been extended to you. Should you have any questions please contact me at 410-768-8858. The skills and knowledge you will bring with you will be a definite asset to our organization. We look forward to having you join the Bank.
If you are in agreement with the above outline, kindly indicate your understanding and acceptance of our offer by signing below and returning a copy in the enclosed envelope within seven (7) days of receipt.
Sincerely,
/s/
John Demyan
Chairman of the Board
I agree to the terms of the employment above.
| /s/ | |
| John D. Long | |
| January 20, 2016 | |
| Date | |
| February 8, 2016 | |
| Employment Date |