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 26, 2016
Flushing Financial Corporation
(Exact name of registrant as specified in its charter)
| 001-33013 |
| (Commission File Number) |
| Delaware |
| (State or other jurisdiction of incorporation) |
| 11-3209278 |
| (IRS Employer Identification No.) |
| 220 RXR Plaza, Uniondale, New York , 11556 |
| (Address of principal executive offices) |
(718) 961-5400
(Registrant's telephone number, including area code)
1979 Marcus Avenue, Suite E140, Lake Success, New York 11042
(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 (see General Instruction A.2. below): | ||
| [ ] | 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.
As previously announced in the Company’s Form 8-K filed on October 30, 2015, David Fry, Senior Executive Vice President, Treasurer and Chief Financial Officer of Flushing Financial Corporation (the “Company”) will retire effective February 5, 2016. On January 26, 2016, Susan K. Cullen, who joined the Company as Executive Vice President and Chief Accounting Officer in 2015, was named to succeed Mr. Fry as Senior Executive Vice President, Treasurer and Chief Financial Officer, effective upon Mr. Fry’s retirement.
A copy of the press release dated February 1, 2016 is filed as Exhibit 99.1 hereto and incorporated by reference herein in its entirety.
Employment Agreement
In connection with her appointment, on January 29, 2016, Ms. Cullen entered into an employment agreement (the “Employment Agreement”) with the Company. The Employment Agreement provides that Ms. Cullen will serve as Senior Executive Vice President, Treasurer and Chief Financial Officer effective as of February 5, 2016 through November 21, 2018, subject to annual one year extensions as approved by the Company’s Board of Directors.
Ms. Cullen’s base salary effective as of February 5, 2016 is $345,000 per annum, subject to annual review. Ms. Cullen is also entitled to participate in any bonus plan maintained by the Company and in the Company’s and the Bank’s employee benefit plans and programs in accordance with their terms.
The Employment Agreement provides that in the event of termination of employment without cause or resignation for good reason, as described in the Employment Agreement, Ms. Cullen would be entitled to receive a lump sum severance payment equal to two times the sum of her annual salary and bonus (based on the average bonus received under the bonus plan in the three most recent calendar years ended prior to termination, or total calendar years of employment if fewer than three years), a pro rata portion of bonus payable for the year of termination subject to achievement of applicable performance standards for the year (or, in the case of termination after a change of control, a prorated bonus based on the amount of bonus received under the bonus plan in the prior year) and certain health and welfare benefits. For termination for cause or Ms. Cullen’s resignation from the Company for reasons other than those constituting a good reason, Ms. Cullen would be entitled to receive only her earned but unpaid salary and any benefits payable under the terms of the Company’s benefit plans.
Ms. Cullen is solely responsible for any excise tax imposed by Section 4999 of the Internal Revenue Code on excess parachute payments. Any payment or benefit received or to be received by Ms. Cullen that would constitute a parachute payment shall be reduced to the extent necessary so that no portion is subject to the excise tax, but only if, by reason of such reduction, the net after-tax benefit received exceeds the net after-tax benefit that would be received if no such reduction was made.
Ms. Cullen is subject to restrictive covenants under the Employment Agreement, including a non-solicitation provision covering employees, customers and prospective customers, a non-disparagement provision and a confidentiality provision.
Consulting Agreement
In connection with his retirement, on January 29, 2016, Mr. Fry entered into a consulting agreement (the “Consulting Agreement”) with the Company’s wholly owned subsidiary, Flushing Bank (the “Bank”). The Consulting Agreement provides for a one year service period commencing on February 6, 2016 and ending on February 6, 2017. Pursuant to the Consulting Agreement, Mr. Fry will make available his services as reasonably requested by the Bank or Company from time to time. In the performance of such services, Mr. Fry shall devote at least 50% of the average business time that he dedicated to his performance of services in any capacity to the Bank and or its affiliates during the 36 months preceding the date of this Agreement. Mr. Fry will receive compensation of $35,900 per month for his services and shall be reimbursed for expenses reasonably and necessarily incurred by him in connection with the performance of his services under the Consulting Agreement.
The foregoing summaries of the Employment Agreement and Consulting Agreement do not purport to be complete.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. | |
| Exhibit Number | Description | |
| 99.1 | Press release dated February 01, 2016. |
SIGNATURE
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.
| Flushing Financial Corporation | ||
| Date: February 1, 2016 | By: | /s/ MARIA A. GRASSO |
| Name: | Maria A. Grasso | |
| Title: | Senior Executive Vice President and Chief Operating Officer | |
EXHIBIT INDEX
| Exhibit Number | Description | |
| 99.1 | Press release dated February 01, 2016. |
EXHIBIT 99.1
Flushing Financial Corporation’s David W. Fry, Chief Financial Officer, to Retire; Susan K. Cullen Named as Successor
UNIONDALE, N.Y., Feb. 01, 2016 (GLOBE NEWSWIRE) -- Flushing Financial Corporation (the “Company”) (Nasdaq:FFIC), the parent holding company for Flushing Bank (the “Bank”), announced David W. Fry will be retiring as Senior Executive Vice President, Treasurer and Chief Financial Officer, effective February 5, 2016. Mr. Fry joined the Bank in 1998 and has been Chief Financial Officer of the Company and Bank since 2004. Susan K. Cullen, who joined the Company in 2015 as Executive Vice President, Chief Accounting Officer, has been named to succeed Mr. Fry as Senior Executive Vice President, Treasurer and Chief Financial Officer, effective the same day.
John E. Roe, Sr., Chairman of the Board, stated: “Since 1998, David has worked hard to make a significant contribution to the success of Flushing Financial Corporation. We wish him the very best in his retirement.”
John R. Buran, President and Chief Executive Officer added, “I want to thank David for his exceptional contributions to Flushing Financial Corporation over the past 17 years. I have had the pleasure of working alongside David for 15 years and I am extremely grateful for his advice and counsel. I wish him the very best in his retirement on behalf of the Board of Directors and Senior Management Team. He will be greatly missed.” Mr. Buran also added, “We are excited about Susan’s new role as Chief Financial Officer. As a key member of our Senior Management Team, Susan is familiar with the operations of the Company and Bank. She is an accomplished and talented executive who has a very strong background in all aspects of accounting, finance, treasury and strategic planning. We are confident that she will continue to play a significant leadership role in the operations of Flushing Financial Corporation as we move our business forward.”
Commenting on her appointment, Ms. Cullen stated: “I am pleased to have joined such an exceptional organization and look forward to my new position as Chief Financial Officer. It has been a pleasure to work alongside David for these past few months. I look forward to working with John Buran, Senior Executives Maria Grasso and Frank Korzekwinski, and the rest of the Flushing management team in pursuing the continued successful growth of our Company and delivering shareholder value.”
Ms. Cullen joined Flushing Financial Corporation in 2015 as Executive Vice President and Chief Accounting Officer. Prior to joining Flushing Bank, she was an EVP/SEC Reporting and Investor Relations Officer at Hudson Valley Bank. Susan joined Hudson Valley Bank in 2012 as an EVP/Chief Risk Officer. Previously, Susan was employed with Grant Thornton LLP as a Bank Audit Partner, Star Bank, NA as Senior Internal Auditor, Cintas Corporation as Staff Accountant and Dayton Power and Light as an Internal Auditor. Susan received a Bachelor of Science in Accounting from University of Dayton. Susan is a CPA in New York.
About Flushing Financial Corporation
Flushing Financial Corporation is the holding company for Flushing Bank, a New York State-chartered commercial bank insured by the Federal Deposit Insurance Corporation. The Bank also operates an online banking division, iGObanking.com®, which offers competitively priced deposit products to consumers nationwide. The Bank also serves consumers, businesses, and public entities by offering a full complement of deposit, loan, and cash management services through its 19 banking offices located in Queens, Brooklyn, Manhattan, and Nassau County.
Additional information on Flushing Bank and Flushing Financial Corporation may be obtained by visiting the Company’s website at http://www.flushingbank.com.
“Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995: Statements in this Press Release that are not descriptions of historical facts may be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking information is inherently subject to risks and uncertainties, and actual results could differ materially from those currently anticipated due to a number of factors, which include, but are not limited to, risk factors discussed in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2014 and in other documents filed by the Company with the Securities and Exchange Commission from time to time. Forward-looking statements may be identified by terms such as "may", "will", "should", "could", "expects", "plans", "intends", "anticipates", "believes", "estimates", "predicts", "forecasts", "potential" or "continue" or similar terms or the negative of these terms. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. The Company has no obligation to update these forward-looking statements.
Contact:
Maria A. Grasso
Senior Executive Vice President, Chief Operating Officer
Flushing Bank
718-961-5400