Current Report — Form 8-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 8-K 1895 Bancorp of Wisconsin, Inc. Form 8-K September HTML 36K
30, 2022
2: EX-10.1 First Amendment to Employment Agreement Among HTML 14K
Pyramax Bank, Fsb, 1895 Bancorp of Wisconsin, Inc.
and Richard Hurd
3: EX-10.2 First Amendment to Employment Agreement Among HTML 15K
Pyramax Bank, Fsb, 1895 Bancorp of Wisconsin, Inc.
and David Ball
4: EX-10.3 First Amendment to Employment Agreement Among HTML 15K
Pyramax Bank, Fsb, 1895 Bancorp of Wisconsin, Inc.
and Monica Baker
5: EX-10.4 First Amendment to Employment Agreement Among HTML 15K
Pyramax Bank, Fsb, 1895 Bancorp of Wisconsin, Inc.
and Steven Klitzing
6: EX-10.5 First Amendment to Employment Agreement Among HTML 19K
Pyramax Bank, Fsb, 1895 Bancorp of Wisconsin, Inc.
and Thomas Peterson
7: EX-99.1 Press Release Dated September 30, 2022 HTML 11K
11: R1 Document and Entity Information HTML 49K
14: XML IDEA XML File -- Filing Summary XML 15K
12: XML XBRL Instance -- form8k_100422_htm XML 17K
13: EXCEL IDEA Workbook of Financial Reports XLSX 8K
9: EX-101.LAB XBRL Labels -- bcow-20220930_lab XML 67K
10: EX-101.PRE XBRL Presentations -- bcow-20220930_pre XML 49K
8: EX-101.SCH XBRL Schema -- bcow-20220930 XSD 16K
15: JSON XBRL Instance as JSON Data -- MetaLinks 14± 22K
16: ZIP XBRL Zipped Folder -- 0000943374-22-000432-xbrl Zip 37K
‘8-K’ — 1895 Bancorp of Wisconsin, Inc. Form 8-K September 30, 2022
This is an HTML Document rendered as filed. [ Alternative Formats ]
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM i 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
1895 BANCORP OF WISCONSIN, INC.
(Exact Name of Registrant as Specified in Charter)
i Maryland
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i 61-1993378
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(State or Other Jurisdiction
of Incorporation)
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(Commission File No.)
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(I.R.S. Employer
Identification No.)
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7001 West Edgerton Avenue, Greenfield, i Wisconsin
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i 53220
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant's telephone number, including area code: ( i 414)
i 421-8200
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 (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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i Common Stock, par value $0.01 per share
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i BCOW
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i The Nasdaq Stock Market LLC
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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 i ☒
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. i ☐
Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On
September 30, 2022, 1895 Bancorp of Wisconsin, Inc. (the
“Company”) and PyraMax Bank, FSB (
“PyraMax Bank”), the wholly owned
subsidiary of
the Company, announced that Richard Hurd, Chief Executive Officer of
the Company and the Bank,
had relinquished his role as Chief Executive Officer of
the Company and the Bank and will assume the role as
Executive Vice President - Strategic Planning Officer in order to continue to provide leadership and direction
to the Bank and
the Company, effective as of
October 1, 2022. Mr. Hurd’s change in duties is not the result of any dispute or disagreement with
the Company or PyraMax Bank.
In addition, Thomas Peterson, Senior Vice President and Chief Lending Officer of
the Company and the Bank, announced his intention to
step down from his position as Chief Lending Officer of the Bank while continuing to work part-time for the Bank as a Commercial Lending Officer, effective as of
November 1, 2022. Mr. Peterson’s change in duties is not the result of any dispute or
disagreement with
the Company or PyraMax Bank.
In consideration of the revised roles of Messrs. Hurd and Peterson, and in order to assure a smooth transition of
the Company and the
Bank, the
Board of Directors of the Company and the Bank (collectively, the “Boards”) approved the following changes in executive titles and responsibilities of the
Company’s and Bank’s executive officers effective as of
October 1, 2022: (1)
David Ball, the current President and Chief Operating Officer, has been promoted to the Chief Executive Officer and President of
the Company and the Bank, with an increase
in base salary to $313,635; (2) Monica Baker, the current Senior Vice President and Chief Brand Officer, has been promoted to
Executive Vice President – Chief Operating
Officer of
the Company and the Bank, with an increase in base salary to $220,000, while maintaining her position as Chief Brand Officer; (3) Steven Klitzing, the current Senior Vice President, Chief Financial Officer and Treasurer of the
Company and the Bank, has been promoted to
Executive Vice President – Chief Financial Officer and Treasurer of the Company and the Bank, with an increase in base
salary to $220,000; and (4) Richard Hurd, the current Chief Executive Officer of
the Company and the Bank, will assume the role as
Executive Vice President - Strategic
Planning Officer. The Boards shall search for a new executive officer to serve as a Senior Vice President and Chief Lending Officer.
The Boards also entered into a
First Amendment to
Employment Agreement with each of Messrs. Hurd, Ball and Klitzing and with Ms. Baker (the
“First Amendment(s)”), effective
October 1, 2022. The First Amendments reflect the changes set forth above with respect to the changes in executive
titles and responsibilities of Messrs. Hurd, Ball and Klitzing and Ms. Baker, including the changes in base salary, as determined by the Boards. There were no other changes to the employment agreements.
The Boards also entered into a First Amendment to Employment Agreement with Mr. Peterson (also, a “First
Amendment”), reflecting his reduced role and setting forth the following: (i) the change in his title to Senior Vice President and Commercial Lending Officer; (ii) a decrease in his hours to approximately 20 hours per week; (iii) a commensurate
reduction in base salary and benefits; and (iv) reduced severance payments to the Executive upon an Event of Termination relating to a change in control that reflect his reduced role.
The foregoing descriptions of the First
Amendments for Messrs. Hurd, Ball, Peterson and Klitzing and with Ms. Baker
, are qualified in their entirety by reference to the copy of the First
Amendments for each that are included as Exhibits 10.1, 10.2, 10.3, 10.4 and 10.5 to this Current Report and are incorporated by reference into this Item 5.02.
A copy of the
press release announcing the executive changes is included as
exhibit 99.1 to this report and is incorporated
herein by reference.
Item 9.01. |
Financial Statements and Exhibits. |
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Exhibit No.
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Description
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104
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Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL)
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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, hereunto duly authorized.
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1895 BANCORP OF WISCONSIN, INC.
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By:
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/s/ David Ball
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President and Chief Executive Officer
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