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): March
1, 2010
RURBAN FINANCIAL
CORP.
(Exact
name of registrant as specified in its charter)
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Ohio
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0-13507
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34-1395608
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(State
or other jurisdiction
of
incorporation or organization)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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401 Clinton Street,
Defiance, Ohio 43512
(Address
of principal executive offices) (Zip Code)
(419)
783-8950
(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))
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Item
5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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On March
1, 2010, Rurban Financial Corp. (“Rurban”) issued a news release announcing the
hiring of Anthony V. Cosentino, who has been appointed to serve as Executive
Vice President of Rurban effective as of March 1, 2010. In addition,
Mr. Cosentino has been appointed to succeed Duane L. Sinn as Chief Financial
Officer of Rurban and The State Bank and Trust Company (“State
Bank”). As previously reported, Mr. Sinn will be transitioning to
Rurbanc Data Services, Inc., dba RDSI Banking Systems (“RDSI”), to become its
Chief Financial Officer effective upon the completion of the planned spin-off of
RDSI. A copy of the March 1, 2010 news release is included with this
Current Report on Form 8-K as Exhibit 99.1 and incorporated herein by
reference.
Mr.
Cosentino is a 1983 graduate of Miami University in Oxford, Ohio with a Bachelor
of Science Degree in Accounting, and received his Master of Business
Administration (Finance) from The Ohio State University in 1989. Mr.
Cosentino has worked as a senior financial and accounting officer in the banking
industry for over 25 years. He most recently served as
Vice President for Financial Planning and Analysis at AmTrust Financial
Corporation in Cleveland, Ohio from June, 2006 until December,
2009. Prior to joining AmTrust Financial Corporation, Mr. Cosentino
was Chief Financial Officer of Fifth Third Bank of Northeastern Ohio, a
subsidiary of Fifth Third Bancorp, from August, 1994 to May,
2006. Mr. Cosentino is a Certified Public Accountant and is 48 years
old.
Pursuant
to the terms of his offer letter, Mr. Cosentino will be paid an annual gross
salary of $160,000, which will be prorated for the remainder of
2010. Mr. Cosentino will be eligible to participate in Rurban’s
company-wide incentive compensation plan and will also participate in the
benefit programs generally provided to officers and employees of Rurban and
State Bank. Mr. Cosentino will receive a monthly automobile allowance
of $800 (subject to appropriate tax withholdings) and a family golf membership
at Kettenring Country Club in Defiance, Ohio. In addition, Rurban has
agreed to reimburse Mr. Cosentino for moving and relocation costs of
approximately $10,000 in connection with his establishing residence in the
Defiance, Ohio area. Subject to approval of the Compensation
Committee of the Board of Directors of Rurban, Mr. Cosentino will be granted
stock options to purchase 5,000 common shares of Rurban under the Rurban
Financial Corp. 2008 Stock Option Plan.
Rurban
has agreed to enter into Change of Control and Supplemental Executive
Retirement (“SERP”) Agreements with Mr. Cosentino containing substantially the
same terms and conditions currently in effect under the Change of
Control and SERP Agreements between Rurban and its other executive
officers. Pursuant to the Change of Control Agreement, Mr.
Cosentino would be entitled to receive certain benefits, including a lump sum
cash payment equal to his Annual Direct Salary, if he is terminated under
certain circumstances in connection with a “change of control” of
Rurban. Pursuant to the SERP Agreement, Mr. Cosentino would be
entitled to receive a retirement benefit equal to 15% of his “Annual Direct
Salary,” to be paid in equal monthly installments of 1/12th of the annual
benefit for a period of 180 months, if he remains in the continuous employment
of Rurban until retirement on or after age 65 (or 5% and 10% of his Annual
Direct Salary in the event of early retirement at age 55 and 60,
respectively). Annual Direct Salary means Mr. Cosentino’s annualized
base salary based on the highest base salary rate in effect for any pay period
ending with or within the 36-month period preceding the termination of his
employment.
Mr.
Cosentino has agreed that, for a period of one year following the termination of
his employment with Rurban and State Bank, for any reason, he will not compete
with or solicit the customers or employees of Rurban or its
subsidiaries.
Mr.
Cosentino does not have any family relationship with any member of Rurban’s
Board of Directors or any of Rurban’s executive officers. Neither Mr.
Cosentino nor any member of his immediate family has had any business
transactions or relationships with Rurban or any of its subsidiaries that would
require disclosure under Item 404(a) of SEC Regulation S-K. However,
Mr. Cosentino and members of his immediate family may enter into banking
transactions with Rurban’s subsidiary bank, The State Bank and Trust Company, in
the future in the ordinary course of business and in compliance with applicable
federal and state laws and regulations.
Item
9.01. Financial
Statements and Exhibits
(a) Not
Applicable
(b) Not
Applicable
(c) Not
Applicable
(d) Exhibits
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Exhibit
No.
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Description
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99.1
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News
release issued by Rurban Financial Corp. on March 1, 2010 reporting the
hiring and appointment of Anthony V. Cosentino as Executive Vice President
and Successor CFO
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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.
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RURBAN
FINANCIAL CORP.
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Dated:
March 1, 2010
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By:
/s/ Duane L.
Sinn
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Duane
L. Sinn
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Executive
Vice President and Chief Financial
Officer
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Current
Report on Form 8-K
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Exhibit
No.
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Description
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99.1
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News
release issued by Rurban Financial Corp. on March 1, 2010 reporting the
hiring and appointment of Anthony V. Cosentino as Executive Vice President
and Successor CFO
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