Current Report Filing (8-k)
31 August 2019 - 6:01AM
Edgar (US Regulatory)
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): August 30, 2019
CB FINANCIAL SERVICES, INC.
(Exact name of registrant as specified in its charter)
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Pennsylvania
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001-36706
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51-0534721
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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100 North Market Street, Carmichaels, Pennsylvania
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15320
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(Address of principal executive offices)
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(Zip Code)
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(724) 966-5041
(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))
Securities registered pursuant to Section 12(b) of the Act:
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Common stock, par value $0.4167 per share
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CBFV
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The Nasdaq Stock Market, LLC
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(Title of each class)
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(Trading symbol)
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(Name of each exchange on which registered)
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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). ☒
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 standard provided pursuant
to Section 13(a) of the Exchange Act. ☒
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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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(e)
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On August 28, 2019, Community Bank, the wholly owned subsidiary of CB Financial Services, Inc., entered into a Split Dollar
Life Insurance Agreement with Patrick G. O’Brien, President and Chief Executive Officer, effective September 1, 2019 (the
“Agreement”). Under the Agreement, Mr. O’Brien’s designated beneficiary will be entitled to share in the
death proceeds payable under a life insurance policy owned by Community Bank on the life of Mr. O’Brien (the “Policy”)
in the event of Mr. O’Brien’s death while the Agreement is in effect. Such amount is $200,000, limited to 100% of the
“net amount at risk” of the Policy. The net amount at risk is the total proceeds of the Policy less the cash value
of the Policy. Community Bank is the sole beneficiary of any death proceeds remaining after the aforementioned death proceeds have
been paid to Mr. O’Brien’s designated beneficiary.
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The Agreement will terminate upon the occurrence of any of
the following: (1) total cessation of the business of Community Bank; (2) bankruptcy, receivership or dissolution of Community
Bank; (3) termination of Mr. O’Brien’s employment “for cause” (as defined in the Agreement) or termination
of employment prior to age 65, unless such termination follows a “change in control” (as defined in the Agreement);
(4) prior to death of Mr. O’Brien, by written notice thereof by Community Bank or by Mr. O’Brien; (5) surrender, lapse
or termination of the Policy; or (6) upon distribution of the death proceeds to Mr. O’Brien’s designated beneficiary
as described above.
The foregoing description of the Agreement does not purport
to be complete and is qualified in its entirety by reference to the Agreement attached hereto as Exhibit 10.1.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
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 thereunto duly authorized.
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CB FINANCIAL SERVICES, INC.
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Date: August 30, 2019
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By:
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/s/ Jamie L. Prah
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Jamie L. Prah
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Executive Vice President and Chief Financial Officer
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