CCFN Muncy Columbia Financial Corporation (QX)

 

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

 

December 21, 2023

Date of Report (Date of earliest event reported)

 

MUNCY COLUMBIA FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

 

Pennsylvania		000-19028		23-2254643
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Ident. No.)

232 East Street, Bloomsburg, Pennsylvania 17815

(Address of principal executive offices) (Zip Code)

(570) 784-4400

Registrant’s telephone number, including area code

N/A

(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:

 

Title of each class		Trading Symbol		Name of each exchange on which registered
None		None		None

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

 

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. ☐

 

 

ITEM 5.02

Departure of Directors or Certain Officers; Election of Directors: Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(e) On December 21, 2023, Muncy Columbia Financial Corporation (the “Company”), and its wholly-owned subsidiary, Journey Bank (the “Bank”), entered into a First Amendment to Amended and Restated Employment Agreement dated December 21, 2023 (the “Amendment”) with Lance O. Diehl, Chairman, President and Chief Executive Officer of the Company and Executive Chairman of the Bank. The Amendment was approved by the boards of directors of the Company and the Bank on December 19, 2023.

 

Mr. Diehl’s Amended and Restated Employment Agreement dated August 2, 2023 (the “Agreement”) provides, in relevant part, that if at any time during the employment period his participation in any Company health or medical plan is barred by its terms and conditions or by applicable law, or if his employment is terminated upon the termination of the employment period on March 31, 2026, or if he terminates his employment without good reason at any time after he has attained 60 years of age and, in each of the latter two cases, he is not otherwise employed on any basis where he would be eligible to receive health and medical insurance under such employer’s plans, the Bank will, upon written notice from Mr. Diehl, obtain for a period of five consecutive years and pay for individual insurance plans, policies or programs which would provide to Mr. Diehl and his spouse, health and medical (including, but not limited to health, dental and vision) insurance coverage which is substantially identical to the insurance coverage to which he otherwise would be entitled as an employee, and also will pay to Mr. Diehl (or to his spouse if he would predecease his spouse) an annual gross-up payment with respect to each year during such five consecutive year period in an amount equal to the amount of U.S. federal, state and local income tax at the highest applicable marginal rate that would be applicable to Mr. Diehl’s or his spouse’s receipt of the benefit. Mr. Diehl’s death during such five consecutive year period will not affect his spouse’s right to the continuation of the benefit through the expiration of the five year period. Mr. Diehl and his spouse, however, would be required to enroll with Medicare, if at any time during the five year period he or she shall attain age 65, in which case the costs for Part B, Part C and Part D shall be paid by Mr. Diehl or his spouse and reimbursed by the Bank.

 

Pursuant to the Amendment, the five (5) year periods described in the preceding paragraph have been amended and extended to ten (10) year periods. 

 

ITEM 9.01	FINANCIAL STATEMENTS AND EXHIBITS.
(a)	Not applicable
(b)	Not applicable
(c)	Not applicable
(d)	Exhibits.
Exhibit Number	Description
10.1	First Amendment to Amended and Restated Employment Agreement dated December 21, 2023 between Muncy Columbia Financial Corporation, Journey Bank and Lance O. Diehl
104	Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL)

 

 

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.

 

 

Dated: December 21, 2023	Muncy Columbia Financial Corporation
	By:	/s/ Jeffrey T. Arnold
	Name:	Jeffrey T. Arnold, CPA, CIA
	Title:	Executive Vice President and Treasurer

 

MUNCY COLUMBIA FINANCIAL CORPORATION 8-K

Exhibit 10.1

 

 

 

 

FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT

 

THIS FIRST AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Amendment”) is made as of December 21, 2023, between MUNCY COLUMBIA FINANCIAL CORPORATION, a Pennsylvania business corporation formerly named CCFNB Bancorp, Inc. (the “Corporation”), JOURNEY BANK, a Pennsylvania banking institution formerly named First Columbia Bank & Trust Co. (the “Bank”), and LANCE O. DIEHL (the “Executive”).

 

WITNESSETH:

 

WHEREAS, the Corporation, the Bank and the Executive are parties to that certain Amended and Restated Employment Agreement dated as of August 2, 2023 (the “Agreement”); and

WHEREAS, the parties desire to amend the Agreement upon the terms and conditions set forth in this Amendment.

 

AGREEMENT:

 

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements set forth herein, the parties hereto, intending to be legally bound, agree as follows:

 

1. Amendments to the Agreement. Sections 4(f), 6(a)(ii) and 7(a) and (b) of the Agreement are hereby amended by substituting:

 

(i)

the phrase “10 consecutive year period” for the phrase “5 consecutive year period” in each place in such Sections where the phrase “5 consecutive year period” appears;

(ii)

the phrase “period of ten (10) consecutive years” for the phrase “period of five (5) consecutive years” in each place in such Sections where the phrase “period of five (5) consecutive years” appears;

(iii)

the phrase “ten (10) year period” for the phrase “five (5) year period” in each place in such Sections where the phrase “five (5) year period” appears; and

(iv)

the phrase “ten (10) year or thirty-six (36) month period” for the phrase “five (5) year or thirty-six (36) month period” in each place in such Sections where the phrase “five (5) year or thirty-six (36) month period” appears.

 

 

2. Incorporation into Agreement. This Amendment shall be deemed incorporated into and made a part of the Agreement. The Agreement and this Amendment shall be construed as integrated and complementary of each other. If, after applying the foregoing, an inconsistency still exists, the provisions of this Amendment shall constitute an amendment to the Agreement and shall control. Capitalized terms used herein but not otherwise defined in this Amendment shall have the meanings set forth in the Agreement.

 

3. Counterparts. This Amendment may be executed in several counterparts and all of such counterparts together shall constitute one and the same Amendment, binding on the parties thereto, even though all of the parties are not signatory to the same counterpart. Transmission by telecopy, facsimile, email or other form of electronic transmission of an executed counterpart of this Amendment shall be deemed to constitute due and sufficient delivery of such counterpart.

 

4. Electronic Execution. This Amendment may be executed electronically through an electronic acceptance and acknowledgement in an electronic workspace designed for that purpose, which acceptance and acknowledgment shall have the same legal effect, validity and enforceability as a signature affixed by hand.

IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed and delivered under seal by their proper and duly authorized officers as of the day and year first above written.

 

	CORPORATION:
	MUNCY COLUMBIA FINANCIAL CORPORATION
	By:	/s/ Robert J. Glunk
		Robert J. Glunk, Senior Executive Vice President and Chief Operating Officer

 

 

	BANK:
	JOURNEY BANK
	By:	/s/ Robert J. Glunk
		Robert J. Glunk, President and Chief Executive Officer

 

 

	EXECUTIVE:
		/s/ Lance O. Diehl
		Lance O. Diehl

 

 

v3.23.4

Cover	Dec. 21, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 21, 2023
Entity File Number	000-19028
Entity Registrant Name	MUNCY COLUMBIA FINANCIAL CORPORATION
Entity Central Index Key	0000731122
Entity Tax Identification Number	23-2254643
Entity Incorporation, State or Country Code	PA
Entity Address, Address Line One	232 East Street
Entity Address, City or Town	Bloomsburg,
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	232 East Street, Bloomsburg, Pennsylvania 17815
City Area Code	(570)
Local Phone Number	784-4400
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	None
Trading Symbol	None
Entity Emerging Growth Company	false
Entity Information, Former Legal or Registered Name	N/A

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