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Section 1: 8-K (8-K)

Form 8-K Restricted Shares



 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):

 

 

November 30, 2016

 


 

DNB Financial Corporation

__________________________________________

(Exact name of registrant as specified in its charter)



Pennsylvania

1-34242

23-2222567

 

_____________________

(State or other jurisdiction

_____________

(Commission

______________

(I.R.S. Employer

 

of incorporation)

File Number)

Identification No.)

 

   

 

 

 

4 Brandywine Avenue, Downingtown, Pennsylvania

 

19335

 

_________________________________

(Address of principal executive offices)

 

___________

(Zip Code)

 



 

Registrant’s telephone number, including area code:

 

(610) 269-1040

 





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))














 

Item 5.02. Departure of Directors or certain Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.



At a special meeting on November 30, 2016 the Benefits and Compensation Committee (the “Committee”) of the Board of Directors of DNB Financial Corporation (the “Registrant” or "Company") approved a Restricted Stock Award effective November 30, 2016, under the DNB Financial Corporation Incentive Equity and Deferred Compensation Plan, for the following executive officers of the Registrant.





Name

 

Title

 

Restricted Shares Awarded

 

Cliff Vesting Term



 

 

 

 

 

 

William J. Hieb

 

President and Chief  Executive Officer

 

4,000

 

3 years

Vince Liuzzi

 

EVP, Chief Banking Officer

 

2,400

 

3 years

Christopher P. McGill

 

EVP & Chief Lending Officer

 

2,400

 

3 years

Gerald F. Sopp

 

EVP, Chief Financial Officer & Secretary

 

2,800

 

3 years







Pursuant to the terms of Restricted Stock Award Agreements between the Registrant and each grantee, the awards are subject to cliff vesting on the earlier of a change in control of the Registrant (as defined in the award agreement) or the expiration of 3 years for certain officers as noted above, but vesting is conditioned upon continued employment with the Registrant and/or DNB First, National Association (the “Bank”) prior to the issuance of such plan shares.



The award agreements further provide that, upon vesting and issuance of the plan shares, the grantee may elect to pay withholding taxes on the award in cash or by electing to apply some of the awarded shares at their fair market value, or both. The agreement is in the Company's standard form for restricted stock awards.







Item 9.01. Financial Statements and Exhibits.



(c) Exhibits. None



























 




 

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.



 

DNB Financial Corporation



 

December 1, 2016

By:

/s/ Gerald F. Sopp

 

 

Name: Gerald F. Sopp

 

 

Title: Chief Financial Officer and Executive Vice President



 



























 








































 







Exhibit Index





None











 










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