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Section 1: 8-K (8-K)

8-K Restricted Stock Award 12222016



 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):

 

 

December 21, 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 1.01. Entry into a Material Definitive Agreement.



At a special meeting on December 21, 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 December 21, 2016, under the DNB Financial Corporation Incentive Equity and Deferred Compensation Plan, for the following members of the Registrant’s Board of Directors:





 

 

 

 

 

 

Name

 

Title

 

Restricted Shares Awarded

 

Cliff Vesting Term



 

 

 

 

 

 

James H. Thornton

 

Chairman of the Board, Director

 

1,000

 

3 years

James R. Biery

 

Director

 

500

 

3 years

Thomas A. Fillippo

 

Director

 

500

 

3 years

Gerard F. Griesser

 

Director

 

500

 

3 years

Mildred C. Joyner

 

Director

 

500

 

3 years

James J. Koegel

 

Director

 

500

 

3 years

Mary D. Latoff

 

Director

 

500

 

3 years

John F. McGill

 

Director

 

500

 

3 years

Charles A. Murray

 

Director

 

500

 

3 years

Daniel O’Donnell

 

Director

 

500

 

3 years







Pursuant to the terms of  the Restricted Stock Award Agreements between the Registrant and each grantee, grantee shall first be entitled to the Award Shares on a date (the “Vesting Date”) that shall be the earlier of the third (3rd) anniversary of the Grant Date, the date of their death, their termination of service as a member of the Board of Directors on account of disability, the date on which a change in control as hereinafter defined of the Company occurs.



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 22, 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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