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Section 1: 8-K (FORM 8-K)

Form 8-K



Washington, D.C. 20549







Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) July 27, 2017



First Priority Financial Corp.

(Exact name of registrant as specified in its charter)




Pennsylvania    333-183118    20-8420347

(State or other jurisdiction

of Incorporation)



File Number)


(IRS Employer

Identification No.)

2 West Liberty Boulevard, Suite 104

Malvern, Pennsylvania

(Address of principal executive offices)    (Zip Code)

Registrant’s telephone number, including area code (610) 280-7100

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))

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.

On July 27, 2017, the Board of Directors of First Priority Financial Corp. (the “Company”) elected Joel L. Frank, Esquire, as a Class I director of the Company. In addition, Mr. Frank will serve as a Director of First Priority Bank, a wholly owned subsidiary of the Company. Mr. Frank is the Managing Partner and Executive Committee Chairman of Lamb McErlane PC, West Chester, Pennsylvania.

Mr. Frank will serve on the Audit and Governance Committee of the Company’s board of directors. Mr. Frank will be compensated for his service as a director of the Company on the same basis as other non-employee directors of the Company, including board fees and the eligibility to receive stock-based awards and other compensation paid to directors. There have been no transactions within the last fiscal year, or any currently proposed transactions, in which the Company was or is to be a participant and in which Mr. Frank has or had a direct or indirect material interest which would be required to be reported under Item 404(a) of Regulation S-K.


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:     August 2, 2017                         By:   /s/ Mark J. Myers

Mark J. Myers

Chief Financial Officer

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