UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Securities registered pursuant to Section 12(b) of the Act:
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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 (see General Instructions A.2. below):
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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 May 19, 2021, the stockholders of HV Bancorp, Inc. (the “Company”) approved the Company’s 2021 Equity Incentive Plan (the “2021 Equity Plan”), which provides for the grant of stock-based awards to officers, employees and directors of the Company and Huntingdon Valley Bank (the “Bank”). A description of the material terms of the Plan is contained in the Company’s definitive proxy statement for the Annual Meeting of Stockholders filed with the Securities and Exchange Commission on April 15, 2021. A copy of the Plan is being filed as Exhibit 10.1.
On June 15, 2022, the Company made restricted stock and incentive stock option awards pursuant to the 2021 Equity Plan to certain executive officers of the Company and the Bank, consisting of: Travis J. Thompson, Chief Executive Officer, Robert J. Marino, Vice Chair and President, Hugh W. Connelly, Executive Vice President and Chief Lending Officer and Derek P.B. Warden, Executive Vice President and Chief Credit Officer. The number of awards made to the executive officers are as follows:
Restricted Stock Awards |
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Name and Position |
Number of Awards |
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Travis J. Thompson, Chief Executive Officer |
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20,000 |
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Robert J. Marino, Vice Chair and President |
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25,000 |
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Hugh W. Connelly, Executive Vice President and Chief Lending Officer |
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25,000 |
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Derek P.B. Warden, Executive Vice President and Chief Credit Officer |
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5,000 |
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Incentive Stock Options Awards |
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Name and Position |
Number of Awards |
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Derek P.B. Warden, Executive Vice President and Chief Credit Officer |
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10,000 |
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Shares of restricted stock vest over 7 years at a rate of 16% on year 1 and 14% per year for each of the following 6 years and shares of stock options awards vest over 5 years at a rate of 20% per year.
The incentive stock options vest over 5 years at a rate of 20% per year beginning on the first anniversary of the date of grant.
Each restricted stock and stock option award granted under the Plan is evidenced by an award agreement between each award recipient and the Company. Attached hereto as Exhibits 10.2 through 10.3, respectively, are the forms of Restricted Stock Award Agreement and Incentive Stock Option Award Agreement.
Item 9.01 Financial Statements and Exhibits
(d) |
Exhibits. |
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10.1 |
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10.2* |
Form of Restricted Stock Award Agreement
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10.3* |
Form of Incentive Stock Option Award Agreement
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104 |
Cover Page Interactive Date File (embedded within the Inline XBRL document) |
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*Filed herewith
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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 thereunto duly authorized.
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HV Bancorp, Inc. |
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Date: June 21, 2022 |
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By: |
/s/ Travis J. Thompson |
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Travis J. Thompson |
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Chief Executive Officer (Duly Authorized Officer) |