Attached files
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EX-3.1 - EXHIBIT 3.1 - MOUNTAIN NATIONAL BANCSHARES INC | c98559exv3w1.htm |
EX-10.1 - EXHIBIT 10.1 - MOUNTAIN NATIONAL BANCSHARES INC | c98559exv10w1.htm |
EX-10.2 - EXHIBIT 10.2 - MOUNTAIN NATIONAL BANCSHARES INC | c98559exv10w2.htm |
EX-10.3 - EXHIBIT 10.3 - MOUNTAIN NATIONAL BANCSHARES INC | c98559exv10w3.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 31, 2010 (May 15, 2009)
MOUNTAIN NATIONAL BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
Tennessee | 0-49912 | 75-3036312 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
300 East Main Street, Sevierville, Tennessee |
37862 |
|
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (865) 428-7990
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:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | 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; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers. |
Effective May 15, May 28 and May 18, 2009, respectively, Mountain National Bancshares, Inc., a
Tennessee corporation (the Company), and Mountain National Bank, a wholly-owned subsidiary of the
Company (the Bank), entered into employment agreements (each an Employment Agreement and
collectively, the Employment Agreements) with G. Devon McKinzie, Michael L. Brown and Richard A.
Hubbs, each with a three year term. Pursuant to the terms of their respective Employment
Agreements, Ms. McKinzie serves as Executive Vice President/Chief Lending Officer of the Company
and the Bank and received an initial base salary of $155,000 per year, Mr. Brown serves as the
Executive Vice President/Chief Operating Officer of the Company and the Bank and received an
initial base salary of $155,000 per year and Mr. Hubbs serves as Senior Vice President/Chief
Financial Officer of the Company and the Bank and received an initial base salary of $92,500 per
year. The President/CEO reviews and adjusts Ms. McKinzies, Mr. Browns and Mr. Hubbs base salary
amounts annually. In addition, Ms. McKinzie and Messrs. Brown and Hubbs are entitled to participate
in any employee benefit plan of the Bank made available to the Banks regular full-time employees
generally. Upon a change in control of the Bank and upon the executives subsequent involuntary
termination of employment (other than for cause, death, disability or retirement) or voluntary
termination following a change in control following any demotion, loss of title, office or
significant authority, reduction in annual compensation or benefits, or relocation of principal
place of employment, Ms. McKinzie and Messrs. Brown and Hubbs will be entitled to receive an amount
equal to 2.99 times his or her base amount within the meaning of 280G(b)(3) of the Internal
Revenue Code of 1986. Additionally, the executives would be entitled to the continuation of life,
medical, dental and disability coverage for three years. A change in control is defined in the
Employment Agreements to include, among other things, the acquisition by another person, or two or
more persons acting as a group, of at least fifteen but less than twenty-five percent of the
Companys common stock, and the adoption by the Board of Directors of a resolution declaring that a
change in control of the Bank has occurred; a merger or consolidation in which the Company is not
the surviving entity; and a change in the composition of a majority of the Board of Directors
within a specified period of time.
Pursuant to the Employment Agreements, in the event the executive is terminated without cause,
the executive will be entitled to be paid for the remaining term of the contract. In the event of
death of the executive, the executives estate would be entitled to compensation due to the
executive through the last day of the calendar month in which his or her death occurred. If the
executive retires, the executive would be entitled to all benefits under any retirement plan of the
Bank and other plans to which the executive is a party. The Employment Agreements further provide
that in the event of termination the executive will be prohibited from competing with the Bank for
a period of 12 months in any county in which the Bank has a branch or main office or in any county
in which the Bank operates its banking business.
The above description of the Employment Agreements is qualified in its entirety by reference
to the full text of the Employment Agreements. Copies of the Employment Agreements are filed
herewith as Exhibits 10.1, 10.2 and 10.3 and are incorporated herein by
reference.
Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On March 25, 2010, the Board of Directors of Mountain National Bancshares, Inc. (the
Company) amended and restated the Companys Bylaws (the Bylaws). Pursuant to such amendment and
restatement, which was effective immediately upon approval, Article III of the Bylaws has been
revised as described below.
The amended Bylaws clarify that shareholders seeking to nominate directors or propose other
business at a meeting of shareholders must comply with the advance notice provisions in Article
III, Section 9 or Article III, Section 10, as applicable, while shareholders seeking to have a
shareholder proposal considered for inclusion in the Companys annual proxy statement must comply
with the notice requirements applicable to shareholder proposals under the Securities and Exchange
Commissions proxy rules.
The amended Bylaws revised the advance notice deadlines in Article III, which sets forth the
date by which a shareholder must notify the Company that it intends to nominate directors or
propose other business at a shareholders meeting. The amended Bylaws provide that any such notice
must be received by the Company not later than the 90th day and not earlier than the
120th day before the first anniversary of the preceding years annual meeting of
shareholders. If the date of the annual meeting is advanced more than 30 days before such
anniversary date or delayed more than 60 days after such anniversary date, then such notice must be
received no later than the later of 70 days before the meeting date or 10 days following the date
on which the public announcement of the meeting date was made.
With respect to a special meeting of shareholders, the advance notice deadline for director
nominations or the proposal or other business is now no later than 10 days following the date on
which public announcement of the meeting date was made.
The amended Bylaws update the information that must be included in a notice under Article III.
Among other things, the amendments require a shareholder who intends to propose a nomination or
propose other business to provide information about any agreement, arrangement or understanding
(including any derivative or short positions, profit interests, options, hedging transactions, and
borrowed or loaned shares) relating to the nomination or other proposed business that has the
effect or intent of increasing or decreasing the voting power of such shareholder or any related
person, or of mitigating loss, managing risk or benefit from changes in the share price of the
Company. In addition, the amended Bylaws require that the shareholder proponent state in its
notice whether it intends to solicit proxies in support of its director nominee(s) or shareholder
proposal.
The preceding description is qualified in its entirety by reference to the Companys Bylaws,
which are filed as Exhibit 3.1 to this current report and are incorporated herein by
reference.
Item 9.01 | Financial Statements and Exhibits. |
(d) | Exhibits |
Exhibit | ||
No. | Description | |
3.1
|
Amended and Restated Bylaws. |
|
10.1
|
Officer Employment Agreement, dated May 15, 2009, by and among
Mountain National Bank, Mountain National Bancshares, Inc. and G.
Devon McKinzie. |
|
10.2
|
Officer Employment Agreement, dated May 28, 2009, by and among
Mountain National Bank, Mountain National Bancshares, Inc. and
Michael L. Brown. |
|
10.3
|
Officer Employment Agreement, dated May 18, 2009, by and among
Mountain National Bank, Mountain National Bancshares, Inc. and
Richard A. Hubbs. |
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.
MOUNTAIN NATIONAL BANCSHARES, INC. |
||||
By: | /s/ Dwight B. Grizzell | |||
Name: | Dwight B. Grizzell | |||
Title: | President and Chief Executive Officer | |||
Date: March 31, 2010
EXHIBIT INDEX
Exhibit | ||
No. | Description | |
3.1
|
Amended and Restated Bylaws. | |
10.1
|
Officer Employment Agreement, dated May 15, 2009, by and among Mountain National Bank, Mountain National Bancshares, Inc. and G. Devon McKinzie. | |
10.2
|
Officer Employment Agreement, dated May 28, 2009, by and among Mountain National Bank, Mountain National Bancshares, Inc. and Michael L. Brown. | |
10.3
|
Officer Employment Agreement, dated May 18, 2009, by and among Mountain National Bank, Mountain National Bancshares, Inc. and Richard A. Hubbs. |