UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
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MID PENN BANCORP, INC.
FORM 8-K
| Item 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
Nasdaq Stock Market LLC (“Nasdaq”) Listing Rule (“Nasdaq Rule”) 5605(c)(2)(A) requires that Mid Penn Bancorp, Inc. (the “Company”) maintain an Audit Committee composed of members that satisfy certain independence criteria for service on the committee. Director Gregory M. Kerwin, a partner in the law firm of Kerwin & Kerwin LLP, was appointed to the Audit Committee in January 2020. The Company subsequently determined that Mr. Kerwin was ineligible to serve on the Audit Committee due to Kerwin & Kerwin LLP having received payments of $3,300.00 in 2020 and less than $2,000.00 in each of 2019 and 2018, in each case for the providing of routine legal services. Upon being made aware of his ineligibility, the Board removed Mr. Kerwin from the Audit Committee in January 2021 and appointed Director Brian Hudson to fill the vacancy. Mr. Hudson satisfies the requirements of Nasdaq Rule 5605(c)(2)(A).
Nasdaq Rule 5625 requires that a listed issuer provide Nasdaq with notification of any noncompliance with the requirements of Listing Rule 5605.
On August 30, 2021, the Company notified Nasdaq of its prior noncompliance with Nasdaq Rule 5605(c)(2)(A) and the measures taken to remedy such noncompliance, as described above.
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.
| Mid Penn Bancorp, Inc. | ||
| Date: August 30, 2021 | /s/ Rory G. Ritrievi | |
| Rory G. Ritrievi | ||
| Chairman, President and Chief Executive Officer |