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
______________
Date of Report (Date of earliest event
reported):
(Exact name of Registrant as specified in its charter)
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
(Registrant’s telephone number, including area code)
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 (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| None | N/A | N/A |
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. ☐
CURRENT REPORT ON FORM 8-K
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On April 24, 2025, ENB Financial Corp (the “Corporation”) and The Ephrata National Bank, the Corporation’s wholly-owned subsidiary (the “Bank”) and William Kitsch, Senior Executive Vice President/Chief Revenue Officer, entered into an amendment (the “Amendment”) of Mr. Kitsch’s Employment Agreement, dated October 28, 2022 (the “Agreement”). The purpose of the Amendment was to revise the covenants in Mr. Kitsch’s Agreement. The remaining terms of Mr. Kitsch’s Agreement remain unaffected by the Amendment. The Agreement, as amended by the Amendment, is described below.
The initial term of the Agreement began on October 28, 2022 and has an initial term of three (3) years. The Agreement automatically renews for additional three (3) year terms at the end of the initial three (3) year term and at the end of each three (3) year renewal of the employment agreement unless notice to terminate is given by either party at least one hundred eighty (180) days prior to the expiration of the initial term or any renewal term of the employment agreement. If proper notice to terminate is not given, each employment agreement continues for an additional three (3) years.
The Agreement provides that Mr. Kitsch will receive an annual base salary of $240,000, which may be (and has been) increased from time to time. Mr. Kitsch is entitled to be considered for bonuses each year, paid time off, to participate in employee benefit plans, and reimbursement of reasonable business expenses. Further, in consideration of entering into the employment agreement, on October 31, 2022, Mr. Kitsch received 1,429 restricted stock units. Each restricted stock unit represents a contingent right to receive one share of Corporation common stock. The restricted stock units vest at a rate of 33 1/3% on each anniversary of the date of grant.
The Agreement will automatically terminate for “cause” (as defined in the employment agreement) upon written notice from the Corporation to the executive or if the executive terminates his employment voluntarily without “good reason” (as defined in the employment agreement). If the employment agreement is terminated for cause or voluntarily without good reason, all of the executive’s rights under the employment agreement cease as of the effective date of termination.
If the executive terminates his or her employment for “good reason” (as defined in the employment agreement) or in the event the executive’s employment is involuntarily terminated by the Corporation or Bank without cause and no “change of control” (as defined in the employment agreement) has occurred, the executive will receive an amount equal to the executive’s remaining annual base salary otherwise due and payable under the employment agreement. Such amount shall not exceed 2.99 times the executive's annual base salary or be less than 2.00 times executive’s annual base salary, and continuation of all life, disability, medical insurance, and other normal health and welfare benefits for up to two (2) years. The Agreement terminates automatically upon the executive’s disability except that the executive shall nevertheless be entitled to receive amounts payable under any disability plan of the Bank.
If within two (2) years after a “change in control” (as defined in the employment agreement) the executive experiences an involuntary separation without cause, then the executive shall be entitled to receive a multiple of 2.5 times his annual base salary, and continuation of all life, disability, medical insurance, and other normal health and welfare benefits for two (2) years. In addition, if the payment to the executive in connection with his or her termination of employment would result in the imposition of an excise tax under Section 4999 of the Internal Revenue Code, such payments will be retroactively reduced to the extent necessary to avoid such excise tax. Further, if any portion of the amount payable under the employment agreement is determined to be non-deductible under Section 280G of the Internal Revenue Code, then the Corporation shall be required to only pay the amount determined to be deductible under Section 280G.
Upon termination of the employment agreement, the executive is subject to certain customary confidentiality provisions and an obligation not to compete with the Corporation or the Bank as an employee, partner, officer, or investor of a financial services firm as well as an obligation not to directly sell financial products or provide business development activities to companies in the financial services industry for a two year period following termination of employment (which prohibitions may be waived by mutual agreement of the executive, the Corporation and the Bank if Mr. Kitsch has an opportunity to become the CEO of another financial services firm). In addition, he is not restricted from involvement with a financial services company so long as that involvement is solely in the capacity as a director or consultant. The non-competition provision applies to a 25-mile radius of any office or facility of the Corporation or the Bank, any county in which the Corporation or Bank has an office, facility or branch, and any county contiguous to such counties.
The description above is only a summary of the material terms of the employment agreements and is not intended to be a full description of the agreements. The employment agreements are attached hereto as Exhibits 10.1 through 10.4 and are incorporated herein by reference.
| ITEM 9.01 | Financial Statement and Exhibits |
(d) Exhibits
| Exhibit Number | Description | |
| 10.1 | Employment Agreement by and among ENB Financial Corp, The Ephrata National Bank and William Kitsch, dated as of October 28, 2022 | |
| 10.2 | Amendment to Employment Agreement by and among ENB Financial Corp, The Ephrata National Bank and William Kitsch, dated as of April 24, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned, thereunto duly authorized.
| ENB FINANCIAL CORP | ||
| (Registrant) | ||
| Dated: April __, 2025 | By: | /s/ Rachel G. Bitner |
| Rachel G. Bitner | ||
| Treasurer | ||
| (Principal Financial Officer) | ||