-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LlmBhiMh+DOnyiDMwTcXdTLCoar9zF0OSXD4jOijuhJ87679o8mxo7bW4KKH9aw8 O5QhFQ1oRczWULe5jEb0Hg== 0001019056-09-000093.txt : 20090130 0001019056-09-000093.hdr.sgml : 20090130 20090130161036 ACCESSION NUMBER: 0001019056-09-000093 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090127 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090130 DATE AS OF CHANGE: 20090130 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TOMPKINS FINANCIAL CORP CENTRAL INDEX KEY: 0001005817 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 161482357 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12709 FILM NUMBER: 09558441 BUSINESS ADDRESS: STREET 1: PO BOX 460 THE COMMONS CITY: ITHACA STATE: NY ZIP: 14851 BUSINESS PHONE: 6072733210 MAIL ADDRESS: STREET 1: THE COMMONS STREET 2: PO BOX 460 CITY: ITHACA STATE: NY ZIP: 14851 FORMER COMPANY: FORMER CONFORMED NAME: TOMPKINS TRUSTCO INC DATE OF NAME CHANGE: 19990512 FORMER COMPANY: FORMER CONFORMED NAME: TOMPKINS COUNTY TRUSTCO INC DATE OF NAME CHANGE: 19960117 8-K 1 tompkins_8k.htm FORM 8-K

 

OMB APPROVAL

 

OMB Number: 3235-0060

Expires: April 30, 2009

Estimated average burden

hours per response.........5.0

 


 

UNITED STATES

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


 

 

Date of Report (Date of earliest event reported)   January 27, 2009


 

Tompkins Financial Corporation

(Exact Name of Registrant as specified in Charter)


 

 

 

New York

1-12709

16-1482357

     

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

Identification No.)


 

 

 

The Commons, PO Box 460, Ithaca, New York

 

14851

   

(Address of Principal Executive Offices)

 

(Zip Code)


 

 

Registrant’s telephone number, including area code (607) 273-3210



 

 

(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):

 

 

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 (17CFR 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 (17CFR 240.13e-4(c))



Section 5 – Corporate Governance and Management

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Compensation of Certain Officers:

          On January 23, 2009, the Executive/Compensation/Personnel Committee (the “Compensation Committee”) of Tompkins Financial Corporation (the “Company”) completed its annual performance and compensation review of the Company’s executive officers. The Compensation Committee approved and recommended to the Board of Directors compensation for certain officers’ performance during fiscal 2008, and salary levels for certain officers to become effective retroactively to January 1, 2009. Attached as Exhibit 10.1 to this Current Report on Form 8-K, and incorporated by reference herein, is a description of the compensation arrangements which were approved by the Independent Directors at the January 27, 2009 meeting of the Company’s Board of Directors for the Company’s Named Executive Officers (which officers were determined by reference to the Company’s Proxy Statement on Schedule 14-A, filed April 1, 2008).

Section 9 — Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

 

 

 

 

(d) Exhibits.

 

 

 

 

Exhibit No.

 

Description of Exhibit

 

 

 

 

 

 

 

 

 

10.1

 

Summary of Compensation Arrangements for Named Executive Officers of Tompkins Financial Corporation

SIGNATURE

          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.

 

 

 

 

 

TOMPKINS FINANCIAL CORPORATION

 

 

 

Date: January 30, 2009

By:

/s/ STEPHEN S. ROMAINE

 

 

 

 

 

 

 

Stephen S. Romaine

 

 

President and CEO



EX-10.1 2 ex10_1.htm EXHIBIT10.1

Exhibit 10.1

Summary of Compensation Arrangements for Named Executive Officers of Tompkins Financial Corporation

The three major components of the Company’s executive officer compensation are (i) base salary, (ii) annual bonus and (iii) long-term, equity based incentive awards. Following is a description of the compensation arrangements that were approved by the Independent Directors at the January 27, 2009, meeting of the Company’s Board of Directors, upon recommendation of the Compensation Committee for the Company’s Named Executive Officers, which officers were determined by reference to the Company’s Proxy Statement on Schedule 14-A, filed April 1, 2008 (the “2008 Proxy”).

Base Salary

On January 27, 2009, the Board of Directors approved the following base annual salaries, effective January 1, 2009, for the following Named Executive Officers:

 

 

 

 

Stephen S. Romaine

$

390,000

 

James W. Fulmer

$

270,000

 

Francis M. Fetsko

$

225,000

 

Gerald J. Klein, Jr.

$

213,000

 

Gregory J. Hartz

$

211,600

 

Annual Bonus

Upon recommendation of the Compensation Committee, the Board of Directors approved on January 27, 2009, the following bonus payments for performance in fiscal 2008:

 

 

 

 

Stephen S. Romaine

$

150,000

 

James W. Fulmer

$

85,000

 

Francis M. Fetsko

$

68,000

 

Gerald J. Klein, Jr.

$

65,300

 

Gregory J. Hartz

$

61,750

 

The foregoing bonuses will be paid during the first quarter of fiscal 2009. The Compensation Committee considers a number of quantitative and qualitative performance factors to evaluate the performance of its Named Executive Officers. These performance factors include: (i) achievement of individual goals; (ii) contribution to business unit results; and (iii) contribution to corporate results measured by (a) the Company’s net income as compared to the Company’s internal targets, (b) increases in earnings per share of the Company’s common stock for the latest 12 months, (c) the Company’s return on assets, as ranked in the Federal Reserve Bank Holding Company Performance Report (Peer Group Percentile), (d) increases in the Company’s stock price over 12 months, and (e) the Company’s return on equity, as ranked in the Federal Reserve Bank Holding Company Performance Report (Peer Group percentile).

Named Executive Officers are also entitled to: (i) Company-sponsored matching contributions on salary deferral pursuant to the Company’s Investment and Stock Ownership Plan, (ii) amounts paid pursuant to the profit sharing portion of the Company’s Investment and Stock Ownership Plan and the Company’s Employee Stock Ownership Plan, (iii) taxable amounts of applicable life insurance premiums paid on the executive’s behalf by the Company and (iv) certain perquisites, which include such items as car allowance and club dues.


-----END PRIVACY-ENHANCED MESSAGE-----