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0001006830
0001006830
2022-12-15
2022-12-15
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
December 15, 2022
(Date of report/date of earliest event reported)
CONSUMERS BANCORP, INC.
(Exact name of registrant as specified in its charter)
| Ohio |
033-79130 |
34-1771400 |
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(Commission File Number) |
(IRS Employer |
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Identification No.) |
614 East Lincoln Way
P.O. Box 256
Minerva, Ohio 44657
(Address of principal executive offices) (Zip Code)
(330) 868-7701
(Registrant’s telephone number, including area code)
N/A
(Former name of former address, if changes 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):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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None
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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 Principal Officers; Election of Directors; Appointment of Principal Officers
On December 15, 2022, the Board of Directors of Consumers Bancorp, Inc. (the “Company”) approved the appointment of Ann Gano as a Class III director, effective January 1, 2023. As with all Company non-employee directors, Ms. Gano was also appointed as a director of the Company’s wholly owned subsidiary, Consumers National Bank (the “Bank”), effective January 1, 2023.
Ms. Gano was appointed to serve on the Audit and Risk & Technology Committees of the Company’s board of directors. She will be entitled to the customary compensation arrangements for the Bank’s non-employee directors, consisting of (i) a quarterly retainer of $5,000, (ii) $1,000 for each board of directors meeting attended, and (iii) $200 for each Audit and Risk & Technology Committee meeting attended. In addition, Ms. Gano will be eligible to receive stock awards if certain specified performance targets as established by the Compensation Committee of the Company’s board of directors are achieved.
There are no arrangements or understandings between Ms. Gano and any other person pursuant to which she was appointed to serve on Consumers Bancorp, Inc.’s or Consumers National Bank’s Boards. Ms. Gano does not have a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Her election is subject to our customary background checks.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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.
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Consumers Bancorp, Inc.
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| Date: December 21, 2022 |
/s/ Ralph J. Lober |
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Ralph J. Lober, II President & Chief |
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Executive Officer |
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