8-K

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) September 27, 2022

MidWestOne Financial Group, Inc.

(Exact name of registrant as specified in its charter)

Commission file number 001-35968

 

Iowa	42-1206172
(State or other jurisdiction of incorporation)	(I.R.S. Employer Identification Number)

102 South Clinton Street

Iowa City, Iowa 52240

(Address of principal executive offices, including zip code)

(319) 356-5800

(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):

 

☐	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:
Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $1.00 par value	MOFG	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously disclosed on August 12, 2022, MidWestOne Financial Group, Inc. (the “Company”) announced that it implemented the Company’s established succession plan, pursuant to which Len D. Devaisher will serve as the interim Chief Executive Officer of the Company and MidWestOne Bank (the “Bank”), effective August 12, 2022, until further notice

In recognition of Mr. Devaisher’s role as interim Chief Executive Officer of the Company and the Bank and the associated increase in his responsibilities, on September 27, 2022, the Compensation Committee of the Board of Directors of the Company, revised Mr. Devaisher’s Amended and Restated Employment Agreement dated March 8, 2022 (the “Employment Agreement”), pursuant to a letter agreement (the “Letter Agreement”), attached hereto as Exhibit 10.1. The Letter Agreement provides that for the time period commencing August 12, 2022 through the last date on which Mr. Devaisher serves as interim Chief Executive Officer of the Company and the Bank, Mr. Devaisher will be entitled to an additional monthly stipend (pro-rated for any partial month) in the amount of $7,041.67. In addition, the Letter Agreement provides that, with respect to Mr. Devaisher’s incentive bonus opportunity for the calendar year ending December 31, 2022, the Compensation Committee of the Board will apply the incentive bonus provisions of Section 3(b) of the Employment Agreement as if Mr. Devaisher’s “Annual Base Salary” (as defined in the Employment Agreement) was $495,000.

Item 9.01.    Financial Statements and Exhibits.

(d)    Exhibits.

10.1	Letter of Agreement, dated September 27, 2022, from the Compensation Committee of the Board of Directors of MidWestOne Financial Group, Inc., to Len D. Devaisher regarding compensation matters.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

		MIDWESTONE FINANCIAL GROUP, INC.
Dated:	September 29, 2022	By:	/s/ BARRY S. RAY
			Barry S. Ray
			Senior Executive Vice President and Chief Financial Officer

EX-10.1

MidWestOne Financial Group, Inc. -----------SM (31 9) 356-5800 Fax: (319) 356-5849 I 02 South Clinton Street Iowa City, IA 52240 September 27, 2022 Mr. Len D. Devaisher c/o MidWestOne Financial Group, Inc. 102 South Clinton Street Iowa City, Iowa 52240 Dear Len: In recogmtion of your service as the Interim Chief Executive Officer ("Interim CEO") of MidWestOne Financial Group, Inc. (the "Company") and MidWestOne Bank, the Compensation Committee of the Company's Board of Directors has decided to revise the "Compensation and Benefits" set forth in your Amended and Restated Employment Agreement dated March 8, 2022 (the "Employment Agreement") as follows: (1) For the time period commencing August 12, 2022 through the last date on which you serve as Interim CEO, you will be entitled to an additional monthly stipend (pro rated for any partial month) in the amount of $7,041.67. For the avoidance of doubt, this monthly stipend shall be in addition to the Annual Base Salary described in Section 3(a) of the Employment Agreement; but, except as set forth in item (2) below, shall not be considered to be part of your Annual Base Salary for purposes of the Employment Agreement. (2) With respect to your Incentive Bonus opportunity for the calendar year ending December 31, 2022, the Compensation Committee will apply the Incentive Bonus provisions of Section 3(b) of the Employment Agreement as if your "Annual Base Salary" was $495,000. For the avoidance of doubt, the Compensation Committee will calculate your 2022 Incentive Bonus using this deemed amount regardless of how long during 2022 you serve as Interim CEO. Except as set forth herein, the terms and conditions of your Employment Agreement will remain unchanged. Thank you for your commitment to the Company and MidWestOne Bank. 2246388.vl Very truly yours, MidWestOne Financial Group, Inc. Tracy McCormick Chair, Compensation Committee www.midwestone.com (800) 24 7-4418

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Cover Page	Sep. 27, 2022
Cover [Abstract]
Document Type	8-K
Document Period End Date	Sep. 27, 2022
Entity Registrant Name	MidWestOne Financial Group, Inc.
Entity File Number	001-35968
Entity Incorporation, State or Country Code	IA
Entity Tax Identification Number	42-1206172
Entity Address, Address Line One	102 South Clinton Street
Entity Address, City or Town	Iowa City
Entity Address, State or Province	IA
Entity Address, Postal Zip Code	52240
City Area Code	319
Local Phone Number	356-5800
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, $1.00 par value
Trading Symbol	MOFG
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001412665