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(State or Other Jurisdiction
of Incorporation) |
(Commission File No.)
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(I.R.S. Employer
Identification No.) |
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(Address of Principal Executive Offices)
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(Zip Code)
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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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Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Item 9.01. | Financial Statements and Exhibits. |
(a)
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Exhibits.
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Exhibit No.
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Description
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104
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Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL)
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1895 BANCORP OF WISCONSIN, INC.
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DATE: October 4, 2022
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By:
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/s/ David Ball |
David Ball
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President and Chief Executive Officer
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ATTEST:
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PYRAMAX BANK, FSB
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/s/ Monica Baker
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/s/ Darrell Francis
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Monica Baker
Secretary
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Darrell Francis
Chairman of the Board
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ATTEST:
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1895 BANCORP OF WISCONSIN, INC.
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/s/ Monica Baker
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/s/ Darrell Francis
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Monica Baker
Secretary
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Darrell Francis
Chairman of the Board
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WITNESS:
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EXECUTIVE:
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/s/ Monica Baker
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/s/ Richard Hurd
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Monica Baker
Secretary
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Richard Hurd
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ATTEST:
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PYRAMAX BANK, FSB
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/s/ Monica Baker |
/s/ Darrell Francis
|
Monica Baker
Secretary
|
Darrell Francis
Chairman of the Board
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ATTEST:
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1895 BANCORP OF WISCONSIN, INC.
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/s/ Monica Baker
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/s/ Darrell Francis
|
Monica Baker
Secretary
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Darrell Francis
Chairman of the Board
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WITNESS:
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EXECUTIVE:
|
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/s/ David Ball
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Monica Baker
Secretary
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David Ball
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ATTEST:
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PYRAMAX BANK, FSB
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/s/ Steven Klitzing |
/s/ Darrell Francis
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Steven Klitzing
Chief Financial Officer
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Darrell Francis
Chairman of the Board
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ATTEST:
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1895 BANCORP OF WISCONSIN, INC.
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/s/ Darrell Francis
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Steven Klitzing
Chief Financial Officer
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Darrell Francis
Chairman of the Board
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WITNESS:
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EXECUTIVE:
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/s/ Steven Klitzing
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/s/ Monica Baker
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Steven Klitzing
Chief Financial Officer
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Monica Baker
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ATTEST:
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PYRAMAX BANK, FSB
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/s/ Monica Baker
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/s/ Darrell Francis
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Monica Baker
Secretary
|
Darrell Francis
Chairman of the Board
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ATTEST:
|
1895 BANCORP OF WISCONSIN, INC.
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/s/ Monica Baker
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/s/ Darrell Francis
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Monica Baker
Secretary
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Darrell Francis
Chairman of the Board
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WITNESS:
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EXECUTIVE:
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/s/ Monica Baker
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/s/ Steven Klitzing
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Monica Baker
Secretary
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Steven Klitzing
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(a)
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Section 1 of the Agreement is hereby revised to indicate that Executive’s position is “Senior Vice President and Commercial Lending Officer.” All
references in the Agreement to “Senior Vice President and Chief Lending Officer” of the Bank are hereby amended and replaced with “Senior Vice President – Commercial Lending Officer” of the Bank;
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(b)
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Section 2(a) of the Agreement is hereby revised to reflect that the term of the Agreement shall be for a period of eighteen (18) months from the
Effective Date set forth in the Agreement and shall be non-renewing;
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(c)
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Section 2(d) of the Agreement is hereby revised to reflect that Executive shall devote approximately twenty (20) hours per week to the faithful
performance of his duties as Senior Vice President and Commercial Lending Officer;
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(d)
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Section 3(a) of the Agreement is hereby revised to reflect the Executive’s annualized rate of Base Salary for the remainder of the Agreement shall
be One Hundred Ten Thousand Dollars ($110,000). For these purposes, Executive shall receive fifty percent (50%) of the full time pay previously credited for Bank holidays;
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(e)
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Section 3(c) of the Agreement is hereby revised to reflect that the Executive shall no longer receive paid health care coverage from the Bank but
may be eligible for COBRA health care continuation coverage, to the extent otherwise eligible to Executive and/or his family;
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(f)
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Section 3(d) of the Agreement is hereby revised to reflect that Executive’s future paid time off shall be pro-rated to reflect his reduced hours of
employment. For calendar year 2023, Executive shall be entitled to 132 hours of paid time off, subject to reduction to the extent Executive works for less than 12 months in 2023;
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(g)
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Section 4(c) of the Agreement shall be deleted in its entirety;
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(h)
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Section 5(c) of the Agreement is hereby revised to provide that the lump sum cash payment to which Executive would be entitled thereunder is equal
to “one and one-half times the sum of (i) Executive’s rate of Base Salary at the time of the Change in Control and (ii) one half of the highest bonus paid to Executive with respect to the three completed fiscal years prior to the Change in
Control.”; and
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(i)
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Section 5(d) of the Agreement shall be deleted in its entirety.
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ATTEST:
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PYRAMAX BANK, FSB
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/s/ Monica Baker |
/s/ Darrell Francis
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Monica Baker
Secretary
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Darrell Francis
Chairman of the Board
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ATTEST:
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1895 BANCORP OF WISCONSIN, INC.
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/s/ Monica Baker
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/s/ Darrell Francis
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Monica Baker
Secretary
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Darrell Francis
Chairman of the Board
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WITNESS:
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EXECUTIVE:
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/s/ Monica Baker
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/s/ Thomas Peterson
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Monica Baker
Secretary
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Thomas Peterson
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