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
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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:
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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)) |
Securities registered pursuant to Section 12(b) of the Act:
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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 Certain Officers: Election of Directors; Appointment of Certain Officers, Compensatory Arrangements of Certain Officers. |
TC Bancshares, Inc. and Mr. Michael Penney have executed an employment agreement (the “Employment Agreement”) reflecting Mr. Penney's contributions and service as the Executive Vice President and Chief Credit Officer for TC Federal Bank (the "Bank"). The Employment Agreement has an initial term of three years, with optional one-year renewals thereafter. Under the Employment Agreement, the current annual base salary for Mr. Penney is $192,730. The Board of Directors will review Mr. Penney's base salary at least annually to determine whether an increase is appropriate. In addition to base salary, Mr. Penney is entitled to participate in bonus and incentive programs and other benefit plans available to management employees, as well as all reasonable business expenses incurred.
Under the Employment Agreement, if the Bank terminates Mr. Penney's employment for “cause,” as that term is defined in the Employment Agreement, Mr. Penney will not receive any compensation or benefits after the termination date other than compensation and benefits that have accrued or vested through the date of the termination. If the Bank terminates Mr. Penney's employment without cause or if Mr. Penney terminates employment for “good reason,” as that term is defined in the Employment Agreement, Mr. Penney will be entitled to severance payments paid over the next twelve months in an aggregate amount equal to his base salary. If the termination of employment occurs during the term of the Employment Agreement but within six months prior to, or up to twelve months after, a Change in Control, as that term is defined in the Employment Agreement, Mr. Penney will be entitled to an additional severance payout equal to the sum of current base salary and average bonus paid during the prior three years immediately preceding the Change in Control in a lump sum payment.
The Employment Agreement also contains confidentiality and proprietary information protections in favor of the Company as well as certain post-employment obligations (non-competition and non-solicitation) that may apply for twelve months following a termination of employment depending on the nature of the termination.
The foregoing summary of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to such document, which is filed as Exhibit 10.1 and is incorporated by reference.
Item 9.01 |
Financial Statements and Exhibits. |
Exhibits
Exhibit No. |
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Description of Exhibit |
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10.1 |
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Employment Agreement with M. Penney dated April 17, 2024
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104 |
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Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document |
Signatures
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.
Date: April 17, 2024 |
TC BANCSHARES, INC. |
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By: |
/s/ Scott C. McLean |
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Scott C. McLean |
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Chief Financial Officer |