8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date ofearliest event reported):  January 25, 2019

MID PENN BANCORP, INC.

(Exact Name of Registrant as Specified in its Charter)

Pennsylvania	1-13677	25-1666413
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification Number)
349 Union Street Millersburg, Pennsylvania	1.866.642.7736	17061
(Address of Principal Executive Offices)	(Registrant’s telephone number, including area code)	(Zip Code)
	Not Applicable
(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))

Indicate by check mark whether the registrant is an emerging growth company as defined in 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.

On January 25, 2019, Mid Penn Bancorp, Inc. (“Mid Penn”), the holding company for Mid Penn Bank, announced that Kimberly J. Brumbaugh has been appointed to serve as a Class B Director of Mid Penn, with a term expiring in 2021.  In connection with this appointment, which is anticipated to be effective February 27, 2019, Ms. Brumbaugh has also been appointed as a Director of Mid Penn Bank.  As of the date of this filing, committee assignments have not yet been made.

Ms. Brumbaugh is the Founder and Chief Executive Officer of Brumbaugh Wealth Management, LLC, an Exton, Pennsylvania-based firm providing comprehensive financial planning and investment management services to clients in twenty-four states. Having over twenty years of experience in financial planning, Ms. Brumbaugh holds her Series 7, 63 and 65 licenses and is a licensed insurance agent in the lines of health and life insurance.  

A copy of the press release announcing Ms. Brumbaugh’s appointment is filed herewith as Exhibit 99.1, and is incorporated herein by reference.

Item 9.01Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release issued by Mid Penn Bancorp, Inc. on January 25, 2019

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.

Mid Penn Bancorp, Inc.

Date: January 25, 2019/s/ Rory G. Ritrievi

Rory G. Ritrievi

President and Chief Executive Officer

EX-99.1

Exhibit 99.1

NEWS RELEASE

Contact:   Kate Moyer

     717-692-7187

     kate.moyer@midpennbank.com

FOR IMMEDIATE RELEASE

MID PENN BANCORP, INC. AND MID PENN BANK ANNOUNCE APPOINTMENT OF NEW BOARD MEMBER  

(January 25, 2019) - Mid Penn Bancorp, Inc. and its wholly-owned subsidiary, Mid Penn Bank, are pleased to announce the appointment of Kimberly J. Brumbaugh to their Board of Directors, to be effective February 27, 2019. Kim is the Founder and CEO of Brumbaugh Wealth Management, LLC where she serves clients in the areas of comprehensive financial planning and investment management. She has over 21 years of wealth management experience and has owned her own firm for 14 years.

Kim joins the Board of Directors of Mid Penn Bancorp and Mid Penn Bank having supported causes in Chester County for more than two decades. Currently, she serves as the Immediate Past Chairperson of the Board of Directors of the Chester County Chamber of Business and Industry, as well as the Past Chairperson of the Southeastern Pennsylvania Autism Resource Center. Kim is a Top of the Table Member of the Million Dollar Round Table (MDRT) and is a member of the Women Inspiring, Supporting, and Educating (WISE) Group within Lincoln Financial Network.

“We are excited that Kim has accepted a position on our Board of Directors. We look forward to working with her, as her professional experiences and unique skill set will contribute immensely to the future of our Company,” said Board Chairman, Robert C. Grubic.

President and CEO, Rory G. Ritrievi, stated, “Mid Penn Bank has been in existence in the state of Pennsylvania for over 150 years. It was one of the first banks in the Commonwealth to have a female Board Member, with our beloved Anna Woodside. Today, we honor Ms. Woodside’s legacy with the announcement that Kimberly Brumbaugh will be joining the boards of both Mid Penn Bancorp, Inc. and Mid Penn Bank. Ms. Brumbaugh shares many of the same traits that Ms. Woodside exhibited during her tenure on the board. Among those traits are a commitment to personal and professional excellence and a laser focus on the community. We are confident that Kim’s presence in the Board Room will be immediate and impactful.” 

“I am humbled to be considered for and offered a position on Mid Penn’s Board. I was drawn to Mid Penn Bank because of its community focus and initiatives, and I look forward to applying my expertise for the benefit of its shareholders, employees, customers and communities,” said Brumbaugh.

About Mid Penn Bancorp Inc.

Mid Penn Bancorp, Inc. (NASDAQ: MPB), headquartered in Millersburg, Pa., has been serving the community since 1868. Mid Penn has 38 retail locations in the state of Pennsylvania and total assets of approximately $2 billion. Its footprint includes Berks, Bucks, Chester, Cumberland, Dauphin, Fayette, Lancaster, Luzerne, Montgomery, Northumberland, Schuylkill and Westmoreland counties. The bank offers a comprehensive portfolio of products and services to meet the banking needs of the communities it serves. To learn more about Mid Penn Bank, visit www.midpennbank.com.