0000894671-17-000008.txt : 20170223 0000894671-17-000008.hdr.sgml : 20170223 20170223164119 ACCESSION NUMBER: 0000894671-17-000008 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20170221 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20170223 DATE AS OF CHANGE: 20170223 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OHIO VALLEY BANC CORP CENTRAL INDEX KEY: 0000894671 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 311359191 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20914 FILM NUMBER: 17633126 BUSINESS ADDRESS: STREET 1: 420 THIRD AVE CITY: GALLIPOLIS STATE: OH ZIP: 45631 BUSINESS PHONE: 7404462631 MAIL ADDRESS: STREET 1: 420 THIRD AVENUE STREET 2: PO BOX 240 CITY: GALLIPOLIS STATE: OH ZIP: 45631 8-K 1 sec8kcanady_robbins022117.htm ELECTION OF DIRECTORS K. CANADY & E ROBBINS 02/21/17
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

February 21, 2017
Date of Report (Date of earliest event reported)

OHIO VALLEY BANC CORP.    
(Exact name of registrant as specified in its charter)

Ohio
(State or other jurisdiction of incorporation)

0-20914
31-1359191
(Commission File Number)
(IRS Employer Identification No.)

420 Third Avenue, Gallipolis, Ohio
45631
(Address of principal executive offices)
(Zip Code)

Registrant's telephone number, including area code:  (740) 446-2631

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:

☐    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))



 
Item 5.02  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 21, 2017, the Board of Directors of Ohio Valley Banc Corp. (the "Company") unanimously elected Kimberly A. Canady and Edward J. Robbins to serve on the Board of Directors of the Company effective February 28, 2017.  Mrs. Canady was elected in the class of directors whose terms expire at the annual meeting of shareholders in 2017 and appointed to the Audit Committee of the Company effective February 28, 2017. Mr. Robbins was elected in the class of directors whose terms expire at the annual meeting of shareholders in 2019 and appointed to the Nominating and Corporate Governance Committee of the Company effective February 28, 2017.  On February 21, 2017, Mrs. Canady and Mr. Robbins were also elected by the Company as the sole shareholder of The Ohio Valley Bank Company (the "Bank"), a wholly-owned subsidiary of the Company, to serve on the Board of Directors of the Bank effective February 28, 2017.

In their capacity as non-employee directors of the Company, Mrs. Canady and Mr. Robbins will receive the director fees and benefits that other non-employee directors receive, as disclosed in Exhibit 10.8 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2015.  They are expected to execute an agreement under the Director Retirement Plan in the form of the agreement attached as Exhibit 10.3(a) to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2012.

The Bank has banking transactions in the ordinary course of the Bank's business with Mrs. Canady and Mr. Robbins and their family members and entities with which they are associated.  All loans by the Bank in which either Mrs. Canady or Mr. Robbins or any "related person" within the meaning of Item 404(a) of Regulation S-K of the Securities and Exchange Commission has or will have a direct or indirect material interest since the beginning of fiscal year 2016 (a) were not disclosed as nonaccrual, past due, restructured or potential problems; (b) were made in the ordinary course of business; (c) were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to the Bank; and (d) did not involve more than the normal risk of collectability or present other unfavorable features.

A copy of a press release issued on February 21, 2017, announcing Mrs. Canady's and Mr. Robbins' elections is attached hereto as an exhibit and incorporated herein by reference.

Item 9.01  Financial Statements and Exhibits

(d)  Exhibits – The following exhibit is being filed with this Current Report on Form 8-K:

Exhibit Number
  
Description
     
99.1
  
Press release issued by Ohio Valley Banc Corp. on February 21, 2017.

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 thereunto duly authorized.




     
OHIO VALLEY BANC CORP.
 
Date:
February 23, 2017
By:
/s/Thomas E. Wiseman
     
Thomas E. Wiseman
President and Chief Executive Officer


 

 
EXHIBIT INDEX



Exhibit Number
  
Description
     
99.1
  
Press release issued by Ohio Valley Banc Corp. on February 21, 2017.


EX-99.1 2 sec8kcanady_robbin022117ex99.htm PRESS RELEASE TO ANNOUNCE ELECTION OF CANADY & ROBBINS AS DIRECTORS 02/21/17
EXHIBIT 99.1

PRESS RELEASE
February 21, 2017 For immediate release
Contact: Bryna Butler, (740) 578-3400, E-mail: bsbutler@ovbc.com



Canady & Robbins Join OVBC and OVB Boards

GALLIPOLIS, Ohio —Jeffrey E. Smith, Chairman of the Board, announced the election of Kimberly A. Canady and Edward J. Robbins to the Boards of Directors of Ohio Valley Banc Corp. and its subsidiary, The Ohio Valley Bank Company. Canady and Robbins will take up their new roles effective February 28, 2017.
Smith commented, "Canady's wide breadth of legal expertise combined with Robbins's acute business acumen is the right fit to move our company forward."
Canady, born and raised in Cincinnati, Ohio, spent a considerable amount of time during her childhood in and around Washington Court House, Ohio, very close to Ohio Valley Bank's newest market area. She earned a bachelor's degree in Chemistry from Vanderbilt University, graduating summa cum laude. Canady attended law school at Wake Forest University in Winston-Salem, North Carolina, and received her Doctor of Jurisprudence degree in 1984.
Canady is a member of both the North Carolina and Ohio State Bar Associations. Her work history includes experience as a lab technician for Bell Pharmacal of Greenville, South Carolina, a clerkship for the police attorney in Winston-Salem, and attorney for Womble, Carlyle, Sandridge and Rice in Winton-Salem.
Currently, Canady is trustee and owner of Canady Farms, LLC, which includes several family farms and rental properties. Canady resides in Gallipolis with husband, Michael, CEO and general surgeon of Holzer Health System. They have three sons: Matthew, a criminal defense attorney in Greenville; Chris, a senior applications engineer with Optis in northern California; and Robert, a senior at Transylvania University in Lexington, Kentucky.
In her community, Canady believes strongly in giving back to the community and values family time. For several years, she volunteered as co-manager of the bookstore at Fellowship of Faith Church in Rio Grande, Ohio. She has been active in PTO at Green Elementary in Gallipolis, Ohio, serving as president, vice president, and treasurer.
Robbins is a life-long resident of Pike County, Ohio, and president/CEO of Ohio Valley Veneer, Inc. Robbins founded Ohio Valley Veneer in 1990, and since that time has grown his lumber business exponentially. He has earned a reputation within the lumber and sawmill industry as a leader in quality and customer satisfaction.
Currently, Robbins owns and operates three sawmills in Piketon, Ohio, along with additional sawmills in Peebles, Ohio; Greenup, Kentucky; and Maynardsville, Tennessee. In the spring of 2014, Robbins expanded his green lumber business to include the manufacturing of dry lumber and flooring through the acquisition of Taylor Lumber Worldwide, Inc. Robbins expanded once again in the fall of 2015 when he began operations in Waverly, Ohio, as Ohio Valley Stave, Inc.; producing the staves for barrels manufactured at Speyside Bourbon Cooperage in Jackson, Ohio.
Robbins also oversees the management of EA Eddie Robbins Memorial Fund, a 501(c)(3) organization that has provided $20,000 to $25,000 each year in scholarships to local high school graduates.
Robbins is a devoted family man, happily married to his wife, Carol, of 30 years. Together they have raised three children; Hope (Robbins) Brewster, Art Robbins, and Eddie Robbins, and are enjoying spending as much time as possible with their five grandchildren; Grant, Cade, Cruze, Hank, and Harper.
Smith remarked that the addition of Robbins to the Board secures an inside prospective from the Pike County business community, something which the Board has missed since the passing of Shorty Francis.
Ohio Valley Bank, established in 1872, operates nineteen offices in Ohio and West Virginia. The Bank is a subsidiary of Ohio Valley Banc Corp. Ohio Valley Banc Corp. stock is traded on The NASDAQ Global Market under the symbol OVBC. The company's Web site is at www.ovbc.com.