Attached files
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): February 1, 2010 (January 27,
2010)
NATIONAL
PENN BANCSHARES, INC.
(Exact
Name of Registrant as Specified in Charter)
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Pennsylvania
(State
or Other Jurisdiction
of
Incorporation)
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000-22537-01
(Commission
File
Number)
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23-2215075
(IRS
Employer
Identification
No.)
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Philadelphia
and Reading Avenues,
Boyertown,
PA 19512
(Address
of Principal Executive Offices) (Zip Code)
Registrant’s
telephone number, including area code: (800) 822-3321
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):
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Written
communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
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o
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Soliciting
material pursuant to Rule 14a-12(b) under the Exchange Act
(17 CFR 240.14a-12(b))
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o
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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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Section
5 – Corporate Governance and Management
Item 5.02. Departure of Directors or
Principal Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers
Changes
to Chief Executive Officer and Board of Directors
As a transition to his retirement,
Glenn E. Moyer has stepped down as a director, President and Chief Executive
Officer of National Penn Bancshares, Inc. (“National Penn”), as a director and
Chairman of National Penn Bank (the “Bank”), as a director
of National Penn’s other banking subsidiary, Christiana Bank & Trust
Company, and as a director or officer of each direct or indirect subsidiary of
National Penn or the Bank, effective January 27, 2010. Mr. Moyer will
continue with National Penn in a strategic advisory capacity under a letter
agreement with National Penn and the Bank, dated January 27, 2010 (the “Letter
Agreement”).
Under the Letter Agreement, Mr. Moyer
will continue his employment with National Penn as special advisor to the Chief
Executive Officer for the period commencing on January 27, 2010 and ending on
April 30, 2011 (the “Employment Term”) and
thereafter will serve as a consultant for National Penn for the period
commencing on May 1, 2011 and ending on December 31, 2011 (the “Consulting Term”).
Mr. Moyer’s annual base salary remains unchanged for the 1st
month of the Employment Term. Effective March 1, 2010 and for the
remainder of the Employment Term, Mr. Moyer’s annual base salary will be
$335,000. Effective May 1, 2011 and during the Consulting Term,
National Penn will pay Mr. Moyer a consulting fee of $10,000 per
month. Mr. Moyer remains entitled to the following benefits: (i)
supplemental executive retirement benefit payments; (ii) deferral payouts
pursuant to his account under National Penn’s Executive Incentive Plan; and
(iii) standard retirement and health and welfare benefits offered to National
Penn’s executive employees generally. During the Employment Term, Mr.
Moyer will also receive an automobile allowance of no less than $850 per month
and will be reimbursed for reasonable company-related expenses in accordance
with company policies. The Letter Agreement contemplates that
National Penn and Mr. Moyer will enter into a separate noncompetition agreement
that will run concurrently with the Consulting Term and for a period of twelve
months from the earlier of the end of the Consulting Term or the date of the
last payment thereunder.
The preceding description of the Letter
Agreement is a summary of its material terms, does not purport to be complete,
and is qualified in its entirety by reference to the Letter Agreement, a copy of
which is being filed as Exhibit 10.1 to this current report on Form 8-K and is
incorporated herein by reference.
National Penn’s Board of Directors has
appointed Scott V. Fainor to succeed Mr. Moyer in the positions of President and
Chief Executive Officer of National Penn, effective January 27,
2010. The Board has also appointed Mr. Fainor to National Penn’s
Board of Directors, effective January 27, 2010. Mr. Fainor will serve
as a Class I director with a term through April 2012.
1
Mr. Fainor, age 48, has served as
Senior Executive Vice President and Chief Operating Officer of National Penn and
as President and Chief Executive Officer of the Bank since the merger of
National Penn and KNBT Bancorp in February 2008. Prior thereto, Mr.
Fainor served as a director, President and Chief Executive Officer of KNBT
Bancorp and of its subsidiary, Keystone Nazareth Bank & Trust Company, since
October 2003.
In connection with his appointment as
National Penn’s President and Chief Executive Officer, on January 27, 2010,
National Penn and the Bank entered into an amendment (the "Amendment") to the January 28, 2008
Amended and Restated Employment Agreement with Mr. Fainor. Under the
amended agreement, Mr. Fainor’s annual base salary will be $540,000 and an award
of 45,378 restricted shares of National Penn common stock was made to Mr. Fainor
on January 28, 2010. Mr. Fainor’s restricted stock award is subject
to the terms and conditions of a restricted stock agreement, the material terms
of which will be disclosed in a subsequent filing with the Securities and
Exchange Commission. The amended agreement further provides that,
subject to the Board’s fiduciary duties, National Penn’s Board will (1) nominate
Mr. Fainor for election to the Board for successive terms and recommend to
National Penn’s shareholders his election to the Board, and (2) cause National
Penn, as sole shareholder of the Bank, to annually re-elect Mr. Fainor to the
Board of Directors of the Bank.
The preceding description of the
Amendment is a summary of its material terms, does not purport to be complete,
and is qualified in its entirety by reference to the Amendment, a copy of which
is being filed as Exhibit 10.2 to this current report on Form 8-K and is
incorporated herein by reference.
Effective January 27, 2010, the Bank’s
Board of Directors elected Thomas A. Beaver as its Chairman.
Changes
to Chief Accounting Officer
Effective January 27, 2010, National
Penn’s Board of Directors appointed Keene S. Turner as Chief Accounting Officer
of National Penn. In this role, Mr. Turner will be responsible for
National Penn’s accounting, internal and external financial reporting and
internal controls. Mr. Turner
replaces Gary L. Rhoads as Chief Accounting Officer. Mr. Rhoads
became National Penn’s Treasurer, with responsibilities for finance and
corporate planning, effective January 27, 2010.
Prior to joining National Penn, Mr.
Turner, age 30, most recently held the position of Vice President of Griffin
Financial Group LLC, an investment banking firm, where he served as an advisor
to financial institutions, beginning in 2009. Prior to that, Mr.
Turner worked as a senior audit manager in the assurance and advisory business
services practice of Ernst & Young LLP, a professional services firm,
beginning in 2001. Mr. Turner is a Certified Public
Accountant. He received a bachelor’s degree in Economics, Accounting
and Business Administration Finance from Albright College from which he
graduated summa cum
laude in 2001.
2
In connection with his appointment as
Chief Accounting Officer, National Penn and the Bank entered into an executive
agreement (the “Executive Agreement”)
with Mr. Turner on January 27, 2010. The Executive Agreement provides
Mr. Turner with certain benefits that become payable if two events
occur. First, there must be a “change-in-control” of National Penn or
the Bank. A “change-in-control” is deemed to have occurred if:
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Any
person or group acquires beneficial ownership of National Penn’s
securities representing 24.99% or more of the combined voting power of
National Penn’s securities then
outstanding;
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There
is a merger, consolidation or other reorganization of the Bank, except
where the resulting entity is controlled, directly or indirectly, by
National Penn;
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There
is a merger, consolidation or other reorganization of National Penn,
except where shareholders of National Penn immediately prior to
consummation of any such transaction continue to hold a majority of
combined voting power of the outstanding voting securities of the legal
entity resulting from or existing after any such transaction, and a
majority of the members of the Board of the legal entity resulting from or
existing after any such transaction are former members of National Penn’s
Board;
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There
is a sale, exchange, transfer or other disposition of substantially all of
the assets of the Bank to another entity, except to an entity controlled,
directly or indirectly, by National
Penn;
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There
is a sale, exchange, transfer or other disposition of substantially all of
the assets of National Penn to another entity or a corporate division
involving National Penn; or
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There
is a contested proxy solicitation of the shareholders of National Penn
which results in the contesting party obtaining the ability to cast 25% or
more of the votes entitled to be cast in an election of directors of
National Penn.
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Second, within a specified period after
any change in control, Mr. Turner's employment must be terminated without
“cause” or Mr. Turner must resign after an adverse change in the terms of his
employment. “Cause” means either the executive’s conviction of, or
pleas of guilty or nolo contendere to, a felony or a crime of falsehood or
involving moral turpitude; or willful failure by the executive to substantially
perform his duties to National Penn, other than a failure resulting from the
executive’s incapacity as a result of disability, which willful failure results
in demonstrable material injury and damage to National Penn. Adverse
changes in the terms of employment include a reduction in the executive’s title
or responsibilities; a reduction in the executive’s compensation or benefits
(except for a reduction for all employees generally); a reassignment of the
executive beyond a 30-mile commute from Boyertown, Pennsylvania; and increased
travel requirements for the executive.
3
The preceding description of the
Executive Agreement is a summary of its material terms, does not purport to be
complete, and is qualified in its entirety by reference to the Executive
Agreement, a copy of which is being filed as Exhibit 10.3 to this current report
on Form 8-K and is incorporated herein by reference.
In connection with his appointment as
Chief Accounting Officer, National Penn expects to make an equity award to Mr.
Turner, which may include non-qualified stock options for National Penn common
stock. The material terms of this award will be disclosed in a
subsequent filing with the Securities and Exchange Commission after the terms of
such award are determined.
Michael
R. Reinhard Consulting Agreement
Michael R. Reinhard left employment
with National Penn, effective January 31, 2010, and, in connection with his
departure, entered into a consulting and noncompetition agreement with National
Penn, dated January 27, 2010 (the “Consulting
Agreement”). Pursuant to the Consulting Agreement, Mr.
Reinhard will provide consulting services to National Penn and its subsidiaries
for a period of twelve months. Mr. Reinhard’s compensation will be
$14,583 per month and he remains eligible to participate in any previously-held
medical and dental benefits. During the term of the Consulting
Agreement, Mr. Reinhard is precluded from acting as an employee, consultant,
director, officer, owner, principal, agent, trustee or in any other capacity for
any entity that may be deemed a competitor of National Penn. Mr.
Reinhard is also precluded from soliciting any National Penn customer or
employee. Mr. Reinhard may not disclose or use any confidential
information or proprietary data of National Penn during or after the term of the
Consulting Agreement.
The preceding description of the
Consulting Agreement is a summary of its material terms, does not purport to be
complete, and is qualified in its entirety by reference to the Consulting
Agreement, a copy of which is being filed as Exhibit 10.4 to this current report
on Form 8-K and is incorporated herein by reference.
Item
5.03 Amendments to Articles of Incorporation and Bylaws; Change in
Fiscal Year
Amendments
to Amended and Restated Bylaws
On January 27, 2010, the Board of
Directors of National Penn, based upon the recommendation of its
Nominating/Corporate Governance Committee, approved an amendment to the Amended
and Restated Bylaws of National Penn, effective immediately. The
amendment clarifies the Compensation Committee’s duties and responsibilities
with respect to determining, reviewing and approving executive
compensation.
The foregoing description of the
amendment to the Amended and Restated Bylaws of National Penn does not purport
to be complete and is qualified in its entirety by the text of the Amended and
Restated Bylaws of National Penn, as so amended, which is being filed as
Exhibit
4
3.1 to
this current report on Form 8-K and is incorporated herein by
reference. Added language is shown underscored and deleted language
is shown struck through.
Section 7 – Regulation
FD
On February 1, 2010, National Penn
issued a press release regarding, among others, Mr. Turner’s appointment as
Chief Accounting Officer of National Penn. The complete text of this
press release is attached as Exhibit 99.1 to this current report on Form 8-K and
is incorporated herein by reference.
The information contained in this press
release shall not be deemed filed for purposes of Section 18 of the Securities
Act of 1934, nor shall it be deemed incorporated by reference in any filing
under the Securities Act of 1933, except as shall be expressly set forth by
reference.
Section 8 – Other
Events
Item 8.01 Other
Events
Non-Employee
Directors’ Compensation – 2010
On January 27, 2010, the Board of
Directors of National Penn, based upon the recommendation of its Compensation
Committee, approved, effective January 1, 2010, cash directors’ fees for
non-employee directors of National Penn and its subsidiaries. The
cash directors’ fees were substantially unchanged from 2009 levels. Under
National Penn’s Directors’ Fee Plan, as amended, an individual may, in lieu of
cash payment of directors’ fees, elect to receive such fees currently in
National Penn common stock or on a deferred basis in either National Penn common
stock or cash with interest. A schedule of these fees is being filed as
Exhibit 10.5 to this current report on Form 8-K and is incorporated herein by
reference.
5
Section 9 – Financial
Statements and Exhibits
Item
9.01 Financial Statements and Exhibits
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(d)
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Exhibits.
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6
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.
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NATIONAL
PENN BANCSHARES, INC.
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By: /s/ Scott V.
Fainor
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Name: Scott
V. Fainor
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Title: President
and CEO
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Dated:
February 1, 2010
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EXHIBIT
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