UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May 18, 2011
Citizens Republic Bancorp, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Michigan
(State or Other Jurisdiction of Incorporation)
001-33063 | 38-2378932 | |
(Commission File Number) | (IRS Employer Identification No.) |
328 South Saginaw Street, Flint, Michigan | 48502 | |
(Address of Principal Executive Offices) | (Zip Code) |
(810) 766-7500
(Registrants Telephone Number, Including Area 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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 May 18, 2011, the Compensation and Human Resources Committee (the Committee) of the Board
of Directors of the Company approved base salary increases for 2011, and made long-term incentive
awards in the form of restricted stock and restricted stock units, to Company executives, including
the named executive officers in the Companys proxy statement for the 2011 annual meeting of
shareholders who continue to serve as executive officers as of such date (the Named Executive
Officers) as follows:
Time- | Performance- | |||||||||||||||||||||||
Pre-May | Modified | Renewed | based | based | ||||||||||||||||||||
2011 Base | Base | Stock | Award | Award(a) | ||||||||||||||||||||
Name | Title | Salary | Salary | Salary | (#) | (#) | ||||||||||||||||||
Cathleen H. Nash |
President and Chief Executive Officer | $ | 1,100,000 | $ | 1,100,000 | $ | 200,000 | 412,500 | 275,000 | (b) | ||||||||||||||
Lisa T. McNeely |
Executive Vice President and Chief Financial Officer | $ | 450,000 | $ | 460,000 | $ | 125,000 | 172,500 | 115,000 | (b) | ||||||||||||||
Mark W. Widawski |
Executive Vice President and Chief Credit Officer | $ | 370,000 | $ | 420,000 | $ | 60,000 | 157,500 | 105,000 | (c) | ||||||||||||||
Judith K. Klawinski |
Executive Vice President and Director of Core Banking | $ | 330,000 | $ | 350,000 | $ | 40,000 | 131,250 | 87,500 | (b) | ||||||||||||||
Thomas W. Gallagher |
Executive Vice President, General Counsel and Secretary | $ | 254,924 | $ | 270,000 | -0- | 101,250 | 67,500 | (c) |
(a) | Represents the target number of restricted stock or restricted stock units at 100% of target. | |
(b) | Payable in restricted stock. | |
(c) | Payable in restricted stock units. |
In addition to the salary increases payable in cash, the Committee renewed the stock
salary grant for our Named Executive Officers, except for Mr. Gallagher, in the same amounts for an
additional year and on the same terms as set forth in the form of grant agreement filed as exhibit
10.59 to the Companys Form 10-Q for the period ended September 30, 2010. As before, the stock
salary will be paid in installments as part of each bi-weekly pay period for one year, with the
number of shares in each installment to be determined by dividing the amount of salary to be paid
in restricted shares for that pay period, net of applicable withholdings and deductions, by the
reported closing price on the NASDAQ Capital Market for a share of the Companys common stock on
the pay date for such pay period. The stock salary so granted is fully earned and not forfeitable
once it is issued, but the transfer restrictions on the shares do not lapse until the earliest to
occur of May 18, 2013, or death, disability, retirement or termination of employment resulting in
benefits being payable under the Companys severance plan. Recipients
have voting and dividend rights with respect to the stock salary shares upon receipt, prior to
the lapse of the transfer restrictions.
The long-term incentive awards were granted under the Companys Stock Compensation Plan. On
May 18, 2013, the restrictions as to the performance-based award will lapse if the individual
remains employed by the Company, and the Company has attained the pre-tax pre-provision profit
target for fiscal years 2011 and 2012 combined, and/or the total net income target for fiscal years
2011 and 2012 combined. The payout threshold for the financial measures begins at achievement of
90% of each targeted goal, and the maximum payout is capped at 125%
for the pre-tax pre-provision profit target and 110% for the net
income target. If actual financial performance
does not meet 90% of a targeted goal, then the restricted shares or restricted stock units related
to that portion of the award will be forfeited. If actual financial performance exceeds a targeted
goal, then restricted shares and restricted stock units shown in the
above table will be increased in an amount not to exceed 125% for the
pre-tax pre-provision target and 110% for the net income target,
subject to any limitations imposed by the Companys participation in the Capital Purchase
Program.
The table below shows the weightings of the financial measures and the performance targets for
the 2011 component of the performance-based award. The final cumulative targets for the financial
measures will be set by the board of directors in December 2011.
2012 Component and | ||||||||||||
2011 | Final Cumulative | |||||||||||
Financial Measure | Weight | Component | Target Amount | |||||||||
Pre-Tax Pre-Provision Profit |
75 | % | $ | 109,000,000 | To be set by board of directors in December 2011 |
|||||||
Net Income |
25 | % | $ | (43,000,000 | ) | To be set by board of directors in December 2011 |
Pre-tax pre-provision profit, or PTPP, a non-GAAP financial measure, is defined and
discussed in the Companys Form 10-K for the year ended December 31, 2010 and Form 10-Q for the
quarter ended March 31, 2011, and investors are encouraged to read those discussions for further
details.
The restrictions as to the time-based award will lapse on May 18, 2014, the third anniversary
of the grant date, if the recipient remains employed by the Company. These restricted shares and
the shares to be received upon settlement of the restricted stock units are not fully transferable
as long as the Series A Preferred shares issued to the U.S. Department of the Treasury under the
Capital Purchase Program remain outstanding.
With regard to the performance-based award, if the executive officer resigns or is terminated
for cause, then any unvested restricted stock or restricted stock units will be forfeited.
However, if the executive officer terminates employment due to death, disability, retirement or if
the executive officers position is eliminated or terminated without cause, then the executive
officer will receive a pro-rata portion of any vested restricted shares or restricted stock units
if the performance targets have been met. With regard to the time-based award, if the executive
officer resigns or is terminated for cause, then any unvested restricted stock or restricted stock
units will be forfeited. If an executive officer who has received restricted stock units retires,
then the executive officer will receive a pro-rata portion of any vested restricted stock units.
An executive officer who has received restricted stock and later retires will forfeit any unvested
restricted stock. If an executive officer terminates employment due to death, disability, the
executive officers position is eliminated or the executive is terminated without cause, then the
officer will receive a pro-rata portion of the restricted stock or restricted stock units that have
vested as of the date employment terminates. In the event of a change in control, the provisions
of our amended and restated change in control agreements would apply and the restricted stock and
restricted stock units would be fully vested, subject to limitations imposed by applicable law at
the time.
Each restricted stock unit will be settled for one share of the Companys common stock at the
time the applicable restrictions lapse, with a portion of these shares withheld to satisfy income
and employment tax withholding requirements. Holders of restricted stock units will have no voting
or
dividend rights prior to settlement of the units for shares of stock. Holders of restricted
shares, however, will have voting and dividend rights with respect to those shares from the date of
grant except to the extent such restricted shares are forfeited.
The form of grant agreements relating to the grants of long-term incentive restricted stock,
and long-term incentive restricted stock units will be filed as exhibits with the Companys next
quarterly report on Form 10-Q.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Companys Annual Meeting of Shareholders on May 18, 2011, the shareholders voted to (1)
elect ten directors to serve a one year term, (2) approve an advisory proposal to approve the
compensation of our named executive officers, (3) approve an amendment to the articles of
incorporation to implement a reverse stock split (the Reverse Stock Split Proposal) and (4)
ratify the selection of Ernst & Young LLP as independent auditors for the fiscal year ending
December 31, 2011. Each of the nominees for director at the meeting was an incumbent and all
nominees were elected. The following tables set forth the voting results on each matter.
Director Nominee | For | Withheld | Broker Non-Votes | % Votes For | ||||||||||||
Lizabeth A. Ardisana |
198,236,064 | 14,156,250 | 125,343,186 | 93.34 | % | |||||||||||
George J. Butvilas |
198,700,175 | 13,692,139 | 125,343,186 | 93.55 | % | |||||||||||
Robert S. Cubbin |
198,334,170 | 14,058,144 | 125,343,186 | 93.38 | % | |||||||||||
Richard J. Dolinski |
198,130,354 | 14,261,960 | 125,343,186 | 93.29 | % | |||||||||||
Gary J. Hurand |
198,754,031 | 13,638,283 | 125,343,186 | 93.58 | % | |||||||||||
Benjamin W. Laird |
197,919,036 | 14,473,278 | 125,343,186 | 93.19 | % | |||||||||||
Stephen J. Lazaroff |
198,086,040 | 14,306,274 | 125,343,186 | 93.26 | % | |||||||||||
Cathleen H. Nash |
197,956,640 | 14,435,674 | 125,343,186 | 93.20 | % | |||||||||||
Kendall B. Williams |
197,873,139 | 14,519,175 | 125,343,186 | 93.16 | % | |||||||||||
James L. Wolohan |
197,743,259 | 14,649,055 | 125,343,186 | 93.10 | % |
Proposal | For | Against | Abstain | Broker Non-Votes | ||||||||||||
Approve the
compensation of
certain executive
officers |
183,456,396 | 17,610,295 | 11,325,623 | 125,343,186 | ||||||||||||
Approve the Reverse
Stock Split
Proposal |
294,553,633 | 31,414,950 | 11,766,917 | -0- | ||||||||||||
Ratify the
selection of Ernst
& Young LLP |
320,544,448 | 5,727,833 | 11,463,219 | -0- |
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.
CITIZENS REPUBLIC BANCORP, INC. |
||||
By: | /s/ Thomas W. Gallagher | |||
Thomas W. Gallagher | ||||
Its: General Counsel and Secretary | ||||
Date: May 24, 2011