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):
March 17, 2020
| ORRSTOWN FINANCIAL SERVICES, INC. | ||
| (Exact name of registrant as specified in its charter) | ||
| Pennsylvania | 001-34292 | 23-2530374 | ||||||
| (State or other jurisdiction of incorporation) | (SEC File Number) | (IRS Employer Identification No.) | ||||||
| 77 East King Street, P.O. Box 250, Shippensburg, Pennsylvania | 17257 | ||||
| (Address of principal executive offices) | (Zip Code) | ||||
| Registrant’s telephone number, including area code: | 717 532-6114 | ||||||||||
| 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)). | ||||
| Securities registered pursuant to Section 12(b) of the Act: | ||||||||||||||
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||||||||||||
| Common Stock, no par value | ORRF | Nasdaq Stock Market | ||||||||||||
| 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). | |||||
| o | Emerging growth company | ||||
| o | 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 March 17, 2020, Gary Manley, Chief Accounting Officer of Orrstown Financial Services, Inc., (the “Company”) notified the Company of his intent to retire from the Company by June 30, 2020.
In connection with Mr. Manley's retirement, the Company announced that Neil Kalani, CPA, Senior Accounting Officer of the Company's banking subsidiary, Orrstown Bank (the "Bank"), will succeed Mr. Manley as Chief Accounting Officer of the Company, effective March 18, 2020.
Mr. Kalani, 45, was recently hired by the Bank and has over 22 years of experience in accounting and financial reporting. Prior to his current position at the Bank, he served as Chief Accounting Officer at Sun Bancorp, Inc., a Nasdaq-listed bank holding company, from 2011 through 2018, with additional banking experience as Controller at Harleysville National Corporation from 2009 through 2010, and as Chief Accounting Officer at Willow Financial Bancorp, Inc., from 2006 through 2008.
There are no arrangements or understandings between Mr. Kalani and any other persons pursuant to which he will be appointed as the Principal Accounting Officer of the Company. There are no family relationships between Mr. Kalani and any director, executive officer or any person nominated or chosen by the Company to become a director or executive officer.
| 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. | ||||||||||||||||||||
| ORRSTOWN FINANCIAL SERVICES, INC. | ||||||||||||||||||||
| Date: March 19, 2020 | By: | /s/ Thomas R. Brugger | ||||||||||||||||||
Thomas R. Brugger Executive Vice President and Chief Financial Officer (Duly Authorized Representative) | ||||||||||||||||||||