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


April 23, 2019
Date of Report
(Date of earliest event reported)


MSB Financial Corp.
(Exact name of Registrant as specified in its Charter)

Maryland
 
001-37506
 
34-1981437
(State or other jurisdiction
of incorporation)
 
(SEC Commission
File No.)
 
(IRS Employer
Identification Number)

1902 Long Hill Road, Millington, New Jersey
07946-0417
(Address of principal executive offices)
(Zip Code)

Registrant's telephone number, including area code:
(908) 647-4000
 
 
 

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
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
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).

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. ☐








INFORMATION TO BE INCLUDED IN REPORT

Section 5 - Corporate Governance and Management

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

(e) The Registrant announced that its wholly owned Subsidiary Millington Bank ("Bank") has approved the extension of the term of certain change in control agreements it had previously entered into on April 16, 2018 with Michael A. Shriner, President and CEO, Mr. Robert G. Russell, Jr, Executive Vice President and Chief Operating Officer, Ms. Nancy E. Schmitz, Senior Vice President and Corporate Secretary, Mr. John J. Bailey, Executive Vice President and Chief Credit Officer and Mr. John S. Kaufman, First Vice President and Chief Financial Officer. Section 10(a) of the change in control agreements provided for an initial term of two years with a provision that such term may be extended annually for an additional one-year period upon approval of the Board of Directors. The Board of Directors approved such extension on April 23, 2019 thereby extending the term of all such agreements to April 16, 2021.





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.


 
 
MSB FINANCIAL CORP.
 
 
 
 
By:
/s/ Michael A. Shriner
Date:  April 24, 2019
 
 
Michael A. Shriner
President and Chief Executive Officer



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