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): November 25, 2024
IF BANCORP, INC.
(Exact Name of Registrant as Specified in Charter)
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Maryland
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001-35226
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45-1834449
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(State or Other Jurisdiction
of Incorporation)
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(Commission File No.)
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(I.R.S. Employer
Identification No.)
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201 East Cherry Street, Watseka, Illinois
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60970
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant's telephone number, including area code:
(815) 432-2476
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 (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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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.01 per share
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IROQ
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The NASDAQ Stock Market, LLC
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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. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 26, 2024, IF Bancorp, Inc. (the “Company”), the holding company for Iroquois Federal Savings and Loan Association (the
“Association”), issued a press release announcing that Walter H. Hasselbring, III has resigned from his position as President of the Company and the Association, and that the Boards of Directors (the “Boards”) of the Company and the Association
appointed Thomas J. Chamberlain, current Chief Lending Officer of the Association and Senior Executive Vice President of the Company and the Association, as President of the Company and the Association. Mr. Hasselbring will continue to serve as the
Chief Executive Officer of the Company and the Association and continue to oversee their strategic initiatives while Mr. Chamberlain will oversee the day-to-day
operations. There were no disagreements between the Company and Mr. Hasselbring.
Mr. Chamberlain, age 60, has been serving as Senior Executive Vice President of the Company and the Association and has been the Chief
Lending Officer of the Association since July of 2010. He has served with the Association since July of 2004, when he joined the Association as Vice President and Manager – Danville Office, with responsibility for the management and commercial loan
activities of that office. Prior to his service with the Association, Mr. Chamberlain worked with First Mid Bank & Trust for over 18 years, managing branches, and working in their lending and trust/farm management departments. Mr. Chamberlain has
an MBA from Eastern Illinois University and a bachelor’s degree from the University of Illinois. He is a 2011 graduate of the ABA Stonier Graduate School of Banking at the University of Pennsylvania where he also earned the Wharton Leadership
Certificate and is a graduate of the Illinois Agricultural Leadership Program. He was the 2023-24 Chair of the Illinois Bankers Association Board of Directors. He has served as a member or Chairman of different committees of the Illinois Bankers
Association, Illinois Bankers Education Services, Inc., American Bankers Association, and both the Illinois and American Societies of Farm Managers and Rural Appraisers. He has served in the top leadership position of several community organizations
including: Board President of the Danville Area Community College Foundation; Board Chair of United Way of Danville; Board Chair of Vermilion Advantage economic development organization; President of Schlarman Foundation; President of the Rotary Club
of Tuscola; President of the Tuscola Chamber of Commerce; President of Main Street Tuscola; Grand Knight Mattoon Knights of Columbus; and, President Mid-Illinois Big Brothers/Big Sisters. Mr. Chamberlain is not a party to any transaction with the
Company or the Association that would require disclosure under Item 404(a) of Securities and Exchange Commission Regulation S-K.
A copy of the press release is included as Exhibit 99.1 to this report.
Item 5.07 Submission of Matters to a Vote of Securities Holders
The Annual Meeting of Stockholders of the Company was held on November 25, 2024. The matters listed below were submitted to a vote of the
stockholders through the solicitation of proxies, and the proposals are described in detail in the proxy statement filed with the Securities and Exchange Commission on October 16, 2024 (the “Proxy Statement”). Of the 3,353,026 shares outstanding and
entitled to vote, 2,842,511 were present at the meeting in person or by proxy. The votes cast were as follows:
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The election of two directors of the Company to serve for three-year terms and until their successors are elected and qualified.
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For
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Withhold
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Broker Non-Votes
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Joseph A. Cowan
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1,513,050
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939,268
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390,193
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For
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Withhold
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Broker Non-Votes
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Dennis C. Wittenborn
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1,492,187
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960,131
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390,193
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The ratification of the appointment of FORVIS MAZARS, LLP as the independent registered public accounting firm for the fiscal year ending June 30, 2025.
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Shares Voted For
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Shares Voted Against
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Abstentions
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2,639,777
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173,518
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29,216
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The approval of an advisory (non-binding) resolution to approve the Company’s executive
compensation as described in the Proxy Statement.
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Shares Voted For
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Shares Voted Against
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Broker Non-Votes
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Abstentions
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1,023,660
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1,400,471
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390,193
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28,187
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4. The approval of a non-binding stockholder proposal recommending the sale of the Company.
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Shares Voted For
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Shares Voted Against
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Broker Non-Votes
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Abstentions
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1,428,457
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969,387
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390,193
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54,474
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Item 8.01 Other Events.
On November 26, 2024, the Company issued a press release announcing that the Boards has unanimously elected Walter H. Hasselbring, III as
Chair of the Boards. Mr. Hasselbring succeeds, Gary Martin, who, as previously disclosed in the Proxy Statement, has reached the age limit established by the Board of Directors in the Company’s bylaws and retired from the Boards on November 25, 2024,
immediately prior to the Company’s Annual Meeting of Stockholders.
In accordance with the Company’s Corporate Governance Guidelines and to provide effective oversight and independence of the Boards, the
Boards appointed Joseph A. Cowan as Lead Independent Director. Mr. Cowan has served as an independent director of the Company and the Association since 2000.
The Boards have determined that combining the Chair and Chief Executive Officer positions, along with appointing a Lead Independent
Director and a new President, is the appropriate structure for the Company and the Association at this time and helps provide strong and consistent leadership for management and the Boards.
A copy of the press release is included as Exhibit 99.1 to this report.
Item 9.01 Financial Statements and Exhibits.
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(d)
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Exhibits
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Exhibit No.
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Description
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Press release dated November 26, 2024
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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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IF BANCORP, INC.
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DATE: November 26, 2024
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By:
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/s/ Pamela J. Verkler
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Pamela J. Verkler
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Senior Executive Vice President and Chief Financial Officer
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Press Release
FOR IMMEDIATE RELEASE
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Contact: Walter H. Hasselbring, III
Telephone: (815) 432-2476
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IF BANCORP, INC. AND
IROQUOIS FEDERAL SAVINGS AND LOAN ASSOCIATION
ANNOUNCE APPOINTMENT OF NEW BOARD CHAIR, LEAD INDEPENDENT DIRECTOR AND PRESIDENT
Watseka, Illinois, November 26, 2024 - IF Bancorp, Inc. (NASDAQ Capital: IROQ) (the “Company”), and its wholly owned subsidiary,
Iroquois Federal Savings and Loan Association (the “Association”), today announced that the Boards of Directors (the “Boards”) of the Company and the Association unanimously elected Walter H. Hasselbring, III, the current President and Chief
Executive Officer of the Company and the Association, as Chair of the Boards. Mr. Hasselbring succeeds, Gary Martin, who, having reached the age limit established by the Board of Directors in the Company’s bylaws, retired from the Boards on November
25, 2024, immediately prior to the Company’s Annual Meeting of Stockholders. In conjunction with these changes, Mr. Hasselbring resigned from his position as President of the Company and the Association and the Boards have appointed Thomas J.
Chamberlain, current Chief Lending Officer of the Association and Senior Executive Vice President of the Company and the Association, as President of the Company and the Association. Mr. Hasselbring will continue to serve as the Chief Executive
Officer of the Company and the Association and continue to oversee their strategic initiatives while Mr. Chamberlain will oversee the day-to-day operations.
In accordance with the Company’s Corporate Governance Guidelines and to provide effective oversight and independence of the Boards, the
Boards appointed Joseph A. Cowan as Lead Independent Director. Mr. Cowan has served as an independent director of the Company and the Association since 2000.
The Boards have determined that combining the Chair and Chief Executive Officer positions, along with appointing a Lead Independent
Director and a new President, is the appropriate structure for the Company and the Association at this time and helps provide strong and consistent leadership for management and the Boards.
“On behalf of the Boards, I would like to thank Gary for his many contributions and dedication to the Company and Association as Chair.
The Company and the Association have benefited tremendously from his expertise, leadership and integrity,” said Mr. Hasselbring. “I look forward to continuing to work with our highly skilled and dedicated Boards and management to execute on our
strategic priorities.”
Mr. Hasselbring continued, “I want to congratulate Joe and Tom on their respective new roles as Lead Independent Director and President.
Their extensive experience on the Boards and with various senior management positions at the Association, respectively, and their knowledge of the communities we serve make them ideal to serve in these roles.”
IF Bancorp, Inc. is the savings and loan holding company for Iroquois Federal Savings and Loan Association. The Association, originally
chartered in 1883 and headquartered in Watseka, Illinois, conducts its operations from seven full-service banking offices located in Watseka, Danville, Clifton, Hoopeston, Savoy, Champaign and Bourbonnais, Illinois and a loan production office in
Osage Beach, Missouri. The principal activity of the Association’s wholly owned subsidiary, L.C.I. Service Corporation, is the sale of property and casualty insurance.
This press release may contain statements relating to the future results of the Company (including certain projections and business trends)
that are considered "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995 (the “PSLRA”). Such forward-looking statements may be identified by the use of such words as "believe," "expect," "anticipate,"
"should," "planned," "estimated," "intend" and "potential." For these statements, the Company claims the protection of the safe harbor for forward-looking statements contained in the PSLRA. The Company cautions you that a number of important factors
could cause actual results to differ materially from those currently anticipated in any forward-looking statement. Such factors include, but are not limited to: prevailing economic and geopolitical conditions; changes in interest rates, loan demand,
real estate values and competition; changes in accounting principles, policies, and guidelines; changes in any applicable law, rule, regulation or practice with respect to tax or legal issues; and other economic, competitive, governmental, regulatory
and technological factors affecting the Company's operations, pricing, products and services and other factors that may be described in the Company’s annual report on Form 10-K and quarterly reports on Form 10-Q as filed with the Securities and
Exchange Commission. The forward-looking statements are made as of the date of this release, and, except as may be required by applicable law or regulation, the Company assumes no obligation to update the forward-looking statements or to update the
reasons why actual results could differ from those projected in the forward-looking statements.