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UNITED STATES
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
November 14, 2023
(Date of Report: Date of earliest event reported)
Middlefield Banc Corp.
(Exact name of registrant as specified in its charter)
Ohio
(State or other jurisdiction of incorporation)
001-36613
(Commission File Number)
34-1585111
(I.R.S. Employer Identification Number)
15985 East High Street
Middlefield, Ohio 44062
(Address of principal executive offices, including zip code)
(440) 632-1666
(Registrant’s 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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ☐
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 | MBCN | The NASDAQ Stock Market, LLC | ||
| (NASDAQ Capital Market) |
ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On November 14, 2023, Middlefield Banc Corp. (the “Company”) announced that the Board of Directors of the Company will appoint Ronald L. Zimmerly, Jr. to serve as Chief Executive Officer of the Company and of The Middlefield Banking Company (the “Bank”), the wholly owned bank subsidiary of the Company, effective January 1, 2024. Mr. Zimmerly has been serving as the President of the Company and the Bank since December 1, 2022 and will continue to serve as President of the Company and the Bank when he becomes Chief Executive Officer. Mr. Zimmerly, 59, served as the President and Chief Executive Officer, and as a director, of Liberty Bancshares, Inc. and Liberty National Bank from 2010 to December 1, 2022 when the Company acquired Liberty Bancshares, Inc. and Liberty National Bank.
Pursuant to Mr. Zimmerly’s December 5, 2022, Severance Agreement, Mr. Zimmerly’s appointment as Chief Executive Officer will increase Mr. Zimmerly’s change-in-control benefit under the Severance Agreement from 2 times to 2.5 times the sum of Mr. Zimmerly’s annual base salary plus average cash incentive plan bonus over the prior two-year period (or such lesser period as Mr. Zimmerly has been employed by the Company).
Mr. Zimmerly does not have a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
On November 13, 2023, James R. Heslop, II, Chief Executive Officer and director of the Company and the Bank, notified the Company’s Board that he will resign as Chief Executive Officer of the Company and the Bank effective January 1, 2024. Mr. Heslop has served as Chief Executive Officer of the Company and the Bank since December 1, 2022, Executive Vice President and Chief Operating Officer of the Bank since 1996 and Executive Vice President and Chief Operating Officer of the Company since 2000. He has been a director of the Bank since July 1999 and a director of the Company since November 2001. Mr. Heslop also notified the Company’s Board that he will resign as a director of the Company and the Bank effective as of 7 p.m. on December 31, 2023.
In recognition of Mr. Heslop’s long and illustrious record of executive officer service to the Company, the Board will take action necessary to accelerate the vesting of 10,957 shares of Company common stock covered by Mr. Heslop’s 2021, 2022, and 2023 restricted stock awards with payment of the shares in 2024 to be effective after Mr. Heslop enters into a separation agreement upon employment termination. The separation agreement will contain a customary, general waiver and release of claims, as well as post-employment covenants with respect to confidential information, noncompetition, and nonsolicitation of customers and employees. In exchange for his agreement to enter into the separation agreement, the Company will pay Mr. Heslop $199,100 in a lump sum and credit $56,250 as the 2023 contribution for Mr. Heslop’s Executive Variable Benefit Deferred Compensation Agreement dated as of July 9, 2018. The separation agreement payment will be made on the next business day following the expiration of the revocation period contained in the separation agreement, provided the separation agreement has not been timely revoked by Mr. Heslop.
Mr. Heslop’s resignation is not the result of any disagreement with the Company.
The Company’s Board of Directors will reduce the number of members of the Board of Directors from thirteen to twelve directors, effective upon Mr. Heslop’s resignation.
ITEM 7.01. REGULATION FD DISCLOSURE
On November 14, 2023, the Company issued a press release announcing the Company’s appointment of Mr. Zimmerly to Mr. Zimmerly’s new positions and Mr. Heslop’s future resignation from executive service effective January 1, 2024. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information disclosed under this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, except as expressly set forth by specific reference in such filing.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibits
The following exhibit is furnished to this Current Report on Form 8-K:
(d) Exhibits.
| 99.1 | November 14, 2023 press release of Middlefield Banc Corp. | |
| 104 | Cover Page Interactive File (embedded within the Inline XBRL document) | |
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.
| MIDDLEFIELD BANC CORP. | ||||||
| Date: November 14, 2023 | /s/ James R. Heslop, II |
|||||
| Chief Executive Officer | ||||||
Exhibit 99.1
15985 East High Street
P. O. Box 35
Middlefield, Ohio 44062
Phone: 440/632-1666 FAX: 440/632-1700
www.middlefieldbank.bank
| PRESS RELEASE |
| Company Contact: | Investor and Media Contact: | |||
| James R. Heslop, II Chief Executive Officer Middlefield Banc Corp. (440) 632-1666 Ext. 3219 JHeslop@middlefieldbank.com |
Andrew M. Berger Managing Director SM Berger & Company, Inc. (216) 464-6400 andrew@smberger.com |
Middlefield Banc Corp. Announces Chief Executive Officer Transition
Ronald L. Zimmerly, Jr. Appointed Chief Executive Officer on January 1, 2024
James R. Heslop, II to Retire as Chief Executive Officer
MIDDLEFIELD, OHIO, November 14, 2023 t t t t Middlefield Banc Corp. (NASDAQ: MBCN) today announced the Company has appointed Ronald L. Zimmerly, Jr. as Chief Executive Officer, succeeding James R. Heslop, II. Mr. Zimmerly, currently President and Director of Middlefield Banc Corp. (“Middlefield” or the “Company”) and The Middlefield Banking Company (the “Bank”), will assume the role of Chief Executive Officer of both entities on January 1, 2024, upon Mr. Heslop’s retirement. Mr. Heslop will resign from the Middlefield Banc Corp. Board of Directors on December 31, 2023. The Company’s Board of Directors has taken action to reduce the size of its Board of Directors from 13 to 12 effective on December 31, 2023.
William J. Skidmore, Chair of the Board of Middlefield Banc Corp., stated, “Ron is a proven leader who brings over 35 years of experience as an active member of the Ohio community banking industry. As President of Middlefield and the former Chief Executive Officer of Liberty Bancshares, Ron has the requisite skill set to ensure a seamless transition and continue our legacy of strong financial and operating performance. For over 120 years, Middlefield has focused on providing its Ohio communities with financial solutions and expert guidance that are tailored to meet our customers’ needs. Ron exemplifies these core values that have guided Middlefield’s success, and I am thrilled to announce Ron as the Company’s new Chief Executive Officer.”
Mr. Zimmerly joined Middlefield as President following the acquisition of Liberty Bancshares, Inc. on December 1, 2022. Prior to joining Middlefield, Mr. Zimmerly was the President and Chief Executive Officer of Liberty Bancshares, Inc. from 2010 to 2022. Mr. Zimmerly currently serves on the Board of the Hardin County Foundation Board of Directors, 2024 Chairman-Elect of the Ohio Bankers League and as a Board member of the Ohio Bankers Benefits Trust Board. In 1986, Mr. Zimmerly graduated from The Ohio State University with a Bachelor of Science Degree in Agriculture Economics, with a specialization in Finance. Mr. Zimmerly completed the Graduate School of Banking in Madison, Wisconsin.
Mr. Skidmore continued, “On behalf of the Board and everyone at Middlefield, I want to thank Jim for his service and commitment to Middlefield Banc Corp. and The Middlefield Banking Company over the past 27 years. During this period, Jim has played a key role in Middlefield’s growth, which has seen the Company’s assets increase to $1.79 billion at September 30, 2023. Most recently as Chief Executive Officer, Jim has successfully led the Company through the integration of the Liberty Bancshares acquisition. On behalf of Middlefield’s employees, management team, and Board of Directors, I want to thank Jim for his dedication and service. We wish Jim and his family the best on his much-deserved retirement.”
Mr. Zimmerly commented, “Middlefield has a legacy of success as a result of its commitment to the communities, customers, employees, and shareholders the Bank serves. I believe this dedication supports a powerful foundation that will drive our future performance. In addition, Middlefield has assembled a strong team of proven bankers and leaders, and I am honored to lead Middlefield as Chief Executive Officer. I believe the opportunities to create value for Middlefield are immense as we bring our community-oriented banking approach to more customers across our Northeast, Central and Western Ohio markets.”
About Middlefield Banc Corp.
Middlefield Banc Corp., headquartered in Middlefield, Ohio, is the bank holding company of The Middlefield Banking Company, with total assets of $1.79 billion at September 30, 2023. The Bank operates 21 full-service banking centers and an LPL Financial® brokerage office serving Ada, Beachwood, Bellefontaine, Chardon, Cortland, Dublin, Garrettsville, Kenton, Mantua, Marysville, Middlefield, Newbury, Orwell, Plain City, Powell, Solon, Sunbury, Twinsburg, and Westerville. The Bank also operates a Loan Production Office in Mentor, Ohio.
Additional information is available at www.middlefieldbank.bank
FORWARD-LOOKING STATEMENTS
This press release of Middlefield Banc Corp. and the reports Middlefield Banc Corp. files with the Securities and Exchange Commission often contain “forward-looking statements” relating to present or future trends or factors affecting the banking industry and, specifically, the financial operations, markets and products of Middlefield Banc Corp. These forward-looking statements involve certain risks and uncertainties. There are a number of important factors that could cause Middlefield Banc Corp.’s future results to differ materially from historical performance or projected performance. These factors include, but are not limited to: (1) a significant increase in competitive pressures among financial institutions; (2) changes in the interest rate environment that may reduce interest margins; (3) changes in prepayment speeds, charge-offs and loan loss provisions; (4) less favorable than expected general economic conditions; (5) legislative or regulatory changes that may adversely affect businesses in which Middlefield Banc Corp. is engaged; (6) technological issues which may adversely affect Middlefield Banc Corp.’s financial operations or customers; (7) changes in the securities markets; or (8) risk factors mentioned in the reports and registration statements Middlefield Banc Corp. files with the Securities and Exchange Commission. Middlefield Banc Corp. undertakes no obligation to release revisions to these forward-looking statements or to reflect events or circumstances after the date of this press release.