8-K Compensatory Arrangements Mike

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 29, 2017





FIDELITY D & D BANCORP, INC.

(Exact name of Registrant as specified in its charter)







 

 

 

 

Pennsylvania

 

333-90273

 

23-3017653

(State or other

jurisdiction of

incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)





 

Blakely and Drinker Streets, Dunmore, PA

18512

(Address of principal executive offices)

(Zip Code)



__(570) 342-8281__ 

(Registrant’s telephone number, including area code)



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):



 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))










 

CURRENT REPORT ON FORM 8-K



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



On March 29, 2017,  Fidelity D & D Bancorp, Inc. (the Company”) and its wholly owned subsidiary Fidelity Deposit and Discount Bank (the Bank”) entered into a change in control and severance agreement with Michael J. Pacyna, Jr., Executive Vice President and Chief Business Development Officer of the Bank.



The material terms of Mr. Pacyna’s change in control and severance agreement are as follows:



1.

The term of the agreement begins March 29, 2017 and continues until any party gives notice of termination of employment for any reason, unless an agreement to effect a “Change in Control”, as defined in the agreement, has been executed, and then the agreement only terminates if the executive is terminated for “Cause”, as defined in the agreement.



2.

If the executive is terminated or certain other changes in employment occur, as identified in the agreement, after a “Change in Control”, the executive shall be entitled to receive a lump sum equal to one (1) times his annual base salary and continuation of all life, disability, medical insurance and other normal health and welfare benefits for one (1) year.



3.

If the executive is terminated without cause and no change of control occurs, he shall be entitled to receive a lump sum equal to six (6) months of this annual base salary and continuation of all life, disability, medical insurance and other normal health and welfare benefits for six (6) months.



4.

The agreement contains certain customary confidentiality and non-competition provisions.



The description above is only a summary of the material terms of Mr. Pacyna’s agreement and is not intended to be a full description of the agreement. The agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.



ITEM 9.01Financial Statements and Exhibits



(d) Exhibits.





Exhibit No.

 

Description

99.1

 

Change in Control and Severance Agreement between Fidelity D & D Bancorp, Inc., Fidelity Deposit and Discount Bank and Michael J. Pacyna, Jr. dated as of March 29, 2017.


 





SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned, thereunto duly authorized.







 



FIDELITY D & D BANCORP, INC.



(Registrant)



 



 

Dated: April 4, 2017

/s/ Salvatore R. DeFrancesco, Jr.________



Salvatore R. DeFrancesco, Jr.



Treasurer and Chief Financial Officer



 






 

Exhibit Index







 

 

Exhibit No.

 

Description

99.1

 

Change in Control and Severance Agreement between Fidelity D & D Bancorp, Inc., Fidelity Deposit and Discount Bank and Michael J. Pacyna, Jr. dated as of March 29, 2017.