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) May 2, 2011 (April 26, 2011)
Fentura Financial, Inc.
(Exact name of registrant as specified in its charter)
Michigan
(State or other jurisdiction of incorporation)
| |
|
|
|
| 0-23550
|
|
38-2806518 |
|
|
|
|
| (Commission File Number)
|
|
(IRS Employer Identification No.) |
| |
|
|
|
| 175 North Leroy Street |
|
|
| P.O. Box 725 |
|
|
| Fenton, Michigan
|
|
48430-0725 |
| |
| (Address of Principal Executive Offices)
|
|
(Zip Code) |
Registrant’s telephone number, including area code (810) 629-2263
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)) |
|
|
|
| Item 5.02 |
|
Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers. |
On April 26, 2011, Fentura Financial, Inc. (the “Company”) entered into an Amended and
Restated Supplemental Executive Retirement Agreement with Daniel J. Wollschlager (the “SERP
Agreement”). The SERP Agreement provides that upon each of the first six anniversaries of Mr.
Wollschlager’s date of hire and upon his attainment of age 65, Mr. Wollschlager shall earn a
benefit equal to $35,000. As a result, on Mr. Wollschlager’s attainment of age 65, provided he is
employed by the Company or its affiliates, Mr. Wollschlager would be entitled to a benefit in the
aggregate equal to $245,000. Mr. Wollschlager’s original agreement contemplated the same annual
benefit of $35,000, but was to be earned upon each of the first five anniversaries only, for a
total benefit of $175,000.
The SERP Agreement is designed to encourage Mr. Wollschlager to remain a long-term employee of
the Company, and to provide specified benefits to Mr. Wollschlager for his contributions to the
continued growth, development and future business success of the Company. The retirement benefits
are an unsecured obligation of the Company. The SERP Agreement is attached hereto as Exhibit 10.1
and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On April 27, 2011, the Company held its annual meeting of shareholders. The results of the
vote at the meeting were as follows:
1. To elect three directors, each to serve a three-year term:
| |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
For |
|
Withheld |
|
Broker Non-Vote |
Ronald K. Rybar |
|
|
1,198,020 |
|
|
|
60,084 |
|
|
|
340,154 |
|
JoAnne M. Shaw |
|
|
1,201,894 |
|
|
|
56,210 |
|
|
|
340,154 |
|
James A. Wesseling |
|
|
1,196,554 |
|
|
|
61,550 |
|
|
|
340,154 |
|
2. To ratify the selection of Rehman Robson, P.C. as independent auditors for 2011:
| |
|
|
|
|
|
|
| For |
|
Against |
|
Abstain |
|
Broker Non-Vote |
1,591,625
|
|
1,706
|
|
4,927
|
|
0 |
Item 9.01 Financial Statements and Exhibits
| Exhibit Number |
|
|
|
| |
| 10.1 |
Amended and Restated Supplemental Executive Retirement Plan
with Daniel J. Wollschlager. |
2