f8k1214.htm
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):
December
14, 2007
Summit
Financial Group, Inc.
(Exact
name of registrant as specified in its charter)
West
Virginia
No.
0-16587 55-0672148
(State or other jurisdiction
of (Commission
File
Number) (I.R.S.
Employer
incorporation or
organization) Identification
No.)
300
North Main Street
Moorefield,
West Virginia 26836
(Address
of Principal Executive Offices)
(304)
530-1000
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or 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))
|
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.
|
The
Company and its Chief Executive Officer, H. Charles Maddy, III, extended the
term of Mr. Maddy’s Employment Agreement dated March 4, 2005, for an additional
year until March 4, 2011. On December 20, 2007, Mr. Maddy and the
Company executed a Third Amendment to the Employment Agreement (the “Amendment”)
providing for the extension in writing.
The
Company’s named executive officers are: Mr. H. Charles Maddy, III, President and
Chief Executive Officer; Mr. C. David Robertson, President and Chief Executive
Officer of Summit Community Bank; Mr. Patrick N. Frye, Senior Vice President
and
Chief Credit Officer; Mr. Ronald F. Miller, President and Chief Executive
Officer of Shenandoah Valley National Bank; and Robert S. Tissue, Senior Vice
President and Chief Financial Officer. The Company reported all of these
individuals as named executive officers in its 2007 proxy
statement.
The
Company’s Executive Compensation program consists of three basic components: (1)
salaries; (2) annual incentive compensation; and (3) long-term incentive
compensation pursuant to the Officer Stock Option Plan. The Committee is
responsible for the administration of the Company’s Executive Compensation
programs, which includes establishing base salary levels, awarding bonuses
under
the Company’s incentive compensation plans and awarding stock options under the
Company’s Officer Stock Option Plan. The Company’s
compensation policies will be discussed in detail in the Compensation Discussion
& Analysis (CD&A) included in the Company’s
2008 proxy statement.
The
Company has entered into employment agreements with Messrs. Maddy, Miller,
Robertson, Frye and Tissue (the “Employment Agreements”). The
Employment Agreements establish a base salary for each individual and the
Committee has the authority to annually adjust such base salaries based upon
an
evaluation of each individual’s performance.
On
December 14, 2007, the Committee set the base salaries of the named executive
officers, for 2008 as follows: Mr. Maddy - $397,500; Mr. Robertson –
$190,000; Mr. Frye – $181,000; Mr. Miller – $190,000; and Mr. Tissue –
$181,000.
Annual
Incentive Compensation
Incentive
compensation is awarded primarily under the Company’s Incentive Compensation
Plan based on a formula which primarily considers the return on average equity
of the Company and its bank subsidiaries. With respect to Messrs.
Miller and Robertson, the Company established an alternative annual incentive
compensation plan which includes specific performance goals and business
criteria based on their achievement of the budgeted net income for the bank
subsidiary (“Alternative Bonus Plan”). For 2007, Messrs. Miller and Robertson
are eligible to receive a bonus under the Incentive Compensation Plan if
compensation calculated under the Incentive Compensation Plan exceeded
compensation due under the Alternative Bonus Plan. In 2008, Messrs.
Miller and Robertson will be eligible to receive incentive compensation only
under the Alternative Bonus Plan.
Long-Term
Incentive Compensation
Under
the
Officer Stock Option Plan, the Company may award stock options for up to 960,000
shares of the Company’s common stock to qualified officers of the Company and
its subsidiaries. Each option granted under the Plan must have an
exercise price of no less than the fair market value of the Company’s common
stock as of the date of the grant. The Committee awarded no options to the
CEO
or the other Named Executive Officers for 2007 under the Stock Option Plan.
The
Committee approved 10,000 options to be awarded to any non-executive officers
by
the Chief Executive Officer, in his discretion.
Additional
Information and Where to Find It
Shareholders
of Greater Atlantic and other investors are urged to read the proxy
statement/prospectus included in the registration statement on Form S-4 that
Summit has filed with the Securities and Exchange Commission, but which has
not
yet been declared effective, in connection with the proposed merger, because
it
contains important information about Summit, Greater Atlantic, the merger,
the
persons soliciting proxies in the merger and their interests in the merger
and
related matters. Investors are able to obtain all documents filed with the
SEC
by Summit free of charge at the SEC’s Internet site
(http://www.sec.gov). In addition, documents filed with the SEC by
Summit are available free of charge from the Assistant Secretary of Summit
Financial Group, Inc., 300 N. Main Street, Moorefield, West Virginia 26836;
telephone (304) 530-1000.
Section
9 – Financial Statements and Exhibits
ITEM
9.01. Financial
Statements and Exhibits
|
|
10.1
|
Amendment
to Employment Agreement between Summit Financial Group, Inc. and
H.
Charles Maddy, III.
|
10.2 Summit
Financial Group, Inc. Incentive Plan
10.3 Summit
Community Bank Incentive Compensation Plan
SIGNATURES
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
SUMMIT
FINANCIAL
GROUP, INC.
Date: December
20,
2007
By:
/s/ Julie R. Cook
Julie R. Cook
Vice President &
Chief Accounting Officer