8-K

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): November 12, 2015
 

Centrue Financial Corporation
(Exact name of registrant as specified in its charter)
 

 
 
 
 
 
 
Delaware
 
000-28846
 
36-3145350
State or other jurisdiction
of Incorporation
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
122 West Madison Street, Ottawa, Illinois 61350
(Address of principal executive offices) (Zip Code)
(815) 431-8400
(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:
 
¨
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))



ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 12, 2015, Dennis J. McDonnell, Chairman of the Board of Directors (the “Board”) of Centrue Financial Corporation (the “Company”) submitted a letter of resignation to the Board. Mr. McDonnell resigned as a director and Chairman of the Company and Centrue Bank and as a member of the Board’s Executive, Compensation, and Corporate Governance and Nominating Committees, each effective immediately on November 12, 2015. Mr. McDonnell’s resignation letter stated that he is resigning from the Board for health reasons and not due to any disagreement with the Company or any matter relating to the Company’s operations, policies, or practices. The Board decreased the number of directors of the Company to eight from nine.
Centrue also announced that Dennis O. Battles, who has been a director of Centrue Financial Corporation and Centrue Bank since 2012, has been elected as Chairman of the Board of Directors of each of Centrue Financial Corporation and Centrue Bank to replace Mr. McDonnell.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
 
 
 
 
 
Exhibit Number
 
Description
 
 
 
 
 
99.1
 
Press Release, dated November 13, 2015 issued by Centrue Financial Corporation
 
 
 
 
 







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.
 
Date: November 13, 2015
CENTRUE FINANCIAL CORPORATION
 
 
 
 
By:
/s/ Daniel R. Kadolph
 
Name:
Daniel R. Kadolph
 
Title:
Executive Vice President & Chief Financial Officer







EXHIBIT INDEX
 
Exhibit Number
 
Description
 
 
99.1
 
Press Release, dated November 13, 2015 issued by Centrue Financial Corporation