Current Report Filing (8-k)
19 April 2023 - 10:17PM
Edgar (US Regulatory)
0001521951
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0001521951
2023-04-17
2023-04-17
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xbrli:shares
iso4217:USD
xbrli:shares
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):
April 17, 2023
First Business Financial Services, Inc.
(Exact name of registrant as specified in its
charter)
Wisconsin |
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1-34095 |
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39-1576570 |
(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
401 Charmany Drive
Madison, Wisconsin 53719
(Address of principal executive offices) (Zip
code)
Registrant’s
telephone number, including area code: (608)
238-8008
N/A
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which
registered |
Common Stock, $0.01 par value |
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FBIZ |
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The Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b- 2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ¨
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers. |
Effective April 17, 2023, the Compensation
Committee (the “Committee”) of the Board of Directors of First Business Financial Services, Inc. (the “Company”)
approved the vesting of the performance-based restricted stock units, or “PRSUs”, granted to executive officers of the Company
in 2020 under its Long-Term Incentive Plan for the performance measurement period beginning in 2020 and ending in 2022 (the “2020
Grant”). The vesting of the 2020 Grant was determined by Total Shareholder Return (“TSR”) and Return on Average Equity
(“ROAE”) Company performance goals. As noted in the Company’s Definitive Proxy Statement on Schedule 14A filed with
the Securities and Exchange Commission on March 6, 2023 (the “Proxy Statement”), as of the date of the Proxy Statement,
the number of shares earned under the 2020 Grant was unknown due to the unavailability of final Return on Average Equity information.
The Committee determined that the Company’s
performance at a “Superior” level under each of the TSR and ROAE performance goals during the performance period resulted
in the payout of the Company’s common stock to each of the Company’s executive officers listed below:
Executive Officers | |
Shares Vested | |
Corey A. Chambas | |
| 11,400 | |
Edward G. Sloane, Jr.* | |
| 4,910 | |
David R. Seiler | |
| 5,280 | |
Mark J. Meloy | |
| 3,180 | |
Bradley A. Quade | |
| 3,260 | |
Brian D. Spielmann** | |
| 0 | |
* Mr. Sloane
retired from his role as the Company’s Chief Financial Officer, Principal Financial Officer and Treasurer effective April 1,
2023.
* * Mr. Spielmann was named Chief Financial Officer on April 1,
2023 and was not a Named Executive Officer at the time of the 2020 Grant.
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.
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FIRST BUSINESS
FINANCIAL SERVICES, INC. |
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Date: April 19, 2023 |
By: |
/s/ Brian Spielmann
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Brian Spielmann |
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Chief Financial Officer |
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