f8k020410compcommittee.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):
February
4, 2010
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:
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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))
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Section
5 – Corporate Governance and Management
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ITEM
5.02.
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Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain
Officers.
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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, 2013. A copy of the First Amendment to the
Amended and Restated Employment Agreement is attached hereto as Exhibit 10.1 and
is incorporated herein by reference.
The
Company’s named executive officers are: Mr. H. Charles Maddy, III, President and
Chief Executive Officer; Mr. C. David Robertson, Co-Chairman of the Board
of Summit Community Bank; and Mr. Ronald F. Miller,
President and Chief Executive Officer of Summit Community Bank. The Company
reported all of these individuals as named executive officers in its 2009 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.
Base
Salaries
The Company has entered into employment
agreements with Messrs. Maddy, Miller, and Robertson (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.
The
Committee did not increase the base salaries of the named executive officers for
2010. In 2010, the named executive officers base salaries are
as follows:
Mr. Maddy
- $397,500; Mr. Robertson - $190,000; and Mr. Miller –
$190,000.
These
base salary amounts have remained unchanged since 2008.
Annual
Incentive Compensation
In
February, 2009, the Company suspended indefinitely its incentive compensation
plans.
Long-Term
Incentive Compensation
Under the
Officer Stock Option Plan, the Company may award stock options to qualified
officers of the Company and its subsidiaries for up to 350,000 shares of Summit
common stock, of which up to 100,000 shares may be issued as qualified stock
options. 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 2010 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.
Section
9 – Financial Statements and Exhibits
ITEM
9.01. Financial Statements and
Exhibits
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10.1
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First
Amendment to the Amended and Restated Employment Agreement
between Summit Financial Group, Inc. and H. Charles Maddy,
III.
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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: February 10,
2010 By: /s/ Julie R.
Cook
Julie R. Cook
Vice President
&
Chief Accounting
Officer