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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
December 10, 2024
Date of Report (Date of earliest event reported)
Muncy Columbia Financial Corporation
(Exact name of registrant as specified in its charter)
| Pennsylvania |
000-19028 |
23-2254643 |
|
(State or other jurisdiction of
incorporation) |
(Commission
File Number) |
(I.R.S. Employer
Identification No.) |
232 East Street
Bloomsburg, PA 17815
(Address of principal executive offices)
570-784-4400
(Registrant’s telephone number, including area
code)
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:
☐ 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))
Securities registered pursuant to Section 12(b) of the Exchange Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on
which registered |
| None |
None |
None |
Indicated by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2)
☐
If an emerging growth company, indicate by check mark if 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.
(e) (i) On December 10, 2024, Muncy Columbia Financial Corporation (the
“Company”), and its wholly-owned subsidiary, Journey Bank (the “Bank”), entered into a First Amendment to Amended
and Restated Employment Agreement dated December 10, 2024 (the “Amendment”) with Lance O. Diehl, President and Chief Executive
Officer of the Company and the Bank. The Amendment was approved by the boards of directors of the Company and the Bank on December 10,
2024.
The Amendment eliminated from Section 2 of Mr. Diehl’s Amended and
Restated Employment Agreement dated February 13, 2024 (the “Agreement”) clause (a) of the proviso providing Mr. Diehl with
the opportunity to fulfill his duties and responsibilities on a part time basis of (i) four days (or 32 hours) per week beginning on February
13, 2025, and (ii) three days (or 24 hours) per week beginning February 13, 2026. The Amendment also eliminated from Section 4(a) of the
Agreement language providing for reductions in Mr. Diehl’s Annual Base Salary to eighty-five percent (85%) of his Annual Base Salary
on February 13, 2025 and to seventy percent (70%) of his annualized rate of Annual Base Salary on February 13, 2026, which language was
intended to conform to the fulfillment of Mr. Diehl's duties and responsibilities on a part time basis.
A copy of the Amendment is attached to this report as Exhibit 10.1 and
incorporated herein by reference.
(ii) On December 10, 2024, the Bank and Mr. Diehl entered into a Third
Amendment (the “Third Amendment”) to his Supplemental Executive Retirement Agreement dated April 15, 2003 (the “SERP”).
The principal purpose of the Third Amendment is to amend and extend the commencement date for payment of the benefit under the SERP from
the first day of the month following Mr. Diehl reaching the normal retirement age under the SERP of 60 years to the month following Mr.
Diehl reaching the age of 65 years (provided that if Mr. Diehl would terminate his employment within 12 months following his execution
of the Third Amendment, payments will commence at age 60 and the amended payment commencement date would not apply).
In connection with the amendment of the payment commencement date, if Mr.
Diehl continues in the Bank’s employ after reaching the normal retirement age under the SERP of 60 years, the $90,000 annual benefit
under the SERP has been amended to increase at an annual rate of 3.50% until the earlier of Mr. Diehl’s termination of employment
or his reaching age 65, in which case the annual benefit will be $106,892.
The change in control benefit of $90,000 under the SERP has been amended
so that the change in control benefit applies only if the change in control occurs before Mr. Diehl’s normal retirement age under
the SERP of 60 years.
The death before normal retirement age benefit of $640,000 under the SERP
has been amended such that the amount of the benefit payable to his beneficiary if Mr. Diehl would die prior to termination of employment,
change in control and reaching age 65, will be an amount ranging from $940,638 to $1,179,643, as specified in the Third Amendment, depending
on his age at the time of death.
The Third Amendment was approved by the board of directors of the Bank
on December 10, 2024. A copy of the Third Amendment is attached to this report as Exhibit 10.2 and incorporated herein by reference.
(iii) On December 10, 2024, the boards of directors of the Company and
the Bank approved increases in the annual base salaries of Mr. Diehl and Robert J. Glunk, Executive Chairman of the Company and the Bank,
of four percent (4%) from $390,000 to $405,600 beginning January 1, 2025, and cash bonuses for 2024 of $100,000.
ITEM 9.01 FINANCIAL
STATEMENTS AND EXHIBITS.
(a) Not applicable
(b) Not applicable
(c) Not applicable
(d) Exhibits.
| Exhibit Number | Description |
| 104 | Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL) |
SIGNATURE
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: December 12, 2024 |
Muncy Columbia Financial Corporation |
|
| |
|
|
| |
By: |
/s/ Joseph K. O’Neill, Jr |
|
| |
Name: |
Joseph K. O’Neill, Jr. |
|
| |
Title: |
Executive Vice President and Chief Financial Officer |
Muncy Columbia Financial Corporation 8-K
Exhibit 10.1
AMENDMENT NO. 1 TO AMENDED AND RESTATED EMPLOYMENT
AGREEMENT
THIS AMENDMENT NO. 1 TO AMENDED
AND RESTATED EMPLOYMENT AGREEMENT (this “Amendment”) is made as of December 10, 2024, between MUNCY COLUMBIA FINANCIAL
CORPORTION, a Pennsylvania business corporation formerly named CCFNB Bancorp, Inc. (the “Corporation”), JOURNEY BANK,
a Pennsylvania banking institution formerly named First Columbia Bank & Trust Co. (the “Bank”), and LANCE O. DIEHL,
an adult individual (the “Executive”).
WITNESSETH:
WHEREAS, the Corporation,
the Bank and the Executive are parties to that certain Amended and Restated Employment Agreement dated as of February 13, 2024 (the “Agreement”).
WHEREAS, the Agreement
provides in Section 2, in part, that Executive may fulfill his duties and responsibilities on a part time basis as provided therein, and
further provides in Section 4(a), in part, for certain reductions in the Executive’s Annual Base Salary intended to conform to such
part time employment.
WHEREAS, the Corporation,
the Bank and the Employer desire to amend the Agreement in order to eliminate such part time provisions from Sections 2 and 4(a).
AGREEMENT:
NOW, THEREFORE, in consideration
of the premises and the mutual covenants and agreements set forth herein, the parties hereto, intending to be legally bound, agree as
follows:
1. Capitalized Terms. Capitalized terms used in this Amendment that are not defined by this Amendment but are defined
by the Agreement shall have the meanings given to such terms by the Agreement.
2. Amendment of Agreement. The parties hereby agree to amend the Agreement as follows:
| (a) | Section 2: Section 2 of the Agreement is hereby amended to eliminate therefrom clause (a) in the
proviso relating to Employee fulfilling his duties and responsibilities on a part time basis, such amended Section 2 to read in its entirety
as follows: |
“2. Duties
of Executive. Executive shall perform and discharge well and faithfully such duties as an executive officer of the Corporation
and the Bank as may be assigned to Executive from time to time by the Board of Directors of the Corporation and/or the Bank. Executive
shall be employed as President and Chief Executive Officer of the Corporation and of the Bank and shall hold such other titles as may
be given to him from time to time by the Board of Directors of the Corporation or the Bank. Executive will report directly to the Board
of Directors of the Corporation and the Bank. During the Employment Period (as hereinafter defined), the Corporation shall cause the Executive
to be elected to the Board of Directors of the Bank and to nominate the Executive for election as a director on the Board of Directors
of the Corporation in connection with each election of directors of the Corporation where his term of office otherwise would expire. Executive
shall devote his full time, attention, ability and energies to the business of the Corporation and the Bank during the Employment Period
(as defined in Section 3(a) of this Agreement); provided, however, that nothing set forth in this Section 2 shall be construed
as preventing Executive from (i) engaging in activities incident or necessary to personal investments so long as no such investments
exceed 5% of the outstanding shares of any publicly held company, (ii) acting as a member of the Board of Directors of any non-profit
association or corporation or as a member of the Board of Directors or Trustees of any other such organization, with the prior written
approval of a majority of the independent members of the Board of Directors of the Bank, or (iii) being involved in any other activity
with the prior written approval of a majority of the independent members of the Board of Directors of the Bank. The Executive shall not
engage in any business or commercial activities (including investment in an existing or prospective customer), duties or pursuits which
compete with the business or commercial activities of the Corporation or the Bank, or their respective subsidiaries nor may the Executive
serve as a director or officer or in any other capacity in a company which competes with the Corporation, the Bank or their respective
subsidiaries.”
| (b) | Section 4(a). Section 4(a) of the Agreement is hereby amended to eliminate therefrom the last sentence
of Section 4(a) providing for certain reductions in the Executive’s Annual Base Salary, such amended Section 4(a) to read in its
entirety as follows: |
“(a) Annual
Base Salary. For services performed by Executive under this Agreement, the Bank shall pay Executive an Annual Base Salary during the
Employment Period at the rate of Three Hundred Ninety Thousand Dollars ($390,000.00) per year, minus applicable withholdings and deductions,
payable at the same times as salaries are payable to other executive employees of the Bank. The Bank may, from time to time, increase
Executive’s Annual Base Salary, and any and all such increases shall be deemed to constitute amendments to this Section 4(a)
to reflect the increased amounts, effective as of the date established for such increases by the Board of Directors of the Bank or any
committee of such Board of Directors in the resolutions authorizing such increases.”
3. Other Terms; Incorporation.
Other than the amendments to Sections 2 and 4(a) of the Agreement set forth in Sections 2(a) and (b) of this Amendment, all other terms
and conditions of the Agreement shall remain unchanged and in full force and effect. All other terms and conditions of the Agreement are
incorporated by reference and made a part of this Amendment as if fully set forth herein.
(a) This Amendment shall inure to
the benefit of and shall be binding upon the parties and their respective heirs, successors, and assigns.
(b) This Amendment may not be amended,
changed, modified, altered or terminated except by a written instrument executed by the Corporation, the Bank and the Executive.
(c) This Amendment may be executed
in several counterparts, each of which shall be deemed an original, but all of such counterparts together shall be deemed to be one and
the same instrument. A signed counterpart of this Amendment delivered by facsimile, email or other means of electronic transmission shall
be deemed to have the same legal effect as delivery of an original signed counterpart.
(d) This Amendment is prepared and
entered into with the intention that the laws of the Commonwealth of Pennsylvania shall govern its construction.
IN WITNESS WHEREOF, the
parties have executed this Amendment as of the date first written above.
| |
MUNCY COLUMBIA FINANCIAL CORPORATION |
| |
|
| |
By: |
/s/ Robert J. Glunk |
| |
|
Robert J. Glunk, Executive Chairman |
| |
|
| |
JOURNEY BANK |
| |
|
| |
By: |
/s/ Robert J. Glunk |
| |
|
Robert J. Glunk, Executive Chairman |
| |
|
| |
|
/s/ Lance O. Diehl |
| |
|
Lance O. Diehl |
Muncy Columbia Financial Corporation 8-K
Exhibit 10.2
THIRD AMENDMENT TO
SUPPLEMENTAL EXECUTIVE RETIREMENT AGREEMENT
DATED APRIL 15, 2003
FOR
LANCE O. DIEHL
THIS THIRD AMENDMENT is adopted
this 10th day of December 2024 (the “Execution Date”) by and between Journey Bank (the “Bank”) and Lance O. Diehl
(the “Executive”), to be effective beginning one year following the Execution Date.
The Executive and Columbia County
Farmers National Bank entered into a Supplemental Executive Retirement Agreement dated April 15, 2003 (as amended, the “Agreement”)
to provide additional benefits to the Executive. The Bank subsequently acquired Columbia County Farmers National Bank and assumed all
of its rights and responsibilities under the Agreement. The Bank and the Executive now wish to increase the Agreement’s benefits,
delay certain benefit payments and cancel the endorsement split dollar portion of the Agreement.
Now, therefore, the Bank and the
Executive agree as follows:
Sections 2.1.1 and 2.1.2 of
the Agreement shall be deleted and replaced by the following:
2.1. Amount
of Benefit. The annual benefit under this Section 2.1 is Ninety Thousand Dollars ($90,000) per year if the Executive terminates employment
on the date the Executive reaches Normal Retirement Age. If the Executive continues in the employ of the Bank after reaching Normal Retirement
Age, the benefit shall increase at a monthly rate of .28709% (3.5% annually) until the earlier of (i) the Executive’s termination
of employment, or (ii) the date the Executive reaches age sixty-five (65). If the Executive terminates employment prior to reaching age
sixty-five (65), the Bank shall pay the Executive the applicable benefit amount as of the date of termination. If the Executive continues
in the employ of the Bank until age sixty-five (65), the annual benefit will be One Hundred Six Thousand Eight Hundred Ninety-Two Dollars
($106,892).
2.1.2
Payment of Benefit. The Bank shall pay the Executive the benefit in one hundred eighty (180) equal monthly installments
commencing the month following the month in which the Executive reaches age sixty-five (65); provided, however, that should the Executive
terminate within 12 months following the Execution Date, his payments shall commence at age sixty (60) and the amendment shall not apply.
Sections 2.3 of the Agreement
shall be deleted and replaced by the following:
2.3 Change
in Control Benefit. If the Executive is actively employed by Bank at the time of a Change of Control and the Change of Control occurs
before Normal Retirement Age, Bank shall pay to Executive the annual benefit of Ninety Thousand Dollars ($90,000) per year.
Article 3 of the Agreement shall be deleted and replaced
by the following:
Article 3
Death Benefits
3.1 Death
Before Termination of Employment, Change in Control and Age 65. If the Executive dies prior to termination of employment, Change in
Control and reaching age sixty-five (65), the Bank shall pay the Executive’s beneficiary the benefit described in Section 3.1.
3.1.1 Amount
of Benefit. The benefit under this Section 3.1.1 is the amount shown in the table below for the period ending immediately prior to
the date of the Executive’s death. Additionally, the annual benefit amount shall be increased by a pro-rated amount relative the
Executive’s service during the period in which the Executive’s death occurs.
| Period Ending |
Amount of Benefit |
| Prior to March 2025 |
$940,638 |
| March 2025 |
$950,928 |
| March 2026 |
$993,227 |
| March 2027 |
$1,027,338 |
| March 2028 |
$1,062,965 |
| March 2029 |
$1,100,177 |
| March 2030 |
$1,139,045 |
| March 2031 and After |
$1,179,643 |
3.1.2 Payment
of Benefit. The Bank shall pay this benefit to the Executive’s beneficiary in a lump sum within ninety (90) days following the
Executive’s death.
3.2 Death
after Commencement of Benefit Payments. If the Executive dies after benefit payments have commenced hereunder, but prior to receiving
all payments due and owing hereunder, the Bank shall pay the Executive’s beneficiary the same amounts at the same times as the Employer
would have paid the Executive had the Executive survived.
3.3 Death
after Change in Control or Termination of Employment but before Payments Commence. If the Executive dies (i) after a Change in Control
occurring before Normal Retirement Age, or (ii) after a termination of employment occurring after Normal Retirement Age, but in any case
before payments commence hereunder, the Bank shall pay the Executive’s beneficiary amount the Bank has accrued hereunder in a lump
sum within ninety (90) days following the Executive’s death.
The endorsement split dollar
appended to the Agreement is hereby terminated. The Executive acknowledges that no benefits shall be paid under the endorsement split
dollar and that any death benefits are to be paid only from the Agreement.
IN WITNESS WHEREOF, the Executive
and a duly authorized representative of the Bank have signed this Third Amendment.
| Executive |
|
Bank |
| |
|
|
| /s/ Lance O. Diehl |
|
By: |
/s/Robert J. Glunk |
|
|
Title: |
Executive Chairman |
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Muncy Columbia Financial (QX) (USOTC:CCFN)
Graphique Historique de l'Action
De Déc 2024 à Jan 2025
Muncy Columbia Financial (QX) (USOTC:CCFN)
Graphique Historique de l'Action
De Jan 2024 à Jan 2025
