Form 8-K - Current report

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

 

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FORM 8-K

 

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

 

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Date of Report (Date of earliest event reported): October 17, 2024

 

Eagle Bancorp Montana, Inc.
(Exact name of registrant as specified in its charter)

 

Delaware (State or other jurisdiction of incorporation)		1-34682 (Commission File Number)		27-1449820 (IRS Employer Identification No.)
1400 Prospect Ave. Helena, MT 59601 (Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: [phone]

 

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Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the reporting 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 Act:

 

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	EBMT	Nasdaq Global Market

 

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.          ☐

 

 

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Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

On October 17, 2024, the Boards of Directors of Eagle Bancorp Montana, Inc. (the “Company”) and Opportunity Bank of Montana, the Company’s wholly-owned subsidiary (the “Bank”) approved amendments to the Salary Continuation Agreements of Laura F. Clark, the Company’s President and Chief Executive Officer, Miranda J. Spaulding, the Company’s Senior Vice President and Chief Financial Officer, and Dale F. Field, the Company’s Senior Vice President and Chief Credit Officer.

 

The Fourth Amendment to the Salary Continuation Agreement of Ms. Clark provides an increase in the annual benefit under the Salary Continuation Agreement, from $26,500 to $46,000, effective November 1, 2024.

 

The First Amendment to the Salary Continuation Agreement of Ms. Spaulding provides an increase in the annual benefit under the Salary Continuation Agreement, from $95,000 to $99,500, effective November 1, 2024.

 

The Third Amendment to the Salary Continuation Agreement of Mr. Field provides an increase in the annual benefit under the Salary Continuation Agreement, from $70,000 to $89,000, effective November 1, 2024.

 

The foregoing description of the amendments to the Salary Continuation Agreements is qualified in its entirety by reference to the amendments, which are attached as Exhibits 10.1, 10.2 and 10.3 to this Current Report on Form 8-K and are incorporated herein by reference.

 

Item 9.01

Financial Statements and Exhibits

 

(d) The following exhibit is being filed herewith and this list shall constitute the exhibit index:

 

Exhibit No.	Description
10.1	Fourth Amendment to Salary Continuation Agreement between Opportunity Bank of Montana and Laura F. Clark adopted October 17, 2024.
10.2	First Amendment to Salary Continuation Agreement between Opportunity Bank of Montana and Miranda J. Spaulding adopted October 17, 2024.
10.3	Third Amendment to Salary Continuation Agreement between Opportunity Bank of Montana and Dale F. Field adopted October 17, 2024.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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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.

 

	EAGLE BANCORP MONTANA, INC.
Date: October 22, 2024	By:	/s/ Laura F. Clark
		Laura F. Clark
		President and Chief Executive Officer

 

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Exhibit 10.1

 

FOURTH AMENDMENT TO THE

SALARY CONTINUATION AGREEMENT

FOR

LAURA CLARK

 

THIS AMENDMENT (the “Amendment”) is adopted as of the 1^st day of November, 2024, by and between Opportunity Bank of Montana, located in Helena Montana (the “Employer”), and Laura Clark (the “Executive”).

 

The Employer and the Executive executed a Salary Continuation Agreement effective as of November 1, 2014 (as amended, the “Agreement”). The Company and the Executive now wish to increase the benefits provided to the Executive in the Agreement.

 

NOW, THEREFORE, the Employer and the Executive adopt the following amendments to the Agreement:

 

Section 2.1 of the Agreement shall be deleted in its entirety and replaced by the following:

 

2.1         Normal Retirement Benefit. Upon Separation from Service on or after Normal Retirement Age, the Employer shall pay the Executive an annual benefit in the amount shown on the table below in lieu of any other benefit hereunder. The annual benefit will be paid in equal monthly installments commencing the month following Separation from Service and continuing until the Executive’s death.

 

Date of Separation from Service		Annual Benefit
10/31/2025		$	33,150
10/31/2026		$	41,709
3/31/2027		$	46,000

 

Section 2.5 of the Agreement shall be deleted in its entirety and replaced by the following:

 

2.5         Death Prior to Commencement of Benefit Payments. In the event the Executive dies prior to Separation from Service, the Employer shall pay the Beneficiary an annual benefit in the amount of Forty-Six Thousand Dollars ($46,000) in lieu of any other benefit hereunder. The annual benefit will be paid in equal monthly installments commencing the month following the Executive’s death and continuing for fifteen (15) years.

 

IN WITNESS WHEREOF, the Executive and a duly authorized representative of the Employer have executed this Amendment as indicated below and as of the date above:

 

Executive:		Employer:
/s/ Laura F. Clark		By:	/s/ Rick Hays
		Its:	Board Chair

 

 

Exhibit 10.2

 

FIRST AMENDMENT TO

SALARY CONTINUATION AGREEMENT

FOR

MIRANDA SPAULDING

 

THIS AMENDMENT (the “Amendment”) is adopted as of the 1^st day of November 2024, by and between Opportunity Bank of Montana, located in Helena Montana (the “Employer”), and Miranda Spaulding (the “Executive”).

 

The Employer and the Executive executed a Salary Continuation Agreement effective as of October 1, 2022 (the “Agreement”). The Employer and the Executive now wish to increase the Agreement’s benefits.

 

NOW, THEREFORE, the Employer and the Executive adopt the following amendment to the Agreement:

 

Section 2.1 shall be deleted in its entirety and replaced by the following:

 

2.1         Normal Retirement Benefit. Upon Separation from Service after Normal Retirement Age, the Employer shall pay the Executive an annual benefit in the amount of Ninety-Nine Thousand Five Hundred Dollars ($99,500) in lieu of any other benefit hereunder. The annual benefit will be paid in equal monthly installments commencing the month following Separation from Service and continuing until the Executive’s death.

 

Section 2.5 shall be deleted in its entirety and replaced by the following:

 

2.5         Death Prior to Commencement of Benefit Payments. In the event the Executive dies prior to Separation from Service, the Employer shall pay the Beneficiary an annual benefit in the amount of Ninety-Nine Thousand Five Hundred Dollars ($99,500) in lieu of any other benefit hereunder. The annual benefit will be paid in equal monthly installments commencing the month following the Executive’s death and continuing for fifteen (15) years.

 

The Schedule A originally attached to the Agreement shall be removed and replaced by the Schedule A attached hereto.

 

IN WITNESS WHEREOF, the Executive and a representative of the Employer have executed this Amendment as indicated below and as of the date above:

 

 

Executive:		Employer:
/s/ Miranda Spaulding		By:	/s/ Laura F. Clark
		Its:	President/CEO

 

 

Exhibit 10.3

 

THIRD AMENDMENT TO

SALARY CONTINUATION AGREEMENT

FOR

DALE FIELD

 

THIS AMENDMENT (the “Amendment”) is adopted as of the 1^st day of November, 2024, by and between Opportunity Bank of Montana, located in Helena Montana (the “Employer”), and Dale Field (the “Executive”).

 

The Employer and the Executive executed a Salary Continuation Agreement effective as of November 1, 2014 (as amended, the “Agreement”). The Employer and the Executive now wish to increase the Agreement’s benefits.

 

NOW, THEREFORE, the Employer and the Executive adopt the following amendment to the Agreement:

 

Section 2.1 shall be deleted in its entirety and replaced by the following:

 

2.1         Normal Retirement Benefit. Upon Separation from Service after Normal Retirement Age, the Employer shall pay the Executive an annual benefit in the amount of Eighty-Nine Thousand Dollars ($89,000) in lieu of any other benefit hereunder. The annual benefit will be paid in equal monthly installments commencing the month following Separation from Service and continuing until the Executive’s death.

 

Section 2.5 shall be deleted in its entirety and replaced by the following:

 

2.5         Death Prior to Commencement of Benefit Payments. In the event the Executive dies prior to Separation from Service, the Employer shall pay the Beneficiary an annual benefit in the amount of Eighty-Nine Thousand Dollars ($89,000) in lieu of any other benefit hereunder. The annual benefit will be paid in equal monthly installments commencing the month following the Executive’s death and continuing for fifteen (15) years.

 

The Schedule A originally attached to the Agreement shall be removed and replaced by the Schedule A attached hereto.

 

IN WITNESS WHEREOF, the Executive and a representative of the Employer have executed this Amendment as indicated below and as of the date above:

 

 

Executive:		Employer:
/s/ Dale Field		By:	/s/ Laura F. Clark
		Its:	President/CEO

 

 

 

Document And Entity Information	Oct. 17, 2024
Document Information [Line Items]
Entity, Registrant Name	Eagle Bancorp Montana, Inc.
Document, Type	8-K
Document, Period End Date	Oct. 17, 2024
Entity, Incorporation, State or Country Code	DE
Entity, File Number	1-34682
Entity, Tax Identification Number	27-1449820
Entity, Address, Address Line One	1400 Prospect Ave.
Entity, Address, City or Town	Helena
Entity, Address, State or Province	MT
Entity, Address, Postal Zip Code	59601
City Area Code	406
Local Phone Number	442-3080
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	EBMT
Security Exchange Name	NASDAQ
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0001478454

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