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): December 14, 2009
(December 9, 2009)
CROGHAN BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
0-20159
(Commission File Number)
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OHIO
(State or other jurisdiction of
incorporation)
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31-1073048
(IRS Employer
Identification No.)
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323 CROGHAN STREET, FREMONT, OHIO
(Address of principal executive offices)
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43420
(Zip Code)
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(419) 332-7301
(Registrants telephone number, including area code)
NOT APPLICABLE
(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)
o
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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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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On
December 8, 2009, Steven C. Futrell, President, Chief Executive
Officer, and a director of
Croghan Bancshares, Inc. (Croghan) and The Croghan Colonial Bank (the Bank), informed the Board
of Directors that he will be retiring on August 31, 2010. Mr. Futrell has served as President,
Chief Executive Officer, and a director of Croghan and the Bank since May 2001. The Board of
Directors of Croghan has started the process of identifying a new President and Chief Executive
Officer and expects to announce Mr. Futrells successor in the near future. A press release
announcing Mr. Futrells retirement is attached hereto as Exhibit 99.1 and is incorporated herein
by reference.
Croghan and Mr. Futrell have entered into a Retirement Agreement and General Release (the
Retirement Agreement), which sets forth certain covenants and agreements relating to Mr.
Futrells retirement from Croghan and the Bank. Mr. Futrells existing Employment Agreement dated
as of August 29, 2007, as amended, will continue to govern his employment with Croghan, including
the compensation and benefits payable to Mr. Futrell, until his retirement on August 31, 2010.
Pursuant to the terms of the Retirement Agreement, Mr. Futrell will receive a lump sum payment
on September 1, 2010 in the amount of $72,000, plus reimbursement for any earned, but unused,
vacation days as of his retirement date. In addition, Mr. Futrell will continue to participate in
Croghans group health plan at no cost to him until November 30, 2010, and Mr. Futrells wife will
continue to participate in Croghans group health plan at no cost to her until she attains age 65
(provided that, in the event that Mr. Futrells wife may not continue her participation in
Croghans group health plan during this entire time period, Croghan will instead contribute toward
the purchase of an individual health insurance policy for
Mr. Futrells wife). For the period
beginning on December 1, 2010 and ending on February 28, 2012, Croghan will pay the monthly premium
for a Medicare supplemental insurance policy covering Mr. Futrell. Beginning on September 1, 2010,
Mr. Futrell will continue to be covered under any and all life insurance policies maintained by
Croghan on Mr. Futrells life as of his retirement date (to the extent permissible under the terms
of such policies), provided that Mr. Futrell will be responsible for paying all premiums on such
policies. From September 1, 2010 through December 31, 2010, Croghan will continue to pay the fees
required to allow Mr. Futrell to retain his memberships in the Fremont Country Club and the Catawba
Island Club.
Pursuant to the terms of the Retirement Agreement, Mr. Futrell has agreed to make himself
available, on an as-needed basis, from September 1, 2010 through December 31, 2010 to answer any
questions or to address any issues required to allow a transition of his duties and
responsibilities to the successor President and Chief Executive Officer of Croghan.
Consistent with Mr. Futrell existing Employment Agreement, Mr. Futrell will be subject to
covenants (a) regarding the use and disclosure of confidential and proprietary information of
Croghan and (b) prohibiting Mr. Futrell from serving as a director, officer, employee,
representative, or in any other capacity with any bank or financial institution located within a
50-mile radius of Fremont, Ohio, or soliciting any customer or employee of Croghan, for a period of
12 months following his retirement.
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