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RIVR > SEC Filings for RIVR > Form 8-K on 17-Apr-2014All Recent SEC Filings

Show all filings for RIVER VALLEY BANCORP

Form 8-K for RIVER VALLEY BANCORP


17-Apr-2014

Change in Directors or Principal Officers, Submission of Matters to a Vote o


Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the Annual Meeting of Shareholders of the Company held April 16, 2014, the shareholders approved and ratified the River Valley Bancorp 2014 Stock Option and Incentive Plan (the "2014 Option Plan") previously approved by the Company's Board of Directors. A copy of the 2014 Option Plan was filed as Appendix A to the Company's definitive proxy statement filed with the Securities and Exchange Commission on March 18, 2014. A copy of the 2014 Option Plan also is attached to this Report as Exhibit 10.1.

The number of shares reserved for issuance under the 2014 Option Plan is 150,000 shares of the Company's Common Stock, without par value. Subject to the terms of the 2014 Option Plan, the Stock Compensation Committee of the Company's Board of Directors has sole authority to administer the 2014 Option Plan, including, without limitation: selecting participants, determining the terms of the awards to be granted, establishing rules and procedures to administer the 2014 Option Plan, and interpreting the 2014 Option Plan. Employees and directors of the Company and its subsidiaries are eligible to participate in the 2014 Option Plan.

The 2014 Option Plan provides for the grant of any or all of the following types of awards: (1) stock options, including incentive stock options and non-qualified stock options; (2) stock appreciation rights; (3) restricted stock; (4) unrestricted stock; and (5) performance shares or performance units. Awards may be granted singly or in combination as determined by the Stock Compensation Committee.

Stock Options. No incentive stock option granted under the 2014 Option Plan may be exercised more than ten years after the date of grant (or, in the case of a holder of 10% or more of the Company's voting stock, five years). Non-qualified stock options may be exercised during such period as the Stock Compensation Committee determines at the time of grant. The exercise price of an incentive stock option will not be less than 100% (or in the case of a holder of 10% or more of the Company's voting stock, 110%) of the fair market value of the Common Stock on the date the option is granted. The Stock Compensation Committee will establish the exercise price of options that do not qualify as incentive stock options (non-qualified stock options) at the time the options are granted that is no less than the fair market value of the stock at the time the options are granted. To exercise an option, the participant must provide written notice to the Company. The option price may, at the sole discretion of the Stock Compensation Committee, be paid by a participant in cash or shares of Common Stock owned by the participant for at least six months or any combination thereof. Under certain circumstances, the 2014 Option Plan permits optionees to exercise their options by delivering a notice to their broker to deliver to the Company the total option price in cash and the amount of any taxes to be withheld from the optionee's compensation as a result of any withholding tax obligation of the Company.

Recipients of non-qualified stock option grants will enter into a Nonqualified Stock Option Agreement in the form attached hereto as Exhibit 10.2. Recipients of incentive stock option grants will enter into an Incentive Stock Option Agreement in the form attached hereto as Exhibit 10.3.

Stock Appreciation Rights (SARs). The 2014 Option Plan authorizes the Stock Compensation Committee to grant a Stock Appreciation Right (SAR) independently of, or in tandem with, a stock option. Proceeds from SAR exercises will be paid in shares of Common Stock or in cash or a combination thereof, all in the discretion of the Stock Compensation Committee.

Restricted Stock. While restricted stock awarded under the 2014 Option Plan would be subject to forfeiture provisions and transfer restrictions for a period of time, the 2014 Option Plan does not set forth any minimum or maximum duration for such provisions and restrictions. Pending the lapse of such forfeiture provisions and transfer restrictions, certificates representing the restricted shares would be held by the Company, but the grantee generally would have all the rights of a shareholder, including the right to vote the shares and the right to receive all dividends thereon. The Stock Compensation Committee may also condition the vesting of restricted stock on the attainment of specified performance goals. Recipients of restricted stock awards will enter into an Agreement for Restricted Stock Granted Under the River Valley Bancorp 2014 Stock Option and Incentive Plan in the form attached hereto as Exhibit 10.4.

Unrestricted Stock. The Stock Compensation Committee may award shares of Common Stock to participants without restrictions or payment therefor as consideration for service to the Company or other reasons as the Stock Compensation Committee determines appropriate.

Performance Shares or Performance Units. The Stock Compensation Committee may grant awards of performance shares or performance units which may be earned by a participant, in whole or in part, if certain goals established by the Stock Compensation Committee (including net income, operating income, return on equity or assets, earnings per share, cash flow, cost control, share price, revenues, market share, and total return to shareholders) are achieved over a designated period of time. The Stock Compensation Committee shall have the discretion to satisfy a participant's performance shares or performance units by delivery of cash or Common Stock or any combination thereof.

In general, if the employment of a recipient of restricted stock is involuntarily terminated within 18 months following a "change in control" (as defined in the 2014 Option Plan) of the Company, the forfeiture provisions and transfer restrictions applicable to such stock lapse and the stock will become fully vested with the recipient. If the employment of a recipient of performance shares or performance units is involuntarily terminated within 18 months following a change in control, the recipient will be entitled to a pro rata payment with respect to such award to the same extent as if the recipient died or became disabled, subject to compliance with certain provisions of the Internal Revenue Code of 1986, as amended. For purposes of the foregoing, a change of control includes a person or persons acquiring 25% or more of the Company's outstanding shares, a transaction resulting in the current directors of the Company ceasing to constitute a majority of the Board, and shareholder approval of a transaction in which the Company ceases to be an independent publicly-owned entity or in which the Company sells all or substantially all of its assets.


In the event of a tender offer or exchange offer for Common Stock (other than by the Company) or upon the occurrence of certain other events constituting a change in control, all option awards granted under the 2014 Option Plan shall become exercisable in full, unless previously exercised or terminated.

No awards have been granted under the 2014 Option Plan. The awards to be granted under the 2014 Option Plan in the future are not determinable.



Item 5.07 Submission of Matters to a Vote of Security Holders

On April 16, 2014, the Corporation held the Annual Meeting of Shareholders pursuant to due notice. Two directors were elected to the following terms, by the following votes. Holders of a total of 1,404,460 shares were present in person or by proxy at the meeting.

                           Expiration                      Votes
     Director               of Term       Votes For       Withheld     Broker Non-Votes

     Michael J. Hensley       2017         908,394         12,706          483,360
     Lillian Sue              2017         907,163         13,937          483,360
     Livers, M.S., R.D.

The proposition described below, having received a vote, in person or by proxy, of a majority of the votes cast and entitled to vote on such proposition, was declared to be duly adopted by the shareholders of the Corporation.

                                            For          Against        Abstain

     Approval and ratification of the
     River Valley Bancorp 2014 Stock
     Option and Incentive Plan            839,105         81,505          490

The proposition described below, having received a vote, in person or by proxy, of more favorable votes than votes cast against the proposition, was declared to be duly adopted by the shareholders of the Corporation.

                                            For          Against        Abstain

     Approval and ratification of the    1,376,769        24,858         2,833
     appointment of BKD, LLP as
     auditors for River Valley
     Bancorp for the year ended
     December 31, 2014

The proposition described below, having received an advisory vote, in person or by proxy, of more favorable votes than votes cast against the proposition, was declared to have been adopted:

                              For          Against        Abstain      Broker Non-Votes

     Approval, on an        866,525         50,881         3,694           483,360
     advisory basis, of
     compensation paid
     to executive
     officers of the
     Corporation as
     disclosed in the
     proxy statement



Item 9.01 Financial Statements and Exhibits.

     (c) Exhibits

     Exhibit No.   Description
        10.1       River Valley Bancorp 2014 Stock Option and Incentive Plan
        10.2       Form of Nonqualified Stock Option Agreement
        10.3       Form of Incentive Stock Option Agreement
        10.4       Form of Agreement for Restricted Stock Granted Under the River
                   Valley Bancorp 2014 Stock Option and Incentive Plan


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