8-K
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): April
22, 2008 (April 17, 2008)
RURBAN
FINANCIAL CORP.
(Exact
name of registrant as specified in its charter)
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Ohio
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0-13507
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34-1395608
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(State
or other jurisdiction
of
incorporation or organization)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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401
Clinton Street, Defiance, Ohio 43512
(Address
of principal executive offices) (Zip Code)
(419)
783-8950
(Registrant’s
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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| o |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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| 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
1.01. Entry into a Material Definitive Agreement.
The
25th
Annual
Meeting of Shareholders (the “Annual Meeting”) of Rurban Financial Corp. (the
“Company”) was held on April 17, 2008. At the Annual Meeting, the shareholders
of the Company approved the Rurban Financial Corp. 2008 Stock Incentive Plan
(the “2008 Plan”). Upon the recommendation of its Compensation Committee, the
Board of Directors of the Company had adopted the 2008 Plan on January 16,
2008,
subject to approval by the shareholders of the Company.
The
2008
Plan authorizes the grant or award of Incentive Stock Options, Nonqualified
Stock Options, Stock Appreciation Rights and Restricted Stock to employees,
directors and advisory board members of the Company and its subsidiaries.
Subject to certain adjustments set forth in the 2008 Plan, a maximum of 250,000
common shares of the Company will be authorized for issuance to participants
pursuant to awards under the 2008 Plan.
A
description of the material terms of the 2008 Plan was included under the
heading “PROPOSAL NO. 2 - APPROVAL
OF RURBAN FINANCIAL CORP. 2008 STOCK INCENTIVE PLAN”
in
the
Company’s definitive proxy statement for the Annual Meeting, as filed with the
Securities and Exchange Commission on February 25, 2008, and is incorporated
herein by reference. A copy of the 2008 Plan is filed as Exhibit 10 to this Current Report on Form 8-K.
Item
2.02. Results of Operations and Financial Condition.
On
April
18, 2008, the Company hosted a conference call and webcast to discuss its
financial results for the first quarter ended March 31, 2008. A copy of the
transcript for the conference call and webcast is furnished as Exhibit 99.1 and is incorporated herein by
reference.
The
information in this Item 2.02, including Exhibit 99.1
furnished herewith, is being furnished and shall not be deemed to be “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange
Act”) or otherwise subject to the liabilities of that Section, nor shall such
information be deemed to be incorporated by reference in any registration
statement or other document filed under the Securities Act of 1933 (the
“Securities Act”) or the Exchange Act, except as otherwise stated in such
filing.
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, the Company’s shareholders failed to adopt a proposed amendment
to Section 2.01 of the Company’s Amended and Restated Regulations which would
have removed the 70-year age limit with respect to a person’s election or
re-election as a director of the Company. As a result, John Fahl was not
eligible to stand for re-election as a director of the Company at the Annual
Meeting and the number of directors of the Company was reduced from eleven
to
ten in accordance with Section 2.01 of the Regulations. The reduction in the
size of the Company’s Board of Directors, which was contingent upon the failure
of the shareholders to adopt the proposed amendment to Section 2.01 of the
Company’s Amended and Restated Regulations, was described under the heading
“ELECTION OF DIRECTORS” in the Company’s definitive proxy statement for the
Annual Meeting, as filed with the Securities and Exchange Commission on February
25, 2008.
Item
7.01. Regulation FD Disclosure.
At
the
Annual Meeting on April 17, 2008, the Company provided an overview of the
results for the first fiscal quarter ended March 31, 2008, discussed trends
in
the Company’s performance and stock price
and
issued guidance regarding strategies for the 2008 fiscal year. A copy of the
materials presented at the Annual Meeting is furnished as Exhibit 99.2 and is incorporated herein by
reference.
The
information in this Item 7.01, including Exhibit 99.2
furnished herewith, is being furnished and shall not be deemed to be “filed” for
purposes of Section 18 of the Exchange Act or otherwise subject to the
liabilities of that Section, nor shall such information be deemed to be
incorporated by reference in any registration statement or other document filed
under the Securities Act or the Exchange Act, except as otherwise stated in
such
filing.
Item
8.01. Other Events.
At
the
Annual Meeting, the Company’s shareholders failed to adopt a proposed amendment
to Section 2.01 of the Company’s Amended and Restated Regulations which would
have removed the 70-year age limit with respect to a person’s election or
re-election as a director of the Company.
At
the
Annual Meeting, each of the following directors was re-elected by the
shareholders of the Company to serve for a three-year term expiring in 2011:
John R. Compo; Robert A. Fawcett, Jr.; and Rita A. Kissner.
Item
9.01. Financial Statements and Exhibits.
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Exhibit
No.
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Description
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Rurban
Financial Corp. 2008 Stock Incentive Plan
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Transcript
of conference call and webcast conducted on April 18, 2008
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Materials
presented at the 25th
Annual Meeting of Shareholders held on April 17,
2008
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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.
RURBAN
FINANCIAL CORP.
Dated:
April 22, 2008
Duane
L.
Sinn
Executive
Vice President and Chief Financial Officer
INDEX
TO
EXHIBITS
Current
Report on Form 8-K
Dated
April 22, 2008
Rurban
Financial Corp.
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Exhibit
No.
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Description
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Rurban
Financial Corp. 2008 Stock Incentive Plan
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Transcript
of conference call and webcast conducted on April 18, 2008
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Materials
presented at the 25th
Annual Meeting of Shareholders held on April 17, 2008
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