DNBF DNB Financial Corporation

 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

 

DNB Financial Corporation

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(Exact name of registrant as specified in its charter)

 

Not Applicable

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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:

 

 

 

 

 

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

On January 13, 2016, the Board of Directors of DNB Financial Corporation and its wholly owned subsidiary, DNB First, National Association (the "Company") appointed Director James H. Thornton as interim Chairperson.  In addition, the Board of Directors appointed William J. Hieb, Director, President and Chief Risk & Credit Officer to serve as the Company's interim Chief Executive Officer.

Mr. Thornton has been a Director since 1995. He is presently Chairman of the Audit Committee and the Benefits & Compensation Committee and serves on the Executive Committee. Mr. Thornton is the President of Thornton Consulting, a hospital and healthcare consulting firm, which he established in February 2009. From December 2006 to December 2008, Mr. Thornton was the CEO of John Dempsey Hospital of the University of Connecticut Health Center and was the Interim Chief Operating Officer of the Connecticut Children's Medical Center from December 2005 to December 2006. From July 1994 to December 2000, Mr. Thornton was the Chief Executive Officer of Brandywine Health System.

Mr. Hieb has over 37 years of commercial banking experience involving lending, credit administration and wealth management. Mr. Hieb has been a Director of the Corporation since 2005 and a Director of the Bank since 2004. Mr. Hieb has served as President and Chief Risk & Credit Officer of the Corporation and the Bank since April 2011. Prior to that, Mr. Hieb served as President and Chief Operating Officer of the Corporation and the Bank since January 2005. Mr. Hieb is presently Chairman of the Wealth Management Committee and a member of the Board Loan Committee.

On January 13, 2016, the Board of Directors elected Mary D. Latoff as director of DNB Financial Corporation and its subsidiary, DNB First, National Association. Ms. Latoff will serve in the class of directors whose term expires in 2016.

 

Ms. Latoff is a former financial officer for Chester County's Department of Human Services and has held various positions with the Chester County Youth Center.

There are no arrangements or understandings between Ms. Latoff and any other person or persons pursuant to which Ms. Latoff was elected as Director, and there is no family relationship between Ms. Latoff and any other director or executive officer of the Company or any person nominated or chosen by the Company to become a director or executive officer. There are no transactions between the Company and Ms. Latoff that are reportable pursuant to Item 404(a) of Regulation S-K. The Company did not enter into or materially amend any material plan, contract or arrangement with Ms. Latoff in connection with her election as Director.  Ms. Latoff will be eligible to receive director fees and participate in any Company plans available to a director.

 A copy of the press release is attached hereto as Exhibit 99.1, and is incorporated herein by reference.

Item 8.01 Other Events

The information provided above in response to Item 5.02 of this Current Report on Form 8-K is also responsive to Item 8.01 of this Current Report on Form 8-K and is hereby incorporated by reference into this Item 8.01.

 

Item 9.01 Financial Statements and Exhibits

(c) Exhibits. The following exhibit is furnished herewith:

 

 

 

 

 

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.

 

 

 

 

 

 

 

Exhibit Index

 

 

 

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DNB Financial Corporation

For further information, please contact:

Jonathan T. McGrain

SVP, Director of Sales and Marketing

(484) 359-3221

DNB Financial Corporation Names William J. Hieb Interim Chief Executive Officer

James H. Thornton Appointed Interim Chairman of the Board; Mary D. Latoff Elected Director

DOWNINGTOWN, Pa. —  January 13, 2016 — DNB Financial Corporation (NASDAQ: DNBF), today announced that William J. Hieb, 59, the company's president, has been appointed interim chief executive officer, following the death of William S. Latoff on Monday. The company also announced that James H. Thornton has been appointed interim chairperson of the Board of Directors, and that Mary D. Latoff has been elected as a director.

With more than 37 years of commercial banking experience, including lending, credit administration and wealth management, Mr. Hieb has served as president of the company since 2005, and as chief risk and credit officer since 2011. He has also been a director of the company since 2005.

Mr. Thornton has served as a director of the company since 1995. He is president of Thornton Consulting, a hospital and healthcare consulting firm, and was previously chief executive officer of Brandywine Health System.

Ms. Latoff is a former financial officer for Chester County's Department of Human Services and has held various positions with the Chester County Youth Center.

Mr. Thornton said,"We are very fortunate to be able to call upon Bill Hieb, who has worked closely with Bill Latoff for more than a decade, to lead DNB on an interim basis. With his tremendous knowledge and experience, Bill will provide strategic direction and continuity, and allow the Board to conduct a comprehensive and thoughtful review to identify the most qualified candidate to serve as CEO on a long-term basis. We expect the review process to be completed within six months."

 

 

"We are also pleased to welcome Mary Latoff to the Board, and grateful that she will continue to represent her family's interest in DNB, while playing a critical role in shaping the future of our institution," said Mr. Thornton."Among her accomplishments is financial experience with government and non-profit agencies in our region. Along with her husband Bill, Mary has supported a number of philanthropic organizations."

"Over the past 12 years, I've had the extraordinary privilege of working with Bill Latoff and helping him build a prudent, responsive banking franchise that today offers a full range of financial solutions for consumers and businesses. I appreciate the Board's confidence in me and I look forward to working with our leadership team and all of my colleagues at DNB to continue to execute our strategic plan," said Mr. Hieb.

About DNB Financial Corporation

DNB Financial Corporation is a bank holding company whose bank subsidiary, DNB First, National Association, is a community bank headquartered in Downingtown, Pennsylvania with 12 locations. DNB First, which was founded in 1860, provides a broad array of consumer and business banking products, and offers brokerage and insurance services through DNB Investments & Insurance, and investment management services through DNB Investment Management & Trust. DNB Financial Corporation's shares are traded on Nasdaq's Capital Market under the symbol: DNBF. We invite our customers and shareholders to visit our website at https://www.dnbfirst.com. DNB's Investor Relations site can be found at http://investors.dnbfirst.com/.

 

 

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