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):
March 17, 2015
HF FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
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Delaware | 0-19972 | 46-0418532 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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225 South Main Avenue Sioux Falls, SD
(Address of principal executive offices) | 57104 (Zip Code) |
(605) 333-7556
(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 (see General Instruction A.2):
[ ] 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))
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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. |
(e) Compensatory Arrangements of Certain Officers
On March 17, 2015, HF Financial Corp. (the “Company”), acting through its wholly owned subsidiary, Home Federal Bank (the “Bank”), entered into renewal addendums to employment agreements with its existing named executive officers: Stephen M. Bianchi, Jon M. Gadberry, Brent R. Olthoff and Michael Westberg. The renewals extend the employment terms for all four executives for an additional year. The employment agreements with Messrs. Gadberry, Olthoff and Westberg were previously set to expire on June 30, 2015 and will now continue in effect until June 30, 2016. The employment agreement with Mr. Bianchi was previously set to expire on June 30, 2016 and will now continue in effect until June 30, 2017. Aside from extending the employment terms, there were no changes made to the executive employment agreements, and the executives will continue to be compensated pursuant to the previously disclosed employment agreements. For a description of the material terms of the Company’s employment agreements with its named executive officers, please refer to our proxy statement filed with the Securities and Exchange Commission on October 15, 2014.
The description of the renewal addendums between the Bank and the executives are qualified in their entirety by reference to such agreements, which are attached hereto as Exhibits 10.1 through 10.4 and are incorporated by reference herein.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits:
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10.1 | Renewal Addendum No. 1 to Second Amended and Restated Employment Agreement between Stephen M. Bianchi and Home Federal Bank, dated March 17, 2015. |
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10.2 | Renewal Addendum No. 2 to Employment Agreement between Jon M. Gadberry and Home Federal Bank, dated March 17, 2015. |
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10.3 | Renewal Addendum No. 2 to Employment Agreement between Brent R. Olthoff and Home Federal Bank, dated March 17, 2015. |
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10.4 | Renewal Addendum No. 2 to Employment Agreement between Michael Westberg and Home Federal Bank, dated March 17, 2015. |
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.
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| HF Financial Corp. (Registrant) |
Date: March 20, 2015 | By: /s/ Stephen M. Bianchi Stephen M. Bianchi, President and Chief Executive Officer (Duly Authorized Officer)
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Date: March 20, 2015 | By: /s/ Brent R. Olthoff Brent R. Olthoff, Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)
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RENEWAL ADDENDUM NO. 1 TO SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT
This Renewal Addendum No. 1 is made this 17th day of March, 2015, to the Second Amended and Restated Employment Agreement between Stephen M. Bianchi (the “Employee”) and Home Federal Bank, a South Dakota state chartered bank (the “Bank”), dated March 13, 2014 (the “Employment Agreement”). The Board of Directors of the Bank and of HF Financial Corp., the parent company of the Bank, have authorized the Chairman of the Bank’s Board of Directors to execute this Renewal Addendum No. 1 on behalf of the Bank.
WHEREAS, the term of the Employment Agreement expires on June 30, 2016, unless renewed by mutual agreement of Employee and the Bank; and
WHEREAS, the Employment Agreement may be renewed for not less than one year by providing notice thereof no later than ninety (90) days prior to the end of the then existing term; and
WHEREAS, Employee and the Bank do mutually agree to renew the term of the Employment Agreement.
NOW, THEREFORE, in consideration of the foregoing and of paragraph 1 of the Employment Agreement, the parties agree as follows:
1. The term of the Employment Agreement is hereby renewed and the Employment Agreement shall continue in effect through June 30, 2017.
IN WITNESS WHEREOF, Employee and the Bank have executed this Renewal Addendum No. 1 effective as of the day and year first above written.
EMPLOYEE HOME FEDERAL BANK
/s/ Stephen M. Bianchi /s/ Michael M. Vekich
Stephen M. Bianchi By: Michael M. Vekich
Its: Chairman of the Board
RENEWAL ADDENDUM NO. 2 TO EMPLOYMENT AGREEMENT
This Renewal Addendum No. 2 is made this 17th day of March, 2015, to the Employment Agreement between Jon M. Gadberry (the “Employee”) and Home Federal Bank, a South Dakota state chartered bank (the “Bank”), dated March 27, 2013 (the “Employment Agreement”). The Board of Directors of the Bank and of HF Financial Corp., the parent company of the Bank, have authorized the Chairman of the Bank’s Board of Directors to execute this Renewal Addendum No. 2 on behalf of the Bank.
WHEREAS, the term of Employment Agreement, as extended by Renewal Addendum No. 1 to Employment Agreement dated March 13, 2014, expires on June 30, 2015, unless renewed by mutual agreement of Employee and the Bank; and
WHEREAS, the Employment Agreement may be renewed for not less than one year by providing notice thereof no later than ninety (90) days prior to the end of the then existing term; and
WHEREAS, Employee and the Bank do mutually agree to renew the term of the Employment Agreement.
NOW, THEREFORE, in consideration of the foregoing and of paragraph 1 of the Employment Agreement, the parties agree as follows:
1. The term of the Employment Agreement is hereby renewed and the Employment Agreement shall continue in effect through June 30, 2016.
IN WITNESS WHEREOF, Employee and the Bank have executed this Renewal Addendum No. 2 effective as of the day and year first above written.
EMPLOYEE HOME FEDERAL BANK
/s/ Jon M. Gadberry /s/ Michael M. Vekich
Jon M. Gadberry By: Michael M. Vekich
Its: Chairman of the Board
RENEWAL ADDENDUM NO. 2 TO EMPLOYMENT AGREEMENT
This Renewal Addendum No. 2 is made this 17th day of March, 2015, to the Employment Agreement between Brent R. Olthoff (the “Employee”) and Home Federal Bank, a South Dakota state chartered bank (the “Bank”), dated March 27, 2013 (the “Employment Agreement”). The Board of Directors of the Bank and of HF Financial Corp., the parent company of the Bank, have authorized the Chairman of the Bank’s Board of Directors to execute this Renewal Addendum No. 2 on behalf of the Bank.
WHEREAS, the term of Employment Agreement, as extended by Renewal Addendum No. 1 to Employment Agreement dated March 13, 2014, expires on June 30, 2015, unless renewed by mutual agreement of Employee and the Bank; and
WHEREAS, the Employment Agreement may be renewed for not less than one year by providing notice thereof no later than ninety (90) days prior to the end of the then existing term; and
WHEREAS, Employee and the Bank do mutually agree to renew the term of the Employment Agreement.
NOW, THEREFORE, in consideration of the foregoing and of paragraph 1 of the Employment Agreement, the parties agree as follows:
1. The term of the Employment Agreement is hereby renewed and the Employment Agreement shall continue in effect through June 30, 2016.
IN WITNESS WHEREOF, Employee and the Bank have executed this Renewal Addendum No. 2 effective as of the day and year first above written.
EMPLOYEE HOME FEDERAL BANK
/s/ Brent R. Olthoff /s/ Michael M. Vekich
Brent R. Olthoff By: Michael M. Vekich
Its: Chairman of the Board
RENEWAL ADDENDUM NO. 2 TO EMPLOYMENT AGREEMENT
This Renewal Addendum No. 2 is made this 17th day of March, 2015, to the Employment Agreement between Michael Westberg (the “Employee”) and Home Federal Bank, a South Dakota state chartered bank (the “Bank”), dated March 27, 2013 (the “Employment Agreement”). The Board of Directors of the Bank and of HF Financial Corp., the parent company of the Bank, have authorized the Chairman of the Bank’s Board of Directors to execute this Renewal Addendum No. 2 on behalf of the Bank.
WHEREAS, the term of Employment Agreement, as extended by Renewal Addendum No. 1 to Employment Agreement dated March 13, 2014, expires on June 30, 2015, unless renewed by mutual agreement of Employee and the Bank; and
WHEREAS, the Employment Agreement may be renewed for not less than one year by providing notice thereof no later than ninety (90) days prior to the end of the then existing term; and
WHEREAS, Employee and the Bank do mutually agree to renew the term of the Employment Agreement.
NOW, THEREFORE, in consideration of the foregoing and of paragraph 1 of the Employment Agreement, the parties agree as follows:
1. The term of the Employment Agreement is hereby renewed and the Employment Agreement shall continue in effect through June 30, 2016.
IN WITNESS WHEREOF, Employee and the Bank have executed this Renewal Addendum No. 2 effective as of the day and year first above written.
EMPLOYEE HOME FEDERAL BANK
/s/ Michael Westberg /s/ Michael M. Vekich
Michael Westberg By: Michael M. Vekich
Its: Chairman of the Board
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