DNB FINANCIAL CORP /PA/ - FORM 8-K - October 28, 2011
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| EX-99.1 - EXHIBIT 99.1 - DNB FINANCIAL CORP /PA/ | ex99-1.htm | |||||
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
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Date of Report (Date of Earliest Event Reported):
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October 25, 2011
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DNB FINANCIAL CORPORATION
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(Exact name of registrant as specified in its charter)
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Pennsylvania
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1-34242
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23-2222567
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_____________________
(State or other jurisdiction
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(Commission
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(I.R.S. Employer
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of incorporation)
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File Number)
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Identification No.)
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4 Brandywine Avenue, Downingtown, Pennsylvania
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19335
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code:
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(610) 269-1040
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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. below):
[ ] 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))
Item 5.02. Departure of Directors or certain Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 25, 2011, the Board of Directors of DNB Financial Corporation and its wholly owned subsidiary DNB First National Association approved an amendment to the change of control agreements for the following executives: William S. Latoff, William J. Hieb, Albert J. Melfi, Gerald F. Sopp and Bruce E. Moroney. This amendment cancels the amendment to the change of control agreements dated December 16, 2009, which modified the change of control agreements to comply with certain provisions of the Emergency Economic Stabilization Act of 2008 (“EESA”), the American Recovery Reinvestment Act of 2009 (“ARRA”) and the provisions of the Interim Final Rule on “TARP Standards for Compensation and Corporate Governance” published by the United States Treasury Department (“UST”) on June 15, 2009. The Company has repaid all funds received pursuant to the EESA and the ARRA, and as a result, the TARP provisions no longer apply to the executive’s compensation and benefits. The Amendment is in the form shown in Exhibit 99.1, which is incorporated herein by reference as if set forth in full.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits. The following exhibit is furnished herewith:
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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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DNB FINANCIAL CORPORATION
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October 28 , 2011
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By:
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/s/ Gerald F. Sopp
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Name: Gerald F. Sopp
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Title: Chief Financial Officer and Executive Vice President
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Exhibit Index
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Exhibit No.
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Description
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