Item 2.02. Results of Operation and Financial Condition
OnJanuary 26, 2023 ,Colony Bankcorp, Inc. (the "Company") issued a press release announcing its consolidated financial results for the fourth quarter endedDecember 31, 2022 , as well as the announcement of a regular quarterly cash dividend. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. In accordance with General Instruction B.2 of Form 8-K, the information in this Item 2.02, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Terry L. Hester passed away onJanuary 22, 2023 . At the time of his death,Mr. Hester served as a director of the Company andColony Bank (the "Bank").Mr. Hester worked at the Company and Bank from 1978 until his retirement inDecember 2019 and had served on the board of directors of the Company since 1990 and of the Bank since 2008. OnJanuary 24, 2023 , Mr.Andrew Borrmann resigned from his roles of Executive Vice President and Chief Financial Officer of each of the Company and the Bank, effective immediately.Mr. Borrmann was party to an Employment Agreement, datedApril 22, 2021 , by and betweenMr. Borrmann and the Bank, which is filed as Exhibit 10.1 herewith. In connection withMr. Borrmann's resignation, the Bank andMr. Borrmann entered into a Separation and Release Agreement, a copy of which is filed as Exhibit 10.2 herewith. In such agreement, the Bank agreed to payMr. Borrmann severance payments equal to one year ofMr. Borrmann's base salary, payable over twelve months following the resignation date.Mr. Borrmann also re-affirmed and agreed to certain restrictive covenants and provided a full release of claims in connection with the Separation and Release Agreement. The Board of Directors of the Company designatedT. Heath Fountain as the interim Chief Financial Officer, principal financial officer and principal accounting officer of the Company, to serve in that function until a permanent replacement is named.Mr. Fountain's biographical information can be found in the Company's proxy statement filed with theSecurities and Exchange Commission onApril 11, 2022 , which biographical information is incorporated herein by reference. The Company has not entered into, adopted or commenced any new, or amended any existing compensating plans or arrangements or employment agreements withMr. Fountain in connection with this designation. There are no arrangements or understandings betweenMr. Fountain and other persons pursuant to which he was designated as the interim Chief Financial Officer of the Company. There are no family relationships betweenMr. Fountain and any director or executive officer, or any person nominated or chosen by the Company to become a director or executive officer that are required to be reported under Item 401(d) of Regulation S-K.The Company has not engaged in any transaction in whichMr. Fountain had a direct or indirect material interest within the meaning of Item 404(a) of Regulation S-K. Item 7.01. Regulation FD Disclosure The Company is furnishing a copy of its most recent investor presentation, which it intends to use in connection with certain community group presentations. A copy of the presentation materials to be used by the Company is furnished as Exhibit 99.2 to this Current Report and is incorporated herein by reference. The Company will also host an investor earnings call at9:00 a.m. EST onFriday, January 27, 2023 . In accordance with General Instruction B.2 of Form 8-K, the information in Item 7.01, including Exhibit 99.2 attached hereto, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing. --------------------------------------------------------------------------------
Item 9.01 Financial Statements and Exhibits
(d)Exhibits. Exhibit Number Description Employment Agreement by and betweenAndrew Borrmann andColony Bank , 10.1 dated as ofApril 22 , 2021† Separation and Release Agreement by and between Andrew Borrmann and 10.2Colony Bank , dated as ofJanuary 25, 2023 † 99.1Colony Bankcorp, Inc. , press release datedJanuary 26, 2023 99.2 Investor Presentation datedJanuary 26, 2023 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline 104 XBRL document.
† Represents a management contract or a compensatory plan or arrangement.
--------------------------------------------------------------------------------
© Edgar Online, source