MAINSTREET BANCSHARES, INC. Item 1.01 Entry Into a Material Definitive Agreement.
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The Indemnification Agreement generally provides that the Company shall indemnify the Indemnitee to the fullest extent permitted by applicable law, subject to certain exceptions, against expenses, judgments, fines and other amounts incurred by Indemnitee in connection with any proceeding in which the Indemnitee is involved by reason of Indemnitee's service as an executive officer. The Indemnification Agreement requires the advancement of defense expenses, on terms and conditions set forth therein, subject to repayment of such expenses by Indemnitee in the event Indemnitee is ultimately determined, following final disposition of the proceeding, to not be entitled to indemnification.
The foregoing description of the Indemnification Agreement does not purport to be complete and is qualified in its entirety by reference to the full and complete text of the form of Indemnification Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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As compensation while employed under the Employment Agreement, Mr. Hersiburane
will receive an annual base salary of
The Employment Agreement provides for customary non-competition, non-solicitation and employee no-hire covenants that apply during the term of Mr. Hersiburane's employment and for a period of twelve months thereafter and a perpetual confidentiality covenant.
In addition, the Employment Agreement provides that, if during the one year period following a change of control, Mr. Hersiburane's employment is terminated either by the Bank without cause or by Mr. Hersiburane for good reason, Mr. Hersiburane will be entitled to receive a severance payment equal to 299% of his than current annual base salary. In the event of termination of employment by the Bank without cause or by Mr. Hersiburane for good reason, absent a change of control transaction, Mr. Hersiburane would be eligible to receive severance pay equal to the greater of his then current base salary for one year or his then current base salary for the balance, if any, of the remaining term of the Employment Agreement, plus the average of any annual bonus payments during the prior two-year period.
The foregoing description of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full and complete text of the Employment Agreement, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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? Clarify that the procedures outlined therein is the exclusive means for
shareholder nominations and proposals, except for shareholder proposals
complying with SEC Rule 14a-8.
? Confirm that director nominations and other business must comply with SEC
requirements and the Bylaws, including new requirements under Rule 14a-19 for
the universal proxy.
? Confirm that MNSB will disregard proxies solicited by an activist if the
shareholder fails to fully comply with the Bylaws and SEC rules, including
Rule 14a-19.
? Confirm that the Board of Directors, an authorized MNSB executive or legal
counsel shall determine if the requirements of Rule 14a-19 and the Bylaws have
been fully satisfied.
? Provide that a shareholder's nominees cannot exceed the number of directors to
be elected.
? Require disclosure of all agreements, arrangements, or understandings between
the shareholder or beneficial owner and any other person regardless of whether
they relate to MNSB.
? Require a person who has an agreement, arrangement or understanding with, or
is otherwise acting in concert with, a nominating shareholder to disclose the
same types of information that a "participant" in a proxy solicitation would
have to disclose in SEC filings.
? Require a representation that such shareholder is not "acting in concert" (as
broadly defined in the Bylaws) with any other person.
? Set forth disclosure requirements for a shareholder's proposal notice. These
requirements apply to the shareholder, to any beneficial owner on whose behalf
the nomination or proposal is made, and to persons "acting in concert" (as
broadly defined in the Bylaws) with such shareholder or beneficial owner.
? Require with greater specificity information regarding a shareholder nominee,
including all information required to be disclosed by SEC rules.
? With respect to any director nomination, the notice by the shareholder or the
beneficial owner on whose behalf the nomination is made shall provide a
written undertaking and agreement, that, as required by Rule 14a-19, a
definitive proxy statement will be delivered to at least 67% of the voting
power of the common stock.
? Require a written undertaking and agreement that the shareholder will update
MNSB in writing promptly if the shareholder fails to satisfy the requirements
of Rule 14a-19 for any reason. Otherwise, the shareholder shall prior to the
meeting provide MNSB evidence that the SEC requirements have been fully
satisfied.
? With respect to any proposed business other than a director nomination, the
shareholder's notice shall provide a representation whether the shareholder or
the beneficial owner will deliver definitive proxies to holders of at least
the percentage of MNSB outstanding capital stock required to approve or adopt
the proposal.
? Require disclosure of such other information as may be reasonably requested by
MNSB.
? Clarify that any shareholder (or a designated representative of a shareholder)
submitting a nomination or item of business (including a shareholder proposal
under Rule 14a-8) must appear to present that nomination or proposal at the
shareholder meeting when the nomination or proposal will be considered and
voted upon. If the shareholder or designated representative does not appear
and present the nomination or item of business, such nomination shall be
disregarded and such proposed business shall not be transacted.
? Any shareholder directly or inadvertently soliciting proxies from other
shareholders must use a proxy card other than white, which shall be reserved
for exclusive use by the Board of Directors.
The Amended and Restated Bylaws also incorporate ministerial, clarifying and conforming changes.
The foregoing description is a summary and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is attached as Exhibit 3.1 hereto and is incorporated by reference herein.
Item 7.01 Regulation FD Disclosure.
The 2023 Annual Meeting of Shareholders of the Company will be held at
Item 8.01 Other Events.
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The declared cash dividend equated to approximately
The Company's Depositary Shares trade on the Nasdaq Capital Market under the symbol "MNSBP."
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Description Number 3.1 Amended and Restated Bylaws ofMainStreet Bancshares, Inc. , effective as ofNovember 16, 2022 10.1 Form of Indemnification Agreement 10.2MainStreet Bank , Employee Agreement datedNovember 17, 2022 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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