Item 2.02 Results of Operations and Financial Condition.
On January 26, 2021, Premier Financial Corp. ("Premier") issued a press release
regarding its earnings for the quarter ended December 31, 2020. A copy of the
press release is attached as Exhibit 99.1.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers Holders.
On January 26, 2021, as part of a planned succession process set forth in the
Second Amended and Restated Code of Regulations of Premier, the Board of
Directors of Premier (the "Board") approved the following events, each effective
April 1, 2021:
Donald P. Hileman, 68, Premier's Chief Executive Officer, will transition roles
from Chief Executive Officer to Chairman of the Board.
Gary M. Small, 60, Premier's President, will succeed Mr. Hileman to become
President and Chief Executive Officer.
John L. Bookmyer, 56, will step down from his position as Chairman of the Board,
but continue to serve as a director.
Mr. Hileman was appointed Premier's President and CEO in 2014 and has served as
a director since 2013. Mr. Hileman previously served as Chief Financial Officer
of Premier.
Mr. Small has been Premier's President since the closing of Premier's merger
with United Community Financial Corp. ("UCFC") in January 2020. He previously
served as President and Chief Executive Officer of UCFC from 2014 to January
2020.
A copy of the press release announcing these events is attached hereto as
Exhibit 99.1.
Item 7.01 Regulation FD Disclosure.
The Board of Directors of Premier has authorized an increase to its current
share repurchase program for a total amount of 2,000,000 of Premier's common
shares that may be repurchased, or approximately 5.4% of Premier's currently
issued and outstanding common shares. Repurchases will be made periodically
depending on market conditions and other factors. Repurchases may be made in the
open market, through block trades, pursuant to any trading plan that may be
adopted in accordance with Rule 10b5-1 of the Securities Exchange Commission or
otherwise, and in privately negotiated transactions. The repurchased shares will
be held as treasury stock and will be available for general corporate purposes.
The exact number of shares to be repurchased by Premier is not guaranteed.
Depending on market conditions and other factors, these repurchases may be
commenced or suspended at any time or periodically without prior notice. A copy
of the press release announcing this increase to the repurchase program is
attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
99.1 Press Release, dated January 26, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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