Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On January 6, 2023, Finward Bancorp (the "Bancorp") announced that effective at
the close of business on May 5, 2023, Leane E. Cerven, Executive Vice President,
Chief Risk Officer, General Counsel, and Corporate Secretary, will be retiring
from her role at the Bancorp and its wholly-owned bank subsidiary, Peoples Bank
(the "Bank"). Ms. Cerven's retirement is not related to any disagreement with
the Bancorp regarding any financial, accounting, or other matters.
Effective upon Ms. Cerven's retirement, Lynette M. Klemm, the current Director
of Audit for the Bank, will replace Ms. Cerven as the Interim Chief Risk Officer
for the Bancorp and the Bank, until such time as a permanent appointment may be
made. Ms. Klemm, who is 55 years old, has served as the Bank's Director of Audit
since March 29, 2021. Prior to her position at the Bank, Ms. Klemm was Senior
Vice President and Director of Audit at Old Second National Bank in Aurora,
Illinois. She has worked in Internal Audit in the banking industry for 34 years.
Ms. Klemm is a Certified Bank Auditor, Certified Financial Services Auditor, and
Certified Risk Professional. Ms. Klemm did not enter into any plan, contract, or
arrangement in connection with her appointment as the Interim Chief Risk
Officer.
There is no arrangement or understanding between Ms. Klemm and any other persons
or entities pursuant to which Ms. Klemm was appointed as the Interim Chief Risk
Officer of the Bancorp. There is no family relationship between Ms. Klemm and
any member of the Board of Directors of the Bancorp or any executive officer of
the Bancorp, and there are no transactions between the Bancorp and Ms. Klemm
that require disclosure under Item 404(a) of Regulation S-K.
On January 6, 2023, the Bancorp issued a press release announcing Ms. Cerven's
retirement and the appointment of Ms. Klemm as the Interim Chief Risk Officer. A
copy of the press release is attached as Exhibit 99.1 to this Current Report on
Form 8-K and incorporated by reference herein.
Forward-Looking Statements
This report may contain forward-looking statements regarding the financial
performance, business prospects, growth, and operating strategies of the
Bancorp. For these statements, the Bancorp claims the protections of the safe
harbor for forward-looking statements contained in the Private Securities
Litigation Reform Act of 1995. Statements in this report should be considered in
conjunction with the other information available about the Bancorp, including
the information in the filings the Bancorp makes with the SEC. Forward-looking
statements provide current expectations or forecasts of future events and are
not guarantees of future performance. The forward-looking statements are based
on management's expectations and are subject to a number of risks and
uncertainties. Forward-looking statements are typically identified by using
words such as "anticipate," "estimate," "project," "intend," "plan," "believe,"
"will" and similar expressions in connection with any discussion of future
operating or financial performance.
Although management believes that the expectations reflected in such
forward-looking statements are reasonable, actual results may differ materially
from those expressed or implied in such statements. Risks and uncertainties
that could cause actual results to differ materially include: changes in asset
quality and credit risk; the inability to sustain revenue and earnings growth;
changes in interest rates and capital markets; inflation; customer acceptance of
the Bancorp's products and services; customer borrowing, repayment, investment,
and deposit practices; customer disintermediation; the introduction, withdrawal,
success, and timing of business initiatives; competitive conditions; the
inability to realize cost savings or revenues or to implement integration plans
and other consequences associated with mergers, acquisitions, and divestitures;
economic conditions; and the impact, extent, and timing of technological
changes, capital management activities, and other actions of the Federal Reserve
Board and legislative and regulatory actions and reforms. Additional factors
that could cause actual results to differ materially from those expressed in the
forward-looking statements are discussed in the Bancorp's reports (such as the
Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports
on Form 8-K) filed with the SEC and available at the SEC's Internet website
(www.sec.gov). All subsequent written and oral forward-looking statements
concerning the Bancorp or any person acting on its behalf are expressly
qualified in their entirety by the cautionary statements above. Except as
required by law, the Bancorp does not undertake any obligation to update any
forward-looking statement to reflect circumstances or events that occur after
the date the forward-looking statement is made.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibit is being furnished with this Current Report on Form 8-K.
Exhibit No. Description
99.1 Press Release dated January 6, 2023.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
Document)
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses