- Current report filing (8-K)
March 15 2012 - 5:14PM
Edgar (US Regulatory)
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
Date of Report (Date of earliest event reported):
March 13, 2012
CARDINAL FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Virginia
(State or other jurisdiction
of incorporation)
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0-24557
(Commission
File Number)
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54-1874630
(I.R.S. Employer
Identification No.)
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8270 Greensboro Drive, Suite 500
McLean, Virginia
(Address of principal executive offices)
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22102
(Zip Code)
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Registrants telephone number, including area code:
(703) 584-3400
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:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
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; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 13, 2012, Cardinal Financial Corporation (the Company) approved an amendment to the Executive Employment Agreement (as amended, the Agreement) between the Company and Christopher W. Bergstrom, Executive Vice President and Chief Risk Officer. In particular, effective March 13, 2012, the Company approved an addendum to the Agreement to remove Mr. Bergstroms ability to receive change in control benefits upon his voluntary termination within ten months upon a change of control (as that term is defined in the Agreement). The Agreement now provides for severance payments equal to 24 months of base salary in the event of a termination without cause by the Company or termination by Mr. Bergstrom for good reason within during the first 12 months after the change in control (as those terms are defined in the Agreement).
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
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Description
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10.1
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Addendum to Executive Employment Agreement of Christopher W. Bergstrom.
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2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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CARDINAL FINANCIAL CORPORATION
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(Registrant)
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Date: March 15, 2012
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By:
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/s/ Mark A. Wendel
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Mark A. Wendel
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Executive Vice President and
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Chief Financial Officer
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3
EXHIBIT INDEX
Exhibit No.
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Description
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10.1
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Addendum to Executive Employment Agreement of Christopher W. Bergstrom.
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4
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