Current Report Filing (8-k)
March 09 2017 - 5:19PM
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
3, 2017
UNITED COMMUNITY FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
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OHIO
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0-024399
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34-1856319
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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275 West Federal Street, Youngstown, Ohio 44503-1203
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code:
(330)
742-0500
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 (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Section 5 Corporate Governance and Management
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(e) On March 3, 2017, the Compensation Committee of United Community Financial Corp. (UCFC or the
Company) approved annual incentive and long-term incentive awards to executive officers under UCFCs 2015 Long Term Incentive Plan (the 2015 Plan) approved by shareholders on April 30, 2015. To document those
awards, the Company will enter into both a 2017 Long Term Incentive Plan Award Agreement (the LTIP Agreement) and a 2017 Annual Incentive Award Agreement (the AIP Agreement) with each of Messrs. Small, Garrity, Nohra and
Esson and Mrs. Radis; the forms of both are attached hereto as Exhibits 10.1 and 10.2, respectively.
Under the AIP Agreement the Target
Award for Mr. Small is $225,000, for Mr. Garrity $106,400, for Mr. Nohra $102,000, for Mr. Esson $90,000 and for Mrs. Radis $90,000. If earned, depending on continued service and Company performance, the award is paid
in cash. The calculation of the award earned in the 2017 fiscal year performance period is determined by actual Company performance against target performance in five performance measures (weighted between
15-35%)
as set forth in the AIP Agreement and can be paid out at a potential payout of up to 150% of the target level.
Under the LTIP Agreement, Mr. Small was granted 20,594 Performance Share Units (PSUs), Mr. Garrity was granted 10,652 PSUs,
Mr. Nohra was granted 8,753 PSUs, Mr. Esson was granted 7,723 PSUs and Mrs. Radis was granted 9,010 PSUs. The PSUs granted to each were granted at a target level and, depending on Company performance, the LTIP Agreement provides for a
potential payout at 150% of the target level. The LTIP Agreements provide potential long term incentive compensation based on Company performance over a three year performance period ending on December 31, 2019. Each performance share unit
represents the right to receive one Company common share. The common shares that may be earned depend on continued service through the Compensation Committee certification date shortly after the performance period and will be determined based on the
average base compensation over the performance period and on Company performance in three separate measures: (i) return on average equity versus peer group performance - 33%; (ii) three year net income versus annual budgeted net income over
each of the three years 33%; and (iii) three year total shareholder return versus peer group performance 34%.
The summaries of the AIP
Agreement and LTIP Agreement are qualified in their entirety by reference to a copy of each which is attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively, and incorporated by reference herein.
Section 9 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
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Exhibit
Number
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Description
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10.1
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2017 Annual Incentive Award Agreement
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10.2
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2017 Long Term Incentive Award Agreement
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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UNITED COMMUNITY FINANCIAL CORP.
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By:
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/s/ Jude J. Nohra
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Jude J. Nohra, General Counsel & Secretary
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Date: March 9, 2017
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