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): May 20, 2022
FIRST
NORTHERN COMMUNITY BANCORP
(Exact Name of
Registrant as Specified in Its Charter)
000-30707
(Commission File
Number)
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California
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68-0450397
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(State
or Other Jurisdiction of Incorporation)
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(I.R.S.
Employer Identification No.)
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195 N
FIRST STREET
DIXON,
California 95620
(Address of
principal executive offices, including zip code)
(707)
678-3041
(Registrant’s
telephone number, including area code)
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:
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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☐
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Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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☐
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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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☐
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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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Securities registered pursuant to Section 12(b) of the
Act:
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Title of each class
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Trading
Symbol(s)
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Name of each
exchange on which registered
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Indicate by check
mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
(§240.12b-2 of this chapter):
Emerging growth
company ☐
If an emerging
growth company, indicate by check mark if the registrant has
elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. ☐
ITEM 5.02 DEPARTURE OF DIRECTOR OR CERTAIN OFFICERS; ELECTION
OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY
ARRANGEMENTS OF CERTAIN OFFICERS.
(b) and (c) Retirement and Appointment of Principal Executive
Officer
On May 20, 2022, the Company announced that Louise A. Walker will
retire as the President and Chief Executive Officer of First
Northern Community Bancorp (the “Company”) and its subsidiary,
First Northern Bank (the “Bank”), effective December 31, 2022, and
that Jeremiah Z. Smith, currently the Company’s Senior Executive
Vice President and Chief Operating Officer, will be her
successor. Mr. Smith will be promoted to President and Chief
Executive Officer of the Company and the Bank effective January 1,
2023. Mr. Smith, [46], joined the Company in May 2003
as Executive Vice President and Chief Financial Officer, serving in
that position until October 2014, when he became Senior Executive
Vice President and Chief Operating Officer of the Company and the
Bank. Mr. Smith earned his Bachelor of Science degree in
Finance from California State University, Sacramento. Mr. Smith
received a graduate certificate from the Pacific Coast Banking
School at the University of Washington. Mr. Smith does not have any
family relationships with any of the Company’s other officers or
directors, and Mr. Smith does not have any direct or indirect
material interest in any transaction required to be disclosed
pursuant to Item 404(a) of Regulation S-K. The Company expects to
enter into an amended employment agreement with Mr. Smith prior to
the end of the year and will file an amendment to this Current
Report on Form 8-K disclosing additional information regarding the
amended terms of Mr. Smith’s employment when they have been
determined.
(d) Appointment of Director
The Company also announced on May 20, 2022, that, effective upon
Mr. Smith’s promotion to President and Chief Executive Officer, he
will also be appointed to the Board of Directors of the Company and
the Bank. Mr. Smith will not receive any additional
compensation for his service on the Board of Directors of the
Company or the Bank. Following her retirement, Ms.
Walker will continue to serve as a member of the Board of Directors
of the Company and the Bank and will receive standard director
fees.
ITEM 7.01 REGULATION FD DISCLOSURE
A press release, dated May 20, 2022, is furnished as Exhibit 99.1
hereto and incorporated herein by reference.
A letter to the shareholders and employees, dated May 20, 2022, is
furnished as Exhibit 99.2 hereto and incorporated herein by
reference.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
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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Date: May 20, 2022
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First Northern Community Bancorp
(Registrant)
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/s/ Jeremiah Z. Smith
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By: Jeremiah Z. Smith
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Senior Executive Vice President/
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Chief Operating Officer
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EXHIBIT INDEX
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Exhibit
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Document
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99.1
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Press Release, dated May 20, 2022
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99.2
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Letter to Shareholders and Employees, dated May 20, 2022
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