SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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 18, 2005
WesBanco,
Inc.
(Exact
name of registrant as specified in its charter)
|
West
Virginia |
0-8467 |
55-0571723 |
|
(State
or other jurisdiction of incorporation) |
(Commission
File Number) |
(IRS
Employer Identification No.) |
|
1
Bank Plaza, Wheeling, WV |
26003 |
|
(Address
of principal executive offices) |
(Zip
Code) |
Registrant's
telephone number, including area code (304)
234-9000
Former
name or former address, if changed since last report Not
Applicable
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):
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
ITEM
1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On May
18, 2005, the Compensation Committee of WesBanco, Inc., ("WesBanco") approved
the following actions:
Approval
of New Base Salaries
On May
18, 2005, the Compensation Committee of WesBanco approved the following salary
increases approximating 3.5% for each of the named executive officers below. The
increases are effective as of May 25, 2005.
| |
|
New
Base |
|
Officer |
Title |
Salary
|
|
Paul
M. Limbert |
President
& Chief Executive Officer |
$
310,500 |
| |
|
|
|
Dennis
G. Powell |
Executive
Vice President & Chief Operating Officer |
$
227,700 |
| |
|
|
|
Robert
H. Young |
Executive
Vice President & Chief Financial Officer |
$
212,175 |
| |
|
|
|
Jerome
B. Schmitt |
Executive
Vice President - Investments & Trusts |
$
202,860 |
| |
|
|
|
Kristine
N. Molnar |
Executive
Vice President - Lending |
$
189,199 |
| |
|
|
|
John
W. Moore |
Executive
Vice President - Human Resources |
$
147,260 |
2
Stock
Option Awards
On May
18, 2005, the Compensation Committee of WesBanco approved a 116,500 share stock
option grant to selected participants, including certain named executive
officers, under WesBanco’s Key Executive Incentive Bonus and Option Plan,
adopted and approved by the Board of Directors of WesBanco on February 19, 1998,
(the "Incentive Plan"). The Incentive Plan was approved by the stockholders of
WesBanco on April 15, 1998, and the stockholders approved an increase in the
amount of stock available under the plan to 1,000,000 shares on April 18, 2001.
The stock option grants were effective as of May 18, 2005, at a grant price of
$29.16, which was the closing price of the stock on May 17, 2005. The options
vest in three increments of one-third each year, with the first one-third
vesting on December 31, 2005, the second one-third vesting on December 31, 2006
and the final one-third vesting on December 31, 2007, with each annual vesting
based on certain WesBanco earnings per share performance targets achieved for
each such annual period. If the options vest as scheduled, the options expire
ten years from the date of grant, or May 18, 2015.
The
following table sets forth the individual awards to WesBanco’s named executive
officers:
| |
|
Options
|
|
Officer |
Title |
Awarded
|
|
Paul
M. Limbert |
President
& Chief Executive Officer |
12,000
|
| |
|
|
|
Dennis
G. Powell |
Executive
Vice President & Chief Operating Officer |
9,000
|
| |
|
|
|
Robert
H. Young |
Executive
Vice President & Chief Financial Officer |
9,000
|
| |
|
|
|
Jerome
B. Schmitt |
Executive
Vice President - Investments & Trusts |
9,000
|
| |
|
|
|
Kristine
N. Molnar |
Executive
Vice President - Lending |
7,000
|
| |
|
|
|
John
W. Moore |
Executive
Vice President - Human Resources |
7,000
|
The form
of Stock Option Agreement as governed under the Key Executive Incentive Bonus
and Option Plan Agreement is attached as an Exhibit to this Current Report and
is incorporated by reference.
Change
in Control Agreement
On May
18, 2005, WesBanco and WesBanco Bank, Inc.( the "Bank"), entered into a change
in control agreement with Chief Operating Officer and Executive Vice President,
Dennis G. Powell. The agreement sets forth certain terms and conditions upon the
occurrence of a "change in control" as described below. Absent a "change in
control", the agreement does not require WesBanco or the Bank to retain the
executive in its employ or to pay any specified level of compensation or
benefits.
The
agreement provides that if a change in control of WesBanco or the Bank which
employs the employee occurs, WesBanco or the Bank will be obligated to continue
to employ the executive during the time period starting upon the occurrence of a
change in control and ending two years thereafter (or, if earlier, at the
executive’s retirement date under established rules of the Corporation’s
tax-qualified retirement plan) (the "Term of Employment").
If,
during the Term of Employment, the executive is discharged by the Corporation or
the Subsidiary without cause or resigns for good reason, then the executive
shall receive a lump sum payment equal to three times (i) the highest rate of
the executive’s annual base salary in effect prior to the date of termination,
and (ii) the greater of the executive’s average annual bonus over the three
years ending prior to the date of termination, or the executive’s bonus
established for the annual bonus year in which the date of termination occurs.
If the executive is terminated during the Term of Employment for any reason
other than cause, then for a period of 18 months from the date of termination,
the executive and/or the executive’s family will continue to receive insurance
and health care benefits equivalent to those in effect immediately prior to the
date of the change in control, subject to reduction to avoid duplication with
benefits of a subsequent employer.
Generally,
and subject to certain exceptions, a "change in control" shall be deemed to have
occurred if (a) final regulatory approval is obtained for any party to acquire
securities of the WesBanco or the Bank representing 20% or more of the combined
voting power of WesBanco or the Bank then outstanding securities; (b) during any
two consecutive years, there is a significant change in WesBanco or the Bank
Board of Directors not approved by the incumbent Board; or (c) final regulatory
approval is obtained for a plan of complete liquidation or dissolution or sale
of all or substantially all of WesBanco or the Bank assets or certain
significant reorganizations, mergers and similar transactions involving the
WesBanco or the Bank.
If an
excise tax under Section 4999 of the Internal Revenue Code applies to these
payments, WesBanco will either pay the executive a reduced amount as a lump sum
or over an extended period of years such that the net present value of such
payments would not cause an excise tax to become due.
The copy
of the form of the change in control agreement was previously filed by the
registrant on Form 10-Q filed with the Securities and Exchange Commission on
November 15, 1999 and is incorporated herein by reference.
4
Salary
Continuation Agreements
On May
18, 2005, the Compensation Committee of WesBanco approved additional benefits
for certain Named Executive Officers that have been provided certain
supplemental employee retirement benefits through Salary Continuation Agreements
by and between WesBanco and the Bank and the Named Executive
Officers.
In 1999,
WesBanco approved and subsequently established a Supplemental Employee
Retirement Plan for certain executive officers. Although benefits under the plan
are unsecured, WesBanco funded payment of certain of such benefits through bank
owned life insurance arrangements where appropriate or available. The plan is a
non-qualified retirement benefit. The Plan’s annual accrued benefits for the
Named Executive Officers are noted in the Summary Compensation Table in each
annual Proxy Statement.
This plan
provides for payment of a scheduled annual benefit at normal retirement age of
65 of a fixed amount which was set at the time of adoption, payable annually for
a period of 10 years. The plan further provides, pursuant to a schedule, for (i)
a reduced early retirement benefit, (ii) a disability retirement benefit, and
(iii) a benefit payable upon a termination of employment other than due to
death, disability or retirement within three years after a change of control (as
defined in the plan) of WesBanco. Each of these annual benefits is payable in
monthly installments for a period of 10 years beginning with the month following
the date that the executive attains age 65.
Death
benefits also are payable under the Supplemental Plan. If the executive dies
prior to any termination of employment with WesBanco, the executive’s designated
beneficiary is entitled to a payment of a death benefit under a split dollar
life insurance agreement. If the executive dies after payment of retirement
benefits under the plan has commenced, any remaining benefit payments will be
paid to the Named Executive Officer’s designated beneficiary in the same manner
as they would have been paid to the executive. In addition, if the executive
dies after termination of employment with WesBanco and prior to the commencement
of any payment of retirement benefits under the plan, the executive’s designated
beneficiary will be entitled to receive payment of the executive’s retirement
benefit under the plan beginning with the month following the executive’s death.
The
following table sets forth the additional benefits for WesBanco’s Named
Executive Officers:
| |
|
Current
|
Additional
|
|
|
Officer |
Title |
Amount
|
Amount
|
Total
|
|
Paul
M. Limbert |
President
& Chief Executive Officer |
$
58,950 |
$
41,050 |
$
100,000 |
| |
|
|
|
|
|
Jerome
B. Schmitt |
Executive
Vice President - Investments & Trusts |
$
46,998 |
$
13,002 |
$
60,000 |
| |
|
|
|
|
|
Kristine
N. Molnar |
Executive
Vice President - Lending |
$
34,000 |
$
6,000 |
$
40,000 |
| |
|
|
|
|
|
John
W. Moore |
Executive
Vice President - Human Resources |
$
26,419 |
$
8,581 |
$
35,000 |
The copy
of the form of the new Salary Continuation Agreement for the additional
described benefit amounts will be filed by the Registrant with the next periodic
report on Form 10-Q. The existing form of the Salary Continuation Agreement was
previously filed by the registrant on Form 10-K filed with the Securities
and Exchange Commission on March 30, 2000 and is incorporated herein by
reference.
5
9.01
FINANCIAL STATEMENTS AND EXHIBITS.
| c) |
Exhibits
- the following exhibits are included with this
report |
|
Exhibit
No. |
Description |
|
10.1 |
Form
of the Stock Option Agreement |
| |
|
|
10.2 |
Form
of Change in Control Agreement by and between WesBanco, Inc., WesBanco
Bank, Inc., and Dennis G. Powell. (Incorporated by reference to Form 10-Q,
filed by the Registrant with the Securities and Exchange Commission on
November 15, 1999.) |
| |
|
|
10.3 |
Form
of Salary Continuation Agreement by and between WesBanco, Inc., WesBanco
Bank, Inc., and Paul M. Limbert, Jerome B. Schmitt, Kristine N. Molnar,
and John W. Moore.
(Incorporated
by reference to Form 10-K, filed by the Registrant with the Securities and
Exchange Commission on March 30, 2000.) |
SIGNATURE
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.
| |
WesBanco,
Inc. |
| |
(Registrant) |
| |
|
|
May
24, 2005 |
/s/
Robert H. Young |
|
Date |
Robert
H. Young |
| |
Executive
Vice President & Chief |
| |
Financial
Officer |
| |
|
6