14 unchanged sentences
Directors, Executive Officers and Corporate Governance
−Removed: Directors of the Registrant .
+Added: (a) Directors of the Registrant .
The information included in the definitive Proxy Statement for the Annual Meeting of the Shareholders to be held on April 30, 2021 under the caption “Item 1 - Election of Directors” is incorporated herein by reference.
−Removed: Executive Officers of the Registrant .
+Added: (b) Executive Officers of the Registrant .
The information presented in Item 1 of this document is incorporated herein by reference.
−Removed: Code of Ethics .
+Added: (c) Code of Ethics .
The Corporation has adopted a code of ethics applicable to all employees, including the principal executive officer, principal financial officer and principal accounting officer of the Corporation.
−Removed: The FBFS Code of Ethics is posted on the Corporation’s website at www.firstbusiness.com.
+Added: The FBFS Code of Ethics is posted on the Corporation’s website at www.firstbusiness.bank.
The Corporation intends to satisfy the disclosure requirements under Item 5.05(c) of Form 8-K regarding any amendment to or waiver of the code with respect to its Chief Executive Officer, Chief Financial Officer, principal accounting officer, and persons performing similar functions, by posting such information to the Corporation’s website.
+Added: (d) Audit Committee .
+Added: The information included in the definitive Proxy Statement for the Annual Meeting of the Shareholders to be held on April 30, 2021 under the caption “Item 1 - Election of Directors” is incorporated herein by reference.
Executive Compensation
−Removed: Information with respect to compensation for our directors and officers is included in the definitive Proxy Statement for the Annual Meeting of the Shareholders to be held on April 24, 2020 under the captions “Executive Compensation”, “Director Compensation,” “Compensation Committee Report,” and “Compensation Committee Interlocks and Insider Participation” is incorporated herein by reference.
−Removed: Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
+Added: Information with respect to compensation for our directors and officers included in the definitive Proxy Statement for the Annual Meeting of the Shareholders to be held on April 30, 2021 under the captions “Executive Compensation”, “Director Compensation,” “Compensation Committee Report,” and “Compensation Committee Interlocks and Insider Participation” is incorporated herein by reference.
+Added: Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters
Information with respect to security ownership of certain beneficial owners and management included in the definitive Proxy Statement for the Annual Meeting of the Shareholders to be held on April 30, 2021 under the caption “Principal Shareholders” is incorporated herein by reference.
19 unchanged sentences
2012 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed on July 27, 2012)
−Removed: Form of Executive Change-in-Control and Severance Agreement (incorporated by reference to Exhibit 10.3 to the Annual Report on Form 10-K filed on March 10, 2017)
+Added: Form of Executive Change-in-Control and Severance Agreement (filed herewith)
Amended and Restated Agreement effective December 22, 2014 between First Business Bank and Corey A.
2 unchanged sentences
Annual Cash Bonus Plan, effective January 1, 2019 (incorporated by reference to Exhibit 10.6 of the Registrant’s Annual Report on Form 10-K filed on February 28, 2019)
−Removed: Offer Letter between the Company and David R.
−Removed: accepted March 25, 2016 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed on April 8, 2016)
First Business Financial Services, Inc.
2019 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 3, 2019)
−Removed: Form of Performance-Based Restricted Stock Unit Agreement (filed herewith)
+Added: Form of Performance-Based Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.8 to the Annual Report on Form 10-K filed on February 27, 2020)
Form of Restricted Stock Unit Agreement (incorporated by reference to the Quarterly Report on Form 10-Q filed July 26, 2019)
Form of Restricted Stock Agreement (incorporated by reference to the Quarterly Report on Form 10-Q filed July 26, 2019)
−Removed: Form of Performance-Based Restricted Stock Unit Agreement - Retiree (filed herewith)
+Added: Form of Performance-Based Restricted Stock Unit Agreement - Retiree (incorporated by reference to Exhibit 10.11 to the Annual Report on Form 10-K filed on February 27, 2020)
Form of Restricted Stock Unit Agreement - Retiree (incorporated by reference to the Quarterly Report on Form 10-Q filed July 26, 2019)
−Removed: Form of Performance-Based Restricted Stock Unit Exchange Agreement - Retiree (filed herewith)
+Added: Form of Performance-Based Restricted Stock Unit Exchange Agreement - Retiree (incorporated by reference to Exhibit 10.13 to the Annual Report on Form 10-K filed on February 27, 2020)
Form of Restricted Stock Unit Exchange Agreement - Retiree (incorporated by reference to the Quarterly Report on Form 10-Q filed July 26, 2019)
+Added: 10.14* Form of Restricted Stock Agreement - Director (incorporated by reference to the Quarterly Report on Form 10-Q filed April 24, 2020.
21 Subsidiaries of the Registrant
9 unchanged sentences
FIRST BUSINESS FINANCIAL SERVICES, INC.
−Removed: February 27, 2020
+Added: February 24, 2021 /s/ Corey A.
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
−Removed: Chief Executive Officer
−Removed: February 27, 2020
−Removed: (principal executive officer)
+Added: Signature Title Date
+Added: Chambas Chief Executive Officer February 24, 2021
+Added: Chambas (principal executive officer)
/s/ Edward G.
−Removed: Chief Financial Officer
−Removed: February 27, 2020
+Added: Chief Financial Officer February 24, 2021
(principal financial officer)
−Removed: Chief Accounting Officer & Controller
−Removed: February 27, 2020
−Removed: (principal accounting officer)
+Added: Spielmann Chief Accounting Officer February 24, 2021
+Added: Spielmann (principal accounting officer)
/s/ Gerald L.
−Removed: Chair of the Board of Directors
−Removed: February 27, 2020
+Added: Kilcoyne Chair of the Board of Directors February 24, 2021
/s/ Laurie S.
−Removed: February 27, 2020
−Removed: February 27, 2020
−Removed: February 27, 2020
−Removed: February 27, 2020
−Removed: February 27, 2020
−Removed: February 27, 2020
+Added: Benson Director February 24, 2021
+Added: Bugher Director February 24, 2021
+Added: Chavarria Director February 24, 2021
+Added: Eddy Director February 24, 2021
+Added: Harris Director February 24, 2021
+Added: Kauten Director February 24, 2021
/s/ Timothy J.
−Removed: February 27, 2020
−Removed: February 27, 2020
+Added: Keane Director February 24, 2021
+Added: Kent Lorenz Director February 24, 2021
/s/ Daniel P.
−Removed: February 27, 2020
−Removed: February 27, 2020
+Added: Olszewski Director February 24, 2021
+Added: Sanders Director February 24, 2021
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.