13 unchanged sentences
Other Information
+Added: Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
+Added: Not applicable.
Directors, Executive Officers and Corporate Governance
5 unchanged sentences
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.bank.
+Added: The FBFS Code of Ethics is posted on the Corporation’s website at ir.firstbusiness.bank/govdocs.
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.
5 unchanged sentences
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 29, 2022 under the caption “Principal Shareholders” is incorporated herein by reference.
−Removed: Information with respect to compensation plans in the definitive proxy statement for the Annual Meeting of the Shareholders to be held on April 30, 2021 under the caption “Equity Compensation Plan Information” is incorporated herein by reference.
+Added: Equity Compensation Plan Information
+Added: The following table summarizes certain information with respect to compensation plans under which equity securities of the Corporation are authorized for issuance as of December 31, 2021.
+Added: Plan category Number of securities to be issued upon exercise of outstanding options, warrants, and rights Weighted-average exercise price of outstanding options, warrants, and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
+Added: Equity compensation plans approved by security holders — — 219,837
+Added: Equity compensation plans not approved by security holders — — —
Certain Relationships and Related Transactions, and Director Independence
17 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 (filed herewith)
+Added: Form of Executive Change-in-Control and Severance Agreement (incorporated by reference to Exhibit 10.2 to the Annual Report on Form 10-K filed on February 24, 2021)
Amended and Restated Agreement effective December 22, 2014 between First Business Bank and Corey A.
3 unchanged sentences
First Business Financial Services, Inc.
−Removed: 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 (incorporated by reference to Exhibit 10.8 to the Annual Report on Form 10-K filed on February 27, 2020)
−Removed: Form of Restricted Stock Unit Agreement (incorporated by reference to the Quarterly Report on Form 10-Q filed July 26, 2019)
−Removed: 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 (incorporated by reference to Exhibit 10.11 to the Annual Report on Form 10-K filed on February 27, 2020)
−Removed: 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 (incorporated by reference to Exhibit 10.13 to the Annual Report on Form 10-K filed on February 27, 2020)
−Removed: Form of Restricted Stock Unit Exchange Agreement - Retiree (incorporated by reference to the Quarterly Report on Form 10-Q filed July 26, 2019)
−Removed: 10.14* Form of Restricted Stock Agreement - Director (incorporated by reference to the Quarterly Report on Form 10-Q filed April 24, 2020.
+Added: 2019 Equity Incentive Plan, as amended (incorporated by reference to Appendix A to the Definitive Proxy Statement filed on March 9, 2021)
+Added: Form of Performance-Based Restricted Stock Unit Agreement (incorporated by reference to the Quarterly Report on Form 10-Q filed on October 29, 2021)
+Added: Form of Restricted Stock Unit Agreement (incorporated by reference to the Quarterly Report on Form 10-Q filed on October 29, 2021)
+Added: Form of Restricted Stock Agreement (incorporated by reference to the Quarterly Report on Form 10-Q filed on October 29, 2021)
+Added: Form of Performance-Based Restricted Stock Unit Agreement - Retiree (incorporated by reference to the Quarterly Report on Form 10-Q filed on October 29, 2021)
+Added: Form of Restricted Stock Unit Agreement - Retiree (incorporated by reference to the Quarterly Report on Form 10-Q filed on October 29, 2021)
+Added: Form of Performance-Based Restricted Stock Unit Exchange Agreement - Retiree (incorporated by reference to the Quarterly Report on Form 10-Q filed on October 29, 2021)
+Added: Form of Restricted Stock Unit Exchange Agreement - Retiree (incorporated by reference to the Quarterly Report on Form 10-Q filed on October 29, 2021)
+Added: 10.14* Form of Restricted Stock Agreement - Director (incorporated by reference to the Quarterly Report on Form 10-Q filed on October 29, 2021)
21 Subsidiaries of the Registrant
5 unchanged sentences
(i) Consolidated Balance Sheets as of December 31, 2021 and December 31, 2020, (ii) Consolidated Statements of Income for the years ended December 31, 2021 and 2020, (iii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2021 and 2020, (iv) Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2021 and 2020, (v) Consolidated Statements of Cash Flows for the years ended December 31, 2021 and 2020, and (vi) the Notes to Consolidated Financial Statements
+Added: 104 Cover page interactive data file (formatted as inline XBRL and contained in Exhibit 101)
* Management contract or compensatory plan.
29 unchanged sentences
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.