22 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 ir.firstbusiness.bank/govdocs.
+Added: The FBFS Code of Business Conduct and 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.
1 unchanged sentence
The information included in the definitive Proxy Statement for the Annual Meeting of the Shareholders to be held on April 28, 2023 under the caption “Item 1 - Election of Directors” is incorporated herein by reference.
+Added: (e) Delinquent Section 16(a) Reports:
+Added: The information included in the definitive Proxy Statement for the Annual Meeting of the Shareholders to be held on April 28, 2023 under the caption “Delinquent Section 16(a) Reports” is incorporated herein by reference.
Executive Compensation
2 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 28, 2023 under the caption “Principal Shareholders” is incorporated herein by reference.
−Removed: Equity Compensation Plan Information
−Removed: 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.
−Removed: 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))
−Removed: Equity compensation plans approved by security holders — — 219,837
−Removed: Equity compensation plans not approved by security holders — — —
Certain Relationships and Related Transactions, and Director Independence
11 unchanged sentences
(incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on October 31, 2018)
+Added: 3.3 Articles of Amendment dated March 2, 2022 to the Company’s Amended and Restated Articles of Incorporation (incorporated by re fere nce to Exhibit 3.1 to the Current Report on Form 8-K filed on Mar ch 4, 202 2)
Pursuant to Item 601(b)(4)(iii) of Regulation S-K, the Registrant agrees to furnish to the Securities and Exchange Commission, upon request, any instrument defining the rights of holders of long-term debt not being registered that is not filed as an exhibit to this Annual Report on Form 10-K.
19 unchanged sentences
10.14* Form of Restricted Stock Agreement - Director (incorporated by reference to the Quarterly Report on Form 10-Q filed on October 29, 2021)
+Added: 10.15* Form of Performance-Based Restricted Stock Unit Award Agreement - Executive Officer (incorporated by reference to the Quarterly Report on Form 10-Q filed on October 28, 2022)
+Added: 10.16* Form of Restricted Stock Unit Award Agreement - Executive Officer (incorporated by reference to the Quarterly Report on Form 10-Q filed on October 28, 2022)
+Added: 10.17* Form of Restricted Stock Unit Award Agreement - Board of Directors (incorporated by reference to the Quarterly Report on Form 10-Q filed on October 28, 2022)
+Added: 10.18* Amendment to First Business Financial Services 2019 Equity Incentive Plan, effective as of January 27, 2023 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on February 2, 2023)
+Added: 10.19* Second Amended and Restated Agreement by and between First Business Bank, First Business Financial Services, and Corey Chambas, dated as of February 3, 2023 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on February 7, 2023)
+Added: 10.20* Form of Amendment to Restricted Stock Award Agreement, dated as of February 3, 2023 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed February 7, 2023)
+Added: 10.21* Form of Amendment to Performance-Based Restricted Stock Unit Agreement, dated as of February 3, 2023 (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed February 7, 2023)
21 Subsidiaries of the Registrant
14 unchanged sentences
Signature Title Date
−Removed: Chambas Chief Executive Officer February 23, 2022
+Added: Chambas Chief Executive Officer and Director February 22, 2023
Chambas (principal executive officer)
10 unchanged sentences
Chavarria Director February 22, 2023
−Removed: Eddy Director February 23, 2022
Harris Director February 22, 2023
Kauten Director February 22, 2023
−Removed: /s/ Timothy J.
−Removed: Keane Director February 23, 2022
Kent Lorenz Director February 22, 2023
3 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.