Other Information
−Removed: Not applicable
+Added: The below event occurred within four business days of the filing date of this report and as such, the Company is disclosing the occurrence of the event under this Item 5.
+Added: Other Information, instead of a separate Current Report on Form 8-K:
+Added: Item 1.01 – Entry into a Material Definitive Agreement
+Added: Item 5.02 – Departure of Directors or Certain Officers, Election of Directors;
+Added: Appointment of Certain Officers;
+Added: Compensatory Arrangements of Certain Officers
+Added: On October 19, 2023, the Compensation Committee of the Board of Directors of the Company adopted, and the Board ratified, the Excess Incentive-Based Compensation Recovery Policy (the “Clawback Policy”) in compliance with the final clawback rules adopted by the Securities and Exchange Commission under Section 10D and Rule 10D-1 of the Securities Exchange Act of 1934, as amended (“Rule 10D-1”), and the listing standards, as set forth in The Nasdaq Stock Market, LLC Listing Rule 5608 (the “Final Clawback Rules”).
+Added: The Clawback Policy provides for the mandatory recovery of erroneously awarded incentive-based compensation from current and former executive officers as defined in Rule 10D-1 (“Covered Officers”) of the Company in the event that the Company is required to prepare an accounting restatement to correct a material error, in accordance with the Final Clawback Rules.
+Added: The recovery of such compensation applies regardless of whether a Covered Officer engaged in misconduct or otherwise caused or contributed to the requirement of an accounting restatement.
+Added: Under the Clawback Policy, the Company may recoup from the Covered Officers erroneously awarded compensation received within a lookback period of the three completed fiscal years preceding the date on which the Company is required to prepare an accounting restatement to correct a material error.
+Added: On November 1, 2023, the Company entered into a First Amendment to Employment Agreement with each of its named executive officers:
+Added: Sellers, President and Chief Executive Officer;
+Added: Hooper, Executive Vice President and Chief Financial Officer;
+Added: and William D.
+Added: Cable, Sr., Executive Vice President and Chief Operating Officer for the purposes of implementing compliance by each of the executives with the Clawback Policy.
+Added: A copy of the form of First Amendment to Employment Agreement is attached hereto as Exhibit (10)(i) and incorporated herein by reference.
Exhibit (3)(i)(a)
10 unchanged sentences
Specimen Stock Certificate, incorporated by reference to Exhibit (4) to the Form 8-A filed with the Securities and Exchange Commission on September 2, 1999
+Added: Exhibit (10)(i)
+Added: First Amendment to Employment Agreement with each of the Company’s named executive officers:
+Added: Sellers, President and Chief Executive Officer;
+Added: Hooper, Executive Vice President and Chief Financial Officer;
+Added: and William D.
+Added: Cable, Sr., Executive Vice President and Chief Operating Officer
Exhibit (31)(a)
5 unchanged sentences
Exhibit (101)
−Removed: The following materials from the Company’s 10-Q Report for the quarterly period ended June 30, 2023, formatted in eXtensible Business Reporting Language (“XBRL”):
+Added: The following materials from the Company’s 10-Q Report for the quarterly period ended September 30, 2023, formatted in eXtensible Business Reporting Language (“XBRL”):
(i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Earnings, (iii) the Condensed Consolidated Statements of Comprehensive Income (iv) the Condensed Consolidated Statements of Changes in Shareholders’ Equity, (v) the Condensed Consolidated Statements of Cash Flows, and (vi) the Notes to the Condensed Consolidated Financial Statements.
1 unchanged sentence
Peoples Bancorp of North Carolina, Inc.
−Removed: August 8, 2023
+Added: November 7, 2023
President and Chief Executive Officer
(Principal Executive Officer)
−Removed: August 8, 2023
+Added: November 7, 2023
/s/ Jeffrey N.
2 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.