8-K
filed July 1, 2024, 7:59 PM ET
ticker ORRF
CIK 0000826154
M&A
confidence high
sentiment positive
materiality 0.90
Orrstown completes merger with Codorus Valley; 0.875 exchange ratio, combined entity trades as ORRF
ORRSTOWN FINANCIAL SERVICES INC
- Merger of equals completed July 1, 2024; CVLY shareholders receive 0.875 ORRF shares per share.
- Combined company trades as ORRF; former CVLY shareholders own ~44% of combined entity.
- Board expanded to 13 directors, including 6 from Codorus Valley; 4 ORRF directors resigned.
- Craig Kauffman named EVP/COO, to succeed as CEO by June 1, 2025; base salary $600k, 10k RSU grant.
- Orrstown assumed $41.3M in trust preferred and subordinated debt from Codorus Valley.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Brian D. Brunner was appointed as Director at ORRSTOWN FINANCIAL SERVICES INC.
- Action
- appointed
- Role
- Director
Exact text from the filing
the six directors designated by Codorus Valley pursuant to the Merger Agreement, each of whom previously served as a member of the board of directors of Codorus Valley and PeoplesBank, and were appointed by the Orrstown Board and Orrstown Bank Board, in each case effective as of the Effective Time, are as follows: Brian D. Brunner and Scott V. Fainor to Class A, Craig L. Kauffman and J. Rodney Messick to Class B and Sarah M. Brown and John W. Giambalvo to Class C
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Scott V. Fainor was appointed as Director at ORRSTOWN FINANCIAL SERVICES INC.
- Action
- appointed
- Role
- Director
Exact text from the filing
the six directors designated by Codorus Valley pursuant to the Merger Agreement, each of whom previously served as a member of the board of directors of Codorus Valley and PeoplesBank, and were appointed by the Orrstown Board and Orrstown Bank Board, in each case effective as of the Effective Time, are as follows: Brian D. Brunner and Scott V. Fainor to Class A, Craig L. Kauffman and J. Rodney Messick to Class B and Sarah M. Brown and John W. Giambalvo to Class C
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
J. Rodney Messick was appointed as Vice Chairman of the Orrstown Board at ORRSTOWN FINANCIAL SERVICES INC.
- Action
- appointed as Vice Chairman
- Role
- Vice Chairman of the Orrstown Board
Exact text from the filing
pursuant to the Merger Agreement, effective as of the Effective Time, J. Rodney Messick, the former chairman of the Codorus Valley board of directors, was appointed as the Vice Chairman of the Orrstown Board and Orrstown Bank Board.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Sarah M. Brown was appointed as Director at ORRSTOWN FINANCIAL SERVICES INC.
- Action
- appointed
- Role
- Director
Exact text from the filing
the six directors designated by Codorus Valley pursuant to the Merger Agreement, each of whom previously served as a member of the board of directors of Codorus Valley and PeoplesBank, and were appointed by the Orrstown Board and Orrstown Bank Board, in each case effective as of the Effective Time, are as follows: Brian D. Brunner and Scott V. Fainor to Class A, Craig L. Kauffman and J. Rodney Messick to Class B and Sarah M. Brown and John W. Giambalvo to Class C
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Craig L. Kauffman was appointed as Director at ORRSTOWN FINANCIAL SERVICES INC.
- Action
- appointed
- Role
- Director
Exact text from the filing
the six directors designated by Codorus Valley pursuant to the Merger Agreement, each of whom previously served as a member of the board of directors of Codorus Valley and PeoplesBank, and were appointed by the Orrstown Board and Orrstown Bank Board, in each case effective as of the Effective Time, are as follows: Brian D. Brunner and Scott V. Fainor to Class A, Craig L. Kauffman and J. Rodney Messick to Class B and Sarah M. Brown and John W. Giambalvo to Class C
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Thomas D. Longenecker resigned as Director at ORRSTOWN FINANCIAL SERVICES INC.
- Action
- resigned
- Role
- Director
Exact text from the filing
Thomas D. Longenecker, Meera R. Modi, Andrea L. Pugh and Floyd E. Stoner tendered their resignations as members of the Orrstown Board and Orrstown Bank Board and from all committees of the Orrstown Board and Orrstown Bank Board, in each case effective as of the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
John W. Giambalvo was appointed as Director at ORRSTOWN FINANCIAL SERVICES INC.
- Action
- appointed
- Role
- Director
Exact text from the filing
the six directors designated by Codorus Valley pursuant to the Merger Agreement, each of whom previously served as a member of the board of directors of Codorus Valley and PeoplesBank, and were appointed by the Orrstown Board and Orrstown Bank Board, in each case effective as of the Effective Time, are as follows: Brian D. Brunner and Scott V. Fainor to Class A, Craig L. Kauffman and J. Rodney Messick to Class B and Sarah M. Brown and John W. Giambalvo to Class C
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Meera R. Modi resigned as Director at ORRSTOWN FINANCIAL SERVICES INC.
- Action
- resigned
- Role
- Director
Exact text from the filing
Thomas D. Longenecker, Meera R. Modi, Andrea L. Pugh and Floyd E. Stoner tendered their resignations as members of the Orrstown Board and Orrstown Bank Board and from all committees of the Orrstown Board and Orrstown Bank Board, in each case effective as of the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Joel R. Zullinger was appointed as Class C Director at ORRSTOWN FINANCIAL SERVICES INC.
- Action
- resigned as Class A Director and reappointed as Class C Director
- Role
- Class C Director
Exact text from the filing
Glenn W. Snoke and Joel R. Zullinger, members of the Orrstown Board, resigned from each of their position as a Class A Director, subject to and conditioned upon each of their immediate reappointment as a Class C Director.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Floyd E. Stoner resigned as Director at ORRSTOWN FINANCIAL SERVICES INC.
- Action
- resigned
- Role
- Director
Exact text from the filing
Thomas D. Longenecker, Meera R. Modi, Andrea L. Pugh and Floyd E. Stoner tendered their resignations as members of the Orrstown Board and Orrstown Bank Board and from all committees of the Orrstown Board and Orrstown Bank Board, in each case effective as of the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
J. Rodney Messick was appointed as Director at ORRSTOWN FINANCIAL SERVICES INC.
- Action
- appointed
- Role
- Director
Exact text from the filing
the six directors designated by Codorus Valley pursuant to the Merger Agreement, each of whom previously served as a member of the board of directors of Codorus Valley and PeoplesBank, and were appointed by the Orrstown Board and Orrstown Bank Board, in each case effective as of the Effective Time, are as follows: Brian D. Brunner and Scott V. Fainor to Class A, Craig L. Kauffman and J. Rodney Messick to Class B and Sarah M. Brown and John W. Giambalvo to Class C
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Glenn W. Snoke was appointed as Class C Director at ORRSTOWN FINANCIAL SERVICES INC.
- Action
- resigned as Class A Director and reappointed as Class C Director
- Role
- Class C Director
Exact text from the filing
Glenn W. Snoke and Joel R. Zullinger, members of the Orrstown Board, resigned from each of their position as a Class A Director, subject to and conditioned upon each of their immediate reappointment as a Class C Director.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Andrea L. Pugh resigned as Director at ORRSTOWN FINANCIAL SERVICES INC.
- Action
- resigned
- Role
- Director
Exact text from the filing
Thomas D. Longenecker, Meera R. Modi, Andrea L. Pugh and Floyd E. Stoner tendered their resignations as members of the Orrstown Board and Orrstown Bank Board and from all committees of the Orrstown Board and Orrstown Bank Board, in each case effective as of the Effective Time.
View on SEC.gov
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