UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): February 23, 2010 (February
17, 2010)
RURBAN
FINANCIAL
CORP.
(Exact
name of registrant as specified in its charter)
|
Ohio
|
|
0-13507
|
|
34-1395608
|
|
(State
or other jurisdiction
of
incorporation or organization)
|
|
(Commission
File Number)
|
|
(IRS
Employer
Identification
No.)
|
401 Clinton Street,
Defiance, Ohio 43512
(Address
of principal executive offices) (Zip Code)
(419)
783-8950
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report.)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
|
Item
5.02.
|
Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
|
On
February 17, 2010, the Board of Directors of Rurban Financial Corp. (the
“Company”), upon the recommendation of the Governance and Nominating Committee,
elected Mark A. Klein as a director of the Company to join the class of
directors whose terms will expire at the 2010 Annual Meeting of
Shareholders.
Mr. Klein
has served as President and Chief Executive Officer of The State Bank and Trust
Company (“State Bank”) since January 2006, and has also served as President and
Chief Executive Officer of the Company since January 1, 2010. Mr.
Klein has been a director of State Bank since 2006. Prior to joining
the Company and State Bank, Mr. Klein was Senior Vice President in Private
Banking at Sky Bank, Toledo, Ohio from 2004 to January 2006, and Vice President
and Team Leader of Sky Bank from 2000 to 2004.
The
Company’s Board of Directors has determined that Mr. Klein and his immediate
family members do not have and have not had any relationships or transactions
(and no such relationships or transactions are presently expected) with the
Company or any of the Company’s subsidiaries, either directly or indirectly,
that would require disclosure under Item 404(a) of SEC Regulation S-K, except
that Mr. Klein and his immediate family members have obtained loans from State
Bank in the ordinary course of business and in compliance with applicable
federal and state laws and regulations. These loans have been made on
substantially the same terms, including the interest rate charged and collateral
required, as those prevailing at the time for comparable transactions with
persons not affiliated with the Company or its subsidiaries and have been, and
are presently, subject to no more than a normal risk of uncollectibility and
present no other unfavorable features.
SIGNATURE
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized.
|
|
RURBAN
FINANCIAL CORP.
|
|
|
|
|
|
|
|
Dated:
February 23, 2010
|
By:
/s/ Duane L.
Sinn
|
|
|
Duane
L. Sinn
|
|
|
Executive
Vice President and Chief Financial
Officer
|