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): August 18, 2011
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CORNERSTONE FINANCIAL CORPORATION
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(Exact name of registrant as specified in its charter)
NEW JERSEY 000-53576 80-0282551
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
6000 MIDLANTIC DRIVE
MT. LAUREL, NEW JERSEY 08054 08054
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (856) 439-0300
[ ] 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.
(c) The Registrant announced on August 18, 2011, that Scott Kintzing was
appointed Executive Vice President and Market President of Cornerstone Bank, the
Registrant's wholly-owned subsidiary ("Cornerstone Bank"). In his new role, Mr.
Kintzing will lead Cornerstone Bank's Commercial Banking Division. The table
below sets forth certain information about Mr. Kintzing:
PRINCIPAL OCCUPATION FOR
NAME AND POSITION AGE THE PAST FIVE YEARS OFFICER SINCE TERM EXPIRES
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Scott Kintzing 58 President, Chief Executive 1997 N/A (1)
Executive Vice Officer Vice Chairman and
President and Chairman of The Bank,
Market President part of the Fulton
Financial Corporation.
Vice Chairman and President
of the New Jersey Division of
Fulton Financial Corporation 2008
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(1) Officers serve at the pleasure of the Board of Directors
There are no arrangements or understandings between Mr. Kintzing and any other
persons pursuant to which Mr. Kintzing was selected as Executive Vice President
and Market President. Mr. Kintzing has no family relationship with any other
director or executive officer of the Registrant or of Cornerstone Bank, nor with
any person nominated or chosen to serve as a director or executive officer of
the Registrant or Cornerstone Bank. Mr. Kintzing is not a director of any
company with a class of securities registered pursuant to section 12, of the
Securities Exchange Act of 1934, as amended (the "Act"), subject to the
requirements of section 15(d) of the Act, or of any company under the Investment
Company Act of 1940.
There are no "related party transactions" between Mr. Kintzing and the
Registrant or Cornerstone Bank except for transactions made in the ordinary
course of business on substantially the same terms, including interest rates and
collateral, as those prevailing at the time for comparable transactions, and
does not involve more than the normal risk of collectibility or present other
unfavorable features.
Although the Registrant and Cornerstone Bank are not parties to any written
employment agreement with Mr. Kintzing, and he is an employee at-will serving at
the pleasure of the Board of Directors, Cornerstone Bank agreed to provide Mr.
Kintzing with the following as a condition to his employment:
1) An annual salary for the balance of 2011 of $225,000, payable
in accordance with Cornerstone Bank's usually payroll method;
2) A bonus payment for the year ended December 31, 2011 equal to
25 basis points for each loan closed and funded from date of
hire through December 31, 2011, with a maximum of $25,000;
3) In January and February of 2012, his salary shall be equal to
the prorated portion of an annual salary of $225,000 plus 80%
of the bonus paid in accordance with number 2 above, payable
in accordance with Cornerstone Bank's usual payroll method;
his salary will be reevaluated with all other executives of
Cornerstone Bank in March 2012;
4) A signing bonus of $10,000;
5) A grant of 6,000 stock options in January 2012 vesting over a
three year period; and
6) An automobile allowance of $9,500 per year.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits. The following is filed as an Exhibit to this Current Report
on Form 8-K:
99.1 Press Release dated August 18, 2011
SIGNATURES
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.
CORNERSTONE FINANCIAL CORPORATION
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(Registrant)
Dated: August 22, 2011 By: /s/ Keith Winchester
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Keith Winchester
Executive Vice President and
Chief Financial Officer