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): JUNE 13, 2006
PSB HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
WISCONSIN 0-26480 39-1804877
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification
incorporation) Number)
1905 W. STEWART AVENUE
WAUSAU, WI 54401
(Address of principal executive offices, including Zip Code)
(715) 842-2191
Registrant's telephone number, including area code
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:
(box) Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 23.425)
(box) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
(box) Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
(box) Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
INFORMATION TO BE INCLUDED IN THE REPORT
SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS
On June 13, 2006, PSB Holdings, Inc. ("PSB") announced that effective as
of July 1, 2006, Peter W. Knitt will assume the offices of President and CEO of
PSB and of its principal subsidiary, Peoples State Bank ("Peoples"). Mr. Knitt
will also become a director of PSB and Peoples effective July 1.
Mr. Knitt, age 48, has been employed by Peoples since January, 2003 as
Senior Vice President with principal responsibility for the Rhinelander and
Eagle River, Wisconsin, offices. Before joining Peoples, Mr. Knitt served as
President of M&I Merchants Bank, Rhinelander, Wisconsin from 1995 to 2001, and,
following M&I's consolidation of Merchant's charter in 2001, as Community
President and Group Manager of M&I's Rhinelander office.
Mr. Knitt will be employed under a three year employment agreement that
will provide for an initial base salary of $190,000. He will also be entitled
to customary perquisites, including the use of an automobile and country club
membership. The agreement, which is being finalized, will also provide for the
payment of three year's compensation in the event of a change in control of
PSB. The term of Mr. Knitt's agreement will extend for successive additional
periods of one year each upon expiration of the initial three-year term unless
either party notifies the other that no, or no further, extensions shall be
made. PSB expects to grant Mr. Knitt some form of stock option or other
equity based compensation, although no arrangement has yet been finalized.
Mr. Knitt currently participates in Peoples' Senior Management Incentive
Compensation Plan. The determination of his compensation for the 2006 fiscal
year under the plan will be adjusted effective July 1 to reflect his new status
as president and CEO. The plan, which has previously been filed by PSB,
provides an annual cash incentive opportunity for eligible participants.
Incentive compensation is determined under a formula that determines base
incentive compensation based upon the percentage by which the Peoples' budgeted
net income, the participant's departmental goals, and the participant's
individual goals have been achieved. Base incentive compensation is then
adjusted by a factor which takes into account the Peoples' achievement of its
goal for budgeted net income and the responsibility level of the individual
participant. The plan provides for ranges of incentive compensation ranging
from 0% to 45% of base salary for the CEO.
Mr. Knitt also currently participates in an Executive Deferred
Compensation Plan under which he is permitted to defer up to 80% of his annual
base salary. Each year, Peoples will match 20% of Mr. Knitt's deferrals up to
3% of his base salary and also contribute an amount equivalent to the year's
401(k) contribution as amounts deferred. Deferrals made by the participant and
Peoples' contributions are credited to an unfunded account. The account will
also be credited with interest at an annual rate equal to Peoples' return on
equity for the prior year minus 400 basis points. Mr. Knitt's interest in
Peoples' matching contribution and related
-2-
interest vests at a rate of 20% per year, beginning with his date of employment
by Peoples. Vested amounts will be distributed to the participant in
installments over a period not in excess of 10 years.
Mr. Knitt also participates in Peoples' Incentive Deferred Bonus Plan
(the "Deferred Bonus Plan"). Under the Deferred Bonus Plan, the board of
Peoples will annually establish the maximum bonus opportunity for each
participant expressed as a percentage of base salary and determined by the
degree to which the departmental and individual performance goals under the
Incentive Compensation Plan are attained; provided, however, that no bonus will
be earned unless Peoples has attained its budgeted net income for the year.
For 2006 and subsequent fiscal years, the maximum bonus opportunity has been
set at 10% of base salary. Any bonus earned by a participant will be credited
to an unfunded deferral account and credited with interest at an annual rate
equal to Peoples' return on equity for the year. Deferred amounts attributable
to any fiscal year (including accrued interest) will be distributed in cash to
the participant four years after the close of the year in which they were
earned, although such payment will be made earlier if the participant dies,
becomes disabled, or attains age sixty-four. If a participant terminates
employment for any other reason prior to distribution, his account will be
forfeited. A participant's account will be fully vested upon a change of
control.
The news release relating to Mr. Knitt's appointment is filed as Exhibit
99.1 to this report.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibit 99.1 News Release dated June 13, 2006
Exhibit 99.2 Executive Deferred Compensation Agreement between Peoples
State Bank and Peter W. Knitt
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.
PSB HOLDINGS, INC.
Date: June 13, 2006 By: DAVID A. SVACINA
David A. Svacina
Vice President
-3-
EXHIBIT INDEX
TO
FORM 8-K
OF
PSB HOLDINGS, INC.
DATED JUNE 13, 2006
Pursuant to Section 102(d) of Regulation S-T
(17 C.F.R. Section 232.102(d))
EXHIBIT 99.1 NEWS RELEASE DATED JUNE 13, 2006
EXHIBIT 99.2 EXECUTIVE DEFERRED COMPENSATION AGREEMENT BETWEEN PEOPLES STATE
BANK AND PETER W. KNITT
-4-