Form 8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): July 21, 2005 (July 19, 2005)
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BANCORP RHODE ISLAND, INC.
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(Exact name of registrant as specified in its charter)
Rhode Island
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(State or other jurisdiction of incorporation)
333-33182 05-0509802
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(Commission File Number) (IRS Employer Identification Number)
One Turks Head Place, Providence, Rhode Island 02903
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(Address of principal executive offices)
(401) 456-5000
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name or former address, if changed since last report)
Item 1.01. Entry into a Material Definitive Agreement
On July 19, 2005, the Compensation Committee (the "Committee") of the Board of
Directors of Bancorp Rhode Island, Inc. (the "Registrant") approved a $5,000 a
year increase to the salary of Linda H. Simmons, Chief Financial Officer and
Treasurer of the Registrant and Bank Rhode Island, the Registrant's wholly owned
subsidiary (the "Bank"), increasing her annual salary from $213,000 to $218,000.
The Committee also approved an increase in Ms. Simmons' maximum annual bonus
opportunity under the Registrant's Executive Cash Bonus Policy from 40% of her
base salary to 50% and approved an increase to her annual retirement benefit
under the Registrant's 2002 Supplemental Retirement Benefit Plan ("SERP") from
$50,000 to an amount equal to 70% of her annual compensation reduced by employer
contributions under the Registrant's 401(k) plan and any social security offset.
The increase in her annual supplemental retirement benefit is subject to Ms.
Simmons' insurability and formal amendment of the SERP. Finally, the Compensation
Committee granted Ms. Simmons options to purchase 8,000 shares of the Registrant's
common stock, at an exercise price of $36.54 and vesting in four equal annual
installments commencing on July 19, 2005. The modifications to Ms. Simmons'
compensation approved by the Compensation Committee were made in connection
with her appointment as Chief Financial Officer and Treasurer of the Registrant
and the Bank.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
Exhibit No. Exhibit
None.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
BANCORP RHODE ISLAND, INC.
By: /s/ Merrill W. Sherman
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Merrill W. Sherman
Chief Executive Officer
Date: July 21, 2005