Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 15, 2021, the Board of Directors of Ohio Valley Banc Corp. (the
"Company") unanimously elected K. Ryan Smith to serve on the Board of Directors
of the Company effective July 1, 2021. Mr. Smith will serve in the class of
directors whose terms expire at the annual meeting of shareholders in 2022. On
June 15, 2021, Mr. Smith was also elected to serve on the Board of Directors of
The Ohio Valley Bank Company (the "Bank"), a wholly-owned subsidiary of the
Company, effective July 1, 2021. Mr. Smith was appointed to the Trust Committee
of the Bank effective July 1, 2022.
In his capacity as a non-employee director of the Company, Mr. Smith will
receive the director fees and benefits that other non-employee directors
receive, as disclosed in Exhibit 10.8 to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 2020 (the "2020 10-K"). He is
expected to execute an agreement under the Director Retirement Plan in the form
of the agreement attached as Exhibit 10.3(a) to 2020 10-K.
The Bank has banking transactions in the ordinary course of the Bank's business
with Mr. Smith and his family members and entities with which they are
associated. All loans by the Bank in which Mr. Smith or any "related person"
within the meaning of Item 404(a) of Regulation S-K of the Securities and
Exchange Commission has or will have a direct or indirect material interest
since the beginning of fiscal year 2020 (a) were not disclosed as nonaccrual,
past due, restructured or potential problems; (b) were made in the ordinary
course of business; (c) were made on substantially the same terms, including
interest rates and collateral, as those prevailing at the time for comparable
loans with persons not related to the Bank; and (d) did not involve more than
the normal risk of collectability or present other unfavorable features.
A copy of a press release issued to announce Mr. Smith's election is attached
hereto as an exhibit and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits - The following exhibit is being filed with this Current Report on
Form 8-K:
Exhibit Number Description
99.1 Press release issued on June 16, 2021.
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