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): November 16, 2011
CORNERSTONE FINANCIAL CORPORATION
---------------------------------
(Exact name of registrant as specified in its charter)
NEW JERSEY 000-53576 80-0282551
---------- ----------- ------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
6000 MIDLANTIC DRIVE
MT. LAUREL, NEW JERSEY 08054 08054
--------------------------------------- ----------
(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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
The Registrant and Cornerstone Bank, a New Jersey state chartered commercial
bank and the wholly-owned subsidiary of the Registrant (the "Bank"), entered
into the Second Amended and Restated Employment Agreement with its Chairman,
President and Chief Executive Officer, George W. Matteo, Jr., the details of
which are set forth herein at Item 5.02.
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
(e)
On November 16, 2011, the Registrant and the Bank entered into the Second
Amended and Restated Employment Agreement (the "A&R Agreement") with George W.
Matteo, Jr., the Registrant's Chairman, President and Chief Executive Officer.
The A&R Agreement amended the agreement originally dated January 10, 2008, as
amended on July 16, 2009 (jointly, the "Original Agreement"). The financial
terms of the A&R Agreement are substantially similar to the financial terms
contained in the Original Agreement, provided that Mr. Matteo's salary shall be
$375,000 annually, with adjustments thereafter as determined by the Board of
Directors. In addition, the A&R Agreement makes clear that Mr. Matteo is
entitled to participate in the Registrant's equity based incentive plans
implemented for executive level employees. The other changes effected by the A&R
Agreement are administrative.
A copy the A&R Agreement is annexed hereto as Exhibit 10.1.
Item 9.01 - Financial Statements and Exhibits
(d) Exhibits
10.1 Amended and Restated Employment Agreement by and among Cornerstone
Financial Corporation, Cornerstone Bank and George W. Matteo Jr. dated
November 16, 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
---------------------------------
(Registrant)
Dated: November 17, 2011 By: /s/ Keith Winchester
---------------------------------
Keith Winchester
Executive Vice President and
Chief Financial Officer