UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

May 18, 2022

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SALISBURY BANCORP, INC.

(Exact name of registrant as specified in its charter)

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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:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ 

Section 5. Corporate Governance and Management

Effective May 18, 2022, Nancy F. Humphreys retired as a director of Salisbury Bancorp, Inc. (the “Company”) and its subsidiary, Salisbury Bank and Trust Company (the “Bank”). Ms. Humphreys, age 80, has served on the Board of Directors of the Company and the Bank since 2001. Ms. Humphreys’ retirement is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

On May 18, 2022, the Board of Directors of the Bank, the wholly-owned bank subsidiary of the Company, approved a Change in Control Agreement (the “Agreement”) with Stephen Scott, Executive Vice President, Chief Operating Officer of the Bank.

Such Agreement will automatically renew for additional one-year terms, unless either party elects not to renew the Agreement by providing notice of non-renewal to the other party at least thirty (30) days prior to the renewal date. In the event the Company or the Bank at any time during the term of the Agreement effects a transaction which would be a Change in Control (as defined in the Agreement) then the Agreement shall be automatically extended for twelve (12) months following the date a Change in Control occurs.

Pursuant to the Agreement, Mr. Scott is eligible to receive benefits subject to certain conditions set forth in the Agreement in the event that Mr. Scott is involuntarily terminated on or after a Change in Control for reasons other than Cause (as defined in the Agreement) (or due to his death or disability), or is voluntarily terminated for Good Reason (as defined in the Agreement) on or after a Change in Control. Such Change in Control benefits include a lump sum cash payment equal to one (1) times Mr. Scott’s annual base salary in effect on his date of termination, or if greater, his average annual base salary rate for the twelve (12) months immediately prior to his termination date and one (1) times his highest annual cash bonus paid during or attributable to either of the prior two (2) calendar years. In addition, Mr. Scott would be entitled to the continuation of current Bank provided dental, medical and life insurance coverage and other benefits as set forth in the Agreement for one (1) year. In no event may any compensation payable under the Agreement constitute an “excess parachute payment” under Section 280G or violate Section 409A of the Internal Revenue Code.

Payment of Change in Control benefits under the Agreement are conditioned upon Mr. Scott’s covenant to comply with non-compete, non-solicitation and non-disclosure provisions for a period of one (1) year following his termination of employment. Notwithstanding any provision in the Agreement, Mr. Scott will serve as an employee-at-will.

A copy of the Agreement is attached as Exhibit 10.1.

The Annual Meeting was held on Wednesday, May 18, 2022. On the record date of March 16, 2022, there were 2,876,047 shares issued, outstanding and eligible to vote, of which 2,331,452 shares, or 81.06%, were represented at the Annual Meeting either in person or by proxy.

The results of matters voted upon are presented below:

Salisbury’s shareholders, at its Annual Meeting held on May 18, 2022, approved an amendment to Salisbury’s Certificate of Incorporation to increase Salisbury’s authorized shares of Common Stock from 5,000,000 to 10,000,000 shares. Additionally, the Board announced that it has approved and declared a two-for-one forward split (the “Stock Split”) of the shares of Salisbury’s Common Stock in the form of a stock dividend to shareholders of record as of June 1, 2022 with an effective date / payment date of the stock dividend of June 30, 2022. As a result of the Stock Split, each shareholder of record on the record date will receive one additional share of common stock for each share held. Each shareholder’s percentage of ownership and proportional voting power will remain unchanged after the Stock Split.

A copy of the press release announcing the Stock Split is attached as Exhibit 99.1 and is incorporated herein by reference.

(a)       Not Applicable.

(b)       Not Applicable.

(c)       Not Applicable.

(d)       Exhibits.

SIGNATURE

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.