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 17, 2005
Fidelity Southern Corporation
(Exact name of registrant as specified in its charter)
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Georgia
(State or other Jurisdiction
of Incorporation)
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000-22374
(Commission File Number)
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58-1416811
(IRS Employer
Identification No.) |
3490 Piedmont Road, Suite 1550
Atlanta, Georgia 30305
(Address of principal executive offices) (Zip Code)
(404) 639-6500
(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:
o Written communications pursuant to Rule 425 under the Securities Act
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
Item 1.01 Entry into a Material Definitive Agreement
On November 17, 2005, the Compensation Committee of the Board of Directors of Fidelity
Southern Corporation authorized management to prepare an amended and restated employment agreement
for H. Palmer Proctor, Jr., Vice President, in order to provide that Mr. Proctor’s annual base
salary would be $300,000 per year with incentive compensation not to exceed $50,000, based upon
Fidelity achieving targeted income levels established by the Compensation Committee. The new
salary and incentive compensation will be effective as of January 1, 2006. The amended and
restated employment agreement is subject to final approval by the Compensation Committee.