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
January 31, 2006
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(Date of earliest event reported)
Date of Report
Access National Corporation
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(Exact name of registrant as specified in its charter)
Virginia 000-49929 82-0545425
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1800 Robert Fulton Drive, Suite 300, Reston, VA 20191
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(Address of principal executive offices) (Zip Code)
(703) 871-2100
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(Registrant's telephone number, including area code)
n/a
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(Former name or former address, if changed since last report.)
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 (see General Instruction A.2. below):
|_| 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.
On January 31, 2006, the Compensation Committee (the "Committee") of Access
National Corporation (the "Company") met (the "Compensation Meeting") to review
the performance of the Company for 2005, to establish the 2006 base salaries for
the Chief Executive Officer and the other executive officers and to determine
the cash incentive awards for the Company's executives for 2005.
Compensation of the Named Executive Officers
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At the Compensation Meeting, the Committee recommended a new base salary
for 2006 and short-term cash incentives for 2005 for the named executive
officers. The following table sets forth the Committee's recommendations to the
Board of Directors for the executive compensation:
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2006 Base 2005 Cash
Name/Position Salary Incentive
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Michael W. Clarke, President, CEO $270,000 $250,000
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Robert C. Shoemaker, Executive Vice President, CCO $208,650 $120,000
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Charles Wimer, Executive Vice President, CFO $165,000 $ 55,000
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Dean F. Hackemer, President (Access National Mortgage) $266,875 $250,000
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These recommendations were presented to the Board of Directors for approval
at its meeting on January 31, 2006. The Board of Directors approved the
recommendations of the Committee.
The cash incentive will be paid in February 2006.
Compensation of Non-Employee Directors
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At the Compensation meeting, the Committee also reviewed recommendations by
the Chief Executive Officer (the "CEO") relating to base retainer fees for 2006
and short-term cash incentives for 2005 for the Company's non-employee
directors.
Based on its review of the CEO's recommendations, the Committee approved
the following compensation for the Non-Employee Directors of the Company:
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2006 2005 2005 Cash
Name/Position Retainer Retainer Incentive
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Jacques Rebibo, Non-Executive Chairman $38,875 $37,000 $25,000
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J. Randy Babbitt, Non-Employee Director $26,875 $25,000 $25,000
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Thomas Kody, Non-Employee Director $26,875 $25,000 $25,000
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John W. Edgemond IV, Non-Employee Director $26,875 $25,000 $25,000
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James L. Jadlos, Non-Employee Director $26,875 $25,000 $25,000
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These recommendations were presented to the Board of Directors for approval
at its meeting on January 31, 2006. The Board of Directors approved the
recommendations of the Committee.
For the Non-Executive Chairman, $1,000 of the indicated 2005 and 2006
retainer amounts are paid monthly, totaling $12,000 per year. The balance of the
2005 retainer and cash incentive for all Non-Employee Directors, including the
Chairman, will be paid in February 2006. The 2006 Retainer will be paid by
quarterly installments in the month following the end of each fiscal quarter for
2006.
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.
ACCESS NATIONAL CORPORATION
(Registrant)
Date: February 6, 2006 By: /s/ Michael W. Clarke
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Name: Michael W. Clarke
Title: President and Chief Executive
Officer