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
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Date
of Report (Date of earliest event reported)
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March
31, 2009
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MARLIN
BUSINESS SERVICES CORP.
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(Exact
name of registrant as specified in its charter)
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Pennsylvania
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000-50448
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38-3686388
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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300
Fellowship Road, Mount Laurel, NJ
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08054
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code
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(888)
479-9111
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(Former
name or former address, if changed since last report.)
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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 (see General Instruction A.2.
below):
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[ ]
Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01. Entry
into a Material Definitive Agreement.
On
March 31, 2009, the Board of Directors of Marlin Business Services Corp.
approved changes to the cash and equity compensation of its non-employee
independent directors. These changes are effective as of March 31, 2009
and supersede the compensation arrangements with respect to non-employee
independent directors that were in effect immediately prior to such date.
A copy of the updated compensation policy for non-employee independent directors
is attached hereto as Exhibit 10.1 and is incorporated by reference
herein.
Item
5.02. Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
Appointment
of Non-Employee Chairman of the Board
On
March 31, 2009, the Board of Directors of Marlin Business Services Corp.
appointed Kevin J. McGinty as non-employee Chairman of the Board. As
non-employee Chairman of the Board, Mr. McGinty will be paid an annual
retainer of $100,000, to be paid in quarterly installments. In
addition, as non-employee Chairman of the Board, Mr. McGinty will receive an
annual option grant yielding a present value of $10,250 and an annual restricted
stock grant yielding a present value of $30,750. The annual option
grant will have a seven year term and will cliff vest one year from the grant
date, and the annual restricted stock grant will vest at the earlier of (a)
seven years from the grant gate and (b) six months following the non-employee
Chairman’s termination of Board service. A copy of the updated
compensation policy for non-employee independent directors is attached hereto as
Exhibit 10.1 and is incorporated by reference herein.
Item
9.01. Financial Statements and
Exhibits.
(d) Exhibits.
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10.1
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Compensation
Policy for Non-Employee Independent
Directors
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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.
MARLIN BUSINESS SERVICES
CORP.
(Registrant)
Date:
April 1,
2009 /s/
Daniel P. Dyer
Daniel
P. Dyer
Chief
Executive Officer
INDEX
TO EXHIBITS
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10.1
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Compensation
Policy for Non-Employee Independent
Directors
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