Current Report Filing (8-k)
May 29 2018 - 4:18PM
Edgar (US Regulatory)
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): May 24, 2018
Cadence Bancorporation
(Exact name of registrant as specified in its charter)
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Delaware
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001-38058
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47-1329858
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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2800 Post Oak Boulevard, Suite 3800
Houston, Texas
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77056
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(Address of principal executive offices)
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(Zip Code)
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(713)
871-4000
(Registrants telephone number, including area code)
Not Applicable
(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):
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the
Exchange Act (17 CFR
240.14a-12)
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☐
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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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☐
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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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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. ☐
Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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On May 24, 2018, the board of directors (the Board) of Cadence Bancorporation (the Company) appointed Marc J.
Shapiro as a director of the Company, effective immediately. Mr. Shapiro was formerly a senior advisory director of the Company.
As
a
non-employee
director, Mr. Shapiro will receive compensation in the same manner as the Companys other
non-employee
directors. The Company previously
disclosed the terms of
non-employee
director compensation in its Definitive Proxy Statement on Schedule 14A for its 2018 Annual Meeting of Stockholders, filed with the U.S. Securities and Exchange Commission
(the Commission) on March 30, 2018, which description is incorporated herein by reference.
In connection with this
appointment, Mr. Shapiro will enter into a form indemnification agreement with the Company, similar to those that were entered into by the Companys other directors, which is filed as Exhibit 10.14 to the Registration Statement on Form
S-1
of the Company (Registration
No. 333-216809),
filed with the Commission on March 17, 2017.
There are no arrangements or understandings between Mr. Shapiro and any other person pursuant to which he was selected to serve as a
director of the Company. Neither Mr. Shapiro nor any of his related persons (as defined in Item 404(a) of Regulation
S-K
under the Securities Exchange Act of 1934, as amended (the Exchange
Act)) is a party to any transaction in which the Company is a participant that is required to be disclosed under Item 404(a) of Regulation
S-K
under the Exchange Act.
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.
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Cadence Bancorporation
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Date: May 29, 2018
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By:
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/s/ Jerry W. Powell
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Name:
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Jerry W. Powell
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Title:
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Executive Vice President and General Counsel
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