false000167647900016764792022-06-012022-06-01
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):
June 01, 2022
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CAPSTAR FINANCIAL HOLDINGS, INC.
(Exact name of Registrant as Specified in Its Charter)
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Tennessee
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001-37886
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81-1527911
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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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1201 Demonbreun Street, Suite 700
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Nashville,
Tennessee
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37203
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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:
615
732-6400
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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:
☐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))
Securities registered pursuant to Section 12(b) of the
Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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Common Stock, $1.00 par value per share
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CSTR
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NASDAQ Global Select Market
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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 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Employment Agreement with Each Of The Chief Financial Officer,
Chief Operations Officer, Chief Credit Officer, Chief
Administrative Officer and Chief Risk Officer
On June 1, 2022 the Company and Bank entered into an Employment
Agreement (each, a “Employment
Agreement",
and, together, the "Employment
Agreements”)
with each of Michael J. Fowler, John A. Davis, Kevin L. Lambert,
Jennie L. O'Bryan and Amy C. Goodin (each an "Executive"). The
Employment agreements are effective June 1, 2022 and the term of
the Employment Agreements extends until June 1, 2025 (the
“Employment
Period”),
provided that at the end of each month of the Employment Period,
the Employment Period shall extend automatically for an additional
month, such that Employment Period shall expire on the third
anniversary of such extension date, until any party provides the
other parties advance written notice of its desire to cease
extending the Employment Period. Pursuant to each Employment
Agreement, the base salary for each of Mr. Fowler, Mr. Davis, Mr.
Lambert, Ms. O'Bryan and Ms. Goodin will be $275,000, $250,000,
$210,000, $208,000 and $150,000 per annum, respectively, and each
of Mr. Fowler, Mr. Davis, Mr. Lambert, Ms. O'Bryan and Ms. Goodin
will be eligible to receive an annual target bonus of not less than
40%, 25%, 10%, 40% and 10%, respectively, of their base salary with
a threshold of 50% of the target bonus opportunity and maximum of
150% of the target bonus opportunity, subject to satisfying
applicable performance goals. Each Executive also will be entitled
to participate in the Company’s equity award plan and in other
employment benefit plans and programs of the Company that are
generally applicable to other employees. Additional terms provided
for under the Employment Agreements include the
following:
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Each Executive's employment may be terminated during the Employment
Period at any time by the Company, with or without cause (as
defined in the Employment Agreement), or by each Executive with or
without good reason (as defined in the Employment Agreement) and is
subject to the potential for severance payments as discussed
below.
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In the event, during the Employment Period, that the Company
terminates an Executive’s employment without cause or the Executive
resigns for good reason, the Executive will be entitled
to:
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The sum of (A) the portion of the annual base salary due for the
period through the date of termination to the extent not
theretofore paid and (B) business expenses that have not been
reimbursed by the Company as of the date of
termination.
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Any unpaid annual bonus earned by the Executive in respect of the
fiscal year of the Company that was completed on or prior to the
date of termination.
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An amount equal to the product of the greater of (A) the target
annual bonus opportunity for the fiscal year in which the date of
termination occurs and (B) the average of the annual bonuses paid
or payable to the Executive in respect of the last three full
fiscal years prior to the date of termination multiplied by a
fraction, the numerator of which is the number of days in the
fiscal year in which the date of termination occurs through the
date of termination, and the denominator of which is
365.
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An amount payable in lump sum equal to one times the annual base
salary and bonus amount.
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An amount equal to 125% of the monthly premiums for coverage under
the Company's health care and life insurance plans for one
year.
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The vesting of any unvested equity awards held by the Executive as
of the date of termination shall be determined in discussion with
the Board of Directors of the Company and the Executive considering
the circumstances of the termination.
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The Employment Agreement provides for various customary business
protection provisions, including non-competition, non-solicitation,
non-disparagement, and confidentiality provisions.
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The above summary of the Employment Agreements is qualified by
reference in its entirety to the full Employment Agreements, which
are filed as Exhibits 10.1, 10.2, 10.3, 10.4 and 10.5 hereto and
are incorporated herein by reference.
Change in Control Continuity Agreement with Each Of The Chief
Financial Officer, Chief Operations Officer, Chief Credit Officer,
Chief Administrative Officer and Chief Risk Officer
On June 1, 2022 the Company and Bank entered into a Change in
Control and Continuity Agreement (each, a “CIC
Agreement",
and, together, the "CIC
Agreements”)
with each of Michael J. Fowler, John A. Davis, Kevin Lambert,
Jennie O'Bryan and Amy Goodin (each an "Executive"). Pursuant to
each CIC Agreement, in the event of a termination of the
Executive’s employment within three years following, or in
anticipation of, a Change in Control (as defined in the CIC
Agreement) (a) by the Company without Cause (as
defined in the CIC Agreement) or (b) by the Executive for Good
Reason (as defined in the CIC Agreement), the Executive is entitled
to a general entitlement of:
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a lump sum payment equal to the Executive’s unpaid annual Base
Salary through the date of termination
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the Executive's annual bonus payments earned but not yet paid for
any calendar year prior to the year of termination
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the Executive's pro rata annual bonus for the year of
termination
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a change-in-control entitlement consisting of
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a lump sum payment equal to the product of (I) the Severance
Multiple (one and one-half in the case of Mr. Fowler, Mr. Davis and
Mr. Lambert and one in the case of Ms. O'Bryan and Ms. Goodin as
defined in the CIC Agreement), multiplied by (II) the sum of (x)
Executive’s annual base salary and (y) the annual bonus
amount.
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any equity-based awards held by Executive as of the Date of
Termination shall vest in full (with any performance goals deemed
satisfied at the target level) and shall be settled within thirty
(30) days following the Date of Termination.
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an amount equal to the Company’s contributions under the
tax-qualified defined contribution plan and any excess or
supplemental defined contribution plans sponsored by the Company,
in which Executive participates as of immediately prior to the Date
of Termination (subject to the terms and qualifications outlined in
the CIC Agreement).
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immediate and unconditional vesting of any unvested stock options
and stock grants previously granted to the Executive and the right,
for one year following such termination, to exercise any stock
options or stock grants held by the Executive.
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an amount equal to the product of (A) the sum of (x) 125% of the
monthly premiums for coverage under the Company's health care plans
for purposes of continuation coverage under Section 4980B of the
Internal Revenue Code with respect to the maximum level of coverage
in effect for Executive and Executive’s dependents as of
immediately prior to the date of termination, and (y) 125% of the
monthly premium for coverage (based on the rate paid by the Company
for active employees) under the life insurance plans of the
Company, in each case, based on the plans and at the levels of
participation in which Executive participates as of immediately
prior to the date of termination, multiplied by (B) the number of
months in the Severance Period (as defined by the CIC Agreement);
and subject to Executive’s payment of any applicable premiums, to
the extent administratively practicable, Company shall permit
Executive and Executive’s spouse and dependents to continue to
participate, at their own cost, in such health care plans during
the Severance Period.
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the Company shall, at its sole expense as incurred, provide
Executive with outplacement services the scope and provider of
which shall be selected by Executive in Executive’s sole
discretion, but the cost thereof shall not exceed
$25,000.
The above summary of the CIC Agreements is qualified in its
entirety by the full text of the form of the CIC Agreement, which
is attached hereto as Exhibits 10.6, 10.7, 10.8, 10.9 and 10.10 to
this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibit index lists the exhibits that are filed with
this Current Report on Form 8-K.
EXHIBIT INDEX
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Exhibit Number
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Description
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10.1
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Employment Agreement Dated June 1, 2022 By and Among CapStar
Financial Holdings, CapStar Bank and Michael J.
Fowler
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10.2
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Employment Agreement Dated June 1, 2022 By and Among CapStar
Financial Holdings, CapStar Bank and John A. Davis
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10.3
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Employment Agreement Dated June 1, 2022 By and Among CapStar
Financial Holdings, CapStar Bank and Kevin Lambert
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10.4
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Employment Agreement Dated June 1, 2022 By and Among CapStar
Financial Holdings, CapStar Bank and Jennie O'Bryan
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10.5
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Employment Agreement Dated June 1, 2022 By and Among CapStar
Financial Holdings, CapStar Bank and Amy Goodin
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10.6
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Change in Control Continuity Agreement Dated June 1, 2022 By and
Among CapStar Financial Holdings, CapStar Bank and Michael J.
Fowler
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10.7
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Change in Control Continuity Agreement Dated June 1, 2022 By and
Among CapStar Financial Holdings, CapStar Bank and John A.
Davis
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10.8
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Change in Control Continuity Agreement Dated June 1, 2022 By and
Among CapStar Financial Holdings, CapStar Bank and Kevin
Lambert
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10.9
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Change in Control Continuity Agreement Dated June 1, 2022 By and
Among CapStar Financial Holdings, CapStar Bank and Jennie
O'Bryan
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10.10
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Change in Control Continuity Agreement Dated June 1, 2022 By and
Among CapStar Financial Holdings, CapStar Bank and Amy
Goodin
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104
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Cover Page Interactive Data File (embedded within Inline XBRL
document)
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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 thereunto duly authorized.
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CAPSTAR FINANCIAL HOLDINGS, INC.
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Date:
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June 6, 2022
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By:
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/s/ Michael J. Fowler
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Michael J. Fowler
Chief Financial Officer
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