Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
West Bancorporation, Inc. 2021 Equity Incentive Plan
At the 2021 Annual Meeting of Stockholders (the "Annual Meeting") of West Bancorporation, Inc. (the “Company”) held on April 29, 2021, the Company’s stockholders approved the West Bancorporation, Inc. 2021 Equity Incentive Plan (the “2021 Equity Plan”). The 2021 Equity Plan was adopted by our Board on January 27, 2021, subject to approval of our stockholders, to promote the growth, profitability, and long-term financial success of the Company, to provide a means to incentivize officers, other employees and non-employee directors to achieve long-term corporate objectives, to attract, retain, and reward such individuals who can and do contribute to such success, to further align the interests of such individuals with those of the Company’s stockholders, and to provide such individuals with an opportunity to acquire shares of the Company’s common stock. The 2021 Equity Plan will be administered by the Compensation Committee, which has the authority to select award recipients from the eligible participants, determine the types of awards to be granted, and determine the applicable terms, conditions, performance criteria, restrictions and other provisions of such awards, including any vesting or accelerated vesting requirements or conditions applicable to an award or awards.
The 2021 Equity Plan incorporates a broad variety of cash-based and equity-based incentive compensation elements to provide the Compensation Committee with significant flexibility to appropriately address the requirements and limitations of applicable legal, regulatory and financial accounting standards in a manner mutually consistent with the purposes of the 2021 Equity Plan and stockholder interests.
Subject to permitted adjustments for certain corporate transactions, the maximum number of shares that may be delivered to participants, or their beneficiaries, under the 2021 Equity Plan is 625,000 shares of the Company’s common stock.
The foregoing description of the 2021 Equity Plan is qualified in its entirety by the text of the 2021 Equity Plan, which is filed as Exhibit 10.1 hereto, and which is incorporated herein by reference.
Employment Agreement
On April 29, 2021, the Company entered into an employment agreement with Bradley Peters in connection with his appointment as Executive Vice President of the Company and its subsidiary, West Bank (the “Agreement”). Mr. Peters currently serves as Minnesota Group President of West Bank. He will report to Chief Executive Officer Dave Nelson and perform duties assigned by Mr. Nelson. Mr. Peters will be one of the senior executive officers of the Company.
The term of the Agreement commenced on April 29, 2021 and continues until December 31, 2023 (the "Employment Period"). The Employment Period shall be extended automatically for one additional year beginning on January 1, 2023 and on each January 1 thereafter unless and until terminated in accordance with the terms of the Agreement.
Mr. Peters will be paid $275,000 per year and will be eligible to receive a performance-based annual incentive bonus and such annual increases and equity compensation as may be awarded by the Board of Directors of the Company. Mr. Peters will also receive usual Company benefits and perquisites for senior executive officers. The Agreement also provides for severance benefits in the event of termination by the Company other than for cause or by Mr. Peters for good reason, and enhanced severance benefits in the event of either type of termination within six months prior to or 24 months following a change in control of the Company. All severance benefits under the Agreement are contingent upon Mr. Peter's execution and non-revocation of a general release and waiver of claims against the Company and its affiliates. The Agreement includes a “clawback” provision should any severance payment require recapture under any applicable statute, law, regulation, or regulatory interpretation or guidance. The Agreement contains terms prohibiting competition, solicitation, or disclosure adverse to the Company’s interests for one year after Mr. Peters terminates from employment for any reason (two years if in connection with a change in control). The Agreement may be terminated at will by either party.
Mr. Peters, age 57, has been employed as Minnesota Group President for West Bank since January 2, 2019 and from August 2010 to December 2018, as EVP/Group President at Bremer Bank where he was responsible for new market expansion and oversight of their South Central Minnesota, South East Minnesota, Twin Cities and Wisconsin regions.
The Agreement is attached hereto as Exhibit 10.2 and is incorporated herein by reference. The description of the Agreement herein is a summary of the material terms, does not purport to be complete and is qualified in its entirety by reference to Exhibit 10.2.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company's Annual Meeting was held on April 29, 2021. The record date for determination of shareholders entitled to vote at the Annual Meeting was February 19, 2021. There were 16,469,272 shares of common stock outstanding as of that date, with each such share being entitled to one vote. At the Annual Meeting, the holders of 13,760,573 shares, or approximately 83.6 percent of the outstanding shares, were represented in person or by proxy, which constituted a quorum for the Annual Meeting. The following proposals were voted on at the Annual Meeting:
Proposal 1 - Election of Directors
Eleven directors were elected to serve for a one year term or until their successors are elected and qualified. The voting results to elect each director were as follows:
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For
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Withheld
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Broker Non-Votes
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Patrick J. Donovan
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9,633,607
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216,965
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3,910,001
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Lisa J. Elming
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9,794,207
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56,365
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3,910,001
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Steven K. Gaer
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9,283,483
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567,089
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3,910,001
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Michael J. Gerdin
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9,305,246
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545,326
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3,910,001
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Sean P. McMurray
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9,305,616
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544,956
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3,910,001
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George D. Milligan
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8,992,868
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857,704
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3,910,001
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David D. Nelson
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9,769,511
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81,061
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3,910,001
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James W. Noyce
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9,277,966
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572,606
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3,910,001
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Steven T. Schuler
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9,782,559
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68,013
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3,910,001
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Therese M. Vaughan
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9,648,029
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202,543
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3,910,001
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Philip Jason Worth
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9,777,660
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72,912
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3,910,001
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Proposal 2 - Approval, on a nonbinding basis, of the 2020 executive compensation disclosed in the Company's definitive proxy statement, which was filed with the Securities and Exchange Commission on March 1, 2021.
The voting results to approve the above proposal were as follows:
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For
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Against
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Abstain
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Broker Non-Votes
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Approval of 2020 executive compensation
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8,723,090
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842,097
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285,385
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3,910,001
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Proposal 3 - Approval of the West Bancorporation, Inc. 2021 Equity Incentive Plan.
The voting results to approve the above proposal were as follows:
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For
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Against
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Abstain
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Broker Non-Votes
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Approval of the 2021 Equity Plan
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9,063,745
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759,975
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26,852
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3,910,001
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Proposal 4 - Ratification of the appointment of RSM US LLP as the Company's independent registered public accounting firm for the year ending December 31, 2021.
The voting results to ratify the above proposal were as follows:
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For
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Against
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Abstain
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Broker Non-Votes
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Ratification of RSM US LLP
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13,610,039
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133,635
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16,899
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—
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