Item 5.01
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Amendments to the Registrants Code of Ethics, or Waiver of a Provision of the Code of Ethics.
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Effective as of the commencement of trading of the Class A Common Stock on the New York Stock Exchange (the NYSE) on
April 13, 2017 (the Listing Date), the board of directors of the Company (the Board) adopted the Cadence Bancorporation Code of Business Conduct and Ethics (the Code of Ethics). The Code of Ethics applies to
directors, officers and employees of the Company, its subsidiaries and affiliates.
The Code of Ethics addresses individuals conduct
with respect to, among other things: (i) honest, lawful, and ethical conduct; (ii) conflicts of interest; (iii) use of corporate assets; (iv) compliance with laws, rules and regulations; (v) insider trading;
(vi) disclosure, reporting and government filings; (vii) confidentiality; (viii) waivers and amendments; (ix) compliance procedures; and (x) enforcement.
The description of the Code of Ethics does not purport to be a complete description of such Code of Ethics and is qualified in its entirety by
reference to the full text of the Code of Ethics, which is attached hereto as Exhibit 14.1 and incorporated by reference herein. A copy of the Code of Ethics is also posted on the Governance tab of the Investor Relations
section of the Companys website (www.cadencebank.com). The Company intends to disclose amendments to, or waivers of a provision of, the Code of Ethics by posting the same to its website.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
Board Committees
Effective as of the Listing Date, the Board established the Audit Committee and appointed Mr. J. Richard Fredericks,
Mr. William B. Harrison, Jr. and Mr. Robert K. Steel as the initial members of such committee, with Mr. Fredericks appointed to serve as the Chairperson of such committee.
The Board determined that each of Mr. Fredericks, Mr. Harrison and Mr. Steel meets the independence standards under the NYSE
Rules for service on the Audit Committee, possesses the requisite degree of financial literacy as required under the NYSE Rules and is an audit committee financial expert, as such term is defined in Item 407(d)(5) of Regulation
S-K
under the Securities Exchange Act of 1934, as amended (the Exchange Act). Additionally, the Board determined that Mr. Harrison and Mr. Fredericks will also qualify as independent directors
under the independence requirements of Rule
10A-3
of the Exchange Act. The Company is relying on an exemption pursuant to Rule
10A-3(b)(1)(iv)(A)
under the Exchange Act
with respect to Mr. Steels membership on the Audit Committee upon the completion of the IPO. Mr. Steel is the Chief Executive Officer of Perella Weinberg Partners Group LP, the parent company of Tudor, Pickering, Holt & Co.,
one of the underwriters in the IPO, and therefore will not satisfy the independence requirements of Rule
10A-3
at the time the IPO is completed.
Effective as of the Listing Date, the Board established the Compensation Committee and appointed Mr. Fredericks, Mr. Harrison,
Mr. Steel and Mr. Scott M. Stuart as the initial members of such committee, with Mr. Harrison appointed to serve as the Chairperson of such committee.
Effective as of the Listing Date, the Board established the Nominating and Corporate Governance Committee and appointed Mr. Fredericks,
Mr. Harrison, Mr. Steel and Mr. Stuart as the initial members of such committee, with Mr. Harrison appointed to serve as the Chairperson of such committee.
Effective as of the Listing Date, the Board established the Risk Committee and appointed Mr. Fredericks, Mr. Paul B. Murphy,
Jr. and Mr. Steel as the initial members of such committee, with Mr. Steel appointed to serve as the Chairperson of such committee.
Benefit Plans
Effective as of
immediately prior to the pricing of the IPO on April 12, 2017, the Board and sole stockholder of the Company adopted the Amended and Restated Cadence Bancorporation 2015 Omnibus Incentive Plan (the 2015 Plan) and the Cadence
Bancorporation Executive Bonus Plan (the Bonus Plan). The descriptions of the 2015 Plan and the Bonus Plan contained in the Registration Statement under the headings Executive CompensationAmended and Restated Cadence
Bancorporation 2015 Omnibus Incentive Plan and Cadence Bancorporation Executive Bonus Plan are incorporated by reference herein, which descriptions do not purport to be complete and are qualified in their entirety by
reference to the full text of the 2015 Plan and the Bonus Plan, attached hereto as Exhibits 10.1 and 10.2 respectively and incorporated by reference herein.
Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
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Certificate of
Incorporation
On April 7, 2017, the Company amended and restated its Amended and Restated Certificate of Incorporation (as
amended and restated, the Second Amended and Restated Charter). The description of the Second Amended and Restated Charter contained in the Registration Statement under the heading Description of Capital Stock is incorporated
by reference herein, which description does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amended and Restated Charter, which is attached hereto as Exhibit 3.1 and incorporated by reference
herein.
By-Laws
Effective as of the Listing Date, the
By-Laws
of the Company amended and restated its
By-Laws
(as amended and restated, the Amended and Restated
By-Laws).
The description of the Amended and Restated
By-Laws
contained in the Registration Statement under the heading Description of Capital Stock is incorporated by reference herein, which description does not purport to be complete and is qualified in its entirety by reference to the full text
of the Amended and Restated
By-Laws,
which is attached hereto as Exhibit 3.2 and incorporated by reference herein.