Current Report Filing (8-k)
March 07 2019 - 5:05PM
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): March 7, 2019
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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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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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
On March 7, 2019, Cadence Bancorporation (the Company)
announced the appointment by the board of directors the Company (the Board) of Precious Williams Owodunni as a director of the Company, effective immediately. Ms. Owodunni was also named to the Risk Committee of the Board.
As a
non-employee
director, Ms. Owodunni will receive compensation in the same manner as the
Companys other
non-employee
directors. The Company amended its directors compensation program to increase the annual retainer provided to its
non-employee
directors to $125,000, payable quarterly in arrears, and to add a $15,000 annual retainer for the chairpersons of the Audit and Risk Committees of the Board, as will be disclosed in the Companys Definitive Proxy Statement on Schedule 14A for
its 2019 Annual Meeting of Stockholders, to be filed with the Securities and Exchange Commission within 120 days after December 31, 2018.
In connection with this appointment, Ms. Owodunni 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 Ms. Owodunni and any other person pursuant to which she was selected to serve as a director of the Company. Neither Ms. Owodunni nor any of her 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.
On March 7, 2019, the Company issued a press release announcing the appointment of Ms. Owodunni to the Board. A copy of the press release is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01.
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Financial Statements and Exhibits
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(d) Exhibits.
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: March 7, 2019
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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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Cadence Bank (NYSE:CADE)
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