Current Report Filing (8-k)
13 December 2022 - 12:34AM
Edgar (US Regulatory)
0001734342false00017343422022-12-072022-12-07
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): December 7,
2022
Amerant Bancorp Inc.
(Exact name of registrant as specified in its
charter)
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Florida |
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001-38534 |
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65-0032379 |
(State or other jurisdiction
of incorporation |
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(Commission
file number) |
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(IRS Employer
Identification Number) |
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220 Alhambra Circle |
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Coral Gables, Florida
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33134 |
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(Address of principal executive offices) |
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(Zip Code) |
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(305) 460-8728
(Registrant's telephone number,
including area code)
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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:
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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)) |
Securities registered pursuant to Section 12(b) of the
Act:
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Title of each class |
Trading Symbols |
Name of exchange on which registered |
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Class A Common Stock |
AMTB |
NASDAQ |
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).
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Emerging growth company |
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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.
Update to Effective Date of Mr. Ashford's Resignation From the
Board of the Company and Bank
As previously reported, on October 19, 2022, Orlando D. Ashford and
the Board of Directors (the “Board”) of Amerant Bancorp Inc. (the
"Company") agreed that Mr. Ashford would step down as a member of
the Board of the Company and the Board of Directors of the
Company’s wholly-owned bank subsidiary, Amerant Bank, N.A. (the
“Bank”) effective December 31, 2022 due to Mr. Ashford’s acceptance
of a new full time executive position. On December 7, 2022, Mr.
Ashford and the Board agreed to move the effective date of his
resignation forward to December 8, 2022.
Appointment of Ms. Knight to the Board of the Company and
Bank
On December 7, 2022, upon the recommendation of the Corporate
Governance, Nominating and Sustainability Committee, the Board
appointed Erin D. Knight to serve on the Board of the Company to
fill the vacancy created by Mr. Ashford stepping down from the
Board. The appointment is effective on December 15, 2022 (the
“Effective Date”) and Ms. Knight will serve until the 2023 Annual
Meeting, subject to her earlier death, or until she shall resign or
shall have been removed from office in the manner provided in the
Company’s Amended and Restated Bylaws. Ms. Knight has also been
appointed to the Board of Directors of the Bank as of the Effective
Date. Ms. Knight's appointment was not pursuant to any arrangement
or understanding between Ms. Knight and any other person. The Board
has determined that Ms. Knight is independent under the listing
standards of the Nasdaq Global Select Market
and
qualifies as an “audit committee financial expert” as defined in
the applicable SEC rule. Ms. Knight will become a member of the
Company’s Audit and, Compensation and Human Capital
committees.
Ms. Knight
is not a party to any transaction required to be disclosed pursuant
to Item 404(a) of Regulation S-K. Ms. Knight will receive
compensation as a non-employee director in accordance with the
Company’s approved director compensation for non-employee
directors. Ms. Knight will also be entitled to any annual equity
compensation granted to members of the Board in the form of
restricted stock units.
On December 12, 2022, the Company issued a press release announcing
the appointment of Ms. Knight to the Board.
A copy of the press release is filed as Exhibit 99.1 to this
Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits
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Number
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Exhibit
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99.1
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104
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Cover Page Interactive Data File (embedded within the 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 hereunto duly
authorized.
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Date: December 12, 2022 |
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Amerant Bancorp Inc. |
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By: |
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/s/ Julio V. Pena |
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Name: Julio V. Pena |
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Title: Senior Vice President, Securities Counsel and
Assistant Corporate Secretary |
Amerant Bancorp (NASDAQ:AMTB)
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