UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
|
|
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive offices including zip code)
Registrant's telephone number, including area code: (
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):
|
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:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
|
|
|
|
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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.
Resignation of Directors
On October 4, 2022, the Board of Directors (the “Board”) of Prosperity Bancshares, Inc. (the “Company”) received written notification from each of Bruce W. Hunt and George A. Fisk, directors of the Company, that each will resign as a director of the Company effective as of the close of business on October 5, 2022. Neither Mr. Hunt’s nor Mr. Fisk’s decision to resign from the Board was a result of any dispute or disagreement with the Company on any matter relating to its operations, policies or practices.
Appointment of Directors
On October 5, 2022, the Board, upon recommendation of the Nominating and Corporate Governance Committee of the Board, voted to appoint Dr. Laura Murillo as a Class II Director to fill the vacancy created by Mr. Hunt’s resignation and Ileana Blanco as a Class III Director to fill the vacancy created by Mr. Fisk’s resignation, effective as of the close of business on October 5, 2022. Each of Dr. Murillo and Ms. Blanco will serve until the Company’s 2023 Annual Meeting of Shareholders. Ms. Blanco has been appointed to serve on the Compensation Committee of the Board. Dr. Murillo has not been appointed to serve on any committee of the Board at this time. Each of Dr. Murillo and Ms. Blanco will receive fees consistent with those fees received by the existing directors for service as a director of the Company as described in the Company’s most recent proxy statement, filed with the Securities and Exchange Commission on March 14, 2022.
There are no arrangements or understandings between Dr. Murillo or Ms. Blanco and any other persons pursuant to which either was appointed to the Board. There are also no family relationships between Dr. Murillo or Ms. Blanco and any director or executive officer of the Company and neither has any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
A copy of the Company’s press release announcing the resignation of Messrs. Fisk and Hunt and the appointment of Dr. Murillo and Ms. Blanco to the Board is attached hereto as Exhibit 99.1, and the information contained therein is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) |
Exhibits. The following is furnished as an exhibit to this Current Report on Form 8-K: |
Exhibit Number |
|
Description of Exhibit |
99.1 |
|
Press Release issued by Prosperity Bancshares, Inc. dated October 6, 2022. |
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
|
|
PROSPERITY BANCSHARES, INC. (Registrant) |
|
|
|
|
|
Dated: October 6, 2022 |
|
By: |
/s/ Charlotte M. Rasche |
|
|
|
Charlotte M. Rasche |
|
|
|
Executive Vice President and General Counsel |
Exhibit 99.1
PRESS RELEASE |
For more information contact: |
|
|
Prosperity Bancshares, Inc.® |
Cullen Zalman |
Prosperity Bank Plaza |
Senior Vice President – Banking and Corporate Activities |
4295 San Felipe |
281.269.7199 |
Houston, Texas 77027 |
cullen.zalman@prosperitybankusa.com |
FOR IMMEDIATE RELEASE
PROSPERITY BANCSHARES, INC.®
ANNOUNCES DIRECTOR CHANGES
HOUSTON, October 6, 2022. Prosperity Bancshares, Inc.® (NYSE: PB) (“Prosperity”), the parent company of Prosperity Bank® (the “Bank”), has announced several changes to its Board of Directors.
On October 4, 2022, Bruce W. Hunt and George A. Fisk, directors of Prosperity, notified the Board that each will resign as a director effective as of the close of business on October 5, 2022. The decisions of Mr. Hunt and Mr. Fisk to resign from the Board were for personal reasons and not the result of any dispute or disagreement with Prosperity on any matter relating to its operations, policies or practices. “On behalf of everyone at Prosperity, I would like to thank Bruce and George for the many contributions they made to the organization,” commented David Zalman, Senior Chairman and Chief Executive Officer of Prosperity.
On October 5, 2022, the Board, upon recommendation of the Nominating and Corporate Governance Committee of the Board, voted to appoint Dr. Laura Murillo as a Class II Director and Ileana Blanco as a Class III Director effective as of the close of business on October 5, 2022. Each of Dr. Murillo and Ms. Blanco will serve until Prosperity’s 2023 Annual Meeting of Shareholders.
Ms. Blanco has had extensive experience with financial institutions and in leadership positions throughout her career. For over 35 years she has represented banks in complex commercial litigation and counseled their officers and directors. A champion for diversity, Ms. Blanco served two terms as the President of the Houston Association of Women Attorneys and is currently a director on the Hispanic Bar Association of Houston. As a certified mediator, Ms. Blanco volunteers with the Harris County Disputes Resolution Center to help pro bono litigants settle their
Page 1 of 3
disputes. Ms. Blanco was one of the founders of the Houston office of global law firm DLA Piper and served as its managing partner for eight years. Before that, she was a partner at Bracewell LLP, and served on its Management Committee.
Dr. Murillo has served as the President and CEO of the Houston Hispanic Chamber of Commerce since 2007. From 2003 to 2007, Dr. Murillo served as a senior executive and oversaw fundraising, capital campaign development and international services, among other areas, for the Memorial Hermann Healthcare System. Prior to 2003, Dr. Murillo served as a University of Houston executive for 14 years in a variety of roles, including University Advancement for the School of Business and University Recruitment and Retention of Minorities. Dr. Murillo currently serves on the Federal Reserve System’s Community Advisory Council, which reports to the Board of Governors, and the Federal Reserve Bank of Dallas Business and Community Advisory Council, among other organizations. She is the author of LEAD IN LIFE, People. Passion. Persistence: Success in the New Era of Diversity, Equity and Inclusion.
“Prosperity is very fortunate to have these accomplished diverse women with broad and unique business and professional experiences join our Board of Directors. These individuals will enhance our Board and our ability to continue to provide excellent customer service and maximize shareholder value,” commented Zalman.
Prosperity Bancshares, Inc. ®
As of June 30, 2022, Prosperity Bancshares, Inc.® is a $37.387 billion Houston, Texas based regional financial holding company providing personal banking services and investments to consumers and businesses throughout Texas and Oklahoma. Founded in 1983, Prosperity believes in a community banking philosophy, taking care of customers, businesses and communities in the areas it serves by providing financial solutions to simplify everyday financial needs. In addition to offering traditional deposit and loan products, Prosperity offers digital banking solutions, credit and debit cards, mortgage services, retail brokerage services, trust and wealth management, and treasury management.
Prosperity currently operates 272 full-service banking locations: 65 in the Houston area, including The Woodlands; 30 in the South Texas area including Corpus Christi and Victoria; 62 in the Dallas/Fort Worth area; 22 in the East Texas area; 29 in the Central Texas area including Austin and San Antonio; 34 in the West Texas area including Lubbock, Midland-Odessa and Abilene; 16 in the Bryan/College Station area; 6 in the Central Oklahoma area; and 8 in the Tulsa, Oklahoma area.
Cautionary Notes on Forward-Looking Statements
“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995: This release contains, and the remarks by Prosperity’s management on the conference call may contain, forward-looking statements within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are typically, but not exclusively, identified by the use in the statements of words or phrases such as “aim,” “anticipate,” “estimate,” “expect,” “goal,” “guidance,” “intend,” “is anticipated,” “is expected,” “is intended,” “objective,” “plan,” “projected,” “projection,” “will affect,” “will be,” “will continue,” “will decrease,” “will grow,” “will impact,” “will increase,” “will incur,” “will reduce,” “will remain,” “will result,” “would be,” variations of such words or phrases (including where the word “could,” “may,” or “would” is used rather than the word “will” in a phrase) and similar words and phrases indicating that the statement addresses some future result, occurrence, plan or objective. Forward-looking statements include all statements other than statements of historical fact, including forecasts or trends, and are based on current expectations, assumptions, estimates and projections about Prosperity Bancshares and its subsidiaries. These forward-looking statements may include information about Prosperity’s possible or assumed future economic performance or future results of operations, including future revenues, income, expenses,
Page 2 of 3
provision for loan losses, provision for taxes, effective tax rate, earnings per share and cash flows and Prosperity’s future capital expenditures and dividends, future financial condition and changes therein, including changes in Prosperity’s loan portfolio and allowance for loan losses, future capital structure or changes therein, as well as the plans and objectives of management for Prosperity’s future operations, future or proposed acquisitions, the future or expected effect of acquisitions on Prosperity’s operations, results of operations, financial condition, and future economic performance, statements about the anticipated benefits of the proposed transaction, and statements about the assumptions underlying any such statement, as well as expectations regarding the effects of the COVID-19 pandemic on Prosperity’s operating income, financial condition and cash flows. These forward‑looking statements are not guarantees of future performance and are subject to risks and uncertainties, many of which are outside of Prosperity’s control, which may cause actual results to differ materially from those expressed or implied by the forward-looking statements. These risks and uncertainties include but are not limited to whether Prosperity can: successfully identify acquisition targets and integrate the businesses of acquired companies and banks; continue to sustain its current internal growth rate or total growth rate; provide products and services that appeal to its customers; continue to have access to debt and equity capital markets; and achieve its sales objectives. Other risks include, but are not limited to: the possibility that credit quality could deteriorate; actions of competitors; changes in laws and regulations (including changes in governmental interpretations of regulations and changes in accounting standards); the possibility that the anticipated benefits of an acquisition transaction, are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of two companies or as a result of the strength of the economy and competitive factors generally; a deterioration or downgrade in the credit quality and credit agency ratings of the securities in Prosperity’s securities portfolio; customer and consumer demand, including customer and consumer response to marketing; effectiveness of spending, investments or programs; fluctuations in the cost and availability of supply chain resources; economic conditions, including currency rate, interest rate and commodity price fluctuations; the effect, impact, potential duration or other implications of the COVID-19 pandemic; and weather. These and various other factors are discussed in Prosperity Bancshares’ Annual Report on Form 10-K for the year ended December 31, 2021, and other reports and statements Prosperity Bancshares has filed with the Securities and Exchange Commission (“SEC”). Copies of the SEC filings for Prosperity Bancshares may be downloaded from the Internet at no charge from http://www.prosperitybankusa.com.
Page 3 of 3
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
Document and Entity Information |
Oct. 04, 2022 |
---|---|
Cover [Abstract] | |
Document Type | 8-K |
Amendment Flag | false |
Document Period End Date | Oct. 04, 2022 |
Entity Registrant Name | PROSPERITY BANCSHARES, INC. |
Entity Central Index Key | 0001068851 |
Entity Emerging Growth Company | false |
Entity File Number | 001-35388 |
Entity Incorporation State Country Code | TX |
Entity Tax Identification Number | 74-2331986 |
Entity Address Address Line1 | 4295 San Felipe |
Entity Address City Or Town | Houston |
Entity Address State Or Province | TX |
Entity Address Postal Zip Code | 77027 |
City Area Code | 281 |
Local Phone Number | 269-7199 |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Title of 12(b) Security | Common stock, par value $1.00 per share |
Trading Symbol | PB |
Security Exchange Name | NYSE |
-8?20$3;8T.P6BP^0"X99K>]9!:G
8E:@5C
M/#X9#N:\D=/930>HVJME5!ZI+1.BSI=A4;!O9+3E"8X$F_-PC2VL9;"IV8N(
M!JQX0$@$)--'=Q/0;OR7W$M% ;D7!R /]\2P:N%Z3.X-9H%#DDX? 4D=M?:,7=L:[JAPJ'!F52#B+DUO$K.S0
M-*^5U3*EW*NRZPM%RH6/<=WJVIZMNEYEE+Y^$= ;5AP(1F^+= C@-ZE[3R 2=P-SB6_"X<=>V($6M$;HQ 8H;5
MR$%) .$PPIV&UQ'5$<_E.X*W$80;50OB#2QPQN]E&M(S#18B[].,2V"]W,?8
MF11#UGL024F'?S4< HYFGJF^E- _C[RQ^OG]6V%V]4@Z&S.1:K"R ,X'<2?V
M2'T&/TCZI1[+W(O!?.;E5PW,G(/E%# X'DL0&1%?"LO>:V0U8$A>%%J"O)V9
M)KO@I>'L=6E X6BO:DX5!PUR?EX9$]KJ7 F>_E2$@:+RCJAZU.U7R0 C&3_TCPBQ 9_!-C_WO\E.M59IE"
M&$UQ?,'Q)(=7-,/I/M42G,0PDU^ITXBM*WQ](:4(CI]CK$"^(Q%$(>"U<8JQR]?-@4,&2^](S
MGID8^-2T\)7FJ)4Q/P/X^V0@3S*L&'@WFRO$O-*^379%)/8G%,ZC\<2!''A%
M1)YT*#XBX"'-_B?P$\% H5\JD(VTQYXG5>2'A!9.8OVS6[=+F+XA:$'KE"IH
MH)^7FK 1=1<@@]$E(=BGP/1]M45]A;IAQ*@NP3L\+G!IGF(]X)?N