8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 21, 2023

BANCPLUS CORPORATION

(Exact Name of Registrant as Specified in Charter)

Mississippi

(State or Other Jurisdiction of Incorporation)

    

333-236022	64-0655312
(Commission File Number)	(IRS Employer Identification No.)
1068 Highland Colony Parkway
Ridgeland, MS	39157
(Address of Principal Executive Offices)	(Zip Code)

(601) 898-8300

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
None	N/A	N/A

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))

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 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.

On March 22, 2023, BancPlus Corporation (the "Company") filed an amendment to its Articles of Incorporation with the Mississippi Secretary of State (the "Amendment"). As described in Item 5.07 below, shareholders approved the Amendment on March 21, 2023 at the Company's Annual Meeting. The Amendment modifies Article Fourth of the Articles of Incorporation to increase the number of authorized shares of the Company's common stock from 40,000,000 to 100,000,000.

A copy of the Amendment is attached hereto as Exhibit 3.1 and incorporated by reference herein.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Company's Annual Meeting was held on March 21, 2023. Two matters were submitted to the Company's shareholders for a vote. The final result of the vote is set forth below:

Proposal #1: Election of Directors

Approval of the following Class I nominees for the Board of Directors in the discretion of the named Proxy(ies). The results of the shareholder vote were the same for both nominees.

Eugene F. Webb, Jr. Staci H. Tyler

For	Withhold
9,329,215	129,541

Proposal #2: Amendment to Article Fourth of the Articles of Incorporation

Approval of the proposed amendment to Article Fourth of the Articles of Incorporation to increase the number of authorized common shares to One Hundred Million (100,000,000).

For	Against	Abstain
9,204,192	144,384	110,180

No other business was considered at the Annual Meeting.

Item 9.01 Financial Statements and Exhibits

(d)    Exhibits

Exhibit Number	Description of Exhibit
3.1	Amendment to Article Fourth of the Articles of Incorporation
104	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the inline XBRL Document

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, thereunto duly authorized.

		BancPlus Corporation
March 23, 2023	By:	/s/ Karlen Turbeville
		Karlen Turbeville
		Senior Executive Vice President and Chief Financial Officer

EX-3.1

Exhibit 3.1

AMENDMENT TO ARTICLES OF INCORPORATION

BANCPLUS CORPORATION

Now Therefore, Be it

Resolved: That the Articles of Incorporation of BancPlus Corporation shall be amended by deleting Article FOURTH which presently reads as follows:

FOURTH: The Corporation shall have authority to issue the following: (A) common shares and (B) preferred shares:

FOURTH:

(a)    The aggregate number of shares the Corporation shall have the authority to issue is Forty Million (40,000,000) common shares of the par value of One and No/dollars ($1.00). The Corporation’s Board of Directors shall have the right to conduct one or more stock splits of the outstanding common shares as they may determine in their sole discretion. In conducting any such stock split or splits, the Board of Directors may proportionately adjust the par value of the common shares.

(b)    The aggregate number of shares of preferred stock which the Corporation shall have the authority to issue is Ten Million (10,000,000) with no par value, which preferred stock may be issued from time to time in one or more classes or series upon authorization by the Corporation’s Board of Directors.

The Board of Directors is authorized, subject to limitations prescribed by law and the provisions of Article FOURTH, to provide for the issuance of the shares of preferred stock in classes or series, and by filing Articles of Amendment pursuant to the applicable law of the State of Mississippi, to establish from time to time the number of shares to be included in each such class or series, and to fix the designation, powers, preferences, and rights of the shares of each such class or series and the qualifications, limitations, or restrictions thereof.

The authority of the Board with respect to each classes or series shall include, but not be limited to, determination of the following:

(i)    The number of shares constituting that class or series and the distinctive designation of that class or series;

(ii)    The dividend rate on the shares of that class or series; whether dividends shall be cumulative, and, if so, from which date or dates; and the relative rights of priority, if any, of payment of dividends on shares of that class or series;

(iii)    Whether that class or series shall have voting rights in addition to the voting rights provided by law and, if so, the terms of such voting rights;

(iv)    Whether that class or series shall have conversion privileges and, if so, the terms and conditions of such conversion, including provision for adjustment of the conversion rate in such events as the Board of Directors shall determine;

(v)    Whether or not the shares of that class or series shall be redeemable and, if so, the terms and conditions of such redemption, including the date or dates upon or after which they shall be redeemable and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates;

(vi)    Whether that class or series shall have a sinking fund for the redemption or purchase of shares of that classes or series and, if so, the terms and amount of such sinking fund;

(vii)    The rights of the shares of that class or series in the event of voluntary or involuntary liquidation, dissolution, or winding up of the Corporation, and the relative rights of priority, if any, of payment of shares of that class or series;

(viii)    Any other relative rights, preferences, and limitations of that class or series, including the stated value.

Dividends on outstanding shares of preferred stock shall be paid or declared and set apart for payment before any dividends shall be paid or declared and set apart for payment on the common shares with respect to the same dividend period.

If, upon any voluntary or involuntary liquidation, dissolution, or winding up of the Corporation, the assets available for distribution to holders of shares of preferred stock of all classes or series shall be insufficient to pay such holders the full preferential amount to which they are entitled, then such assets shall be distributed ratably among the shares of all classes or series of preferred stock in accordance with the respective preferential amounts (including unpaid cumulative dividends, if any) payable with respect thereto.

{JX507609.1}

and a new Article FOURTH be added in place thereof to read as follows:

FOURTH: The Corporation shall have authority to issue the following: (A) common shares and (B) preferred shares:

FOURTH:

(a)    The aggregate number of shares the Corporation shall have the authority to issue is One Hundred Million (100,000,000) common shares of the par value of One and No/dollars ($1.00). The Corporation’s Board of Directors shall have the right to conduct one or more stock splits of the outstanding common shares as they may determine in their sole discretion. In conducting any such stock split or splits, the Board of Directors may proportionately adjust the par value of the common shares.

(b)    The aggregate number of shares of preferred stock which the Corporation shall have the authority to issue is Ten Million (10,000,000) with no par value, which preferred stock may be issued from time to time in one or more classes or series upon authorization by the Corporation’s Board of Directors.

The Board of Directors is authorized, subject to limitations prescribed by law and the provisions of Article FOURTH, to provide for the issuance of the shares of preferred stock in classes or series, and by filing Articles of Amendment pursuant to the applicable law of the State of Mississippi, to establish from time to time the number of shares to be included in each such class or series, and to fix the designation, powers, preferences, and rights of the shares of each such class or series and the qualifications, limitations, or restrictions thereof.

The authority of the Board with respect to each classes or series shall include, but not be limited to, determination of the following:

(i)    The number of shares constituting that class or series and the distinctive designation of that class or series;

(ii)    The dividend rate on the shares of that class or series; whether dividends shall be cumulative, and, if so, from which date or dates; and the relative rights of priority, if any, of payment of dividends on shares of that class or series;

(iii)    Whether that class or series shall have voting rights in addition to the voting rights provided by law and, if so, the terms of such voting rights;

(iv)    Whether that class or series shall have conversion privileges and, if so, the terms and conditions of such conversion, including provision for adjustment of the conversion rate in such events as the Board of Directors shall determine;

(v)    Whether or not the shares of that class or series shall be redeemable and, if so, the terms and conditions of such redemption, including the date or dates upon or after which they shall be redeemable and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates;

(vi)    Whether that class or series shall have a sinking fund for the redemption or purchase of shares of that classes or series and, if so, the terms and amount of such sinking fund;

(vii)    The rights of the shares of that class or series in the event of voluntary or involuntary liquidation, dissolution, or winding up of the Corporation, and the relative rights of priority, if any, of payment of shares of that class or series;

(viii)    Any other relative rights, preferences, and limitations of that class or series, including the stated value.

Dividends on outstanding shares of preferred stock shall be paid or declared and set apart for payment before any dividends shall be paid or declared and set apart for payment on the common shares with respect to the same dividend period.

If, upon any voluntary or involuntary liquidation, dissolution, or winding up of the Corporation, the assets available for distribution to holders of shares of preferred stock of all classes or series shall be insufficient to pay such holders the full preferential amount to which they are entitled, then such assets shall be distributed ratably among the shares of all classes or series of preferred stock in accordance with the respective preferential amounts (including unpaid cumulative dividends, if any) payable with respect thereto.

2

{JX507609.1}

XML

Cover	Mar. 21, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Mar. 21, 2023
Entity Registrant Name	BANCPLUS CORPORATION
Entity Incorporation, State or Country Code	MS
Entity File Number	333-236022
Entity Central Index Key	0001118004
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Tax Identification Number	64-0655312
Entity Address, Address Line One	1068 Highland Colony Parkway
Entity Address, City or Town	Ridgeland
Entity Address, State or Province	MS
Entity Address, Postal Zip Code	39157
City Area Code	601
Local Phone Number	898-8300
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false