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) July 21, 2014
Independence Bancshares, Inc.
(Exact name of registrant
as specified in its charter)
South Carolina | 333-121485 | 20-1734180 |
(State or other | (Commission | (I.R.S. Employer |
jurisdiction of | File Number) | Identification No.) |
incorporation) |
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500 East Washington Street, Greenville, South Carolina, 29601
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (864) 672-1776
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))
Item 5.02(a) Departure of Directors
On July 21, 2014, Robert B. Willumstad, the Chairman of the Board of Directors of Independence Bancshares, Inc. (the Company), and H. Neel Hipp, Jr., the Chairman of the Board of Directors of Independence National Bank (the Bank), received a letter from A. Alexander McLean, III, a member of the Boards of Directors of the Company and the Bank since 2008, in which Mr. McLean informed the Chairmen that he was tendering his resignation as a director of the Company and the Bank effective as of the date of the letter. As a result, Mr. McLean would also cease to be a member of the Companys Audit Committee effective as of the date of his resignation.
Mr. McLeans letter states that his decision to resign was due to his disagreement with the strategic direction of the Company. A copy of Mr. McLeans letter is attached as Exhibit 17.1 to this Current Report on Form 8-K and incorporated herein by reference.
In accordance with the requirements of Item 5.02 of Form 8-K, the Company has provided Mr. McLean a copy of the disclosures it is making in this Form 8-K no later than the day of filing this Form 8-K with the Securities and Exchange Commission.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Item | Exhibit |
17.1 | Resignation letter of A. Alexander McLean, III, dated July 21, 2014 |
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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| INDEPENDENCE BANCSHARES, INC. |
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Dated: July 25, 2014 | By: | /s/ Martha L. Long |
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| Name: Martha L. Long |
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| Title: Chief Financial Officer |
Item 17.1
July 21, 2014
Independence Bancshares, Inc.
c/o Robert B. Willumstad, Chairman
500 E. Washington Street
Greenville, SC 29601
Independence National Bank
c/o H. Neel Hipp, Jr., Chairman
500 E. Washington Street
Greenville, SC 29601
Re:
Resignation as a Director of Independence Bancshares, Inc. and Independence National Bank
Dear Bob and Neel:
I hereby resign from my positions as a director of Independence Bancshares, Inc., a South Carolina corporation (the Company), and its wholly-owned subsidiary bank, Independence National Bank, a national bank (the Bank), effective as of the date of this letter, due to my disagreement with the strategic direction of the Company. I have enjoyed working with the Company, the Bank and the boards of directors during the past six years, and I wish nothing but future success for the Company.
I acknowledge that, notwithstanding this resignation, I will remain subject to the Companys insider trading policy for as long as I am in possession of material non-public information about the Company. I further acknowledge that I will remain under a duty of confidentiality to the Company.
| Sincerely, |
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| /s/ A. Alexander McLean, III |
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| A. Alexander McLean, III |