8-K

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):  June 13, 2016

NATIONAL BANK HOLDINGS CORPORATION
(Exact name of registrant as specified in its charter)

Delaware	001-35654	27-0563799
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

7800 East Orchard Road, Suite 300, Greenwood Village, Colorado 80111
(Address of principal executive offices) (Zip Code)

720-529-3336
(Registrant’s telephone, 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):

[ ] 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))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 13, 2016, the Board of Directors of the Company appointed Art Zeile as a director of the Company, effective as of July 1, 2016. Mr. Zeile was also appointed by the Board to serve as a member of each of the Board’s Audit & Risk Committee and Nominating & Governance Committee. 

Mr. Zeile will participate in the Company’s standard director compensation program. The program generally in effect for this year is described in “Director Compensation” in the Company’s proxy statement for the 2016 Annual Meeting of Shareholders filed with the Securities and Exchange Commission on March 28, 2016.

The Company expects Mr. Zeile to enter into the standard director indemnification agreement that the Company has with its directors.A copy of a substantially similar form of the indemnification agreement is filed as Exhibit 10.6 to the Company’s Form S-1 Registration Statement (Registration Statement No. 333-177871), filed on September 10, 2012.

The press release issued by the Company is included as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.	Description of Exhibit
99.1	Press release, dated June 15, 2016.

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.

	National Bank Holdings Corporation
By:	/s/ Zsolt K. Besskó
	Name:  Zsolt K. Besskó Title:  Chief Administrative Officer & General Counsel
Date:  June 15, 2016

EX-99.1

Exhibit 99.1

National Bank Holdings Corporation Appoints New Board Director

Company Release – June 15, 2016

GREENWOOD VILLAGE, Colo., - (PR Newswire) - National Bank Holdings Corporation (NYSE: NBHC) announced today that its Board of Directors appointed Art Zeile as a director of the Company, effective July 1, 2016.  Mr. Zeile will also serve as a member of the Board’s Audit & Risk Committee and Nominating & Governance Committee.  

Mr. Zeile is a successful entrepreneur, most recently as the CEO and co-founder of HOSTING, a pioneer in the cloud hosting space.Mr. Zeile has extensive experience in telecommunications, internet, datacenter and security technologies, with a particular focus on cybersecurity. He currently serves as a member of the University of Delaware Cyber Security Initiative (UDCSI) Advisory Council. Mr. Zeile also served in the U.S. Air Force.

Tim Laney, the Company’s Chairman, President and Chief Executive Officer, said, “We are  very fortunate to have Art join our Board. Art’s strong cybersecurity and entrepreneurial background brings an importantand invaluable element to our Board and our entire organization, particularly given the ever-increasing focus on cybersecurity.”

Ralph Clermont, Lead Director of the Company’s Board of Directors, added, “In addition to his cybersecurity experience, Art’s strong governance and M&A experiencewill add value to our Board.”

“I am looking forward to joining the great group of people behindNational Bank Holdings Corporation and helping it continue on its road to success,” Zeile said.

About National Bank Holdings Corporation

National Bank Holdings Corporation is a bank holding company created to build a leading community bank franchise delivering high-quality client service and committed to shareholder results. National Bank Holdings Corporation operates a network of 90 banking centers located in Colorado, the greater Kansas City region and Texas. Through the Company’s subsidiary, NBH Bank, it operates under the following brand names: Bank Midwest in Kansas and Missouri, Community Banks of Colorado in Colorado, and Hillcrest Bank in Texas. More information about National Bank Holdings Corporation can be found at www.nationalbankholdings.com.

For more information visit: bankmw.com,  cobnks.com,  hillcrestbank.com or nbhbank.com. Or, follow us on any of our social media sites:

Bank Midwest: facebook.com/bankmw,  twitter.com/bank_mw,  instagram.com/bankmw;

Community Banks of Colorado: facebook.com/cobnks,  twitter.com/cobnks,  instagram.com/cobnks;  

Hillcrest Bank: facebook.com/hillcrestbank,  twitter.com/hillcrest_bank;  

NBH Bank: twitter.com/nbhbank;  

or connect with any of our brands on LinkedIn.

DRAFT

DRAFT

Contact:

Analysts/Institutional Investors:

Brian Lilly, 720-529-3315

Chief Financial Officer;  Chief of M&A and Strategy

blilly@nationalbankholdings.com

or

Media:

Whitney Bartelli, 816-298-2203

Chief Marketing Officer

whitney.bartelli@nbhbank.com

Source: National Bank HoldingsCorporation