UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The National Bank Holdings Corporation 2023 Omnibus Incentive Plan
At National Bank Holdings Corporation’s (the “Company”) 2023 Annual Meeting of Shareholders held on May 9, 2023 (the “Annual Meeting”), shareholders of the Company approved the National Bank Holdings Corporation 2023 Omnibus Incentive Plan (the “2023 Plan”), which replaces the National Bank Holdings Corporation 2014 Omnibus Incentive Plan (the “2014 Plan”). The Company’s board of directors (the “Board”) unanimously approved the 2023 Plan on March 23, 2023, subject to shareholder approval. The results of the shareholder vote on the 2023 Plan are set forth below under Item 5.07 of this Current Report on Form 8-K.
A brief description of the 2023 Plan follows and is subject to and qualified in its entirety by reference to the full text of the 2023 Plan, which is attached to this Current Report on Form 8-K as Exhibit 99.1, and a more detailed description of the 2023 Plan is set forth in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities Exchange Commission on April 3, 2023 and is incorporated herein by reference.
The 2023 Plan authorizes the grant of equity- and cash-based awards to current and prospective directors, associates (including executive officers) and consultants of the Company and its subsidiaries and affiliates in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, performance units, other stock-based awards and cash awards. The Company has reserved 1,525,000 shares its Class A common stock (the “Common Stock”), par value $0.01 per share, less the total number of shares of Common Stock that were subject to an any award granted under the 2014 Plan after December 31, 2022 and before May 9, 2023, for issuance under the 2023 Plan.
The 2023 Plan will be administered by the Board directly, or if the Board elects, the Compensation Committee of the Board or such other committee of the Board as the Board may from time to time designate.
Upon receipt of shareholder approval of the 2023 Plan at the Annual Meeting, the 2014 Plan was terminated in its entirety and the Company will no longer grant any awards under the 2014 Plan; however, awards outstanding under the 2014 Plan and any other prior plan will continue to remain outstanding in accordance with their terms.
Item 5.07Submission of Matters to a Vote of Security Holders
On May 9, 2023, the Company held its 2023 Annual Meeting of Shareholders (the “Annual Meeting”). The proposals voted on at the Annual Meeting and the final voting results are as follows:
Proposal 1: All of the director nominees were elected to the Board, based upon the following votes:
Nominee | Votes For | Votes Withheld | Broker Non-Votes |
Ralph W. Clermont | 30,023,737 | 1,510,307 | 450,752 |
Robert E. Dean | 29,887,181 | 1,646,863 | 450,752 |
Alka Gupta | 31,376,246 | 157,798 | 450,752 |
Fred J. Joseph | 30,810,952 | 723,092 | 450,752 |
G. Timothy Laney | 30,787,616 | 746,428 | 450,752 |
Patrick Sobers | 31,160,133 | 373,911 | 450,752 |
Micho F. Spring | 30,388,664 | 1,145,380 | 450,752 |
Art Zeile | 31,257,064 | 276,980 | 450,752 |
Proposal 2: The shareholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023, based upon the following votes:
For | Against | Abstain |
31,863,577 | 116,769 | 4,450 |
Proposal 3: The shareholders approved, on an advisory non-binding basis, the compensation paid to the Company’s named executive officers, based upon the following votes:
For | Against | Abstain | Broker Non-Votes |
30,045,687 | 1,479,693 | 8,664 | 450,752 |
Proposal 4: The shareholders approved the 2023 Plan, based on the following votes:
For | Against | Abstain | Broker Non-Votes |
30,617,446 | 913,468 | 3,130 | 450,752 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1National Bank Holdings Corporation 2023 Omnibus Incentive Plan
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/ Angela N. Petrucci | ||
Name: | Angela N. Petrucci | ||
Title: | Chief Administrative Officer & General Counsel | ||
Date: May 11, 2023 | |||