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): March 12, 2024

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)

303-892-8715
(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))

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

Title of each class:	Trading Symbol	Name of each exchange on which registered:
Class A Common Stock	NBHC	NYSE

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

On March 12, 2024, the Board of Directors of National Bank Holdings Corporation (the “Company”) approved the appointment of Ms. Robin Doyle as a Director of the Company, effective as of March 18, 2024.  Doyle will serve on our Audit & Risk Committee.

Doyle’s distinguished career in international financial services has spanned over three decades with a focus in regulatory affairs and risk management. She spent 28 years at J.P. Morgan in several senior management roles including managing director in their Office of Regulatory Affairs, and chief financial officer for the firm’s risk management organization. After retiring from J.P. Morgan in 2021, Doyle started her own consulting firm focused on strengthening client’s data and risk management capabilities. Doyle is on the board of Dress for Success Center New Jersey and serves as a member of the Executive Committee and chair of the Finance Committee. She has served as a founding board member of the Global Legal Entity Identifier Foundation, a founding board member for the Rutgers Business School Center for Women in Business, the Rutgers Business School Dean’s Advisory Board, the board of New Jersey Junior Achievement, and the board of Easter Seals of New Jersey. Doyle has an MBA in Finance and a BS in Accounting from Rutgers University and she is certified as a CPA.

Doyle will participate in the Company’s standard director compensation program for both cash and equity.  She will receive the pro rata cash portion of the standard compensation for service on the Board (currently $75,000 per annum, paid quarterly in arrears) based on the number of days remaining in the current quarter.  Doyle will also receive the standard grant of restricted shares, valued at $120,000 per annum, at the time the next regular annual director equity awards are granted.  Her grant of restricted shares for the partial year of service will be pro-rated based on the number of days served prior to the next full year annual director grants, with the value of such shares to be included in the grant made at that time. The program generally in effect for this year is described in “Director Compensation” in the Company’s proxy statement for the 2023 Annual Meeting of Shareholders filed with the Securities and Exchange Commission on April 3, 2023.

The Company expects Doyle 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. 333-177971), 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.

(d) Exhibits

Exhibit No.	Description of Exhibit
99.1	Press Release, dated March 15, 2024.
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 hereunto duly authorized.

	National Bank Holdings Corporation
By:	/s/ Angela N. Petrucci
	Name: Angela N. Petrucci
	Title: Chief Administrative Officer & General Counsel
Date: March 15, 2024

EX-99.1

Exhibit 99.1

National Bank Holdings Corporation Appoints New Board Director

Company Release – March 15, 2024

DENVER. - (Globe Newswire) - National Bank Holdings Corporation (NYSE: NBHC) announced today that its Board of Directors appointed Ms. Robin Doyle as a Director of the Company, effective March 18, 2024. Doyle will serve on the Audit & Risk Committee.

Doyle’s distinguished career in international financial services has spanned over three decades with a focus in finance, regulatory affairs and risk management. She spent 28 years at J.P. Morgan in several senior management roles including managing director in their Office of Regulatory Affairs, and chief financial officer for the firm’s risk management organization. After retiring from J.P. Morgan in 2021, Doyle started her own consulting firm focused on strengthening client’s data and risk management capabilities. Doyle is on the board of Dress for Success Center New Jersey and serves as a member of the Executive Committee and chair of the Finance Committee. She has served as a founding board member of the Global Legal Entity Identifier Foundation, a founding board member for the Rutgers Business School Center for Women in Business, the Rutgers Business School Dean’s Advisory Board, the board of New Jersey Junior Achievement, and the board of Easter Seals of New Jersey. Doyle has an MBA in Finance and a BS in Accounting from Rutgers University and she is certified as a CPA.

Tim Laney, the Company’s Chairman, President and Chief Executive Officer, said, “We are pleased to welcome Robin to our Board of Directors. Her strong audit and risk background complements the skills and experience of our established Board. We believe she will bring valuable insight as we continue to be vigilant around protecting our organization, our clients, and our communities.”

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 stakeholder results. Through its bank subsidiaries, NBH Bank and Bank of Jackson Hole Trust, National Bank Holdings Corporation operates a network of over 90 banking centers, serving individual consumers, small, medium and large businesses, and government and non-profit entities. Its banking centers are located in its core footprint of Colorado, the

greater Kansas City region, Utah, Wyoming, Texas, New Mexico and Idaho. Its comprehensive residential mortgage banking group primarily serves the bank’s core footprint. Its trust and wealth management business is operated in its core footprint under the Bank of Jackson Hole Trust charter. NBH Bank operates under a single state charter through the following brand names as divisions of NBH Bank: in Colorado, Community Banks of Colorado and Community Banks Mortgage; in Kansas and Missouri, Bank Midwest and Bank Midwest Mortgage; in Texas, Utah, New Mexico and Idaho, Hillcrest Bank and Hillcrest Bank Mortgage; and in Wyoming, Bank of Jackson Hole and Bank of Jackson Hole Mortgage. Additional information about National Bank Holdings Corporation can be found at www.nationalbankholdings.com. For more information visit: cobnks.com, bankmw.com, hillcrestbank.com, bankofjacksonhole.com, or nbhbank.com, or connect with any of our brands on LinkedIn.

Contact:

Analysts/Institutional Investors:

Aldis Birkans, 720-554-6640

Chief Financial Officer

ir@nationalbankholdings.com

or

Media:

Jody Soper, 303-784-5925

Chief Marketing Officer

Jody.Soper@nbhbank.com

Source: National Bank Holdings Corporation

XML

Document and Entity Information	Mar. 12, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Mar. 12, 2024
Entity Registrant Name	NATIONAL BANK HOLDINGS CORP
Entity Incorporation, State or Country Code	DE
Entity File Number	001-35654
Entity Tax Identification Number	27-0563799
Entity Address, Address Line One	7800 East Orchard Road
Entity Address, Adress Line Two	Suite 300
Entity Address, City or Town	Greenwood Village
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80111
City Area Code	303
Local Phone Number	892-8715
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common Stock
Trading Symbol	NBHC
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001475841
Amendment Flag	false