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): October 24, 2016
Triumph Bancorp, Inc.
(Exact name of registrant as specified in its charter)
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Texas |
001-36722 |
20-0477066 |
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(State or other jurisdiction |
(Commission File No.) |
(I.R.S. Employer Identification No.) |
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12700 Park Central Drive, Suite 1700 |
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Dallas, Texas |
75251 |
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(Address of principal executive offices) |
(Zip Code) |
(214) 365-6900
(Registrant’s telephone number, including area code)
(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-2b) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4c) |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 24, 2016, Triumph Bancorp, Inc. (the “Company”) increased the size of the Company’s Board of Directors (the “Board”) to twelve members and elected Frederick Perpall as a director of the Company. Mr. Perpall will serve as a Class I Director with a term expiring at the Company’s 2018 annual meeting of its stockholders.
The Board has affirmatively determined that Mr. Perpall qualifies as an independent director under the rules of the NASDAQ Stock Exchange and as defined under applicable law. There is no arrangement or understanding between Mr. Perpall and any other person pursuant to which he was selected as a director. In addition, there are no transactions in which Mr. Perpall has an interest that are required to be disclosed under Item 404(a) of Regulation S-K.
Mr. Perpall will receive an award of common stock with a fair market value equal to $10,000 for his service on the Board for the remainder of 2016. Thereafter, Mr. Perpall will be compensated for his service on the Board and any committees of the Board to which he is appointed in the future in the same manner as the Company’s other non-employee directors.
In connection with Mr. Perpall’s election to the Board, the Company has entered into an indemnification agreement with Mr. Perpall in substantially the same form as the indemnification agreement that was previously filed with the Securities and Exchange Commission as Exhibit 10.12 to the Company’s Registration Statement on Form S-1 (File No. 333-198838). The indemnification agreement provides, in general, that the Company will indemnify Mr. Perpall to the fullest extent permitted by applicable law in connection with his service to the Company or on the Company’s behalf.
Item 8.01. Other Events.
On October 24, 2016 the Company issued a press release announcing the election of Mr. Perpall. A copy of the press release is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statement and Exhibits.
(d)Exhibits
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Exhibit No. |
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Description |
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99.1 |
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Press Release, dated October 24, 2016 |
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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.
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TRIUMPH BANCORP, INC.
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By: |
/s/ Adam D. Nelson |
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Name: Adam D. Nelson Title: Executive Vice President and General Counsel |
Date: October 24, 2016
EXHIBIT INDEX
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Exhibit No. |
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Description |
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99.1 |
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Press Release, dated October 24, 2016 |
Exhibit 99.1
FRED PERPALL TO JOIN TRIUMPH BANCORP, iNC. BOARD OF DIRECTORS
DALLAS – October 24, 2016 – (Globe Newswire) – Triumph Bancorp, Inc. (NASDAQ: TBK) today announced the addition of Fred Perpall to its board of directors. Perpall serves as the chief executive officer for The Beck Group, an architecture and construction company based in Dallas, Texas. He has served in this role since 2013, and has been with Beck since 1999.
“Fred brings a wealth of knowledge and experience to our board of directors,” Carlos M. Sepulveda, Jr., chairman of the board for Triumph Bancorp, Inc., said. “In addition to his business acumen, Fred has an incredibly creative mind and innovative way of thinking that is going to bring immense value to Triumph. We are looking forward to the impact he will have in this position.”
Perpall serves on numerous boards and executive committees, including the Dallas Regional Chamber, the Dallas Citizens Council and The Carter Center. He is a native of Nassau, Bahamas, and earned his Bachelor of Science and Master of Architecture degrees from the University of Texas at Arlington.
About Triumph
Headquartered in Dallas, Texas, Triumph Bancorp, Inc. (NASDAQ: TBK) is a financial holding company with a diversified line of community banking, commercial finance and asset management activities. www.triumphbancorp.com
Forward-Looking Statements
This Press Release may contain forward-looking statements within the meaning of the federal securities laws. Investors are cautioned that such statements, including statements with respect to the expected benefits of the transaction, are predictions and that actual events or results may differ materially. These forward-looking statements are not guarantees of future results and are subject to factors that could cause actual results to differ materially from those we may expect, including, but not limited to: economic, political and market conditions and fluctuations; competition; the possibility that the expected benefits related to the transaction may not materialize as expected; the possibility that we will be unable to successfully implement integration strategies or to achieve expected synergies and operating efficiencies within the expected time-frames or at all; and other factors identified in our filings with the Securities and Exchange Commission (the “SEC”). For a discussion of such risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see “Risk Factors” and the forward-looking statement disclosure contained in Triumph Bancorp, Inc.’s Annual Report on Form 10-K, filed with the SEC on February 26, 2016. Forward-looking statements speak only as of the date made and Triumph undertakes no duty to update such information.
Source: Triumph Bancorp, Inc.
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Investor Relations:
Luke Wyse
Vice President, Finance & Investor Relations
lwyse@triumphllc.com | 214-365-6936
Media Contact:
Amanda Tavackoli
Vice President, Marketing & Communication
atavackoli@triumphllc.com | 214-365-6930