8-K/A

UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 WASHINGTON, DC 20549

FORM 8-K/A

CURRENT REPORT PURSUANT TO

 SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of earliest event reported: May 17, 2018

Reliant Bancorp, Inc.

 (Exact Name of Registrant as Specified in its Charter)

Tennessee	001-37391		37-1641316
(State or Other Jurisdiction of Incorporation)	(Commission File Number)		(IRS Employer Identification No.)
1736 Carothers Parkway, Suite 100 Brentwood, Tennessee		37027
(Address of Principal Executive Offices)		(Zip Code)

(615) 221-2020

(Registrant’s telephone number, 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))

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. Section 13(a) of the Exchange Act. ☐

Explanatory Note

This Current Report on Form 8-K/A (the “Amendment”) updates information disclosed in a Current Report on Form 8-K filed on May 18, 2018, (“the Original Form 8-K”) relating to the Annual Meeting of Shareholders of Reliant Bancorp, Inc. (the “Company”) held on May 17, 2018 (the “Annual Meeting”). The purpose of this Amendment is to amend the Broker Non-Votes for the Election of Directors, Articles of Amendment to the Charter, and the Company’s 2018 Employee Stock Purchase Plan listed under Item 5.07. Additionally, this Amendment includes Item 7.01 to the current report, which references the Company’s presentation slides presented at the Annual Meeting of Shareholders, which have been included as Exhibit 99.2.

Item 5.07Submission of Matters to a Vote of Security Holders.

On May 17, 2018, Reliant Bancorp, Inc. (the “Company”) held its annual meeting of shareholders. At the Annual Meeting, the Company’s shareholders voted on the election of seven directors, Articles of Amendment to the Charter, the Company’s 2018 Employee Stock Purchase Plan, and the selection of Maggart & Associates, P.C. as the independent audit firm for the year ending December 31, 2018.

The votes cast on the agenda items are set forth below:

1. Election of Directors

a. Class I Directors

Name	Votes For	Votes Withheld	Broker Non-Votes
DeVan D. Ard, Jr.	6,437,234	9,968	2,072,611
William Ronald DeBerry	5,970,781	470,537	2,072,611
Sharon H. Edwards	6,437,010	10,192	2,072,611
Farzin Ferdowsi	6,429,487	12,386	2,072,611
Ruskin A. Vest	6,373,697	72,599	2,072,611

b. Class II Directors

Name	Votes For	Votes Withheld	Broker Non-Votes
Robert E. Daniel	6,434,898	12,304	2,072,611
Louis E. Holloway	6,417,731	29,959	2,072,611

2. Articles of Amendment to the Charter to declassify the board of directors to provide for a majority voting standard in the election of directors in uncontested elections

Votes For	Votes Against	Abstentions	Broker Non-Votes
6,418,159	15,706	17,646	2,072,611

3. Reliant Bancorp, Inc. 2018 Employee Stock Purchase Plan

Votes For	Votes Against	Abstentions	Broker Non-Votes
6,359,067	86,789	5,655	2,072,611

4. Ratification of Maggart & Associates, P.C. as the independent audit firm for the year ending December 31, 2018.

Votes For	Votes Against	Abstentions	Broker Non-Votes
8,516,551	5,863	1,708	0

Item 7.01 Regulation FD Disclosure.

As part of the Company’s presentation at the annual meeting of shareholders on May 17, 2018, the Company presented slides. A copy of the Company’s complete slide presentation is included as Exhibit 99.2 to this report.

The information in this Form 8-K and the exhibits attached hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as expressly set forth by specific reference in such a filing.

Item 8.01Other Events.

On May 18, 2018, Reliant Bancorp, Inc. (the “Company”) issued a press release announcing its shareholders election of seven directors, approval of the Articles of Amendment to the Charter, approval of the Reliant Bancorp, Inc. 2018 Employee Stock Purchase Plan, and the ratification of their independent audit firm for the year ending December 31, 2018.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits.

Exhibit NumberDescription of Exhibit

99.1 Press release issued by Reliant Bancorp, Inc., dated May 18, 2018.

99.2 Presentation slides presented by Reliant Bancorp, Inc., dated May 18, 2018.

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.

	RELIANT BANCORP, INC.
Date: May 18, 2018	/s/ DeVan D. Ard, Jr.
	DeVan D. Ard, Jr.
	Chairman, President, and Chief Executive Officer

EXHIBIT INDEX

Exhibit Number	Description o Exhibit(s)
99.1	Press Release issued by Reliant Bancorp, Inc., dated May 18, 2018.
99.2	Presentation slides presented by Reliant Bancorp, Inc., dated May 18, 2018.

EX-99.1

Exhibit 99.1

Reliant Bancorp, Inc. Holds Annual Meeting of Shareholders

Expects Continued Growth in 2018

BRENTWOOD, Tenn.--(BUSINESS WIRE)--May 18, 2018--Reliant Bancorp, Inc. (“Reliant Bancorp” or the "Company”) (Nasdaq: RBNC), the parent company for Reliant Bank (“Reliant”), announced today that its shareholders elected seven directors, approved the Articles of Amendment to the Charter, approved the Reliant Bancorp, Inc. 2018 Employee Stock Purchase Plan, and ratified the selection of Maggart & Associates, P.C. as the independent audit firm for the year ending December 31, 2018.

In comments made at the meeting, DeVan D. Ard, Jr., Chairman and CEO, stated, “We recently reported record results for our first quarter of this year and expect to report continued growth in 2018 based on our current outlook and the contribution from the Community First merger that was closed on January 1, 2018. We recently completed the successful core conversion of Community First’s 23,000 accounts and expect to achieve about 75% of our expected savings from our combined operations by year-end 2018.

“We are on track to report higher loans and deposits in the second quarter based on the strong economy in our markets, organic growth from legacy markets and the contribution from the Community First markets added in Williamson, Maury and Hickman counties. We also plan to open our first full service office in Murfreesboro in the third quarter and expand our Chattanooga loan production office to a full service facility by year-end. Our asset quality remains very high and we remain focused on strong and profitable growth in 2018.”

At the meeting, shareholders elected the following Class I directors:

• DeVan D. Ard, Jr. – Chairman, President and CEO of Reliant Bancorp, Inc.
• William Ronald DeBerry – Former CEO of Reliant Bancorp, Inc.
• Sharon H. Edwards – Finance Director at Willis Towers Watson North America
• Farzin Ferdowsi – CEO of Management Resources Company
• Ruskin A. Vest – President of Southeastern Shirt Corporation and Southeastern Pant Corporation

And the following as Class II directors:

• Robert E. Daniel – President of Compass Capital, LLC
• Louis E. Holloway – Chief Operating Officer of Reliant Bancorp, Inc. and Reliant Bank

Shareholders also approved the following proposals:

• Articles of Amendment to the Charter to declassify the board of directors and to provide for a majority voting standard in the election of directors in uncontested elections, and the
• Reliant Bancorp, Inc. 2018 Employee Stock Purchase Plan

Shareholders also ratified Maggart & Associates, P.C. as the independent audit firm for the year ending December 31, 2018.

About Reliant Bancorp and Reliant Bank

Reliant Bancorp, Inc. is a Brentwood, Tennessee-based bank holding company which operates banking centers in Davidson, Robertson, Sumner, Williamson, Maury and Hickman counties, Tennessee, along with loan and deposit production offices in Rutherford and Hamilton counties, Tennessee, through its wholly-owned subsidiary Reliant Bank. Reliant Bank is a full-service commercial bank that offers a variety of deposit, lending and mortgage products and services to business and consumer customers. As of March 31, 2018, Reliant Bancorp had approximately $1.6 billion in total assets, approximately $1.1 billion in loans and approximately $1.3 billion in deposits. For additional information, locations and hours of operation, please visit their website at www.reliantbank.com.

Forward Looking Statements

All statements, other than statements of historical fact, included in this release are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The words “believe,” “anticipate,” “expect,” “may,” “will,” “assume,” “should,” “predict,” “could,” “would,” “intend,” “targets,” “estimates,” “projects,” “plans,” “potential” and other similar words and expressions of the future are intended to identify such forward-looking statements, but other statements not based on historical information may also be considered forward-looking, including statements about the benefits to Reliant Bancorp of the Community First merger, Reliant Bancorp’s future financial and operating results (including the anticipated impact of the transaction on the combined company’s earnings per share and tangible book value) and Reliant Bancorp’s plans, objectives and intentions.

All forward-looking statements are subject to risks, uncertainties and other factors that may cause the actual results, performance or achievements of Reliant Bancorp to differ materially from any results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, (1) the risk that the cost savings and any revenue synergies from the Community First merger may not be realized or take longer than anticipated to be realized, (2) the ability of Reliant Bancorp to meet expectations regarding the accounting and tax treatment of the transaction, (3) the effect of the announcement or completion of the transaction on employee and customer relationships and operating results (including, without limitation, difficulties in maintaining relationships with employees and customers), (4) the risk that integration of Community First’s operations with those of Reliant Bancorp will be materially delayed or will be more costly or difficult than expected, (5) the amount of costs, fees, expenses, and charges related to the transaction, (6) reputational risk and the reaction of the parties’ customers, suppliers, employees or other business partners to the transaction, (7) the dilution caused by Reliant Bancorp’s issuance of additional shares of its common stock in the transaction, and (8) general competitive, economic, political and market conditions. Additional factors which could affect the forward-looking statements can be found in Reliant Bancorp’s (formerly Commerce Union Bancshares, Inc.) annual report on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) and available on the SEC’s website at http://www.sec.gov. Reliant Bancorp believes the forward-looking statements contained herein are reasonable; however, undue reliance should not be placed on any forward-looking statements, which are based on current expectations and speak only as of the date that they are made. Reliant Bancorp disclaims any obligation to update or revise any forward-looking statements contained in this release, which speak only as of the date hereof, whether as a result of new information, future events or otherwise.

CONTACT:
Reliant Bancorp, Inc.
DeVan Ard, 615-221-2020
Chairman, President and Chief Executive Officer

EX-99.2

Exhibit 99.2

 MAY 17, 2018  NASDAQ: RBNC  Annual Meeting of Shareholders 

 Forward Looking Statement  Statements in this presentation relating to Reliant Bancorp, Inc.’s plans, objectives, expectations or future performance are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The words “believe,” “may,” “should,” “anticipate,” “estimate,” “expect,” “intend,” “objective,” “possible,” “seek,” “plan,” “strive” or similar words, or negatives of these words, identify forward-looking statements. These forward-looking statements are based on management’s current expectations. The Company’s actual results in future periods may differ materially from those indicated by forward-looking statements due to various risks and uncertainties. These and other risks and uncertainties are described in greater detail under “Risk Factors” in the Form 10-K and subsequent periodic reports filed with the Securities and Exchange Commission. The forward-looking statements in this presentation are made as of the date of the release and the Company does not assume any responsibility to update these statements. 

 2017 Highlights  Record loans, deposits and assetsAchieved $1 billion in assets in second quarterCash dividend increased 9% to $0.24 per shareStrengthened capital base through earnings growth, exercise of stock options, and $25 million private placementAnnounced Community First merger in August, completed January 1, 2018Aligned brand under Reliant name with corporate name change and new symbol – RBNCOpened Chattanooga LPO in March 

 RBNC stock rose 20.7% in 2017  Total Return Stock Performance  Total Return Stock Performance 

 Community First Merger   Created 4th largest bank by assets headquartered in Middle TennesseeAdded 7 full-service branch locations#2 market share in Maury County#1 market share in Hickman CountyCompleted core conversion of 23,000 accountsStrengthened leadership with addition of Community First team membersRebranded to Reliant Bank 

                   SUMNER  WILSON  RUTHERFORD  Gallatin  Murfreesboro  Nashville        Franklin    DAVIDSON                          65                          Lebanon  MONTGOMERY  ROBERTSON  SUMNER  WILSON  RUTHERFORD  MAURY  HICKMAN  WILLIAMSON  DICKSON  CHEATHAM  Clarksville  Springfield  Gallatin  Murfreesboro  Brentwood  Columbia  Dickson  AshlandCity  Nashville    24  40  65                                    Lebanon        HAMILTON  Chattanooga      RBNC Branches (8)Community First Branches (7)RBNC Mortgage LPO (1)RBNC LPO (2)            DAVIDSON  Reliant Bank Today 

 Population Growth Projection 2018-2030  County Ranking  County  % Growth by 2030  1  Williamson  28.4%  2  Rutherford  28.1%  5  Sumner  17.9%  9  Maury  13.9%  10  Robertson  12.9%  14  Davidson  11.8%  25  Hamilton  8.8%  54  Hickman  1.8% 

 First Quarter 2018 Highlights  Record net income up 82% to $3.7 million, $.33 per share Return on average assets – 0.93% Return on average equity – 7.43%Loans up 59% to $1.1 billionDeposits rose 63% to $1.3 billionAssets increased 67% to $1.6 billionStrong net interest margin 3.79%Superior asset quality and low charge-offsStrong capital = all ratios exceed regulatory targets for “well capitalized”Positioned for further growth, profitability 

 Strategy for 2018  Maintain focus on strong, profitable organic growthGrow core depositsFull service office in Murfreesboro (Q3) and Chattanooga (Q4) Continue to add lending talentRemain committed to superior asset qualityImprove operating efficiency following Community First integrationEnhance digital experience – new website (May 1), on-line account openingStrategic M&A opportunities 

 NASDAQ: RBNC