8-K

UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT TO

 SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of earliest event reported: May 23, 2019

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. ☐     

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $1.00 par value per share	RBNC	The Nasdaq Capital Market

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

On May 23, 2019, Reliant Bancorp, Inc. (the “Company”) held its 2019 annual meeting of shareholders. At the annual meeting, the Company’s shareholders voted on the election of ten director nominees and ratification of the selection of Maggart & Associates, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019.

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

1. Election of Directors.  Each of the following nominees was elected as a director of the Company by the vote indicated, with each nominee to serve for a term to expire at the 2020 annual meeting of Company shareholders and until the election and qualification of his or her successor.

Name	Votes For	Votes Against	Abstentions	Broker Non-Votes
Homayoun Aminmadani	5,903,973	360,506	95,072	2,332,552
DeVan D. Ard, Jr.	6,273,348	52,754	33,449	2,332,552
Charles Trimble Beasley	6,039,168	314,590	5,793	2,332,552
Robert E. Daniel	6,274,729	49,463	35,359	2,332,552
William Ronald DeBerry	6,063,068	289,640	6,843	2,332,552
Sharon H. Edwards	6,281,931	45,401	32,219	2,332,552
Louis E. Holloway	6,262,363	85,756	11,432	2,332,552
Connie S. McGee	6,265,669	27,647	66,235	2,332,552
Linda E. Rebrovick	6,263,876	28,016	67,659	2,332,552
Ruskin A. Vest	6,054,208	292,226	13,117	2,332,552

2. Ratification of Independent Registered Public Accounting Firm.  The Company’s shareholders ratified the selection of Maggart & Associates, P.C.as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019, by the following vote.

Votes For	Votes Against	Abstentions	Broker Non-Votes
8,673,958	5,348	12,797	0

Item 7.01 Regulation FD Disclosure.

As part of the Company’s presentation at the annual meeting of shareholders on May 23, 2019, the Company presented slides. A copy of the Company’s complete slide presentation is included as Exhibit 99.2 to this report. At the annual meeting, the Company also announced that it had repurchased to date over $7 million of its common stock, par value $1.00 per share, pursuant to its previously-announced stock repurchase plan. Pursuant to the stock repurchase plan, the Company may purchase up to a total of $12 million of its outstanding common stock.

The information in this Item 7.01, including the information in Exhibit 99.2 attached hereto, is being furnished to the Securities and Exchange Commission and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, 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, as amended, or the Securities Exchange Act of 1934, as amended, except as expressly set forth by specific reference in such a filing.

Item 8.01Other Events.

On May 24, 2019, the Company issued a press release announcing its shareholders’ election of ten directors and ratification of the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019. A copy of the press release is attached to this report as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d)	Exhibits.
	Exhibit Number	Description of Exhibit
	99.1	Press release issued by Reliant Bancorp, Inc., dated May 24, 2019.
	99.2	Presentation slides presented by Reliant Bancorp, Inc. on May 23, 2019.

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 24, 2019
	By:	/s/ DeVan Ard, Jr.
		DeVan Ard, Jr.
		Chairman, President, and CEO

EX-99.1

Exhibit 99.1

Reliant Bancorp, Inc. Holds Annual Meeting of Shareholders

Expects Continued Growth in 2019

BRENTWOOD, Tenn.--(BUSINESS WIRE)--May 24, 2019--Reliant Bancorp, Inc. (“Reliant Bancorp” or the "Company”) (Nasdaq: RBNC), the parent company for Reliant Bank (“Reliant”), announced today that, at the 2019 annual meeting of the Company's shareholders, its shareholders elected ten directors and ratified the selection of Maggart & Associates, P.C. as the independent audit firm for the year ending December 31, 2019.

In comments made at the meeting, DeVan D. Ard, Jr., Chairman and CEO stated, “We recently reported record first quarter results with solid growth in loans and deposits. Our new branches in Murfreesboro and Chattanooga contributed to our growth since last year and we remain positive about our outlook for 2019 based on our organic growth and the strong economy in our markets.” Ard added, “We are excited to welcome new board members Linda Rebrovick and Connie McGee to our board of directors.”

At the meeting, shareholders elected the following directors:

• Homayoun Aminmadani – Franchise Owner, YUM! Brands, Inc.
• DeVan D. Ard, Jr. – Chairman, President and CEO of Reliant Bancorp, Inc. and Reliant Bank
• Charles Trimble Beasley – Founder and President, Center Star, Inc.
• Robert E. Daniel - President of Compass Capital, LLC
• William Ronald DeBerry – Former CEO of Reliant Bancorp, Inc.
• Sharon H. Edwards – Former Finance Director at Willis Towers Watson North America
• Louis E. Holloway – Chief Operating Officer of Reliant Bancorp, Inc. and Reliant Bank
• Connie S. McGee – U.S. East Area Sales Director, Microsoft Corporation
• Linda E. Rebrovick – President, Impact Corporate Consulting
• Ruskin A. Vest – President of Southeastern Shirt Corporation and Southeastern Pant Corporation, LLC

Shareholders also ratified Maggart & Associates, P.C. as the independent audit firm for the year ending December 31, 2019.

About Reliant Bancorp and Reliant Bank

Reliant Bancorp, Inc. is a Brentwood, Tennessee-based bank holding company which, through its wholly owned subsidiary Reliant Bank, operates banking centers in Davidson, Hamilton, Hickman, Maury, Robertson, Rutherford, Sumner, and Williamson counties, Tennessee. 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, 2019, Reliant Bancorp had approximately $1.8 billion in total assets, approximately $1.3 billion in loans and approximately $1.5 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,” and “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 Company’s future financial and operating results and the Company’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 the Company to differ materially from any results, performance, or achievements expressed or implied by such forward-looking statements. Such risks, uncertainties, and other factors include, among others: (1) the possibility that our asset quality could decline or that we experience greater loan losses than anticipated, (2) increased levels of other real estate, primarily as a result of foreclosures, (3) the impact of liquidity needs on our results of operations and financial condition, (4) competition from financial institutions and other financial service providers, (5) the effect of interest rate increases on the cost of deposits, (6) unanticipated weakness in loan demand or loan pricing, (7) lack of strategic growth opportunities or our failure to execute on those opportunities, (8) deterioration in the financial condition of borrowers resulting in significant increases in loan losses and provisions for those losses, (9) the ability to grow and retain low-cost core deposits and retain large, uninsured deposits, (10) our ability to effectively manage problem credits, (11) our ability to successfully implement efficiency initiatives on time and in amounts projected, (12) our ability to successfully develop and market new products and technology, (13) the impact of negative developments in the financial industry and U.S. and global capital and credit markets, (14) our ability to retain the services of key personnel, (15) our ability to adapt to technological changes, (16) risks associated with litigation, including the applicability of insurance coverage, (17) the vulnerability of Reliant Bank’s network and online banking portals, and the systems of parties with whom the Company and Reliant Bank contract, to unauthorized access, computer viruses, phishing schemes, spam attacks, human error, natural disasters, power loss, and other security breaches, (18) changes in state and federal laws, rules, regulations, or policies applicable to banks or bank or financial holding companies, including regulatory or legislative developments, (19) adverse results (including costs, fines, reputational harm, and/or other negative effects) from current or future litigation, regulatory examinations, or other legal and/or regulatory actions, and (20) general competitive, economic, political, and market conditions, including economic conditions in the local markets where we operate. Additional factors which could affect the forward-looking statements can be found in the Company’s 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. The Company believes the forward-looking statements contained herein are reasonable; however, many of such risks, uncertainties, and other factors are beyond the Company’s ability to control or predict and 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. The Company 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:
DeVan Ard, Jr., Chairman, President and CEO, Reliant Bancorp, Inc. (615.221.2020)

EX-99.2

Exhibit 99.2

 MAY 23, 2019  NASDAQ: RBNC  Annual Meeting of Shareholders 

 1  Safe Harbor Statements  Forward Looking StatementsAll statements, other than statements of historical fact, included in this presentation 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,” and “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 future financial and operating results of Reliant Bancorp, Inc. (the “Company”) and the Company’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 the Company to differ materially from any results, performance, or achievements expressed or implied by such forward-looking statements. Such risks, uncertainties, and other factors include, among others: (1) the possibility that our asset quality could decline or that we experience greater loan losses than anticipated, (2) increased levels of other real estate, primarily as a result of foreclosures, (3) the impact of liquidity needs on our results of operations and financial condition, (4) competition from financial institutions and other financial service providers, (5) the effect of interest rate increases on the cost of deposits, (6) unanticipated weakness in loan demand or loan pricing, (7) lack of strategic growth opportunities or our failure to execute on those opportunities, (8) deterioration in the financial condition of borrowers resulting in significant increases in loan losses and provisions for those losses, (9) the ability to grow and retain low-cost core deposits and retain large, uninsured deposits, (10) our ability to effectively manage problem credits, (11) our ability to successfully implement efficiency initiatives on time and in amounts projected, (12) our ability to successfully develop and market new products and technology, (13) the impact of negative developments in the financial industry and U.S. and global capital and credit markets, (14) our ability to retain the services of key personnel, (15) our ability to adapt to technological changes, (16) risks associated with litigation, including the applicability of insurance coverage, (17) the vulnerability of Reliant Bank’s network and online banking portals, and the systems of parties with whom the Company and Reliant Bank contract, to unauthorized access, computer viruses, phishing schemes, spam attacks, human error, natural disasters, power loss, and other security breaches, (18) changes in state and federal laws, rules, regulations, or policies applicable to banks or bank or financial holding companies, including regulatory or legislative developments, (19) adverse results (including costs, fines, reputational harm, and/or other negative effects) from current or future litigation, regulatory examinations, or other legal and/or regulatory actions, and (20) general competitive, economic, political, and market conditions, including economic conditions in the local markets where we operate. Additional factors which could affect the forward-looking statements can be found in the Company’s annual report on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K, in each case filed with or furnished to the Securities and Exchange Commission (the “SEC”) and available on the SEC’s website at http://www.sec.gov. The Company believes the forward-looking statements contained in this presentation are reasonable; however, many of such risks, uncertainties, and other factors are beyond the Company’s ability to control or predict and 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. The Company disclaims any obligation to update or revise any forward-looking statements contained in this presentation, which speak only as of the date hereof, whether as a result of new information, future events, or otherwise.  Non-GAAP Financial MeasuresThis presentation contains certain financial measures that are not measures recognized under U.S. generally accepted accounting principles (GAAP) and, therefore, are considered non-GAAP financial measures. Members of the Company’s management use these non-GAAP financial measures in their analysis of the Company’s performance, financial condition, and efficiency of operations. Management of the Company believes that these non-GAAP financial measures provide a greater understanding of ongoing operations, enhance comparability of results with prior periods, and demonstrate the effects of significant gains and charges in the current period. Management also believes that investors find these non-GAAP financial measures useful as they assist investors in understanding underlying operating performance and the analysis of ongoing operating trends. However, the non-GAAP financial measures discussed herein should not be considered in isolation or as a substitute for the most directly comparable or other financial measures calculated in accordance with GAAP. Moreover, the manner in which the non-GAAP financial measures discussed herein are calculated may differ from that of other companies reporting measures with similar names. You should understand how such other banking organizations calculate their financial measures similar to, or with names similar to, the non-GAAP financial measures we have discussed herein when comparing such non-GAAP financial measures.This presentation contains certain non-GAAP financial measures, including, without limitation, tangible assets, tangible book value, tangible common equity, tangible common equity to assets, efficiency ratio, adjusted income return on average assets, and return on tangible common equity. A reconciliation of these non-GAAP financial measures to the most directly comparable GAAP measures are provided in the appendix to this presentation. 

 2  Source: S&P Global Market Intelligence    2014  2015  2017  4/1/2015Reliant and CUBN close merger. $791 million in assets  4/28/2014Reliant and CUBN announce merger  7/7/2015Stock begins trading on Nasdaq  3/6/2017Opened Green Hills branch in Davidson County      Total Assets($mm)  Reliant Bank  Commerce Union Bank    2014  2015  2017  2016      $450  $296    $876  $912  $1,125        2/21/2017Expansion into Chattanooga  6/30/2017Surpassed$1 billion in assets    8/23/2017Announced Merger with Community First & $25 million Private Placement    2018  $1,724  2018    1/1/2018Completed Merger with Community First      12/31/2017Officially rebranded as Reliant Bancorp, Inc.      8/28/2018Opened Murfreesboro branch    10/22/2018Opened Chattanooga branch    $1,762  Q1 ‘19  Our History of Expansion and Growth 

 3  Nashville Demographics  Sustainable GrowthThe Nashville MSA is expected to surpass the current size of Austin, Charlotte, Portland, and Denver regions by 2035, with a population of 2.6 millionThe Nashville MSA is the 8th largest Southeast metropolitan area with a population exceeding 1.9 million as of July 2018The Nashville region gained 94 net new people per day on average in 2017Population grew approximately 11.9% from 2012 through 2018 at 1.90% annually Unemployment rate of 2.6% is below the national average of 3.8% as of March 2019Median HHI growth of 16.5% from 2000-2012Strong Business EnvironmentRanked 3rd in “The Best Big Cities for Jobs 2017” 7th on Forbes’ list of fastest-growing cities of 2018Ranked 1st on Forbes’ list for metro area job growth in professional and business services (2017)Historic success in landing major brand-name corporate relocations including Nissan North America, Dell Computer, Caterpillar Financial, Ford Motor Credit, and AllianceBernstein (2018)Home to 14 Fortune 1000 companies, including 5 Fortune 500 headquartersRecent announcements by Amazon and E&Y to bring 5,600 jobs to Nashville  Source: S&P Global Market Intelligence, Bureau of Labor Statistics, Nashville Area Chamber of Commerce, U.S. Census Bureau- 2018, Forbes, FRED 

 4  Projected Population Growth by County  Projected Population Growth by 2030  Source: Boyd Center for Business and Economic Research, University of Tennessee, Knoxville - September 2017Note: Deposit market share data as of 6/30/18; pro forma for announced transactions  TN County Ranking  Market Share Rank  1  2  5  9  10  14  25  54  7  NA  8  2  4  26  NA  1 

 2018 Financial Highlights  5  Completed acquisition of Community First on January 1, 2018Opened full service banking centers in Murfreesboro (Q3) and Chattanooga (Q4)Net loan growth of $459 million or 59% for the year ended December 31, 2018Deposits grew by $554 million or 63% from 2017 to 2018; average non-interest bearing deposits increased by 62.8%Increased dividend by 25% YoY ($0.30 in 2018 vs. $0.24 in 2017)Maintained focus on superior asset quality with nonperforming assets to total assets of just 0.44%Strong job growth fueling the economy in Nashville and ChattanoogaAuthorized repurchase of $12 million of shares 

 Delivering Shareholder Value  6  Adjusted Earnings Per Share  Tangible Book Value per Share  Adjusted Return on Average Assets  Adjusted Return on Average Tangible Common Equity  Note: Data as of or for the three months ended each respective quarter Refer to appendix for “reconciliation of non-GAAP financial measures”  Green bars indicate adjustments for merger expenses 

 Balancing Growth and Profitability  7  Loan Portfolio(1)  Note: $ in millions, unless otherwise specified; Data as of or for the twelve months ended each year. C&I Loans include Owner-Occupied CREDoes not include loans held for sale    CAGR: 37.6%  Deposit Portfolio    CAGR: 44.0%            Cost of Funds:  Loan Yield:           

 Disciplined Credit Culture  8  Loan Reserves(1)  Net Charge-Offs (Recoveries) / Average Loans  Non Performing Assets / Total Assets  Note: Data as of or for the three months ended each respective quarter(1) Refer to appendix for “reconciliation of non-GAAP financial measures” 

 First Quarter 2019 Highlights  9    Annualized loan growth of 10.1%, all organic customer growthAnnualized deposit growth of 20.4%Annualized tangible book value per share growth of 18.6%No loan loss provision expenseNet recovery increased loan loss reserveTax efficient business strategyStrong performance of new branch locations in Murfreesboro and ChattanoogaDeclared quarterly dividend of $0.09 on March 26, 2019Share repurchase program progressing    

 10  Our Strategy for 2019 and Beyond  Core deposit growth and improved funding mixLow double digit organic loan growthDisciplined M&ALeverage presence in new marketsAdd experienced banking talent in key growth marketsCommitment to superior asset qualityExpand digital channelImprove operating efficiency 

 Appendix 

 Reconciliation of Non-GAAP Financial Measures  12  Reliant Bancorp, Inc. Adjusted Net Interest Margin 

 Reconciliation of Non-GAAP Financial Measures  13  Reliant Bancorp, Inc. ROAA, ROATCE, TCE/TA and TBVPS 

 Reconciliation of Non-GAAP Financial Measures  14  Reliant Bancorp, Inc. Adjusted ROAA, ROATCE and EPS 

 Reconciliation of Non-GAAP Financial Measures  15  Reliant Bancorp, Inc. Loan Reserves