0001157523-16-007210.txt : 20161102 0001157523-16-007210.hdr.sgml : 20161102 20161102171545 ACCESSION NUMBER: 0001157523-16-007210 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20161102 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20161102 DATE AS OF CHANGE: 20161102 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FB Financial Corp CENTRAL INDEX KEY: 0001649749 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 621216058 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-37875 FILM NUMBER: 161969000 BUSINESS ADDRESS: STREET 1: 211 COMMERCE STREET STREET 2: SUITE 300 CITY: NASHVILLE STATE: TN ZIP: 37201 BUSINESS PHONE: 615-313-0080 MAIL ADDRESS: STREET 1: 211 COMMERCE STREET STREET 2: SUITE 300 CITY: NASHVILLE STATE: TN ZIP: 37201 FORMER COMPANY: FORMER CONFORMED NAME: First South Bancorp, Inc. DATE OF NAME CHANGE: 20150731 8-K 1 a51452748.htm FB FINANCIAL CORPORATION 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)

November 2, 2016


FB Financial Corporation

(Exact name of registrant as specified in its charter)

Tennessee

001-37875

62-1216058

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

211 Commerce Street, Suite 300, Nashville, TN

37201

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code (615) 564-1212

N/A

(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:

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))


ITEM 5.02.

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

On November 2, 2016, the Board of Directors of FB Financial Corporation (the “Company”) increased the number of board members from five to seven. Additionally, the Board elected William F. Andrews and Agenia Clark as directors of the Company. Mr. Andrews was appointed by the board of directors as chair of the audit committee and Mrs. Clark was appointed by the board of directors as a member of the compensation committee.  Both Mr. Andrews and Mrs. Clark will receive the non-employee director compensation described in the Company’s prospectus dated September 15, 2016, filed with the SEC in accordance with Rule 424(b) of the Securities Act of 1933.

The Company’s press release announcing the election of Mr. Andrews and Mrs. Clark is filed herewith as Exhibit 99.1 and is incorporated by reference herein.

ITEM 9.01.

Financial Statements and Exhibits.

(d)   Exhibits.
 

99.1                  Press Release issued by FB Financial Corporation, dated November 2, 2016.


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.

 

 

FB Financial Corporation

 

(Registrant)

 

Date:

November 2, 2016

 

 

By:

/s/ James R. Gordon

James R. Gordon

Chief Financial Officer


EXHIBIT INDEX


Exhibit

Description

 
99.1 Press Release issued by FB Financial Corporation, dated November 2, 2016

EX-99.1 2 a51452748_ex991.htm EXHIBIT 99.1

Exhibit 99.1

Andrews, Clark Elected to FB Financial Board of Directors

Adds Significant Public Company Governance Experience

NASHVILLE, Tenn.--(BUSINESS WIRE)--November 2, 2016--FB Financial Corporation (NYSE:FBK), the holding company for Nashville-based FirstBank, has elected two new members to its board of directors both of whom have significant public company governance experience.

Joining the board are William F. Andrews, a former chairman of Corrections Corporation of America (CCA), who also served as president of Massey Investment Co. and as a principal of Kohlberg & Company; and Agenia Clark, CEO of the Girl Scouts of Middle Tennessee, who was a founding board member of a publicly-held bank in Nashville.

Andrews will chair the board’s audit committee, and Clark will be a member of the compensation committee.

“Bill and Agenia are tremendously talented individuals who will bring broad, complementary experience to the FB Financial Corporation board of directors,” James W. Ayers, Chairman of the Board, said. “We are extremely proud that they agreed to join our board, and I look forward to working with them on our strategic initiatives.”

In addition to Ayers, other FB Financial Corporation board members include Christopher T. Holmes, President and CEO of FirstBank and FB Financial Corporation; Orrin H. Ingram, president and CEO of Ingram Industries, Inc.; Ruth E. Johnson, Associate Vice President of Meharry Medical College; and Stuart C. McWhorter, co-founder and chairman of Clayton Associates.

During his long business career, Andrews has been chairman of seven public companies and seven private companies, including CCA, Amdura Corporation, Katy Industries, Scovill, Inc., and Singer Sewing Machine Co. He has served on 20 public company boards and 16 private company boards since his career began after a three-year tour in the U.S. Air Force as a captain, pilot and squad commander. Currently, he is on the boards of Harpeth Capital and Buffkin Group, both private companies in Nashville.

Clark was vice president of human resources for the Tennessee Education Lottery Corp. prior to becoming president and CEO of the Girls Scouts of Middle Tennessee in 2004. She also was senior director of human resources at Vanderbilt University. Her board experience includes Avenue Bank, the Governor’s Healthier Tennessee Foundation, and as former member of the Tennessee Board of Regents and former board chairman of the Girl Scouts of Middle Tennessee. Clark is also on the board of the Ayers Foundation, the Ayers family’s philanthropic organization. She has been recognized with several awards for her civic leadership including 2015 and 2016 “Nashville 100 Most Powerful.”


About FB Financial Corporation

FB Financial Corporation (NYSE: FBK) is a bank holding company headquartered in Nashville, Tennessee. FB Financial operates through its wholly owned banking subsidiary, FirstBank, the third largest Tennessee-headquartered bank, with 45 full-service bank branches across Tennessee, North Alabama and North Georgia, and a national mortgage business with offices across the Southeast. FirstBank serves five of the largest metropolitan markets in Tennessee and has approximately $3.2 billion in total assets.

CONTACT:
Media Contacts:
FirstBank
Jeanie M. Rittenberry, 615-313-8328
jrittenberry@firstbankonline.com
or
McNeely Pigott & Fox Public Relations
Roger Shirley, 615-259-4000
rshirley@mpf.com
or
Financial Contact:
FirstBank
James R. Gordon, 615-564-1212
jgordon@firstbankonline.com
investors@firstbankonline.com
www.firstbankonline.com