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 21, 2019

Mercantil Bank Holding Corporation

(Exact name of registrant as specified in its charter)

Florida	001-38534	65-0032379
(State or other jurisdiction of incorporation	(Commission file number)	(IRS Employer Identification Number)

220 Alhambra Circle

Coral Gables, Florida

(Address of principal executive offices)

(305) 460-8728

(Registrant’s telephone number, including area code)

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 19, 2019, Alejandro Gonzalez S. resigned from the Board of Directors (the “Board”) of Mercantil Bank Holding Corporation (the “Company”) and its subsidiaries, including Amerant Bank, N.A., effective March 20, 2019. Mr. Gonzalez’s decision was not the result of any disagreement with the Company or its management or the Board on any matter.

Item 7.01 Regulation FD Disclosure.

On March 21, 2019, the Company issued a press release (the “Press Release”) announcing the resignation of Mr. Gonzalez. A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

Number	Exhibit
99.1	Press Release of Mercantil Bank Holding Corporation issued March  21, 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.

	Mercantil Bank Holding Corporation
Date: March 21, 2019	By:	/s/ Iván E. Trujillo
		Name: Iván E. Trujillo
		Title: Senior Vice President and Corporate Secretary

EX-99.1

Exhibit 99.1

CONTACTS:

Investors

InvestorRelations@amerantbank.com

(305) 460-8728

Media

media@amerantbank.com

(305) 441-8414

For Release: March 21, 2019 5:00 PM

MERCANTIL BANK HOLDING CORPORATION

ANNOUNCES RESIGNATION OF

ALEJANDRO GONZALEZ S. AS A DIRECTOR

Coral Gables, Florida – Mercantil Bank Holding Corporation (NASDAQ: AMTB and AMTBB) (the “Company”) and its subsidiary, Amerant Bank, N.A. (the “Bank”), announced the resignation of Alejandro Gonzalez S. as a director of the Company and the Bank.

Mr. Gonzalez was employed by the Company’s former parent, Mercantil Servicios Financieros, C.A. (“MSF”) in various positions until his retirement as Executive Vice President in 2013. He was an alternate director of MSF from 2006 to 2018, when he resigned in connection with the separation of the Company from MSF. Mr. Gonzalez has served as a Company director since 2004.

Mr. Gonzalez stated: “It has been a privilege to serve as a director of the Company and the Bank, and I am proud of their accomplishments, including the Company’s spin-off from MSF and its initial public offering in 2018. The Company has a bright future. Various MSF shareholders have asked that I return as a director of MSF and contribute my experience to my long-time employer in Venezuela. I regret that I cannot serve on both the Company’s and MSF’s boards of directors due to the terms of their separation.”

Rick Copeland, Chairman of the Company commented: “Alejandro Gonzalez is a valued colleague, and we appreciate his many years of enthusiastic and dedicated service to the Company. We understand and respect his decision to return to MSF’s board of directors.”

About the Company and the Bank

Mercantil Bank Holding Corporation is a bank holding company headquartered in Coral Gables, Florida. The Company operates through its subsidiaries, the Bank, Amerant Investments, Inc. and Amerant Trust, N.A. The Company provides individuals and businesses in the U.S., as well as select international clients, with deposit, credit and wealth management services. The Bank, which has operated for almost 40 years, is the largest community bank headquartered in Florida. The Bank operates 23 banking centers – 15 in South Florida, 8 in the Houston, Texas area, and loan production offices in Dallas, Texas and New York, New York.

For more information, please visit www.mercantilbank.com or investor.mercantilbank.com.