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): October 17, 2016

CASS INFORMATION SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Missouri	000-20827	43-1265338
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

12444 Powerscourt Drive, Suite 550 St. Louis, Missouri	63131
(Address of principal executive offices)	(Zip Code)

(314) 506-5500

(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.

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act.

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under 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 October 17, 2016, the Board of Directors (the “Board”) of Cass Information Systems, Inc. (the “Company”), upon the recommendation of the Company’s Nominating and Corporate Governance Committee, elected Joseph D. Rupp as a member of the Board. As a member of the Board, Mr. Rupp has been appointed to serve on the Company’s Compensation Committee.

There is no arrangement or understanding between Mr. Rupp and any other person pursuant to which he was selected as a director. There have been no transactions and are no currently proposed transactions in which the Company was or is to be a participant and the amount involved exceeds $120,000, and in which Mr. Rupp had or will have a direct or indirect material interest.

As a member of the Board, Mr. Rupp will be entitled to receive the same compensation provided to the Company’s other non-employee directors, which includes a cash retainer and an annual grant of restricted stock valued at $50,000. In connection with his election to the Board, Mr. Rupp received a grant of restricted stock valued at $25,000, which represents his annual director grant pro-rated for his time of service in 2016. Restricted stock awards are issued under the Company’s Amended and Restated Omnibus Stock and Performance Compensation Plan. The shares carry voting and dividend rights and vest in one year on the first anniversary date of the award or, if elected by the director, vest at retirement from the Board.

On October 21, 2016, the Company issued a press release announcing the election of Mr. Rupp to the Board. A copy of this press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Press release issued by Cass Information Systems, Inc. dated October 21, 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.

Dated: October 21, 2016

CASS INFORMATION SYSTEMS, INC.
By:	/s/ Eric H. Brunngraber
Name:	Eric H. Brunngraber
Title:	Chairman of the Board, President and Chief Executive Officer

By:	/s/ P. Stephen Appelbaum
Name:	P. Stephen Appelbaum
Title:	Executive Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

Contact: Contact Kenn Entringer at Casey Communications, (314) 721-2828

kentringer@caseycomm.com

October 21, 2016

Joseph Rupp Joins Board of Directors of

Cass Information Systems, Inc. (NASDAQ: CASS)

ST. LOUIS – Joseph Rupp has been appointed to the board of directors of Cass Information Systems, Inc. (NASDAQ: CASS), the nation’s leading provider of transportation, energy, telecom and environmental invoice payment and information services.

After joining Olin Corporation in 1972, Rupp held positions of increasing responsibility in its Brass Division before being appointed president of Olin Brass and a corporate vice president in 1996. In 2001 he was promoted to executive vice president, operations before being named president and chief executive officer in 2002. He held both posts until 2016. Rupp continues as chairman of Olin’s board of directors, a position he has held since 2005.

Additionally, Rupp has served as a director of Quanex Building Products Corp. and Dot Foods, Inc. as well as a trustee of Missouri University of Science and Technology.

He earned his bachelor’s degree in metallurgical engineering from Missouri University of Science and Technology.

“Joe Rupp’s clear understanding of the complex issues that face multi-faceted organizations such as Cass make him a welcome addition to our board,” said Eric Brunngraber, Cass chairman of the board and chief executive officer.

About Cass Information Systems

Cass Information Systems, Inc. is a leading provider of integrated information and payment management solutions. Cass enables enterprises to achieve visibility, control and efficiency in their supply chains, communications networks, facilities and other operations. Disbursing $40 billion annually on behalf of clients, and with total assets of $1.5 billion, Cass is uniquely supported by Cass Commercial Bank. Founded in 1906 and a wholly owned subsidiary, Cass Bank provides sophisticated financial exchange services to the parent organization and its clients. Cass is part of the Russell 2000^®. More information is available at www.cassinfo.com.

END

Cass Information Systems, Inc. • 12444 Powerscourt Drive • Suite 550 • St. Louis, MO 63131

PHONE 314-506-5500 • FAX 314-506-5955 • www.cassinfo.com