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 6, 2017
HANCOCK HOLDING COMPANY
(Exact name of registrant as specified in its charter)
| Mississippi | 001-36872 | 64-0693170 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| One Hancock Plaza 2510 14th Street Gulfport, Mississippi |
39501 | |
| (Address of principal executive offices) | (Zip Code) |
(228) 868-4000
(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 (§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. ☐
| Item 5.04 | Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans. |
Hancock Holding Company (the “Company”) is transferring recordkeeping and custodial services for the Hancock Holding Company 401(k) Savings Plan (the “Plan”) from Epic Advisors, Inc. to Great-West Life & Annuity Insurance Company (d/b/a “Empower Retirement”) effective December 1, 2017. As a result of this transfer, participants in the Plan will be temporarily unable to make a withdrawal, obtain a distribution, obtain a loan or change investment options under the Plan (the “blackout period”). The blackout period for the Plan will begin at 3:00 p.m. Central time on November 24, 2017 and is expected to end on December 22, 2017, unless extended by the Company.
On November 6, 2017, the Company delivered a notice to its directors and executive officers informing them of a temporary suspension of transactions by directors and executive officers involving Company equity and derivative securities in connection with the blackout period under the Plan. The notice, which was provided to the Company’s directors and executive officers in accordance with Section 306(a) of the Sarbanes-Oxley Act of 2002 and includes the information required by Rule 104(b) of Regulation BTR, is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
During the blackout period and for a period of two years after the ending date of the blackout period, a security holder or other interested person may obtain, without charge, information regarding the blackout period, including the actual beginning and ending dates of the blackout period, by contacting Tricia Loupe, One Hancock Plaza, 2510 14th Street, Gulfport, Mississippi 39501, Telephone: (504) 586-3567.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit Number |
Description of Exhibit | |
| 99.1 | Notice delivered to directors and executive officers of Hancock Holding Company on November 6, 2017. | |
SIGNATURE
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.
| HANCOCK HOLDING COMPANY | ||||||
| November 6, 2017 | By: | /s/ Michael M. Achary | ||||
| Michael M. Achary | ||||||
| Chief Financial Officer | ||||||
Exhibit 99.1
IMPORTANT NOTICE
| To: | Directors and Executive Officers of Hancock Holding Company |
| From: | Hancock Holding Company |
| Date: | November 6, 2017 |
| Re: | Notice of Blackout Period |
As required by Section 306(a) of the Sarbanes-Oxley Act of 2002 and Rule 104 of Regulation BTR, Hancock Holding Company (“Hancock”) is providing this notice to inform you of an upcoming blackout period under the Hancock Holding Company 401(k) Savings Plan (“Plan”).
Hancock is transferring recordkeeping and custodial services for the Plan from Epic Advisors, Inc. to Great-West Life & Annuity Insurance Company (d/b/a “Empower Retirement”) effective December 1, 2017. This transfer will require that a “blackout period” be imposed on participants in the Plan, which we expect to begin on November 24, 2017 and end on December 22, 2017. During the participant blackout period, participants in the Plan will be unable to make a withdrawal, obtain a distribution, obtain a loan or change investment options under the Plan.
Under the Sarbanes-Oxley Act of 2002 and Regulation BTR, directors and executive officers of Hancock are generally prohibited from engaging in transactions involving Hancock equity securities (including options and other derivatives based on Hancock stock) while Plan participants are subject to this blackout period. Hancock has notified Plan participants of the blackout period.
1. Duration of the Blackout Period for Directors and Executive Officers. The blackout period for directors and executive officers will begin at 3:00 p.m. Central time on November 24, 2017, and will continue through your previously-scheduled blackout period, which will end January 23, 2018. Participants in the Plan are expected to come out of blackout on December 22, 2017, but your blackout will continue according to our regular schedule. We have the right to extend the Plan participants’ blackout period if we need additional time to complete the transfer of services for the Plan although we do not anticipate that will be necessary. We will notify you and the participants if that occurs.
2. Prohibited Transactions. During the blackout period, you are generally prohibited from, directly or indirectly, purchasing, selling or otherwise acquiring or transferring any “equity security” of Hancock. Prohibited transactions include, but are not limited to, open market purchases and sales of equity and derivative securities, including stock option exercises and sales of restricted stock. The trading restrictions also apply to members of your immediate family who share your household and any entities that you may be deemed to, directly or indirectly, share beneficial ownership with (such as a trust, family partnership or similar entity).
Certain transactions are exempt from the blackout period trading prohibition. For example, purchases and sales under 10b5-1(c) trading plans are permitted (so long as you do not make or modify your election during the blackout period or when you are aware of the dates of the blackout period). Also, the blackout period trading prohibition does not apply to any acquisition or disposition of equity or derivative securities involving bona fide gifts or transfers by will or the laws of descent and distribution. If you have any questions about whether a particular transaction may be exempt, please call Tricia Loupe at the number listed below.
3. Securities Covered by the Blackout Period. The blackout period trading prohibition covers equity and derivative securities you acquired or may acquire “in connection with service as a director or employment as an executive officer.” This includes, among other things, securities you acquired under a compensatory plan or contract (such as under a stock option or a restricted stock award) as a director or executive officer, securities acquired while serving as a director or executive officer to satisfy Hancock’s minimum ownership requirements for directors or executive officers, or securities you acquired as a direct or indirect inducement to service as a director or to employment as an executive officer.
Equity and derivative securities acquired outside of your service as a director or executive officer are not covered. If you hold both covered securities and non-covered securities, however, any sale or other transfer of securities by you during the blackout period will be treated as a transaction involving covered securities, unless you can identify the source of the sold securities and demonstrate that you use the same identification for all related purposes (such as tax reporting and disclosure requirements). Given the applicable rules and the short time period involved, we recommend that you avoid any change in your beneficial ownership of Hancock equity and derivative securities during the blackout period.
4. Penalties. If you (or any related person covered by the blackout period) engage in a transaction that violates these rules, the profits from the transaction will be recoverable in a lawsuit by Hancock or one of its shareholders. You may also be subject to civil and criminal penalties.
THE RULES SUMMARIZED ABOVE ARE COMPLEX, AND THE CRIMINAL AND CIVIL PENALTIES THAT COULD BE IMPOSED UPON DIRECTORS AND EXECUTIVE OFFICERS WHO VIOLATE THEM COULD BE SEVERE. TO AVOID ANY INADVERTENT VIOLATIONS OF THE BLACKOUT PERIOD RESTRICTIONS, YOU ARE REQUIRED TO PRE-CLEAR WITH HANCOCK ANY TRANSACTIONS IN HANCOCK SECURITIES DURING THE BLACKOUT PERIOD. TO OBTAIN PRE-CLEARANCE OR FOR ADDITIONAL INFORMATION ABOUT THE BLACKOUT PERIOD RESTRICTIONS, PLEASE CONTACT:
Hancock Holding Company
Attn.: Tricia Loupe
One Hancock Plaza
2510 14th Street
Gulfport, Mississippi 39501
(504) 586-3567