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 26, 2022

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GLACIER BANCORP, INC.

(Exact name of registrant as specified in its charter)

____________________________________________________________

Montana	000-18911	81-0519541
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

49 Commons Loop	Kalispell,	Montana	59901
(Address of principal executive offices)			(Zip Code)

(406)	756-4200
(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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	GBCI	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS

On October 26, 2022, the Board of Directors (the “Board”) of Glacier Bancorp, Inc. (the “Company”), elected Jesus Thomas Espinoza as a director of the Company, effective as of December 1, 2022. Mr. Espinoza was also appointed to the Audit, Compensation, Compliance, Nominating/Corporate Governance, and Risk Oversight Committees of the Board. In addition, Mr. Espinoza was elected to the Board of Directors of Glacier Bank, the Company’s wholly owned banking subsidiary.

Mr. Espinoza, who commonly goes by “Tommy,” is a prominent architect of Latino community and business development policy and programs, with over 45 years of community development experience that spans the public, private and non-profit spectrum. Mr. Espinoza is the President and CEO of Espinoza Community Development LLC, a corporation dedicated to private community development, and is the co-founder and former President and CEO of Raza Development Fund, the largest Latino Community Financial Institution in the United States. He also currently serves as a director for The Foothills Bank, division of Glacier Bank. Mr. Espinoza will bring extensive experience in executive-level leadership, corporate management, consultation, asset management and community, business and real estate development to the Board.

The Board affirmatively determined that Mr. Espinoza qualifies as an “independent director” in accordance with New York Stock Exchange listing standards. Additionally, Mr. Espinoza does not have an interest in any transactions requiring disclosure under Item 404(a) of Regulation S-K. There are no family relationships between Mr. Espinoza and any of the Company's directors or other executive officers. Other than as described below, there are no arrangements or understandings between Mr. Espinoza and any other persons or entities pursuant to which Mr. Espinoza has been elected as a director of the Company.

Mr. Espinoza will receive compensation for his services consisting of a cash retainer and stock awards under the Company’s director compensation program applicable to non-employee members of the Board as described in the Company’s proxy statement for its 2022 annual meeting of shareholders.

In connection with the election of Mr. Espinoza as a director of the Company, the Board increased the number of directors comprising the Board from 9 to 10 directors, effective December 1, 2022.

ITEM 7.01. REGULATION FD DISCLOSURE

A copy of the Company’s press release announcing the election of Mr. Espinoza as a new director of the Company is furnished as Exhibit 99.1 to this report and incorporated herein by reference.

Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d)    Exhibits

See Exhibit Index below.

EXHIBIT INDEX

Exhibit Description

99.1 Press Release dated October 27, 2022

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 27, 2022	GLACIER BANCORP, INC.
		/s/ Randall M. Chesler
		By:	Randall M. Chesler
			President and Chief Executive Officer

EX-99.1

NEWS RELEASE

October 27, 2022

FOR IMMEDIATE RELEASE

CONTACT: Randall M. Chesler, CEO
(406) 751-4722
Ron J. Copher, CFO
(406) 751-7706

GLACIER BANCORP, INC. APPOINTS BOARD MEMBER

KALISPELL, MONTANA – Glacier Bancorp, Inc. (NYSE: GBCI) announces the appointment of Tommy Espinoza as a director of Glacier Bancorp and Glacier Bank, effective December 1, 2022. Mr. Espinoza was also appointed to the Audit, Compensation, Compliance, Nominating/Corporate Governance, and Risk Oversight Committees.

Mr. Espinoza is a prominent architect of Latino community and business development policy and programs, with over 45 years of community development experience that span the public, private and non-profit spectrum. Mr. Espinoza is the President and CEO of Espinoza Community Development LLC, a corporation dedicated to private community development, and is the co-founder and former President and CEO of Raza Development Fund, the largest Latino Community Financial Institution in the United States. He also currently serves as a director for The Foothills Bank, division of Glacier Bank. Mr. Espinoza will bring extensive experience in executive-level leadership, corporate management, consultation, asset management and community, business and real estate development to the respective boards of directors.

Glacier Bancorp, Inc. is the parent company for Glacier Bank and its bank divisions: Altabank (American Fork, UT), Bank of the San Juans (Durango, CO), Citizens Community Bank (Pocatello, ID), Collegiate Peaks Bank (Buena Vista, CO), First Bank of Montana (Lewistown, MT), First Bank of Wyoming (Powell, WY), First Community Bank Utah (Layton, UT), First Security Bank (Bozeman, MT), First Security Bank of Missoula (Missoula, MT), First State Bank (Wheatland, WY), Glacier Bank (Kalispell, MT), Heritage Bank of Nevada (Reno, NV), Mountain West Bank (Coeur d’Alene, ID), North Cascades Bank (Chelan, WA), The Foothills Bank (Yuma, AZ), Valley Bank of Helena (Helena, MT), and Western Security Bank (Billings, MT).

Visit Glacier’s website at http://www.glacierbancorp.com.

XML

Cover Page	Oct. 26, 2022
Cover [Abstract]
Document Type	8-K
Document Period End Date	Oct. 26, 2022
Entity Registrant Name	GLACIER BANCORP, INC.
Entity Incorporation, State or Country Code	MT
Entity File Number	000-18911
Entity Tax Identification Number	81-0519541
Entity Address, Address Line One	49 Commons Loop
Entity Address, City or Town	Kalispell,
Entity Address, State or Province	MT
Entity Address, Postal Zip Code	59901
City Area Code	(406)
Local Phone Number	756-4200
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	GBCI
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0000868671
Amendment Flag	false