8-K

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 17, 2017

IBERIABANK CORPORATION

(Exact name of Registrant as Specified in Charter)

Louisiana	001-37532	72-1280718
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

200 West Congress Street, Lafayette, Louisiana 70501

(Address of Principal Executive Offices)

(337) 521-4003

Registrant’s telephone number, including area code

NOT APPLICABLE

(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))

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.

On November 17, 2017, IBERIABANK Corporation (“IBKC”) received a notice from the plan administrator of the IBKC Retirement Savings Plan (“401(k) Plan”) pursuant to Section 101(i)(2)(E) of the Employee Retirement Income Security Act (“Issuer Notice”), with respect to a covered blackout period under the 401(k) Plan and the IBKC Deferred Compensation Plan (“NQDC Plan”) (collectively, the “Plans”).

On November 17, 2017, IBKC sent a notice to its board of directors and executive officers pursuant to Rule 104(b)(2) of Regulation BTR with respect to a covered blackout period under the Plans (“Director and Officer Notice”).

The blackout period is necessary to complete the transition of the recordkeeping and administrative services associated with the Plans to Prudential Financial Services, which will also become the 401(k) Plan trustee. During the blackout period, participants in the Plans will not be able to undertake certain actions, including: directing or diversifying investments in their individual accounts, including transfers into or out of the 401(k) Plan fund that holds IBKC common stock or changing deemed investments in IBKC common stock under the NQDC Plan; obtaining loans or distributions from the 401(k) Plan; or changing contribution rates. The blackout period is expected to begin on December 19, 2017, and end on or about January 15, 2018.

Questions regarding the blackout period should be directed to Robert B. Worley, Jr., Executive Vice President and General Counsel, by email at robert.worley@iberiabank.com, by phone at (504) 310-7320, or by mail at 601 Poydras Street, Suite 675, New Orleans, Louisiana 70130. The Issuer Notice and Director and Officer Notice are attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.	Document
99.1	Notice of Blackout Period from the IBERIABANK Corporation Retirement Savings Plan to IBERIABANK Corporation.
99.2	Notice of Blackout Period to members of the Board of Directors and executive officers of IBERIABANK Corporation.

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.

	IBERIABANK CORPORATION
DATE: November 21, 2017	By:	/s/ Daryl G. Byrd
		Daryl G. Byrd
		President and Chief Executive Officer

EX-99.1

EXHIBIT 99.1

November 17, 2017

Robert B. Worley, Jr., Esq.

Executive Vice President and General Counsel

IBERIABANK Corporation

601 Poydras Street, Suite 675

New Orleans, Louisiana 70130

Re: Retirement Savings Plan Blackout Period

Dear Mr. Worley:

Pursuant to the requirements of Section 101(i)(2)(E) of the Employee Retirement Income Security Act (“ERISA”) and ERISA Regulation § 2520.101-3(c), on behalf of the Plan Administrative Committee of the IBERIABANK Corporation Retirement Savings Plan (the “401(k) Plan”), I hereby notify you that the 401(k) Plan will soon be subject to a “blackout period.” The blackout period is due to changing the Plan’s recordkeeper from Principal Financial Services (“Principal”) to Prudential Financial, Inc. (“Prudential”). Prudential will also become the recordkeeper for the IBERIABANK Corporation Deferred Compensation Plan (“NQDC Plan”).

During the blackout period, participants in the 401(k) Plan will not be able to buy or sell holdings in the Plan, including common stock in IBERIABANK Corporation (“IBKC”) that they own through the 401(k) Plan, as well as mutual funds and other investments. Participants also will be unable to perform most account transactions, including obtaining a loan or taking a distribution from the 401(k) Plan. Participants in the NQDC Plan will be unable to change their deemed investments, including deemed investments in IBKC common stock.

The blackout period for both plans is expected to begin at 4:00 p.m. Eastern Time on December 19, 2017, and conclude on or about January 15, 2018. ERISA requires the Plan Administrative Committee to notify IBKC of the blackout, so that it may satisfy its obligations under the Sarbanes-Oxley Act of 2002, which can result in a trading blackout for directors and executive officers of IBKC. This letter constitutes such notice to IBKC.

Questions regarding the blackout period for the 401(k) and NQDC Plans can be directed to Greg Rizzuto, Director of Benefits & Recruiting, at 337-521-4041, or Prudential at 1-877-228-2100. Mr. Rizzuto’s address is 200 W. Congress, 6^th Floor-HR, Lafayette, LA 70501.

Please let me know if you have any questions concerning this matter.

Sincerely,

Greg Rizzuto

One behalf of the Plan Administrative Committee

EX-99.2

EXHIBIT 99.2

TO:	Executive Officers and Directors
	of IBERIABANK Corporation
FROM:	Robert B. Worley, Jr.
	EVP and General Counsel
DATE:	November 17, 2017
SUBJECT:	Notice of Imposition of Blackout Period under
	Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”) and
	SEC Regulation Blackout Trading Restriction (“BTR”)

As required by the Employee Retirement Income Security Act (“ERISA”), Sarbanes-Oxley, and associated regulations, if certain employer retirement plan investments are subject to a blackout, IBERIABANK Corporation (“IBKC”) must notify all plan participants, former participants and beneficiaries of the blackout period.

IBKC is changing the recordkeeper for the IBKC Retirement Savings Plan (“401(k) Plan”) and the IBKC Deferred Compensation Plan (“NQDC Plan”) (collectively, the “Plans”), effective on or about January 2, 2017. In connection with this change, our current and former employees who participate in the Plans will be subjected to a blackout period during which they will be temporarily unable to undertake certain actions. These include directing or diversifying investments in their Plan accounts, including transfers into or out of the 401(k) Plan fund that holds IBKC Common Stock and deemed investments in such stock under the NQDC Plan, and 401(k) Plan loans or distributions.

The period during which participants in the Plans will be unable to exercise these rights represents a “blackout period” under Sarbanes-Oxley. The blackout period for the Plans will begin at 4:00 p.m. Eastern Time on December 19, 2017 and is expected to end on or about January 15, 2018.

Furthermore, to comply with the Sarbanes-Oxley Act, BTR requires IBKC to notify its directors and executive officers that the Plans’ blackout period pertains to their employer security holdings or options. During the blackout period, with certain limited exceptions, you will not be permitted to purchase, sell or otherwise acquire or transfer, directly or indirectly, any equity securities of IBKC.

This trading prohibition during the blackout period does not apply to certain exempt transactions. For example, Sarbanes-Oxley permits you to make gifts of securities and to engage in transactions involving equity securities that were not acquired in connection with your services as a director or officer, although there is a presumption that any such transactions are prohibited unless you can identify the source of the shares and meet other requirements.

In addition, as a reminder, you also remain subject to the notice and other requirements of the IBKC Insider Trading Policy.

If you have any questions concerning this notice, the blackout period or transactions during the blackout period, you should contact Rob Worley, Executive Vice President and General Counsel, by email at robert.worley@iberiabank.com, by phone at (504) 310-7320, or by mail at 601 Poydras Street, Suite 675, New Orleans, Louisiana 70130.