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): April 19, 2018

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:

x 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 7.01 Regulation FD Disclosure

On April 19, 2018, the Registrant announced its 2020 Strategic Goals to provide financial and operating targets for performance to be achieved by the end of 2020. Copies of the related press release and selected supplemental materials are attached as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit 99.1 - Press Release announcing 2020 Strategic Goals, dated April 19, 2018, issued by the Registrant.

Exhibit 99.2 - Supplemental Materials relating to 2020 Strategic Goals, dated April 19, 2018.

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: April 20, 2018	By:	/s/ Daryl G. Byrd
	Daryl G. Byrd
	President and Chief Executive Officer

EXHIBIT INDEX

Exhibit Number
99.1	Press Release announcing 2020 Strategic Goals, dated April 19, 2018, issued by the Registrant.
99.2	Supplemental Materials relating to 2020 Strategic Goals, dated April 19, 2018.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

April 19, 2018

Contact:

Daryl G. Byrd, President and CEO (337) 521-4003

Jefferson G. Parker, Vice Chairman, Director of Capital Markets and Investor Relations (504) 310-7314

IBERIABANK Corporation Announces 2020 Strategic Goals

LAFAYETTE, LOUISIANA -- IBERIABANK Corporation (NASDAQ: IBKC) (“IBKC”), holding company of the 131-year-old IBERIABANK (www.iberiabank.com), announced today its 2020 Strategic Goals. The 2020 Strategic Goals provide financial and operating targets for Company performance to be achieved by the end of 2020.

Daryl G. Byrd, President and Chief Executive Officer, commented, "We are pleased to announce our 2020 Strategic Goals to both shareholders and the investment community. Over the past few years, our Company has undergone significant change, increasing our Southeastern presence through strong organic growth and opportunistic, accretive acquisitions. Our Company has grown from $15.8 billion in 2014 to $29.5 billion in total assets and now includes over 300 offices in 12 states. IBERIABANK operates a unique, market-centric business model in some of the most dynamic markets in the country. We continue to provide best-in-class service and an exceptional value proposition to our clients while providing an attractive career path for our associates. I believe our 2020 Strategic Goals not only reflect the strength of our business today, but also confidence in our ability to capitalize on the opportunities we see in our markets. Our overarching theme of Sustainable, Profitable Growth reflects our view that a balanced approach to growth, efficiency, and risk management will produce outstanding operating results.”

2020 Goal
Core EPS Growth	> 10%
Core Return on Average Assets	> 1.30%
Core Return on Average Tangible Common Equity	> 15%
Core Tangible Efficiency Ratio	< 55%

Byrd continued, “As a management team, our job is to deliver outstanding returns for our shareholders. Regardless of changes in market rates and competitive forces, our 2020 Strategic Goals provide a working objective that all IBERIABANK associates strive for and our investors should expect. The measurement of our team’s success is tied to the overall performance of the Company, and specifically to achieving these metrics.”

IBERIABANK Corporation

IBERIABANK Corporation is a regional financial holding company with offices in Louisiana, Arkansas, Tennessee, Alabama, Texas, Florida, Georgia, New York, North Carolina, and South Carolina, offering commercial, private banking, consumer, small business, wealth and trust management, retail brokerage, mortgage, and title insurance services.

The Company’s common stock trades on the NASDAQ Global Select Market under the symbol “IBKC”. The Company's Series B Preferred Stock and Series C Preferred Stock also trade on the NASDAQ Global Select Market under the symbols "IBKCP" and "IBKCO", respectively. The Company’s common stock market capitalization was approximately $4.5 billion, based on the NASDAQ Global Select Market closing stock price on April 19, 2018.

The following 10 investment firms currently provide equity research coverage on the Company:

• Bank of America Merrill Lynch

• FIG Partners, LLC

• Hovde Group, LLC

• Jefferies & Co., Inc.

• Keefe, Bruyette & Woods, Inc.

• Piper Jaffray & Co.

• Raymond James & Associates, Inc.

• Sandler O’Neill + Partners, L.P.

• Stephens, Inc.

• SunTrust Robinson-Humphrey

Conference Call

In association with this announcement, the Company will host a live conference call to discuss both the financial results for the quarter just completed and the announcement of the 2020 Strategic Goals. The telephone conference call will be held on Friday, April 20, 2018, beginning at 8:30 a.m. Central Time by dialing 1-888-317-6003. The confirmation code for the call is 9690151. A replay of the call will be available until midnight Central Time on April 27, 2018, by dialing 1-877-344-7529. The confirmation code for the replay is 10118181. The Company has prepared a PowerPoint presentation that supplements information contained in this press release. The PowerPoint presentation may be accessed on the Company’s web site, www.iberiabank.com, under “Investor Relations” and then "Financial Information" and “Presentations.”

Caution About Forward-Looking Statements

This press release contains "forward-looking statements," which may include forecasts of our financial results and condition, expectations for our operations and businesses, and our assumptions for those forecasts and expectations. Do not place undue reliance on forward-looking statements. Due to various factors, actual results may differ materially from our forward-looking statements. Factors that could cause our actual results to differ materially from our forward-looking statements are described under "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Risk Factors" and "Regulation and Supervision" in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2017, and in other documents subsequently filed by the Company with the Securities and Exchange Commission, available at the SEC's website, http://www.sec.gov, and the Company's website, http://www.iberiabank.com. To the extent that statements in this press release relate to future plans, objectives, financial results or performance by the Company, these statements are deemed to be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are generally identified by use of words such as "may," "believe," "expect," "anticipate," "intend," "will," "should," "plan," "estimate," "predict," "continue" and "potential" or the negative of these terms or other comparable terminology.

Forward-looking statements represent management's beliefs, based upon information available at the time the statements are made, with regard to the matters addressed; they are not guarantees of future performance. Forward-looking statements are subject to numerous assumptions, risks and uncertainties that change over time and could cause actual results or financial condition to differ materially from those expressed in or implied by such statements. All information is as of the date of this press release. Except to the extent required by applicable law or regulation, the Company undertakes no obligation to revise or update publicly any forward-looking statement for any reason.

EX-99.2

2020 Strategic Goals 2 0 1 8 S u s t a i n a b l e , P r o f i t a b l e G r o w t h Exhibit 99.2

Forward-Looking Statements And Non-GAAP Financial Measures 2 To the extent that statements in this PowerPoint presentation relate to future plans, objectives, financial results or performance of IBERIABANK Corporation, these statements are deemed to be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements, which are based on management’s current information, estimates and assumptions and the current economic environment, are generally identified by the use of the words “plan”, “believe”, “expect”, “intend”, “anticipate”, “estimate”, “project” or similar expressions. The Company’s actual strategies, results and financial condition in future periods may differ materially from those currently expected due to various risks and uncertainties. Forward-looking statements are subject to numerous assumptions, risks and uncertainties that change over time and could cause actual results or financial condition to differ materially from those expressed in or implied by such statements. Consequently, no forward-looking statement can be guaranteed. Except to the extent required by applicable law or regulation, the Company undertakes no obligation to revise or update publicly any forward-looking statement for any reason. This PowerPoint presentation contains financial information determined by methods other than in accordance with GAAP. The Company’s management uses these non-GAAP financial measures in their analysis of the Company’s performance. These measures typically adjust GAAP performance measures to exclude the effects of the amortization of intangibles and include the tax benefit associated with revenue items that are tax-exempt, as well as adjust income available to common shareholders for certain significant activities or transactions that in management’s opinion can distort period-to-period comparisons of the Company’s performance. Since the presentation of these GAAP performance measures and their impact differ between companies, management believes presentations of these non-GAAP financial measures provide useful supplemental information that is essential to a proper understanding of the operating results of the Company’s core businesses. These non-GAAP disclosures should not be viewed as a substitute for operating results determined in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other companies. Reconciliations of GAAP to non-GAAP disclosures are included as tables in the Company’s press release dated April 19, 2018 and Annual Report on Form 10-K for the fiscal year ended December 31, 2017. Refer to the supplemental tables in the press release and Annual Report for these reconciliations.

Driving long-term value creation for our clients, associates, communities and shareholders C O R P O R AT E P R O F I L E 3 New York • $4.5 billion market cap as of April 19, 2018 • $78.40 share price • 1.94% dividend yield • $29.5 billion in total assets as of March 31, 2018 • $21.7 billion in loans • $23.0 billion in deposits • Operating continuously for over 131 years • 320 offices serving 33 MSAs across 12 states

4 IBERIABANK’s Mission Statement • Provide exceptional value-based client services • Great place to work • Growth that is consistent with high performance • Shareholder-focused • Strong sense of community IBERIABANK’s Strategy • Relationship-driven commercial and private banking business • Market-centric, people-driven approach in attractive Southeastern markets • Building long-term A-list client relationships through service and care • “Branch-lite” delivery model with focus on operating efficiency • Diversification across asset classes, business lines and geographies C O R P O R AT E P R O F I L E Driving long-term value creation for our clients, associates, communities and shareholders

M A R K E T C O N T E X T & P O S I T I O N I N G 5 Economic Backdrop Positioned for Sustainable, Profitable Growth Banking Environment • GDP growth / health • Interest rates • Employment / inflation • Tax and trade • Client preferences / expectations • Competitive landscape • Technology evolution • Regulatory framework IBERIABANK Positioning • Operate in great markets • Proven, client-focused business model • Branch-lite, digitally enhanced delivery • Double-digit client growth • Asset sensitive balance sheet • Further operating leverage • Strong risk management • Nimble and constantly evolving

2 0 2 0 S T R AT E G I C G O A L S : K E Y D R I V E R S 6 Revenue drivers Cost drivers • Continued expansion in attractive markets • Focus on cross-sales and deepening client relationships • Digitalization of client service and back office processes • Expense management and alignment of resources with opportunities Plan drivers Principal areas of focus Fee income (treasury management, wealth management, retooling mortgage) Diversified, sound loan growth Intensive deposit gathering Attract best talent Sustainable, Profitable Growth

>1.30% Core ROAA (%) 2 0 2 0 S T R AT E G I C G O A L S 7 >15% <55% Primary planTarget financial goals for 20201 Core ROATCE (%) Core tangible efficiency ratio (%) Sustainable, Profitable Growth >10% Core EPS growth (%) Operating leverage Non-interest income Net interest margin Client growth Credit and capital 1 Excludes impact of accounting changes The Company’s guidance is subject to risks, uncertainties, and assumptions which could, individually or in aggregate, cause actual results or financial condition to differ materially from those anticipated above. Reference is made to “Caution About Forward-Looking Statements” in this powerpoint which also applies to this guidance.

A C C E L E R AT E D C H A N G E 8 1Q18 $29.5 FY 2014 $15.8 Total Assets ($bn) Total Loans ($bn) Total Deposits ($bn) 0.81% 1.13% 1Q18FY 2014 >1.30% 2020 Goal Core ROAA (%) 1Q18 13.83% FY 2014 10.16% 2020 Goal >15.00% Core ROTCE (%) 1Q18 58.80% FY 2014 68.38% 2020 Goal <55.00% Core Tangible Efficiency Ratio (%) 1Q18 $21.7 FY 2014 $11.4 1Q18 $23.0 FY 2014 $12.5