On February 27, 2020, the Board of Directors of SmartFinancial, acting to the authority granted to it by SmartFinancial’s Bylaws, increased the size of the Board of Directors from twelve to thirteen directors, effective as of the closing of the Merger. Also on February 27, 2020, the Board of Directors appointed Ottis Phillips as a director of SmartFinancial, effective as of the closing of the Merger. Mr. Phillips is an independent director who will serve with a term expiring at SmartFinancial’s 2020 annual meeting of shareholders.

Ottis Phillips, age 68, is the former Chairman of the Board, President, and CEO of Progressive and Progressive Savings Bank. He served on the boards of directors of Progressive and Progressive Savings Bank from 2016 until the Merger, and served as the President and CEO of Progressive and Progressive Savings Bank from 2018 until the Merger. For 20 years, Mr. Phillips was the sole owner and President of SEC Enterprises, Inc., a beverage distribution company, located in Cookeville, Tennessee, which merged in 2013 with RMG, Inc. b/d/a Mid-South Distributing located in Tullahoma, Tennessee, where Mr. Phillips continued as President. In 2016, he sold this company and formed and serves as the managing partner of Phillips Properties Partnership in Cookeville, Tennessee, purchasing several residential rental properties. He has been a volunteer on numerous boards including the Cookeville-Putnam County Chamber of Commerce, the Blue Cross Bowl Steering Committee, the Tennessee Malt Beverage Association, the Tennessee Tech Athletic Hall of Fame selection committee, and the Tennessee Tech University Foundation Board of Directors. Born and raised in the Upper Cumberland, Tennessee, Mr. Phillips graduated from Tennessee Technological University in Cookeville, Tennessee, with a bachelor’s degree in Mechanical Engineering and a master’s degree in Business Administration.

Mr. Phillips will receive the same per-meeting monthly fee as the other directors of SmartFinancial, which is currently $2,000 per meeting.

There are no transactions between Mr. Phillips (or any member of his immediate family) and SmartFinancial (or any of its subsidiaries), and, other than the Merger Agreement, there is no arrangement or understanding between Mr. Phillips and any other persons or entities to which Mr. Phillips was appointed as a director of SmartFinancial.

Item 8.01

Other Events.

On March 2, 2020, SmartFinancial issued a press release announcing the consummation of the Merger. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits

Number		Description of Exhibit
2.1		Agreement and Plan of Merger, dated October 29, 2019, by and between SmartFinancial, Inc. and Progressive Financial Group Inc. (incorporated by reference to Exhibit 2.1 to SmartFinancial’s current report on Form 8-K filed on October 30, 2019).
99.2		Press Release dated March 2, 2020*

*Filed herewith

SMARTFINANCIAL INC. Exhibit
EX-99.1 2 progressive-3x2x20.htm EX-99.1 DocumentFOR IMMEDIATE RELEASESmartFinancial,…
To view the full exhibit click here

About SMARTFINANCIAL, INC. (NASDAQ:SMBK)

SmartFinancial, Inc., formerly Cornerstone Bancshares, Inc., is a bank holding company. The Company operates through its SmartBank subsidiary (The Bank). The principal business of the Bank consists of attracting deposits from the public and investing those funds, together with funds generated from operations and from principal and interest payments on loans. It offers commercial real estate-mortgage, consumer real estate-mortgage, construction and land development, commercial and industrial, and consumer and other loans. The Bank’s investment portfolio consists of Federal agency bonds, mortgage-backed securities, and state and municipal securities. The Bank provides a range of deposit services to businesses and individuals, including non-interest bearing checking accounts, interest bearing checking accounts, savings accounts, money market accounts, individual retirement accounts (IRAs) and certificates of deposit (CDs). SmartBank operates in approximately seven banking offices.