UNITED COMMUNITY BANKS, INC. (NASDAQ:UCBI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02
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Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Effective April 17, 2017, the Board of Directors of United
Community Banks, Inc. (the Company) appointed Jefferson L.
Harralson to serve as Executive Vice President and Chief
Financial Officer of the Company and its wholly-owned bank
subsidiary, United Community Bank (the Bank).
Mr. Harralson joins the Company after serving as a managing
director of Keefe, Bruyette Woods, Inc. (KBW), an investment bank
specializing in the financial services sector. Mr. Harralson
joined KBW as a vice president in 2002 and was charged with
rebuilding the firms Southeastern Bank Research effort after
September 11, 2001. He has led KBWs Small and Midsized Bank
Research team and most recently was associate director of
research for the entire firm. Mr. Harralson earned his bachelors
degree in business administration from Washington Lee University
and his masters degree in finance from Georgia State University.
He currently serves on the advisory board of Georgia State
Universitys J. Mack Robinson College of Business.
In consideration of Mr. Harralsons agreement to serve in such
capacities, and to compensate for consideration he would have
otherwise received had he stayed with KBW, Mr. Harralson received
a $315,000 signing bonus and was granted 14,000 restricted stock
units by the Company that will vest over three years. Mr.
Harralson will receive an annual base salary of $400,000 and will
be eligible to participate in Companys long-term incentive
compensation plan, and all of its employee benefit plans,
policies, and arrangements that are applicable to other senior
executive officers of the Company. The Company will also enter
into a change in control agreement upon terms substantially
similar to those with other senior executives of the Company. Mr.
Harralson will not be entering into an employment agreement with
the Company. Further information about the Companys executive
compensation, incentive plans, benefits, and change in control
agreements is included in the Companys most recent proxy
statement filed on March 24, 2017.
The Company previously disclosed on a Current Report on Form 8-K
filed with the Securities and Exchange Commission on December 20,
2016 that Rex S. Schuette, the Companys former Executive Vice
President and Chief Financial Officer, intended to retire from
the Company in 2017 following the selection of his successor.
Effective April 17, 2017, upon Mr. Harralsons appointment, Mr.
Schuette resigned from his position as Executive Vice President
and Chief Financial Officer of both the Company and the Bank.
In connection with Mr. Schuettes retirement, the Company and Mr.
Schuette entered into a consulting arrangement to which he will
remain available to provide advisory services to the Company for
one year. In addition, all outstanding restricted stock unit
awards previously granted to Mr. Schuette under the Companys
employee stock option plan will remain outstanding,
notwithstanding Mr. Schuettes retirement, and will become payable
according to the terms of the original awards.
| Item 7.01 | Regulation FD Disclosure. |
On April 17, 2017, the Company issued a press release announcing
the appointment of Mr. Harralson as Executive Vice President and
Chief Financial Officer of the Company and the Bank, as well as
Mr. Schuettes resignation from such positions. A copy of the
press release is attached hereto as Exhibit 99.1. The information
provided in Exhibit 99.1 shall not be deemed filed for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended
(the Exchange Act) or otherwise subject to the liabilities of
that section, nor shall it be deemed incorporated by reference in
any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as shall be expressly set forth by specific
reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits. | |
| (d) Exhibits | Exhibits | |
| Exhibit No. | Description | |
| 99.1 | Press Release, dated April 17, 2017 |
About UNITED COMMUNITY BANKS, INC. (NASDAQ:UCBI)
United Community Banks, Inc. is a bank holding company. The Company’s principal business is conducted by its subsidiary, United Community Bank (the Bank). The Bank is a chartered commercial bank that serves markets throughout north Georgia, coastal Georgia, the Atlanta-Sandy Springs-Roswell, Georgia and Gainesville, Georgia metropolitan statistical areas, western North Carolina, upstate South Carolina and east Tennessee. The Bank provides a full range of banking services. The Bank, through its full-service retail mortgage lending division, United Community Mortgage Services (UCMS), is approved as a seller/servicer for the Federal National Mortgage Association (Fannie Mae) and the Federal Home Loan Mortgage Corporation (Freddie Mac), and provides fixed and adjustable-rate home mortgages. The Bank owns an insurance agency, United Community Insurance Services, Inc. (UCIS), known as United Community Advisory Services, which is a subsidiary of the Bank. UNITED COMMUNITY BANKS, INC. (NASDAQ:UCBI) Recent Trading Information
UNITED COMMUNITY BANKS, INC. (NASDAQ:UCBI) closed its last trading session up +0.52 at 27.22 with 406,071 shares trading hands.
