Atlantic Capital Bancshares, Inc. (NASDAQ:ACBI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Atlantic Capital Bancshares, Inc. (NASDAQ:ACBI) 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. Departure of Directors or Certain Officers; Election of Directors; Appointment of

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Certain Officers; Compensatory Arrangements of Certain Officers.

On October 9, 2017, D. Michael Kramer notified Atlantic Capital Bancshares, Inc. (the “Company”) that he was resigning from his position as President and Chief Operating Officer of the Company effective December 22, 2017, and from the Board of Directors of the Company effective October 31, 2017. Mr. Kramer’s resignation was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. The Board of Directors reduced the size of the Board of Directors from 11 to 10, effective as of October 31, 2017, in order to eliminate the vacancy created by Mr. Kramer’s resignation.

Also on October 9, 2017, Douglas L. Williams, current Chief Executive Officer of the Company, was appointed to serve as President of the Company effective December 22, 2017.

Mr. Kramer is entitled to receive payment of all accrued but unpaid base salary through December 22, 2017. In addition, Mr. Kramer and the Company have agreed to certain severance benefits, subject to the execution and delivery of a definitive Separation Agreement. Such benefits include the following:

a cash payment of $407,265, which represents one (1) times his base salary;

a cash payment of $183,269, which represents one (1) times his target bonus opportunity under the Company’s Executive Officer Short Term Incentive Plan (the “STI Plan”) for 2017;

a cash payment of $150,000, which represents the pro-rata portion of his STI Plan bonus opportunity deemed earned for 2017;

a payment of $612,883 in cash or equity (in the Company’s discretion), which represents accrued awards deemed earned under the Company’s Long Term Incentive Plan;

acceleration of 14,000 shares of unvested restricted stock and 120,680 unvested options and extension of the post-termination exercise period for options; and

reimbursement of COBRA premiums for 12 months following termination, so long as he is not entitled to obtain insurance from a subsequent employer.

On October 13, 2017, the Company issued a press release announcing the resignation of Mr. Kramer and the appointment of Mr. Williams. A copy of the press release is attached to this report as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.Description

99.1

Press Release dated October 13, 2017


Atlantic Capital Bancshares, Inc. Exhibit
EX-99.1 2 pressreleasekramerresignat.htm EXHIBIT 99.1 Exhibit NEWS RELEASE       FOR IMMEDIATE RELEASE  Contact:Date: October 13,…
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About Atlantic Capital Bancshares, Inc. (NASDAQ:ACBI)

Atlantic Capital Bancshares, Inc. is the bank holding company for Atlantic Capital Bank (the Bank). The Bank operates as a full service, locally-managed commercial bank. The Bank provides an array of credit, treasury management and deposit products and services to growth businesses, middle market corporations, commercial real estate developers and investors, and private clients. Its wealth management division offers financial planning, trust administration, investment management, brokerage and estate planning services. It also provides selected capital markets, mortgage banking, and electronic banking services to its corporate, business and individual clients. Its private banking credit products include loans to individuals for personal and investment purposes, such as secured installment and term loans, and home equity lines of credit. Its specialty corporate financial services include payments industry banking, financial institutions banking and capital markets services.

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