FB Financial Corporation (NYSE:FBK) 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 Certain Officers; |
On March 31, 2017, the Board of Directors (the Board) of FB
Financial Corporation (the Company) increased the size of the
Board from seven directors to ten directors and elected J.
Jonathan Ayers, James L. Exum and Emily J. Reynolds, three
individuals currently serving on the board of directors of the
Companys wholly-owned banking subsidiary, to fill the resulting
vacancies, effective April 1, 2017.
Each of the new directors will receive the non-employee director
compensation approved by the Compensation Committee and the Board
from time to time. The Board has affirmatively determined that
each of Mr. Exum and Ms. Reynolds qualify as an independent
director as defined by the listing standards of the New York
Stock Exchange and the Companys corporate governance guidelines.
At this time, the new directors have not been appointed to any
committee of the Board. Mr. Jonathan Ayers and Ms. Reynolds were
designated by Mr. James W. Ayers, our executive chairman and
controlling shareholder, to that certain Shareholders Agreement,
dated September 15, 2016, by and between the Company and Mr.
James W. Ayers. Mr. Jonathan Ayers is the son of Mr. James W.
Ayers.
The Company is a party to an aircraft time sharing agreement with
Hawker Aviation Services (Hawker), a company owned by Mr. James
W. Ayers and Mr. J. Jonathan Ayers, to which the Company has the
right to use, from time to time, an aircraft leased and operated
by Hawker. Hawker bills the Company for its usage of the aircraft
based on hours of use and certain operating costs. During the
year ended December 31, 2016, the Company paid Hawker $313,000
under the aviation timesharing agreement for the use of the
aircraft. In addition, the Company leases office space from
entities owned by Mr. James W. Ayers and Mr. J. Jonathan Ayers.
The aggregate amount paid by the Company under these leases was
$522,000 for the year ended December 31, 2016.
Ruth Johnson also notified the Board of the Company that she
intends to retire as a member of the Boards of Directors of the
Company and FirstBank, effective on the date of the 2017 Annual
Meeting. Upon Ms. Johnsons retirement, the size of the Company
Board will decrease from ten to nine. Ms. Johnson has served on
the Board since 2013 and our bank board since 2004, and the
Company is grateful for Ms. Johnsons leadership and commitment to
the success of the Company during her tenure as a director of the
Company and FirstBank.
The Companys press release announcing the election of Mr. Ayers,
Mr. Exum and Ms. Reynolds is filed herewith as Exhibit 99.1 and
is incorporated by reference herein.
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ITEM 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits.
99.1 Press Release issued by FB Financial Corporation, dated
April 6, 2017.
About FB Financial Corporation (NYSE:FBK)
FB Financial Corporation is the holding company for FirstBank (the Bank). The Company and the Bank are engaged in the business of banking and provide a full range of financial services. The Bank provides a suite of commercial and consumer banking services to clients in select markets in Tennessee, North Alabama and North Georgia. The Company operates approximately 40 full-service bank branches serving the Tennessee metropolitan markets of Nashville, Chattanooga, Knoxville, Memphis, Jackson and Huntsville (AL), in addition to over 10 community markets. The Company’s segments include Banking and Mortgage. The Banking segment provides a range of deposit and lending products and services to corporate, commercial and consumer customers. The Company offers full-service conforming residential mortgage products, including conforming residential loans and services through the Mortgage segment utilizing mortgage offices outside of the geographic footprint of the Banking operations. FB Financial Corporation (NYSE:FBK) Recent Trading Information
FB Financial Corporation (NYSE:FBK) closed its last trading session up +0.23 at 33.45 with 90,536 shares trading hands.