Independent Bank Group, Inc. (NASDAQ:IBTX) Files An 8-K Regulation FD DisclosureItem 7.01
Regulation FD Disclosure
On January8, 2018, Independent Bank Group, Inc. (the “Company”) issued a press release announcing certain additions to its executive leadership team. A copy of the press release is attached as Exhibit99.1 to this Current Report on Form8-K.
Mr. James L. Tippit, age 46, has been promoted to Executive Vice President Corporate Responsibility of the Company and Independent Bank, the Company’s wholly owned subsidiary (“Independent Bank”). Mr. Tippit will oversee the Company’s and Independent Bank’s community development function. His promotion was effective on January 8, 2018.
Mr. Tippit has been with Independent Bank since 2011 as Community Reinvestment Act (CRA) Officer and then Head of Corporate Responsibility. As Executive Vice President, he will continue to oversee Human Resources, CRA, Community Development, Marketing and Communications. Prior to his tenure at Independent Bank, Mr. Tippit worked for JP Morgan Chase in the Wealth Management Division and American Express Financial Advisors.
Mr. Mark S. Haynie, age 61, has been appointed as Executive Vice President General Counsel of the Company and Independent Bank. Mr. Haynie will oversee the overall legal function for the Company and Independent Bank. He will assume this position effective March 1, 2018.
Mr. Haynie has over 35 years’ experience in representing community banks in a wide variety of corporate, regulatory and securities matters. Prior to joining the Company, Mr. Haynie served as attorney, President and shareholder at Haynie Rake Repass & Klimko, P.C. from 1996 to the present. Mr. Haynie has represented the Company since its formation in 2002, serving as lead counsel on all of the Company’s M&A and capital markets transactions. Mr. Haynie is a graduate of Texas Tech University and The University of Texas School of Law.
In connection with the promotion and appointment, the Company plans to enter into Change in Control Agreements with Mr. Tippit and Mr. Haynie. In addition, the Company also plans to amend the Employment Agreement between the Company and Mr. James C, White, the Company’s Executive Vice President and Chief Operations Officer, to remove a change in control provision in that agreement and to enter into a separate Change in Control Agreement with Mr. White.
Each of the Change in Control Agreements will provide, among other things, that if, within twelve months following the occurrence of a Change in Control of the Company (as defined in the Company’s 2013 Equity Incentive Plan (the “Plan”)), (a) the Company terminates the Executive’s employment without Cause (as defined in the applicable Change in Control Agreement) or the Executive terminates his or her employment for Good Reason (as defined in the applicable Change in Control Agreement) and (b) the Executive signs and allows to become effective a general release of all known and unknown claims, in favor of the Company and its affiliates, then (i) the Executive will be entitled to a lump sum cash payment in an amount equal to two times the sum of (x) the Executive’s current annual base salary, plus (y) the Executive’s target total annual bonus for the year of termination, (ii) all of Executive’s unvested grants of restricted stock will become vested and will no longer be subject to restriction or forfeiture, and (iii) Executive shall continue to be a participant in the Independent Bank Survivor Benefit Plan such that, upon Executive’s death and provided certain thresholds are met, the Company will pay to the Executive’s beneficiary, as a survivor benefit, a single lump sum cash payment equal to the Executive’s annual base salary in effect on the date of the termination of the Executives’ employment. Each of the Change in Control Agreements provides further that the amount of payments and benefits payable to the Executive is subject to reduction to the extent necessary to ensure that such amount does not constitute a “parachute payment” as defined in Section 280G of the Internal Revenue Code of 1986, as amended.
In accordance with the General InstructionB.2 of Form8-K, the information in Item 7.01 of this Current Report on Form8-K, including Exhibit99.1 hereto, which is furnished herewith to and relating to Item 7.01, shall not be deemed “filed” for purposes of Section18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to liability under Section18 of the Exchange Act. The information in Item 7.01 of this Current Report on Form8-K and Exhibit99.1 hereto shall not be incorporated by reference into any filing or other document filed by the Company with the Securities and Exchange Commission (the “Commission”) to the Securities Act of 1933, as amended, the rules and regulations of the Commission thereunder, the Exchange Act, or the rules and regulations of the Commission thereunder, except as shall be expressly set forth by specific reference in such filing or document.
Item 7.01Financial Statements and Exhibits.
(d)Exhibits
The following exhibit is furnished as an exhibit to this Current Report on Form8-K:
Independent Bank Group, Inc. ExhibitEX-99.1 2 a2018leadershipadditionsfi.htm EXHIBIT 99.1 Exhibit Exhibit 99.1Press ReleaseFor Immediate Release Independent Bank Group,…To view the full exhibit click here
About Independent Bank Group, Inc. (NASDAQ:IBTX)
Independent Bank Group, Inc. is a bank holding company. Through the Company’s subsidiary, Independent Bank (the Bank), it provides a range of commercial banking products and services tailored to meet the needs of businesses, professionals and individuals. Its commercial lending products include owner-occupied commercial real estate loans, interim construction loans, commercial loans to a mix of small and midsized businesses, and loans to professionals, particularly medical practices. Its retail lending products include residential first and second mortgage loans and consumer installment loans, such as loans to purchase cars, boats and other recreational vehicles. The Company operates approximately 40 banking offices in the Dallas-Fort Worth metropolitan area, the Austin/Central Texas area, and the Houston metropolitan area. The Company also provides wealth management services to its customers, including investment advisory and other related services.
