NATIONAL COMMERCE CORPORATION (NASDAQ:NCOM) Files An 8-K Entry into a Material Definitive Agreement


NATIONAL COMMERCE CORPORATION (NASDAQ:NCOM) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01.

Entry into a Material Definitive

The information set forth in Item 5.02 of this Current Report on
Form 8-K under the heading Indemnification Agreement is
incorporated in this Item 1.01 by reference.


Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.

Election of Mark L. Drew to the Board of

On December 6, 2016, the Board of Directors (the Board) of
National Commerce Corporation (the Company), in accordance with
the Companys Bylaws and upon the recommendation of the Boards
Nominating and Corporate Governance Committee, unanimously voted
to increase the size of the Board from fourteen (14) to fifteen
(15) directors and to elect Mark L. Drew to fill the vacancy
created by the increase in the size of the Board, effective as of
January 1, 2017.Although there are currently thirteen (13)
members of the Board, the Board has previously approved a
contingent increase in the size of the Board from thirteen (13)
to fourteen (14) directors upon the effectiveness of the Companys
currently pending merger with Private Bancshares, Inc. The Board
also appointed Mr. Drew to serve on the Audit Committee of the
Board.Mr. Drew will also serve on the Board of Directors of
National Bank of Commerce, the Companys wholly-owned banking
subsidiary (the Bank).

There are no arrangements or understandings between Mr. Drew and
any other person to which he was appointed to the positions with
the Company and the Bank described above.Additionally, there are
no related person transactions involving Mr. Drew and the Company
that would require disclosure under Item 404(a) of Regulation S-K
promulgated by the Securities and Exchange Commission (the SEC).

The Board has affirmatively determined that Mr. Drew is
independent under Nasdaq listing standards and is otherwise
qualified to serve on the Board and the Audit Committee. Mr. Drew
will receive the compensation described in the section titled
Executive Officer and Director Compensation Director Compensation
included in the Companys Proxy Statement on Schedule 14A filed
with the SEC on April 22, 2016, as the same may be adjusted by
the Board from time to time.

Indemnification Agreement

In connection with his election as a director of the Company, Mr.
Drew entered into an indemnification agreement with the Company
(an Indemnification Agreement), to be effective as of and subject
to the commencement of Mr. Drews service as a director. The form
of the Indemnification Agreement has been approved previously by
the Board and entered into by each of the Companys current
directors and executive officers. The Indemnification Agreement
requires the Company to indemnify Mr. Drew to the fullest extent
permitted by Delaware law and is in addition to protections
provided in the Companys Certificate of Incorporation and Bylaws.
Under the Indemnification Agreement, Mr. Drew will be indemnified
for certain liabilities and will be advanced certain expenses
that have been incurred as a result of actions brought, or
threatened to be brought, against him in connection with his
duties. The Indemnification Agreement also contains various
covenants by the Company as to the maintenance of directors and
officers liability insurance.

This description of the Indemnification Agreement does not
purport to be complete and is qualified in its entirety by
reference to the form of Indemnification Agreement, which is
incorporated herein by reference to Exhibit10.1 to this Current
Report on Form 8-K.

Item 8.01.

Other Events.

On December 6, 2016, the Company issued a press release
announcing the election of Mr. Drew to the Boards of Directors of
the Company and the Bank, which press release contains additional
biographical information about Mr. Drew.A copy of the press
release is attached hereto as Exhibit 99.1.

Forward-Looking Statements

This Current Report on Form 8-K, including the information in the
attached press release, contains forward-looking statements
within the meaning of the Private Securities Litigation Reform
Act of 1995 (the Act). All statements contained herein that are
not statements of historical fact constitute forward-looking
statements for which the Company claims the protection of the
safe harbor provisions contained in the Act, notwithstanding that
such statements are not specifically identified as such. In
addition, certain statements may be contained in the Companys
future filings with the SEC, in press releases and in oral and
written statements made by the Company or with the Companys
approval that are not statements of historical fact and that
constitute forward-looking statements within the meaning of the
Act. Words such as believes, anticipates, expects, intends,
targeted, continue, remain, will, should, may and other similar
expressions are intended to identify forward-looking statements
but are not the exclusive means of identifying such statements.
Forward-looking statements are subject to various risks and
uncertainties, including those risks and uncertainties described
under the heading Risk Factors in the Companys Annual Report on
Form 10-K for the year ended December 31, 2015 and described in
any subsequent reports that NCC has filed with the SEC.
Accordingly, there are or will be important factors that could
cause actual outcomes or results to differ materially from those
indicated in these statements, and these statements should not be
relied upon as predictions of future events. NCC undertakes no
obligation to update any forward-looking statements or to make
any other forward-looking statements, whether as a result of new
information, future events or otherwise. In that respect, NCC
cautions readers not to place undue reliance on any such
forward-looking statements, which speak only as of the date made.

Item 9.01.

Financial Statements and Exhibits.


Exhibit No.

Description of Exhibit


Form of Indemnification Agreement (incorporated by
reference to Exhibit 10.2 to the Companys Current Report on
Form 8-K (File No. 000-55336), filed on January 26, 2015).


Press Release dated December 6, 2016.


National Commerce Corporation (NCC) is a financial holding company. The Company is engaged in the business of banking through its banking subsidiary, National Bank of Commerce (the Bank). The Company, through the Bank, provides a range of financial services to businesses, business owners and professionals. The Bank’s loan portfolio includes construction, land development and other land loans; loans secured by farmland; loans secured by one- to four-family residential properties; loans secured by multifamily residential properties; loans secured by nonfarm nonresidential properties; loans secured by real estate; commercial and industrial loans; consumer loans, and other loans. The Bank’s investment securities available-for-sale include the United States treasury securities, securities issued by states and political subdivisions, residential mortgage pass-through securities and investment in mutual funds and other equity securities. The Bank’s primary sources of funds are deposits.


NATIONAL COMMERCE CORPORATION (NASDAQ:NCOM) closed its last trading session up +1.05 at 34.50 with 32,303 shares trading hands.