8-K
Axos Financial, Inc. (AX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 22, 2022
Axos Financial, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-37709 | 33-0867444 |
|---|---|---|
| (State or other jurisdiction of<br>incorporation) | (Commission File Number) | (IRS Employer Identification<br>Number) |
9205 West Russell Road, Ste 400
Las Vegas, NV 89148
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (858) 649-2218
| Securities registered pursuant to Section 12(b) of the Act: | ||
|---|---|---|
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common stock, $0.01 par value | AX | New York Stock Exchange |
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
☐ Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 22, 2022, on the recommendation of the Nominating/Corporate Governance Committee of Axos Financial, Inc. ("the Company"), the Board of Directors of each of the Company and Axos Bank ("the Bank") appointed Mr. Roque A. Santi as a new director, effective as of August 22, 2022, of each of the Company and the Bank. Mr. Santi will serve as a Class III Director of the Company with an initial term expiring at the Company’s 2022 Annual Meeting of Stockholders.
Although Mr. Santi has not yet been appointed to serve on any Board committees, the Board of Directors expects to do so as part of their regular committee assessment and appointment process. The Board of Directors determined that Mr. Santi is an independent director under applicable standards of the Securities and Exchange Commission and the New York Stock Exchange.
In connection with his election to the Board of Directors of the Company, Mr. Santi will participate in the Company’s standard outside director compensation program, including an award to him of 6,000 restricted stock units, to vest over one year under the Company’s Amended and Restated 2014 Stock Incentive Plan, and an annual cash payment of $40,000. Mr. Santi is expected to enter into the Company’s standard indemnification agreement, which has been previously entered into with each of the Company’s directors and executive officers, the form of which has been previously filed with the Securities and Exchange Commission.
On August 24, 2022, the Company issued a press release announcing the election of Mr. Santi to the Board of Directors. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit | Description |
|---|---|
| 99.1 | Press Release |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Axos Financial, Inc. | |||
|---|---|---|---|
| Date: | August 24, 2022 | By: | /s/ Derrick K. Walsh |
| Derrick K. Walsh | |||
| EVP and Chief Financial Officer |
Document
Axos Announces the Election of Roque Santi as an Independent Member of the Board of Directors
LAS VEGAS, NV – (BUSINESSWIRE) – August 24, 2022 – Axos Financial, Inc. (NYSE: AX) (“Axos” or the “Company”), parent of Axos Bank (the “Bank”), announced the election of Roque A. Santi as an independent director of the Board of Directors of the Company and the Bank, effective August 22, 2022. Mr. Santi has extensive accounting, strategic planning, mergers and acquisitions, and public board experience.
“We are delighted to have Roque join our Board,” said Paul Grinberg, Chairman of the Board of Directors. “Roque’s diverse experience as a corporate executive will be highly beneficial in helping us plan for the exciting future for Axos.”
Mr. Santi currently serves as Enterprise CFO with Roosevelt Management Company, LLC. Prior to joining Roosevelt Management, he served as President, CEO, CFO and board member for Elderlife Financial Services, LLC. He was President and CFO with ECC Capital Corporation and served on the board of Federal National Holdings, Inc. Prior to becoming a corporate executive, Mr. Santi was a Partner with Ernst & Young LLP and Arthur Andersen LLP. Mr. Santi has a bachelor's degree in Accounting from Pace University in New York, New York, and has been a Certified Public Accountant since 1988 – Certified in Maryland and Virginia (status - inactive).
About Axos Financial, Inc. and Subsidiaries
Axos Financial, Inc. is the holding company for Axos Bank, Axos Clearing LLC and Axos Invest, Inc. Axos Bank is a nationwide bank, with approximately $17.5 billion in assets. Axos Financial, Inc., through Axos Bank, provides consumer and business banking products through its low-cost distribution channels and affinity partners. Axos Clearing LLC (including its business division AAS), with approximately $32 billion of assets under custody and/or administration, and Axos Invest, Inc., provide comprehensive securities clearing services to introducing broker-dealers and registered investment advisor correspondents, and digital investment advisory services to retail investors, respectively. Axos Financial, Inc.’s common stock is listed on the NYSE under the symbol “AX” and is a component of the Russell 2000® Index, the S&P SmallCap 600® Index, the KBW Nasdaq Financial Technology Index, and the Travillian Tech-Forward Bank Index. For more information on Axos Financial, Inc., please visit investors.axosfinancial.com.
Forward Looking Statements
This press release contains forward-looking statements that involve risks and uncertainties, including without limitation statements relating to Axos’ financial prospects and other projections of its performance. These and other risks and uncertainties detailed in Axos’ periodic reports filed with the Securities and Exchange Commission could cause actual results to differ materially from those expressed or implied in any forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. All forward-looking statements are qualified in their entirety by this cautionary statement, and Axos undertakes no obligation to revise or update any forward-looking statements to reflect events or circumstances after the date of this press release.
Contact:
Johnny Lai, CFA
SVP, Corporate Development and Investor Relations
Axos Financial, Inc.
Phone: 1-858-649-2218
Email: jlai@axosfinancial.com