8-K
ENTERPRISE FINANCIAL SERVICES CORP (EFSC)
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)
February 10, 2023
ENTERPRISE FINANCIAL SERVICES CORP
(Exact name of registrant as specified in its charter)
| Delaware | 001-15373 | 43-1706259 | |||
|---|---|---|---|---|---|
| (State or Other Jurisdiction <br>of Incorporation) | (Commission <br>File Number) | (IRS Employer <br>Identification No.) | 150 N. Meramec Avenue, St. Louis, Missouri<br><br>(Address of principal executive offices) | 63105<br><br>(Zip Code) | |
| --- | --- |
Registrant's telephone number, including area code
(314) 725-5500
| 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:
☐ 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))
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, par value $0.01 per share | EFSC | Nasdaq Global Select Market |
| Depositary Shares, Each Representing a 1/40th Interest in a Share of 5.00% Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series A | EFSCP | Nasdaq Global Select Market |
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 February 10, 2023, following a meeting of the Board of Directors (“Board”) of Enterprise Financial Services Corp (the “Company’), the Company announced that John Eulich, Chairperson of the Board, would retire when his current term expires at the 2023 Annual Shareholders Meeting (the “Annual Meeting”), and has therefore elected not to stand for re-election. Following the Annual Meeting, Mr. Eulich will cease being a member of the Board and the Board of Directors of the Company’s subsidiary, Enterprise Bank & Trust, as well as the committees on which he serves. Mr. Eulich’s decision to retire is pursuant to the Company’s retirement policy and is not the result of any disagreement with management or the Board.
Item 8.01 Other Events
By a meeting held on February 10, 2023, the Board approved the appointment of Michael DeCola, Vice Chairperson of the Board, to serve as Board Chairperson following Mr. Eulich’s retirement, subject to Mr. DeCola’s re-election to the Board at the Annual Meeting.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
99.1 Press Release dated February 16, 2023.
104 The cover page of this Current Report on Form 8-K, formatted in Inline XBRL.
SIGNATURES
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 thereunto duly authorized.
| ENTERPRISE FINANCIAL SERVICES CORP | |||
|---|---|---|---|
| Date: | February 16, 2023 | By: | /s/ Troy R. Dumlao |
| Troy R. Dumlao | |||
| Senior Vice President and Chief Accounting Officer |
Document
Exhibit 99.1
Enterprise Financial Services Corp Announces Retirement of John Eulich from Board of Directors
Company Release – 2/16/2023
ST. LOUIS --(BUSINESS WIRE)—Enterprise Financial Services Corp (Nasdaq: EFSC) announced today that John Eulich is retiring from the Board of Directors (the “Board”) of Enterprise Financial Services Corp (the “Company”) and Enterprise Bank & Trust (the “Bank”) pursuant to the Company’s retirement policy. Mr. Eulich has served as Chairperson of the Board since 2016, a member of the Board since 2010 and a member of the Bank’s Board of Directors (the “Bank Board”) since 2009. Mr. Eulich will not stand for re-election at the Company’s 2023 Annual Meeting of Shareholders (the “Annual Meeting”)) and will retire immediately following the upcoming Annual Meeting. Michael DeCola, Vice-Chairperson of the Company’s Board of Directors has been designated by the Board to succeed Mr. Eulich as Chairperson of the Board following the Annual Meeting.
Mr. DeCola stated, “We would like to thank John for his many contributions to the Company during his 13 years of service as a member of the Board, including the past 7 years of service as Board Chairperson. He presided over the Company during a period of exceptional growth resulting in enhanced shareholder value. His leadership was instrumental in strengthening and positioning the Company for success going forward. We wish John the very best in his retirement.”
Jim Lally, President and CEO of the Company and Chairperson of the Bank Board added, “For more than a decade, John has played an instrumental role on our Board, and has helped guide our Company’s path to success. We have all benefited from his leadership and collaboration and he will be greatly missed.”
Mr. Eulich stated, “It has been my distinct honor to serve on this Board for the past 13 years and lead the Board during the past 7 years. I'm proud of the tremendous transformation the Company has achieved over this time, and I leave with great confidence in its future.”
About Enterprise Financial Services Corp
Enterprise Financial Services Corp (Nasdaq: EFSC), with approximately $13.1 billion in assets, is a financial holding company headquartered in Clayton, Missouri. Enterprise Bank & Trust, a Missouri state-chartered trust company with banking powers and a wholly-owned subsidiary of EFSC, operates branch offices in Arizona, California, Kansas, Missouri, Nevada, and New Mexico, and SBA loan and deposit production offices throughout the country. Enterprise Bank & Trust offers a range of business and personal banking services and wealth management services. Enterprise Trust, a division of Enterprise Bank & Trust, provides financial planning, estate planning, investment management and trust services to businesses, individuals, institutions, retirement plans and non-profit organizations. Additional information is available at www.enterprisebank.com.
Enterprise Financial Services Corp’s common stock is traded on the Nasdaq Stock Market under the symbol “EFSC.” Please visit our website at www.enterprisebank.com to see our regularly posted material information.
For more information contact:
Investor Relations: Keene Turner, Executive Vice President and CFO (314) 512-7233
Media: Steve Richardson, SVP Corporate Communications (314) 995-5695