8-K
FIVE STAR BANCORP (FSBC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 eventreported): June 17, 2021
FIVE STAR BANCORP
(Exact Name of Registrant as Specified in Charter)
| California | 001-40379 | 75-3100966 |
|---|---|---|
| (State or Other Jurisdiction<br><br> <br>of Incorporation) | (Commission<br><br> <br>File Number) | (I.R.S. Employer<br><br> <br>Identification No.) |
3100 Zinfandel Drive, Suite 100, Rancho Cordova, California,
95670
(Address of Principal Executive Offices, and ZipCode)
(916) 626-5000
Registrant’s Telephone Number, Including AreaCode
Not Applicable
(Former Name or FormerAddress, 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 communication 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) |
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| ¨ | Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ¨ | Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange<br> Act (17 CFR 240.13e-4(c)) |
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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, no par value per share | FSBC | The Nasdaq Stock Market LLC |
| Indicate by check mark whether the registrant<br> is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities<br> Exchange Act of 1934 (17 CFR §240.12b-2).<br><br> <br>Emerging growth company x<br><br> <br>If an emerging growth company, indicate<br> by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial<br> accounting standards provided pursuant to Section 13(a) of the Exchange Act. o | ||
| --- | ||
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | |
| --- | --- |
Appointment of Leigh White
On June 17, 2021, Leigh White was appointed to the Board of Directors (the “Board”) of Five Star Bancorp (the “Company”), effective June 17, 2021. Ms. White will be entitled to receive cash and equity compensation as a non-employee director, as described in the section entitled “Executive Compensation—Director Compensation” in the Company’s Registration Statement on Form S-1, as amended, filed with the Securities and Exchange Commission on May 3, 2021, the amount of which will be prorated from the date of her appointment.
There are no arrangements or understandings between Ms. White and any other person pursuant to which Ms. White was selected as a director, and there are no transactions to which the Company is a party and in which Ms. White has a material interest subject to disclosure under Item 404(a) of Regulation S-K.
A copy of the Company’s press release announcing the appointment of Ms. White to the Board, issued by the Company on June 22, 2021, is attached hereto as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits |
|---|
(d) Exhibits
| ****<br><br> <br>Number | Description |
|---|---|
| 99.1 | Press Release dated June 22, 2021 |
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.
| FIVE STAR BANCORP | ||
|---|---|---|
| By: | /s/ Heather Luck | |
| Name: Heather Luck | ||
| Title: Senior Vice President and Chief<br> Financial Officer | ||
| Date: June 22, 2021 |
| PRESS RELEASE | FOR IMMEDIATE RELEASE |
|---|---|
| June 22, 2021 |
Five Star Bancorp Announces Appointment of Director
Rancho Cordova, CA (June 22, 2021) – Five Star Bancorp (Nasdaq: FSBC) (“Five Star” or the “Company”), and its subsidiary, Five Star Bank (the “Bank”) announce the appointment of Leigh White to the Board of Directors effective June 17, 2021.
Ms. White has over 30 years of experience in key positions in television broadcast management throughout the United States. Her most recent role was that of Vice President and General Manager of KTXL-TV in Sacramento, California (FOX, Tribune Broadcasting). In this capacity, she managed all aspects of the station including revenue development, content production (both linear and digital), FCC requirements, engineering, programming, finance and marketing. While overseeing the creation of nine and a half hours of local news daily, her accomplishments were also the improvement of top line revenue results and growing EBITDA, championing data and analytics driving multiplatform content and creating efficiencies transforming operations and process throughout the organization.
Ms. White recently completed service as Board Chair of the Sacramento Metro Chamber of Commerce. In addition, she is a member of the Salvation Army Board of Directors and past Chair of that board’s Public Relations/Marketing Committee. Ms. White recently joined the Capital City Airshow Board as Director. She is a graduate of the University of Minnesota with a B.S. in Applied Studies/Communications. She is also a graduate of Leadership Sacramento and Leadership Knoxville – chamber-based programs that develop community-minded business and civic leaders. She most recently graduated from the Saïd School of Business Digital Disruption Program at the University of Oxford in London. She is currently enrolled at Louisiana State University pursuing her MBA in Finance.
“We are very pleased to welcome Ms. White to our Board of Directors,” said James Beckwith, the Bank’s President and Chief Executive Officer. “Ms. White provides extensive knowledge and strategic advice in the areas of finance, revenue growth, marketing, innovation, technology and community relationships. She is an extremely accomplished business executive and strategic thinker with a talent for building consensus and aligning people with organizational goals. We look forward to her contributions.”
“The exposure to a variety of people and cultures led to an appreciation of the importance of seeking-out diverse opinions on complex issues,” said Ms. White. “As a result, whether at the TV station or the boardroom, I listen to the points of view of others and ensure their opinions are heard. In this way, I recognize the collaborative culture embraced by Five Star Bank and appreciate how they champion ideation, open communication and respect for others. I look forward to contributing to the bank’s success.”
About Five Star Bank
Five Star is a bank holding company headquartered in Rancho Cordova, California. Five Star operates through its wholly owned banking subsidiary, Five Star Bank. Five Star has seven branches and two loan production offices throughout Northern California.
Media Contact:
Heather Luck, CFO
Five Star Bancorp
hluck@fivestarbank.com
916.626.5008
Shelley Wetton, CMO
Five Star Bancorp
swetton@fivestarbank.com
916.284.7827