8-K
Live Oak Bancshares, Inc. (LOB)
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): July 20, 2022
LIVE OAK BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
| North Carolina | 001-37497 | 26-4596286 |
|---|---|---|
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 1741 Tiburon Drive, Wilmington, NC | 28403 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (910) 790-5867
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 |
|---|---|---|
| Voting Common Stock, no par value per share | LOB | The NASDAQ Stock Market LLC |
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. |
|---|
(d)Effective July 20, 2022, the Board of Directors (the “Board”) of Live Oak Bancshares, Inc. (the “Company”) appointed Casey Stuart Crawford to serve as a Board member until the Company’s next annual meeting of shareholders. Mr. Crawford was also appointed as a member of the Board of Live Oak Banking Company (the “Bank”), the Company’s wholly owned banking subsidiary.
The Board has not yet determined the committees to which Mr. Crawford will be appointed, if any. Mr. Crawford will participate in the current director compensation arrangements generally applicable to the Company’s non-employee directors as described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 1, 2022, pro-rated for service until the next annual meeting of shareholders. There are no arrangements or understandings between Mr. Crawford and any other persons pursuant to which he was selected as a director. Mr. Crawford has not engaged in any transaction with the Company or the Bank that would be reportable as a related party transaction under Item 404(a) of the Securities and Exchange Commission Regulation S-K.
A copy of the Company’s press release announcing the appointment of Mr. Crawford is attached as Exhibit 99.1 to this Form 8-K.
| Item 9.01. | Financial Statements and Exhibits. |
|---|
(d)Exhibits
| Exhibit<br><br><br>Number | Description |
|---|---|
| 99.1 | Press Release dated July 20, 2022 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| LIVE OAK BANCSHARES, INC. | ||
|---|---|---|
| Date: July 20, 2022 | By: | /s/ William C. Losch, III |
| William C. Losch, III | ||
| Chief Financial Officer & Chief Banking Officer |
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lob-ex991_38.htm
Exhibit 99.1
Live Oak Bancshares Appoints Casey S. Crawford to Board of Directors
WILMINGTON, N.C. (July 20, 2022) – Live Oak Bancshares announced the appointment of Casey S. Crawford to its board of directors effective today. Crawford has also been appointed to the board of directors of Live Oak Bank.
“We are very pleased to welcome Casey to our board of directors,” said Live Oak Bancshares Chairman and CEO James S. (Chip) Mahan III. “His depth of executive experience, including lending expertise, will be an excellent addition to our board as Live Oak Bank continues on its mission to be America’s small business bank.”
Crawford is Co-Founder and Chief Executive Officer of Movement Mortgage, a top 10 national retail mortgage lender. He is also the chairman of Movement Bank; founder and chairman of Movement Schools, a network of tuition-free public charter schools; and the founder of the nonprofit Movement Foundation that invests in schools, communities, and nonprofits around the world.
He has been recognized as a John Maxwell Transformational Leadership Award recipient, Ernst & Young Entrepreneur of the Year finalist, HousingWire Vanguard award recipient, and a Charlotte Business Journal Most Admired CEO. He has been featured by national media outlets, including CNBC, Bloomberg, The Wall Street Journal, Fox News, Fox Business, Inc. Magazine and HousingWire.
A Super Bowl champion, Crawford played tight end for the NFL’s Carolina Panthers and Tampa Bay Buccaneers from 2000 to 2003. Crawford graduated from the University of Virginia with All-ACC honors in football and academics.
“I am honored to join the Live Oak board as our philosophies align so closely,” said Crawford. “There has never been a more important time in our country’s history to support America’s small businesses, and I am thrilled to be part of the role Live Oak plays in transforming the way banking is done.”
About Live Oak Bancshares Live Oak Bancshares, Inc. (Nasdaq: LOB) is a financial holding company and parent company of Live Oak Bank. Live Oak Bancshares and its subsidiaries partner with businesses who share a groundbreaking focus on service and technology to redefine banking. To learn more, visit www.liveoakbank.com.
Contact: Claire Parker, SVP of Corporate Communications 910.597.1592 claire.parker@liveoak.bank