8-K
National Bank Holdings Corp (NBHC)
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549
FORM 8-K
CURRENT REPORTPursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 22, 2021
NATIONAL BANK HOLDINGS CORP ORATION (Exact name of registrant as specified in its charter)
| | | |||
|---|---|---|---|---|
| Delaware | | 001-35654 | | 27-0563799 |
| (State or other jurisdiction <br>of incorporation) | | (Commission<br>File Number) | | (IRS Employer<br>Identification No.) |
7800 East Orchard Road , Suite 300 , Greenwood Village , Colorado **** 80111 (Address of principal executive offices) (Zip Code)
303 - 892-8715 (Registrant’s telephone, including area code)
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))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class: | **** | Trading Symbol | **** | Name of each exchange on which registered: |
|---|---|---|---|---|
| Class A Common Stock | | NBHC | | NYSE |
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 October 22, 2021, the Board of Directors of National Bank Holdings Corporation (the “Company”) appointed Ms. Alka Gupta as a Director of the Company, effective as of November 1, 2021. Gupta will serve on our Audit & Risk Committee.
Gupta is a Fortune 500 executive and tech entrepreneur with deep experience in digital transformation. She is currently a Venture Partner at Fin Venture Capital, a fintech B2B focused global venture fund. She was also a Co-Founder of and former President at GlobaliD, Inc., a venture backed, portable, and interoperable identity platform leveraging the blockchain where she continues to serve on the Board. Previously, Gupta was an executive at eBay/PayPal as Head of Strategy for eBay Marketplaces building new growth strategies in areas such as mobile commerce and cross-border payments. Gupta is a member of the Board of MoneyGram, (NASDAQ: MGI), a cross-border P2P payments and money transfer company. Gupta earned her M.B.A. from the University of Pennsylvania Wharton School and her B.S. from Case Western Reserve University.
Gupta will participate in the Company’s standard director compensation program, which will be prorated in her first partial service year. The program generally in effect for this year is described in “Director Compensation” in the Company’s proxy statement for the 2021 Annual Meeting of Shareholders filed with the Securities and Exchange Commission on March 29, 2021.
The Company expects Gupta to enter into the standard director indemnification agreement that the Company has with its directors. A copy of a substantially similar form of the indemnification agreement is filed as Exhibit 10.6 to the Company’s Form S-1 Registration Statement (Registration Statement No. 333-177971), filed on September 10, 2012.
The press release issued by the Company is included as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. | Description of Exhibit |
|---|---|
| 99.1 | Press release, dated October 27, 2021 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101) |
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.
| | |
|---|---|
| | National Bank Holdings Corporation |
| | |
| By: | /s/ Angela N. Petrucci |
| | Name: Angela N. Petrucci<br><br>Title: Chief Administrative Officer & General Counsel |
| <br><br><br><br>Date: October 27, 2021 | |
Exhibit 99.1
National Bank Holdings Corporation Appoints New Board Director
Company Release – October 27, 2021
DENVER. - (Globe Newswire) - National Bank Holdings Corporation (NYSE: NBHC) announced today that its Board of Directors appointed Ms. Alka Gupta as a Director of the Company, effective November 1, 2021. Gupta will serve on the Audit & Risk Committee.
Gupta is a Fortune 500 executive and tech entrepreneur with deep experience in digital transformation. She is currently a Venture Partner at Fin Venture Capital, a fintech B2B focused global venture fund. She was also a Co-Founder of and former President at GlobaliD, Inc., a venture backed, portable, and interoperable identity platform leveraging the blockchain where she continues to serve on the Board. Previously, Gupta was an executive at eBay/PayPal as Head of Strategy for eBay Marketplaces building new growth strategies in areas such as mobile commerce and cross-border payments. Gupta is a member of the Board of MoneyGram (NASDAQ: MGI), a cross-border P2P payments and money transfer company. Gupta earned her M.B.A. from the University of Pennsylvania Wharton School and her B.S. from Case Western Reserve University.
Tim Laney, the Company’s Chairman, President and Chief Executive Officer, said, “We are pleased to welcome Alka to our Board of Directors. Her strong technology, payments, and fintech background complements the skills and experience of our established Board. We believe she will bring valuable insight as we execute our strategy to deliver a comprehensive digital financial ecosystem for small and medium-sized businesses.”
“I am honored to have the opportunity to bring my experiences to the Board of NBHC. I look forward to furthering NBHC’s commitment to investing in its clients, communities and associates with the goal of making a meaningful and lasting impact,” Ms. Gupta said.
About National Bank Holdings Corporation
National Bank Holdings Corporation is a bank holding company created to build a leading community bank franchise delivering high quality client service and committed to stakeholder results. Through its bank subsidiary, NBH Bank, National Bank Holdings Corporation operates a network of 81 banking centers, serving individual consumers, small, medium and large businesses, and government and non-profit entities. Its banking centers are located in its core footprint of Colorado, the greater Kansas City region, Texas, Utah and New
Mexico. Its comprehensive residential mortgage banking group primarily serves the bank's core footprint. NBH Bank operates under the following brand names: Community Banks of Colorado and Community Banks Mortgage, a division of NBH Bank, in Colorado, Bank Midwest and Bank Midwest Mortgage in Kansas and Missouri, and Hillcrest Bank and Hillcrest Bank Mortgage in Texas, Utah and New Mexico. Additional information about National Bank Holdings Corporation can be found at www.nationalbankholdings.com.
For more information visit: cobnks.com, bankmw.com, hillcrestbank.com or nbhbank.com. Or, follow us on any of our social media sites:
Community Banks of Colorado: facebook.com/cobnks, twitter.com/cobnks, instagram.com/cobnks;
Bank Midwest: facebook.com/bankmw, twitter.com/bank_mw, instagram.com/bankmw;
Hillcrest Bank: facebook.com/hillcrestbank, twitter.com/hillcrest_bank;
NBH Bank: twitter.com/nbhbank;
or connect with any of our brands on LinkedIn.
Contact:
Analysts/Institutional Investors: Media:
Aldis Birkans, 720-554-6640 Jody Soper, 303-784-5925
Chief Financial Officer Chief Marketing Officer
ir@nationalbankholdings.com Jody.Soper@nbhbank.com
Source: National Bank Holdings Corporation