8-K
ZIONS BANCORPORATION, NATIONAL ASSOCIATION /UT/ (ZION)
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) June 23, 2020
ZIONS BANCORPORATION, NATIONAL ASSOCIATION
(Exact name of registrant as specified in its charter)
| United States of America | 001-12307 | 87-0189025 | ||
|---|---|---|---|---|
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||
| One South Main, | Salt Lake City, | Utah | 84133 | |
| --- | --- | --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code (801) 844-7637
| (Former name or former address, if changed since last report.) |
|---|
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered |
|---|---|---|
| Common Stock, par value $0.001 | ZION | The NASDAQ Stock Market, LLC |
| Warrants to Purchase Common Stock (expiring May 22, 2020) | ZIONW | The NASDAQ Stock Market, LLC |
| Depositary Shares each representing a 1/40th ownership interest in a share of: | ||
| Series A Floating-Rate Non-Cumulative Perpetual Preferred Stock | ZIONP | The NASDAQ Stock Market, LLC |
| Series G Fixed/Floating-Rate Non-Cumulative Perpetual Preferred Stock | ZIONO | The NASDAQ Stock Market, LLC |
| Series H 5.75% Non-Cumulative Perpetual Preferred Stock | ZIONN | The NASDAQ Stock Market, LLC |
| 6.95% Fixed-to-Floating Rate Subordinated Notes due September 15, 2028 | ZIONL | The NASDAQ Stock Market, LLC |
| 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)) |
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. |
|---|
(b) On June 23, 2020, Jerry C. Atkin, a member of the Board of Directors (the “Board”) of Zions Bancorporation, N.A. (the “Bank”) since 1993, notified the Bank of his decision to retire from the Board effective as of July 1, 2020.
(d) Effective July 1, 2020, the Board of the Bank elected Claire A. Huang to serve on the Board to fill the vacancy resulting from Mr. Atkin’s retirement. Ms. Huang will hold office until the Bank’s next annual meeting of shareholders or until such time as her successor is elected and qualified. Ms. Huang’s Board committee assignments have not yet been determined. Ms. Huang is an independent director on the boards of several privately held companies and previously served in various executive positions at J.P. Morgan Chase & Company and Bank of America Corporation.
There are no arrangements or understandings between Ms. Huang and any other person in connection with her election to the Board. There are no transactions between Ms. Huang and the Bank or any of its subsidiaries that are reportable under Item 404(a) of Regulation S-K.
As a nonemployee director, Ms. Huang will receive cash compensation and will participate in the Bank’s director equity program. Further information about nonemployee director compensation is included in the Bank’s proxy statement filed with the Securities and Exchange Commission on March 19, 2020.
A press release announcing Mr. Atkin’s retirement and Ms. Huang’s election is attached as Exhibit 99.1.
| Item 9.01. | Financial Statements and Exhibits. |
|---|
(d) Exhibits.
| 99.1 | Press release issued by Zions Bancorporation, National Association on June 25, 2020, announcing the retirement of Jerry C. Atkin and election of Claire A. Huang to its Board of Directors. |
|---|---|
| 104 | The cover page from this Current Report on form 8-K, formatted as 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 hereunto duly authorized.
| ZIONS BANCORPORATION, NATIONAL ASSOCIATION | |
|---|---|
| By: | /s/ Thomas E. Laursen |
| Name: | Thomas E. Laursen |
| Title: | Executive Vice President & General Counsel |
Date: June 25, 2020
Document
ZIONS BANCORPORATION
Press Release – Page 1
***FOR IMMEDIATE RELEASE***
FOR: ZIONS BANCORPORATION
One South Main Street
Salt Lake City, Utah
Harris H. Simmons
Chairman/Chief Executive Officer
Contact: James Abbott
Tel: (801) 844-7637
ZIONS BANCORPORATION ELECTS CLAIRE A. HUANG TO ITS
BOARD OF DIRECTORS, ANNOUNCES RETIREMENT OF JERRY C. ATKIN
SALT LAKE CITY, June 25, 2020 – Zions Bancorporation (Nasdaq: ZION) today announced that Claire A. Huang has been elected to its board of directors, effective July 1, 2020. The Company also announced the retirement of Jerry C. Atkin, effective on the same date.
Ms. Huang has worked as a global brand builder for over 30 years in multiple industries. She served as the chief marketing officer for J.P. Morgan Chase and Company from 2012 through 2014, following her work as head of global marketing, international communications and corporate social responsibility at Bank of America Merrill Lynch. Prior to her work at Bank of America, she was head of Fidelity Investments’ marketing and customer strategy groups. Her first role in financial services was at American Express. Earlier in her career, she developed her credentials as a turnaround and growth expert in consumer products companies beginning at Procter and Gamble.
Ms. Huang has previously served as a board member of several companies, including Mirador, Scottrade, Foster Farms and Stag’s Leap Wine Cellars. She currently serves on the board of directors of PODS, a leader in moving and storage, and of Prosper, a peer-to-peer lending platform, in addition to several non-profit boards.
“We are delighted to welcome Claire Huang to our board of directors,” said Harris H. Simmons, Zions Bancorporation’s Chairman and CEO. “She brings extensive experience in financial
ZIONS BANCORPORATION
Press Release – Page 2
services marketing and digital transformation and optimization that will be highly valuable to Zions Bancorporation as we continue to build a strong foundation for future growth. Her customer-centric focus will help ensure that we’re always creating value for our clients as well as our shareholders.”
“I am honored and excited to join the Zions board,” commented Ms. Huang. “I look forward to contributing to the next chapter of Zions’ growth, particularly leveraging their recent investments in their digital and technology platforms.”
Mr. Simmons noted that Mr. Atkin had served the Company with distinction since his election to the Board in 1993, and has served on or chaired the Audit, Compensation, and Nominating and Governance Committees. “Over his remarkable career, Jerry Atkin built SkyWest, a St. George, Utah-based airline with three nine-passenger aircraft and 13 employees, into the nation’s leading regional airline, with a fleet of nearly 500 airplanes and over 14,000 employees, carrying 43 million passengers annually to destinations throughout the nation. He has liberally shared his time, talents and a great deal of down-to-earth wisdom with us over the years, and he will be greatly missed. We all wish Jerry and his wife, Carolyn, much happiness in the years ahead.”
Zions Bancorporation, N.A. is one of the nation's premier financial services companies with annual net revenue of $2.8 billion in 2019 and more than $70 billion of total assets. Zions operates under local management teams and distinct brands in 11 western states: Arizona, California, Colorado, Idaho, Nevada, New Mexico, Oregon, Texas, Utah, Washington and Wyoming. The Bank is a consistent national and statewide leader of customer survey awards in small and middle-market banking, as well as a national leader in Small Business Administration lending and public finance advisory services. In addition, Zions is included in the S&P 500 and NASDAQ Financial 100 indices. Investor information and links to local banking brands can be accessed at zionsbancorporation.com.
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