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) August 14, 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;<br>Compensatory Arrangements of Certain Officers. |
|---|
(b) On August 14, 2020, Zions Bancorporation, N.A. (the “Bank”) announced the retirement of Edward P. Schreiber, who has served as the Bank’s Executive Vice President and Chief Risk Officer since 2013. Mr. Schreiber’s retirement will be effective October 1, 2020. He will continue to work with the Bank in a consulting capacity for several months.
(c) Also on August 14, 2020, the Bank announced that Keith D. Maio, 63, has been appointed to succeed Mr. Schreiber as Executive Vice President and Chief Risk Officer upon Mr. Schreiber’s retirement. A copy of the press release announcing Mr. Schreiber’s retirement and Mr. Maio’s appointment is attached to this report as Exhibit 99.1. Mr. Maio has been the Bank’s Executive Vice President and Chief Banking Officer since 2015. Prior to that time, he served as President and Chief Executive Officer of the Bank’s affiliate, National Bank of Arizona.
There is no arrangement or understanding between Mr. Maio and any other person under which he was selected to succeed Mr. Schreiber. He does not have any family relationships with any director, executive officer or person nominated or serving as a director or executive officer of the Bank. Other than his employment relationship, Mr. Maio does not have a direct or indirect material interest in any reportable transaction in which the Bank is a participant. Information about the Bank’s executive compensation, incentive plans, and benefits can be found in the Bank’s Proxy Statement filed with the Securities and Exchange Commission on March 19, 2020.
| Item 9.01 | Financial Statements and Exhibits. |
|---|
(d) Exhibits.
| 99.1 | Press release issued by Zions Bancorporation, National Association on August 14, 2020, announcing the retirement of Edward P. Schreiber and the appointment of Keith D. Maio. |
|---|---|
| 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.
| Date: August 14, 2020 | ZIONS BANCORPORATION, NATIONAL ASSOCIATION | |
|---|---|---|
| Registrant | ||
| By: | /s/ Thomas E. Laursen | |
| Name: | Thomas E. Laursen | |
| Title: | Executive Vice President & General Counsel |
Document
ZIONS BANCORPORATION
Press Release – Page 1
***FOR IMMEDIATE RELEASE***
For: ZIONS BANCORPORATION, N.A. Contact: James Abbott
One South Main Street Tel: (801) 844-7637
Salt Lake City, Utah 84111 August 14, 2020
Harris H. Simmons
Chairman/Chief Executive Officer
KEITH D. MAIO NAMED TO SUCCEED EDWARD P. SCHREIBER AS ZIONS BANCORPORATION’S CHIEF RISK OFFICER
SALT LAKE CITY, August 14, 2020 – Zions Bancorporation (“Zions” or “the Company) announced today that it has named Keith D. Maio to succeed Edward P. Schreiber as Executive Vice President and Chief Risk Officer, effective October 1, 2020, upon Mr. Schreiber’s retirement after seven and a half years with the Company.
Mr. Maio has served in a variety of capacities during his 28 years with Zions Bancorporation, including as President and CEO of National Bank of Arizona and, most recently, as Zions’ Executive Vice President and Chief Banking Officer, with management responsibility for the Bank’s wealth management, mortgage banking, enterprise retail banking and other functions.
Mr. Schreiber has served as Zions’ Chief Risk Officer since joining the Bank in 2013, having previously served in a similar role at TD Bank, N.A, and as a National Bank Examiner with the Office of the Comptroller of the Currency. Mr. Schreiber recently completed a term as Chairman of the Risk Management Association, the financial services industry’s leading organization for risk management professionals. He will continue in a part-time consulting capacity with Zions Bancorporation through mid-2021.
Harris H. Simmons, Chairman and CEO of Zions Bancorporation, stated, “I deeply appreciate the many contributions Ed Schreiber has made to building a more durable, and much more resilient bank during his time with Zions Bancorporation. He’s been a pragmatic problem solver and an invaluable member of our team, balancing risk management discipline with the need to remain competitive. We wish him well as he transitions into retirement, and we’re delighted that he’ll maintain ties with the Bank over the next few quarters in a consultative role.
ZIONS BANCORPORATION
Press Release – Page 2
Mr. Simmons continued, “Keith Maio is one of the most well-rounded and knowledgeable bankers with whom I’ve ever had the pleasure of working. He’s a great leader, and he brings a wealth of front-line experience to his new role. Keith is decisive, strong, scrupulous and fair. I look forward to working with him in this critical role during a particularly challenging time for our economy and our industry.”
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.