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): April 26, 2019
HIGHLANDS BANKSHARES, INC.
(Exact name of registrant as specified in its charter)
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| Virginia | | 000-27622 | | 54-1796693 |
(State or other jurisdiction of incorporation or organization) | | (Commission File Number) | | (IRS Employer Identification No.) |
340 West Main Street
Abingdon, Virginia 24210-1128
(Address of principal executive offices, including zip code)
(276) 628-9181
(Registrant’s telephone number, 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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company o
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. o
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| None |
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On April 26, 2019, Timothy K. Schools announced his resignation as President and Chief Executive Officer of Highlands Bankshares, Inc. (the “Company”) and as President and Chief Executive Officer of Highlands Union Bank (the “Bank”), the Company’s wholly-owned subsidiary. Mr. Schools will assist with the management transition until May 10, 2019. Mr. Schools also resigned from his director positions on the boards of the Company and the Bank, effective immediately. Mr. Schools is resigning to pursue another opportunity.
The boards of the Company and the Bank have appointed Bryan T. Booher as Interim President and Interim Chief Executive Officer of the Company and the Bank, subject to regulatory approval. Additional information regarding Mr. Booher is included in the Company’s proxy statement for the Company’s 2019 annual meeting of shareholders, filed with the SEC on April 10, 2019, and incorporated by reference herein.
The boards of the Company and the Bank will initiate a search process to identify a permanent chief executive officer.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| Date: | April 30, 2019 | HIGHLANDS BANKSHARES, INC. |
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| | | By: | /s/ John H. Gray |
| | | | John H. Gray |
| | | | Chief Financial Officer |
