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)
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| United States of America | 001-12307 | 87-0189025 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
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| 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
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| (Former name or former address, if changed since last report.) | | | | | |
Securities registered pursuant to Section 12(b) of the Act:
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| 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 |
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| 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)) | | | | |
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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. ¨
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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. |
(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.
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| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
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| | 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.
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| | ZIONS BANCORPORATION, NATIONAL ASSOCIATION | |
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| | By: | /s/ Thomas E. Laursen |
| | Name: | Thomas E. Laursen |
| | Title: | Executive Vice President & General Counsel |
Date: June 25, 2020
