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 30, 2019
Hilltop Holdings Inc.
(Exact name of registrant as specified in its charter)
| Maryland | 1-31987 | 84-1477939 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 2323 Victory Avenue, Suite 1400 | ||
| Dallas, Texas | 75219 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (214) 855-2177
(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 $0.01 per share | | HTH | | New York Stock Exchange |
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))
Indicate by check mark whether the registrant is an emerging growth company as defined in 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 ¨
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. ¨
Section 5 – Corporate Governance and Management
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On August 30, 2019, Hilltop Holdings Inc. (the “Company”) and William B. Furr entered into the First Amendment to Employment Agreement (the “First Amendment”), which amends the Employment Agreement, dated September 1, 2016, between the Company and Mr. Furr (the “Employment Agreement”), as follows:
| · | Extends the term of the Employment Agreement until August 31, 2022 (the Employment Agreement previously expired on September 1, 2019); |
| · | Updated the Employment Agreement to reflect Mr. Furr’s current annual base salary of $485,000; |
| · | Removes provisions that are no longer applicable, such as one year employment requirement for certain payments and the guaranteed bonus for 2016 calendar year; |
| · | Addition of a 24 month customer non-solicitation provision; |
| · | Increased the employee non-solicitation provision time period from twelve months to 24 months; and |
| · | Addition of other provisions, such as class action waiver. |
As consideration for the addition of the 24 month customer non-solicitation provision and the increased time period of the employee non-solicitation provision from twelve to 24 months, as well as other additional provisions, the Company will, as soon as administratively practical, grant Mr. Furr restricted stock units with respect to the number of shares of common stock of the Company having a fair market value of $325,000. Such restricted stock units will subject to the restricted stock unit award agreement for Section 16 officers, which cliff vest on the third anniversary of the date of grant. Except as amended by the First Amendment, the terms of the Employment Agreement remain in effect.
The foregoing description of the First Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the First Amendment, which is attached as Exhibit 10.7.2 to this Current Report on Form 8-K and incorporated by reference herein.
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Shell company transactions.
Not applicable.
(d) Exhibits.
The following exhibits are filed or furnished, depending on the relative item requiring such exhibit, in accordance with the provisions of Item 601 of Regulation S-K and Instruction B.2 to this form.
| Exhibit Number | Description of Exhibit |
| 10.7.2 | First Amendment to Employment Agreement by and between Hilltop Holdings Inc. and William B. Furr, dated as of August 30, 2019. |
| 104 | Cover Page Interactive Data File included as Exhibit 101 (embedded within the Inline XBRL document) |
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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.
| Hilltop Holdings Inc., | ||
| a Maryland corporation | ||
| Date: September 6, 2019 | By: | /s/ COREY PRESTIDGE |
| Name: | Corey G. Prestidge | |
| Title: | Executive Vice President, | |
| General Counsel & Secretary | ||
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