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): July 26, 2018
|
|
|
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.)
|
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 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 2 – Financial Information
Item 2.02 Results of Operations and Financial Condition.
On July 26, 2018, Hilltop Holdings Inc., or the Company, issued a press release announcing its results of operations and financial condition as of and for the three months ended June 30, 2018. The text of the release is set forth in Exhibit 99.1 attached to this Current Report on Form 8-K and is incorporated herein by reference.
The information in this Current Report on Form 8-K (including Exhibit 99.1) is being furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth in such filing.
Section 8 – Other Events
Item 8.01 Other Events.
On July 26, 2018, the Board of Directors of the Company declared a quarterly cash dividend of $0.07 per common share, payable on August 31, 2018, to stockholders of record as of the close of business on August 15, 2018.
Additionally, on July 26, 2018, the Board of Directors of the Company authorized an increase to the aggregate amount of common stock the Company may repurchase under the stock repurchase program originally authorized in January 2018, to $100.0 million, an increase of $50.0 million. The stock repurchase program expires in January 2019 and is inclusive of repurchases to offset dilution related to grants of stock-based compensation. Under the program, the Company is authorized to repurchase its outstanding common stock in the open market or through privately negotiated transactions as permitted under Rule 10b-18 promulgated under the Securities Exchange Act of 1934. The extent to which the Company repurchases its shares and the timing of such repurchases will depend upon market conditions and other corporate considerations, as determined by the Company’s management team. The purchases will be funded from available cash balances.
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 exhibit(s) 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 |
99.1 |
|
Press Release dated July 26, 2018 (furnished pursuant to Item 2.02). |
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: | July 26, 2018 | By: | /s/ COREY PRESTIDGE |
|
| Name: | Corey G. Prestidge |
|
| Title: | Executive Vice President, |
|
|
| General Counsel & Secretary |