UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported):
November 11, 2019
Independent Bank Group, Inc.
(Exact Name of Registrant as Specified in Charter)
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| Texas | 001-35854 | 13-4219346 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
7777 Henneman Way
McKinney, TX 75070-1711
(Address of principal executive offices) (Zip code)
Registrant’s telephone number, including area code:
(972) 562-9004
Not Applicable
(Former name or former address, if changed since last report)
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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))
Securities registered pursuant to Section 12(b) of the Act:
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| Title of Each Class | Trading Symbol(s) | Name of Exchange on Which Registered |
| Common Stock, par value, $0.01 per share | IBTX | NASDAQ Global Select Market |
Indicate by checkmark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2):
Emerging growth company ☐
If an emerging growth company, indicate by checkmark 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; Compensatory Arrangements of Certain Officers.
On November 11, 2019, Brian Hobart resigned as Vice Chairman and Chief Lending Officer of Independent Bank Group, Inc. (the “Company”) and any positions he holds with the Company’s subsidiaries.
In connection with Mr. Hobart’s resignation, the Company and Independent Bank entered into a Separation Agreement (the “Separation Agreement”) with Mr. Hobart, which provides for: (1) payment of an amount equal to two times the sum of (i) Mr. Hobart’s base salary and (ii) Mr. Hobart’s target annual bonus, payable over the two year period following the separation date, (2) vesting of all of Mr. Hobart’s outstanding, unvested restricted shares of the Company’s common stock, (3) payment of a prorated portion of Mr. Hobart’s target annual bonus for 2019, (4) payment of the monthly premium for COBRA coverage for up to 18 months following the separation date and (5) payment of Mr. Hobart’s base salary through November 30, 2019. In addition, the Separation Agreement prohibits Mr. Hobart from competing with the Company or soliciting the Company’s customers or employees for 24 months following his resignation, and contains perpetual confidentiality and non-disparagement covenants. The Separation Agreement also includes a general release of claims against the Company by Mr. Hobart. The foregoing summary is qualified in its entirety by reference to the Separation Agreement, a copy of which is attached as Exhibit 10.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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| Exhibit 10.1 | |
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| Exhibit 101.SCH * | | Inline XBRL Taxonomy Extension Schema Document |
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| Exhibit 101.CAL * | | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
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| Exhibit 101.DEF * | | Inline XBRL Taxonomy Extension Definition Linkbase Document |
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| Exhibit 101.LAB * | | Inline XBRL Taxonomy Extension Label Linkbase Document |
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| Exhibit 101.PRE * | | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
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| Exhibit 104 | | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document) |
* Filed herewith.
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.
Dated November 12, 2019
INDEPENDENT BANK GROUP, INC.
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| By: | /s/ David R. Brooks |
| Name: | David R. Brooks |
| Title: | Chairman of the Board, Chief Executive Officer and President |
