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): February 9, 2021
GREAT WESTERN BANCORP, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| | | | | | | | |
| 001-36688 | 47-1308512 |
| (Commission File Number) | (IRS Employer
Identification Number) |
| |
| 225 South Main Avenue | 57104 |
| Sioux Falls, | South Dakota | |
| (Address of principal executive offices) | (Zip Code) |
(605) 334-2548
(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:
☐ 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:
| | | | | | | | |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $0.01 par value per share | GWB | New York Stock Exchange |
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 checkmark if the registrant has elected not to use the extended period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The Board of Directors of Great Western Bancorp, Inc., (the “Company”) held its 2021 Annual Meeting of Stockholders on February 9, 2021. Five items of business were considered by the Company's stockholders at the meeting:
•The election of James Brannen, Thomas Henning and Daniel Rykhus to serve as directors of the Company for three year terms and until their successors are duly elected and qualified;
•An advisory vote to approve the Company's executive compensation as described in the Annual Meeting Proxy Statement;
•An amendment to the Company's 2014 Omnibus Incentive Plan as described in the Annual Meeting Proxy Statement;
•An amendment to the Company's 2014 Non-Employee Director Plan as described in the Annual Meeting Proxy Statement; and
•Ratification of the appointment of Ernst & Young LLP to serve as the Company's independent registered public accounting firm for the fiscal year ending September 30, 2021. The results of the vote at the meeting were as follows:
Proposal No. 1—Election of Directors—Stockholders elected the three nominees named in the Proxy Statement.
| | | | | | | | | | | |
| Name | Votes For | Withheld | Broker Non Votes |
| James Brannen | 51,006,501 | 544,663 | 1,522,268 |
| Thomas Henning | 50,965,626 | 585,538 | 1,522,268 |
| Daniel Rykhus | 47,991,461 | 3,559,703 | 1,522,268 |
Proposal No. 2—To adopt a non-binding resolution to approve the compensation of the Company's named executive officers:
| | | | | | | | | | | |
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 48,112,319 | 3,421,798 | 17,047 | 1,522,268 |
Proposal No. 3—To approve an amendment to the Company's 2014 Omnibus Incentive Plan:
| | | | | | | | | | | |
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 49,274,445 | 2,260,448 | 16,271 | 1,522,268 |
Proposal No. 4—To approve an amendment to the Company's 2014 Non-Employee Director Plan:
| | | | | | | | | | | |
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
| 50,024,196 | 1,509,858 | 17,110 | 1,522,268 |
Proposal No. 5—Stockholder Ratification of Independent Registered Public Accounting Firm—Stockholders Ratified the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending September 30, 2021:
| | | | | | | | |
| Votes For | Votes Against | Abstentions |
| 52,171,051 | 871,297 | 31,084 |
Item 8.01. Other Events.
Appointment of Chairperson, Committee Members and Committee Chairs
On February 9, 2021, effective immediately, the Board of Directors (the "Board") appointed James Brannen, an independent director, as Chairperson of the Board and the following committee memberships and chairpersons:
•Audit Committee: Francis Grieb (Chairperson), Thomas Henning and James Israel. All Audit Committee members qualify as a "Financial Expert" as defined by Regulation S-K Item 407.
•Compensation Committee: Daniel Rykhus (Chairperson), James Spies and Stephen Lacy.
•Governance Committee: Stephen Lacy (Chairperson), Daniel Rykhus and James Spies.
•Risk Committee: Thomas Henning (Chairperson), Frances Grieb and James Israel.
All of the above named directors satisfy the independence standards set forth in Section 303A of the NYSE Listed Company Manual and have no material relationship with the Company that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, and are independent within the meaning of Rule 10A-3 of the Exchange Act. The Board determined not to have or appoint an Executive Committee of the Board.
Signature
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.
| | | | | |
| GREAT WESTERN BANCORP, INC. |
| |
| Date: February 10, 2021 | By: /s/ Donald J. Straka |
| Name: Donald J. Straka |
| Title: Corporate Secretary and General Counsel |
