UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM8-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): May 24, 2018
Cadence Bancorporation
(Exact name of registrant as specified in its charter)
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| Delaware | | 001-38058 | | 47-1329858 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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2800 Post Oak Boulevard, Suite 3800 Houston, Texas | | 77056 |
| (Address of principal executive offices) | | (Zip Code) |
(713)871-4000
(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 Form8-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):
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| ☐ | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | | Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
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| ☐ | | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
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| ☐ | | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-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 (§230.405 of this chapter) or Rule12b-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. ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On May 24, 2018, the board of directors (the “Board”) of Cadence Bancorporation (the “Company”) appointed Marc J. Shapiro as a director of the Company, effective immediately. Mr. Shapiro was formerly a senior advisory director of the Company.
As anon-employee director, Mr. Shapiro will receive compensation in the same manner as the Company’s othernon-employee directors. The Company previously disclosed the terms ofnon-employee director compensation in its Definitive Proxy Statement on Schedule 14A for its 2018 Annual Meeting of Stockholders, filed with the U.S. Securities and Exchange Commission (the “Commission”) on March 30, 2018, which description is incorporated herein by reference.
In connection with this appointment, Mr. Shapiro will enter into a form indemnification agreement with the Company, similar to those that were entered into by the Company’s other directors, which is filed as Exhibit 10.14 to the Registration Statement on FormS-1 of the Company (RegistrationNo. 333-216809), filed with the Commission on March 17, 2017.
There are no arrangements or understandings between Mr. Shapiro and any other person pursuant to which he was selected to serve as a director of the Company. Neither Mr. Shapiro nor any of his related persons (as defined in Item 404(a) of RegulationS-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) is a party to any transaction in which the Company is a participant that is required to be disclosed under Item 404(a) of RegulationS-K under the Exchange Act.
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.
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| | | | Cadence Bancorporation |
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Date: May 29, 2018 | | | | By: | | /s/ Jerry W. Powell |
| | | | Name: | | Jerry W. Powell |
| | | | Title: | | Executive Vice President and General Counsel |
