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): April 13, 2021
BYLINE BANCORP, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction
of Incorporation)
| | |
001-38139 | | 36-3012593 |
(Commission File Number) | | (I.R.S. Employer Identification No.) |
| |
180 North LaSalle Street, Suite 300 | | |
Chicago, Illinois | | 60601 |
(Address of Principal Executive Offices) | | (Zip Code) |
(773) 244-7000
(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 (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)) |
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 | BY | 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 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 April 13, 2021, the Board of Directors (the “Board”) of Byline Bancorp, Inc. (the “Company”) designated Mr. Thomas Abraham, President of Byline Bank’s Small Business Capital (“SBC”) line of business and an executive officer of the Company, as a Named Executive Officer for purposes of the Company’s 2021 annual meeting proxy statement.
On December 16, 2019, Byline Bank entered into an employment agreement (the “Employment Agreement”) with Mr. Abraham in connection with his appointment as President of SBC. The Employment Agreement is for an initial term of three years and includes an automatic one-year extension at the end of each term following the initial term unless notice of termination is provided not less than 120 days prior to the end of such term. The Employment Agreement will terminate on the termination of Mr. Abraham’s employment. Upon the occurrence of a Change in Control (as such term is defined in the Employment Agreement), the term of the Employment Agreement will renew for the period expiring on the first anniversary of such Change in Control and shall not automatically renew thereafter.
During the term of the Employment Agreement, Mr. Abraham serves as President of the Small Business Capital Unit of Byline Bank, reporting to the Chief Executive Officer of the Company. The Employment Agreement provides for an annual base salary of $400,000 (which may be adjusted from time to time as approved by the Board or a committee thereof), eligibility to participate in (1) the Company’s Executive Incentive Plan, with an annual target cash bonus of 30% of his annual base salary, based upon achievement of applicable performance objectives as determine in the sole discretion of the Board or a committee thereof, and (2) the Company’s long-term incentive awards annually under the Company’s 2017 Omnibus Incentive Compensation Plan (the “2017 Plan”). In connection with entering into the Employment Agreement, Mr. Abraham was awarded a restricted stock award in the amount of $150,000 of the Company’s common stock under the 2017 Plan, vesting one-third annually over a period of three years from the date of the grant, pursuant to a restricted share award agreement substantially in the Company’s customary form.
The Employment Agreement also includes severance benefits that are subject to signing a release. If the Company terminates Mr. Abraham without “cause” (and not due to Disability (as such term is defined in the Employment Agreement) or Mr. Abraham resigns for “good reason” at any time during the term other than on or following the occurrence of a Change in Control, he will be entitled to (each capitalized term as defined in the Employment Agreement): (1) the Accrued Amounts and any Unpaid EIP; (2) a Pro Rata Bonus; and (3) a cash amount equal to the sum of (a) his base salary plus (b) the applicable COBRA Amount, payable in substantially equal installments over 12 months following termination of employment. In the event Mr. Abraham is terminated without “cause” (and not due to Disability) or he resigns for “good reason” at any time during the term and on or within one year following a Change in Control, he will be entitled to: (1) the Accrued Amounts and any Unpaid EIP; (2) a Pro Rata Bonus; and (3) a cash amount equal to the sum of Mr. Abraham’s base salary plus the higher of the two immediately preceding completed fiscal years’ earned cash bonuses, plus the excess of applicable COBRA Amount, payable in lump sum within 15 days after the release becomes effective. If Mr. Abraham is terminated for “cause” or resigns without “good reason”, he will be entitled only to the Accrued Amounts.
“Cause” generally means: (1) a willful and continued failure to perform substantially one’s duties; (2) willfully engaging in illegal conduct, an act of dishonesty or gross misconduct related to the performance of one’s duties and responsibilities; (3) being charged with a crime involving moral turpitude, dishonesty, fraud, theft or financial impropriety; (4) willful violation of a material requirement of any applicable code of ethics or standards of conduct of the Company, or violation of a fiduciary duty to the Company; or (5) a breach of the Company’s Agreement Protecting Company Interests.
“Good reason” generally means: (1) any material reduction in Mr. Abraham’s base salary; (2) any material adverse change in Mr. Abraham’s title, position, duties, authority or reporting relationships with the Company; or (3) the requirement to relocate Mr. Abraham’s principal place of employment to a location in excess of 50 miles from the his principal work location on the date of the Employment Agreement.
The Employment Agreement also provides that in the event his employment terminates due to death or Disability, Mr. Abraham or his beneficiaries would be entitled to receive, in addition to any accrued but unpaid base salary and Accrued Amounts, any Unpaid EIP and a Pro Rata Bonus for the fiscal year in which the termination occurs, payable at the time that such bonuses are paid to other senior executives for such year.
In connection with entering into the Employment Agreement, Mr. Abraham also entered into an Agreement Protecting Company Interests with the Company, which contains (1) a confidentiality provision regarding the use and disclosure of
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confidential information during the term of employment and after, (2) a customer and employee non-solicit during employment and for 12 months following termination of employment, and (3) assignment of inventions and non-disparagement provisions.
The foregoing description of the Employment Agreement is a summary only, and accordingly, does not purport to be complete and is qualified in its entirety to the full text of the Employment Agreement, a copy of which is included as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | | | BYLINE BANCORP, INC. |
| | | |
Date: April 19, 2021 | | | | By: | /s/ Alberto J. Paracchini |
| | | | Name: | Alberto J. Paracchini |
| | | | Title: | President |
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