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 | BSVN | The NASDAQ Global Select Market |
Indicate by check mark 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 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 September 5, 2019, the controlling shareholders of Bank7 Corp. (the “Company”), the Haines Family Trusts, completed the previously announced transfer of approximately 6.5% of the Company’s outstanding common stock to certain of the Company’s executive officers. This was accomplished in two steps: (1) the Haines Family Trusts transferred an aggregate of 656,925 shares of stock to the Company as a capital contribution; and (2) the Company issued an aggregate of 507,500 shares to three executive officers under the 2018 Equity Incentive Plan (the “Plan”) with 149,425 shares being withheld by the Company for income taxes. The shares of stock issued to the executives under the Plan are not subject to any vesting schedule. The foregoing description is a summary and is qualified in its entirety by reference to the full text of the Stock Award Agreements with Thomas L. Travis and John T. Phillips (the two named executive officers which received awards under the Plan) which are filed herewith as Exhibits 10.1and 10.2 and incorporated by reference herein.
On September 5, 2019, the Company issued a press release announcing that:
| • | The Company’s Board of Directors (the “Board”) authorized the Company to repurchase up to 500,000 shares, or approximately 5% of current outstanding shares, of the Company’s common stock. |
| • | The Board declared a $0.10 per share quarterly dividend, payable on October 16, 2019 to shareholders of record on October 1, 2019. |
| • | As disclosed in the Company’s Registration Statement on Form S-1 for its initial public offering and in its Annual Report on Form 10-K dated March 31, 2019, the Haines Family Trusts transferred shares equal to approximately 6.5% of outstanding shares to the executive management team. |
A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
The following exhibits are filed herewith:
| | |
| | | |
| | Stock Award Agreement between the Company and Thomas L. Travis issued under the 2018 Equity Incentive Plan |
| | Stock Award Agreement between the Company and John T. Phillips issued under the 2018 Equity Incentive Plan |
| | Press Release dated September 5, 2019 |
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.
| BANK7 CORP. |
| | | |
Date: September 5, 2019 | By: | |
| | | Kelly J. Harris |
| | | Senior Vice President and Chief Financial Officer |
