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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 of 15(d) of The Securities Exchange Act of 1934
| Date of Report (Date of earliest event reported) | December 8, 2020 | ||||
Heartland Financial USA, Inc.
(Exact name of Registrant as specified in its charter)
| Commission File Number: | 001-15393 | ||||
| Delaware | 42-1405748 | |||||||
| (State or other jurisdiction of incorporation) | (I.R.S. Employer Identification Number) | |||||||
| 1398 Central Avenue | ||||||||
| Dubuque, | Iowa | 52001 | ||||||
(Address of principal executive offices)
(563) 589-2100
(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 Exchange Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
| Common Stock, par value $1.00 per share | HTLF | Nasdaq Stock Market | ||||||
| Depositary Shares (each representing 1/400th interest in a share of 7.00% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series E) | HTLFP | Nasdaq Stock 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
(d) Director Election
Effective December 8, 2020, the Heartland Financial USA, Inc. (“Heartland”) Board of Directors appointed Christopher S. Hylen as a director. Mr. Hylen will serve as a Class I director until Heartland’s annual meeting of stockholders in 2021 and until his successor is duly elected and qualified, or until his earlier resignation or removal.
Mr. Hylen, age 59, is chief executive officer and a board member of Reltio, Inc., a software as a service company headquartered in Redwood City, California. Mr. Hylen has over 25 years of technology and financial services experience, including as chief executive officer of Imperva and in executive leadership roles at Citrix Systems and Intuit. Mr. Hylen holds a MBA from Harvard Business School and bachelor’s degree in engineering from Widener University.
Mr. Hylen will be an independent director of Heartland.
Mr. Hylen will be entitled to standard compensation as an independent director of Heartland. He will receive an annual grant of restricted stock units in an amount determined by the Compensation, Nominating and Corporate Governance Committee.
A copy of the press release issued by the Company on December 14, 2020, announcing Mr. Hylen's election is attached as Exhibit 99.1.
Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits
(d) Exhibits.
104 The cover page from this Current Report on Form 8-K, formatted as Inline XBRL
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.
| Date: December 14, 2020 | HEARTLAND FINANCIAL USA, INC. | ||||||||||
| By: | /s/ Bryan R. McKeag | ||||||||||
| Bryan R. McKeag | |||||||||||
| Executive Vice President | |||||||||||
| Chief Financial Officer | |||||||||||