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) | July 25, 2022 |
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
On July 19, 2022, Heartland Financial USA, Inc. (the "Company" or "HTLF") appointed Jay L. Kim to the additional office of Chief Administrative Officer, effective August 1, 2022.
Mr. Kim, age 59, joined the Company in December 2020 and will continue to serve as Executive Vice President & General Counsel as well as Chief Administrative Officer, leading a team that includes the Chief Operations Officer, Chief Human Resources Officer and Director of Corporate Communications.
Since joining HTLF, Mr. Kim has also provided executive oversight for wealth management, charter consolidation and the PPP loan program. Prior to joining the Company, Mr. Kim worked in banking and financial services for over 30 years as a General Counsel and an attorney in private practice, as well as in other executive leadership roles, including corporate development and risk management.
In connection with this appointment, Mr. Kim’s annual base salary was increased by $20,000 to $400,000 and he received a onetime award of time-based restricted stock units with a value at grant of $100,000. Mr. Kim will continue to participate in the Company’s Performance-Based Incentive Plan, the 401(k) Plan, and the Long-Term Incentive Plan.
The information in this Form 8-K filed on July 25, 2022, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, regardless of any general incorporation language in such filing.
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: July 25, 2022 | | HEARTLAND FINANCIAL USA, INC. |
| | | |
| | By: | /s/ Bryan R. McKeag |
| | | Bryan R. McKeag |
| | | Executive Vice President |
| | | Chief Financial Officer |
