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) | June 23, 2023 |
Heartland Financial USA, Inc.
| | | | | |
| Commission File Number: | 001-15393 |
(Exact name of Registrant as specified in its charter)
| | | | | | | | |
| Delaware | | 42-1405748 |
| (State or other jurisdiction of incorporation) | | (I.R.S. Employer Identification Number) |
| | | | | | | | |
| 1800 Larimer Street |
| Suite 1800 |
| Denver, | Colorado | 80202 |
(Address of principal executive offices, including zip code)
(303) 285-9200
(Registrant's telephone number, including area code)
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 June 23, 2023, the Board of Directors (the “Board”) of Heartland Financial USA, Inc. (the “Company”) appointed Margaret Lazo and Opal Perry to the Board, effective June 23, 2023.
The Board has determined that both Ms. Lazo and Ms. Perry are “independent” in accordance with the published listing requirements of the Nasdaq Stock Market. Ms. Lazo will serve on the Compensation and Human Capital Committee and the Risk Committee, and Ms. Perry will serve on the Audit Committee and the Risk Committee. Ms. Lazo and Ms. Perry will each receive the same compensation as the Company’s other non-employee Directors, consisting of (i) an annual retainer in the amount of $57,500 for service on the Board, as well as $7,500 for each committee of the Board on which they serve, which they may elect to receive in the form of cash or restricted stock units; and (ii) an award of restricted stock units in the amount of $65,000.
A copy of the Company’s news release relating to these director appointments is being furnished as Exhibit 99.1 to this Current
Report on Form 8-K. Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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.
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| Date: June 23, 2023 | | HEARTLAND FINANCIAL USA, INC. |
| | | |
| | By: | /s/ Bryan R. McKeag |
| | | Bryan R. McKeag |
| | | Executive Vice President |
| | | Chief Financial Officer |
