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): March 15, 2022
Heartland Financial USA, Inc.
(Exact name of registrant as specified in charter)
Delaware
(State or Other Jurisdiction of Incorporation)
001-15393
|
| 42-1405748
|
| (Commission File Number) |
| (IRS Employer Identification No.) |
(Address of principal executive offices)
1398 Central Avenue
Dubuque, Iowa 52001
Registrant’s telephone number, including area code: (563) 589-2100
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:
☐
| 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, 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 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 March 15, 2022, the board of directors (the “Board”) of Heartland Financial USA, Inc. (the “Company”) appointed John K. Schmidt to serve as independent Chairman of the Board, replacing Lynn B. Fuller, who was removed as Executive Operating Chairman of the Board, effective immediately. Mr. Fuller remains a director on the Board.
On March 15, 2022, the Company issued a press release in connection with the above matters. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Also on March 15, 2022, the Board determined that the 2022 annual meeting of stockholders of the Company will be held virtually on June 15, 2022.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit No. |
| Description |
|
|
|
|
| Press Release, dated as of March 15, 2022. |
|
|
|
| 104 |
| Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). |
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.
| HEARTLAND FINANCIAL USA, INC. |
|
|
| By: | /s/ Bryan R. McKeag |
| Name: | Bryan R. McKeag |
| Title: | Chief Financial Officer |
| Date: March 15, 2022 |
|
|
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