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Section 1: 8-K (8-K)

 

 

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):          November 8, 2017

 

Hilltop Holdings Inc.

(Exact name of registrant as specified in its charter)

 

Maryland

 

1-31987

 

84-1477939

(State or other jurisdiction of
incorporation)

 

(Commission
File Number)

 

(IRS Employer Identification
No.)

 

2323 Victory Avenue, Suite 1400

 

 

Dallas, Texas

 

75219

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:   (214) 855-2177

 

 

(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):

 

o                        Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o                        Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o                        Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o                        Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

Emerging growth company o

 

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. o

 

 

 



 

Section 5 — Corporate Governance and Management

 

Item 5.02                                           Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On November 8, 2017, Hilltop Holdings Inc. and Todd L. Salmans entered into the First Amendment to Employment Agreement, or the Amendment.  The Amendment extends the term of the Employment Agreement between Hilltop Holdings Inc. and Mr. Salmans from December 4, 2017 until December 31, 2019.  The Amendment is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

Section 9 — Financial Statements and Exhibits

 

Item 9.01  Financial Statements and Exhibits.

 

(a)     Financial statements of businesses acquired.

 

 

 

 

Not applicable.

(b)     Pro forma financial information.

 

 

 

 

Not applicable.

(c)     Shell company transactions.

 

 

 

 

Not applicable.

(d)     Exhibits.

 

 

 

The following exhibits are filed or furnished, depending on the relative item requiring such exhibit, in accordance with the provisions of Item 601 of Regulation S-K and Instruction B.2 to this form.

 

Exhibit
Number

 

Description of Exhibit

 

 

 

10.1

 

First Amendment to Employment Agreement by and between Hilltop Holdings Inc. and Todd L. Salmans, dated as of November 8, 2017.

 

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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.

 

 

 

Hilltop Holdings Inc.,

 

 

a Maryland corporation

 

 

 

 

 

 

 

Date:

November 13, 2017

By:

/s/ COREY PRESTIDGE

 

 

Name:

Corey G. Prestidge

 

 

Title:

Executive Vice President, General Counsel & Secretary

 

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Section 2: EX-10.1 (EX-10.1)

EXHIBIT 10.1

 

FIRST AMENDMENT

TO

EMPLOYMENT AGREEMENT

 

THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of November 8, 2017, by and between Hilltop Holdings Inc. (“Company”), on behalf of itself and all of its subsidiaries (collectively, “Employer”), and Todd L. Salmans (“Executive”).  Each initially capitalized term used, but not otherwise defined herein, shall have the meanings assigned to it in the Employment Agreement (hereinafter defined).

 

RECITALS:

 

WHEREAS, Company and Executive are parties to that certain Employment Agreement, dated as of December 4, 2014 (the “Employment Agreement”); and

 

WHEREAS, Company and Executive desire to amend the Employment Agreement to the extent provided in this Amendment.

 

AGREEMENT:

 

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained in this Amendment and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

 

1.                                      Amendment to the Employment Agreement.  Section 4 of the Employment Agreement is hereby deleted in its entirety and replaced with the following:

 

“4.                                                        Term of Agreement.  This Agreement shall become effective and binding immediately upon its execution and shall remain in effect until December 31, 2019 (the “Term Date”).  Unless Employer and Executive agree in writing to extend the term of this Agreement at any time on or before the Term Date, this Agreement shall expire on the Term Date.”

 

2.                                      Miscellaneous.

 

(a)                                 Effect of Amendment.  Each of Company and Executive hereby agree and acknowledge that, except as expressly provided in this Amendment, the Employment Agreement remains in full force and effect and has not been modified or amended in any respect, it being the intention of each of Company and Executive that this Amendment and the Employment Agreement be read, construed and interpreted as one and the same instrument.  To the extent that any conflict exists between this Amendment and the Employment Agreement, the terms of this Amendment shall control and govern.

 

(b)                                 Counterparts.  This Amendment may be executed in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.  For purposes of determining whether a party has signed this Amendment or any document contemplated hereby or any amendment or waiver hereof, only a handwritten original signature on a paper document or a facsimile or portable document format (pdf) copy of such a handwritten original signature shall constitute a signature, notwithstanding any law relating to or enabling the creation, execution or delivery of any contract or signature by electronic means.

 



 

IN WITNESS WHEREOF, each of Company and Executive has executed this Amendment as of the day and year first above written.

 

COMPANY:

 

EXECUTIVE:

 

 

 

Hilltop Holdings Inc.

 

 

 

 

 

 

 

 

 

By:

/s/ ALAN B. WHITE

 

/s/ TODD L. SALMANS

Name:

Alan B. White

 

Name: Todd L. Salmans

Title:

Co-Chief Executive Officer

 

 

 

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