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Section 1: 8-K (8-K)

tbk-8k_20190516.htm

 

 

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):  May 16, 2019

 

Triumph Bancorp, Inc.

(Exact name of registrant as specified in its charter)

 

 

Texas

001-36722

20-0477066

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

 

 

 

12700 Park Central Drive, Suite 1700,

Dallas, Texas

 

75251

(Address of Principal Executive Offices)

 

(Zip Code)

 

 

(214) 365-6900

(Registrant’s telephone number, including area code)  

(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-2b)

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

Indicate by check mark whether the registrant is an emerging growth company 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.  

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 $0.01 per share

 

TBK

 

NASDAQ Global Select Market

 

 

 

 


 

 

Item 5.02

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

As described in Item 5.07 below, at the Annual Meeting of Stockholders of Triumph Bancorp, Inc. (the “Company”) held on May 16, 2019 (the “Annual Meeting”), the Company’s stockholders approved the First Amendment (the “Amendment”) to the Company’s 2014 Omnibus Incentive Plan ( the “Plan”), which Amendment (i) increases the total number shares of the Company’s common stock available for issuance under the Plan from 1,200,000 to 2,000,000, (ii) extends the expiration date of the Plan to May 16, 2029, and (iii) imposes a limit of $500,000 on the total aggregate compensation, including awards under the Plan, payable to each non-employee director of the Company during any calendar year.

The description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached hereto as Exhibit 10.1 and incorporated into this Item 5.02 by reference.

Item 5.07.Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, stockholders voted on the following matters:

(1)

To re-elect the four Class II Directors of the Company for a one-year term that will expire at the 2020 Annual Meeting of Stockholders or until their respective successors have been elected and qualified. Final voting results were as follows:

 

 

 

 

 

Votes

 

 

Votes

 

 

Broker

 

Name of Nominee

 

Votes For

 

 

Against

 

 

Withheld

 

 

Non-Votes

 

Douglas M. Kratz

 

 

19,924,827

 

 

 

375,885

 

 

 

3,794

 

 

 

3,538,438

 

Richard L. Davis

 

 

19,588,152

 

 

 

712,681

 

 

 

3,673

 

 

 

3,538,438

 

Michael P. Rafferty

 

 

19,951,753

 

 

 

349,080

 

 

 

3,673

 

 

 

3,538,438

 

C. Todd Sparks

 

 

19,951,031

 

 

 

349,802

 

 

 

3,673

 

 

 

3,538,438

 

(2)

To approve on a non-binding advisory basis the compensation of the Company’s named executive officers as disclosed in the Company’s proxy statement for the Annual Meeting. Final voting results were as follows:

Votes For

 

 

19,968,594

 

Votes Against

 

 

288,784

 

Abstentions

 

 

47,128

 

Broker Non-Votes

 

 

3,538,438

 

(3)

To approve on a non-binding advisory basis the frequency of future say on pay votes. Final voting results were as follows:

One (1) Year

 

 

18,690,063

 

Two (2) Years

 

 

41,081

 

Three (3) Years

 

 

1,359,465

 

Broker Non-Votes

 

 

3,752,335

 

2

 


(4)

To approve the First Amendment to the Triumph Bancorp, Inc. 2014 Omnibus Incentive Plan. Final voting results were as follows:

Votes For

 

 

19,894,701

 

Votes Against

 

 

390,864

 

Abstentions

 

 

18,941

 

Broker Non-Votes

 

 

3,538,438

 

(5)

To approve the Triumph Bancorp, Inc. Employee Stock Purchase Plan. Final voting results were as follows:

Votes For

 

 

20,236,220

 

Votes Against

 

 

49,345

 

Abstentions

 

 

18,941

 

Broker Non-Votes

 

 

3,538,438

 

(6)

To ratify the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the current fiscal year. Final voting results were as follows:

Votes For

 

 

23,738,545

 

Votes Against

 

 

104,132

 

Abstentions

 

 

267

 

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

 

 

 

Exhibit

Description

10.1

First Amendment to Triumph Bancorp, Inc. 2014 Omnibus Incentive Plan


3

 


SIGNATURE

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.

TRIUMPH BANCORP, INC.

 

 

 

 

 

 

 

 

 

 

By:

/s/ Adam D. Nelson

 

 

Name: Adam D. Nelson

Title: Executive Vice President & General Counsel

Date:  May 16, 2019

4

 

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Section 2: EX-10.1 (EX-10.1)

tbk-ex101_10.htm

 

 

 

 

Exhibit 10.1

 

FIRST AMENDMENT TO THE

TRIUMPH BANCORP, INC.

2014 OMNIBUS INCENTIVE PLAN

 

THIS FIRST AMENDMENT (the “Amendment”) to the Triumph Bancorp, Inc. Omnibus Incentive Plan (the “Plan”), is made effective as of May 16, 2019 (the Amendment Effective Date”), by Triumph Bancorp, Inc. (the “Company”), subject to approval by the Company’s shareholders.

W I T N E S S E T H:

 

WHEREAS, Section 11(c) of the Plan provides that the Compensation Committee of the Company’s board of directors (the “Committee”) may amend the Plan, subject to the approval of the Company’s shareholders if such approval is required by the listing standards of the NASDAQ;

 

WHEREAS, the Committee has determined that it is in the best interests of the Company and its shareholders to amend the Plan in order to, among other things, increase the total number of shares of common stock, par value $0.01 per share, of the Company (“Shares”) reserved for delivery with respect to awards under the Plan in order to ensure that sufficient shares of Common Stock are available for future awards and to extend the term of the Plan; and

WHEREAS, the Committee now desires to amend the Plan in the manner contemplated hereby, subject to approval by the Company’s shareholders at the Company’s 2019 Annual Meeting of Stockholders.

NOW, THEREFORE, the Plan shall be amended as of the Amendment Effective Date, subject to approval by the Company’s shareholders, as set forth below:

 

1.Clause (a) of Section 3 of the Plan is hereby deleted in its entirety and replaced with the following:

 

(a)Plan Maximums. The maximum number of Shares that may be granted pursuant to Awards under this Plan shall be 2,000,000 Shares. Subject to the provisions of Section 3(c) (relating to adjustments upon changes in capital structure and other corporate transactions), the maximum number of Shares that may be granted pursuant to Stock Options intended to be Incentive Stock Options shall be 2,000,000 Shares.  Notwithstanding any provision to the contrary in the Plan, for any calendar year, the sum of (i) the grant date fair value of any equity or equity-based Awards granted to a non-employee director of the Company during such calendar year, (ii) the amount of any cash-denominated Awards granted to such non-employee director during such calendar year, and (iii) the amount of cash director fees paid to such non-employee director in respect of such calendar year, shall not exceed $500,000.  The Share limits set forth in this Section 3(a) shall be subject to the provisions of Sections 3(c) (relating to adjustments upon changes in capital structure and other corporate transactions).

2.Clause (b) of Section 11 of the Plan is hereby deleted in its entirety and replaced with the following:

 

(b)Termination.  The Plan will terminate on May 16, 2029.  Awards outstanding as of such date shall not be affected or impaired by the termination of this Plan.

 

3.Clause (e) of Section 14 of the Plan is hereby deleted in its entirety and replaced with “Reserved.”

 

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