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): February 12, 2024
LIVE OAK BANCSHARES, INC. | ||
(Exact name of registrant as specified in its charter) |
North Carolina | 001-37497 | 26-4596286 | ||||||||||||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
1741 Tiburon Drive, | Wilmington, | NC | 28403 | |||||||||||
(Address of principal executive offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (910) 790-5867
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 | ||||||
Voting Common Stock, no par value per share | LOB | New York Stock Exchange LLC |
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. o
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On February 15, 2024, Casey S. Crawford informed the Board of Directors of Live Oak Bancshares, Inc. (the “Company”) and Live Oak Banking Company, the wholly owned bank subsidiary of the Company, that he will be resigning as a director of each, effective immediately. Mr. Crawford’s retirement is not because of any disagreement with the Company on any matter relating to the Company's operations, policies or practices.
(e) On February 12, 2024, the Compensation Committee (“the Committee”) of the Board of Directors of the Company, approved restricted stock unit (“RSU”) awards to certain named executive officers of the Company under the Company’s 2015 Omnibus Stock Incentive Plan (the “Plan”), as amended. Each RSU represents a right to receive one share of the Company’s voting common stock upon vesting, subject to the terms and conditions described below.
Renato Derraik, Chief Information and Digital Officer of Live Oak Banking Company, the Company’s wholly owned subsidiary (the “Bank”) received an RSU award representing 21,281 shares of the Company’s voting common stock. William C. Losch, III, President, received an RSU award representing 55,082 shares of the Company’s voting common stock. Walter J. Phifer, Chief Financial Officer & Treasurer, received an RSU award representing 10,015 shares of the Company’s voting common stock. Gregory W. Seward, Chief Risk Officer and General Counsel, received an RSU award representing 13,770 shares of the Company’s voting common stock. Steven J. Smits, Chief Credit Officer received an RSU award representing 13,144 shares of the Company’s voting common stock. Each RSU award will vest in five equal annual installments beginning on February 12, 2025. If the grantee’s employment terminates for any reason (other than under certain circumstances following a Corporate Transaction, as such term is defined in the Plan) before February 12, 2029, all unvested RSUs will be forfeited.
Mr. Losch also received an RSU award representing 250,000 shares of the Company’s voting common stock in connection with his promotion to President of the Company and the Bank. This award will vest in five equal annual installments beginning on August 25, 2024, the first anniversary of his promotion as President of the Bank. If Mr. Losch’s employment terminates for any reason (other than under certain circumstances following a Corporate Transaction, as such term is defined in the Plan) before August 25, 2028, all unvested RSUs will be forfeited.
With respect to James S. Mahan III, the Company’s Chairman and Chief Executive Officer, the Committee believes Mr. Mahan’s interests are aligned with those of our shareholders to a substantial degree due to his long-standing and substantial stock ownership in the Company. The Committee has not awarded Mr. Mahan any equity-based awards since our initial public offering in July 2015.
The foregoing description of the RSU awards do not purport to be complete and are qualified in their entirety by reference to the form of the applicable RSU award agreements, a copy of which is filed as Exhibit 99.1 hereto and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number | Description | |||||||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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 thereunto duly authorized.
LIVE OAK BANCSHARES, INC. | ||||||||
Date: February 16, 2024 | By: | /s/ Gregory W. Seward | ||||||
Gregory W. Seward General Counsel & Chief Risk Officer |
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