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TBK Triumph Bancorp

Filed: 27 Apr 21, 4:16pm

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): April 27, 2021
TRIUMPH BANCORP, INC.
(Exact name of registrant as specified in its charter)
Texas
(State or Other Jurisdiction
of Incorporation)
001-36722
(Commission
File Number)
20-0477066
(IRS Employer
Identification No.)
12700 Park Central Drive, Suite 1700,
Dallas, Texas
(Address of Principal Executive Offices)
 
75251
(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 Instructions 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 classTrading
Symbol(s)
Name of each exchange on which registered
Common stock, par value $0.01 per shareTBKNASDAQ Global Select Market
Depositary Shares Each Representing a 1/40th Interest in a Share of 7.125% Series C Fixed-Rate Non-Cumulative Perpetual Preferred StockTBKCPNASDAQ 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 April 27, 2021 (the “Annual Meeting”), the Company’s stockholders approved the Second Amendment (the “Amendment”) to the Company’s 2014 Omnibus Incentive Plan ( the “Plan”), which Amendment (i) increases the total number of shares of the Company’s common stock available for issuance under the Plan by 450,000 shares, (ii) extends the expiration date of the Plan to March 16, 2031, and (iii) imposes a prohibition on the payment of dividends on shares of unvested restricted stock, other than dividends or dividend equivalents subject to the same time and/or performance-based vesting conditions applicable to the underlying award and paid, if vested, at the same time as the underlying award.
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 elect the following Directors of the Company for a one-year term that will expire at the 2022 Annual Meeting of Stockholders or until their respective successors have been elected and qualified. Final voting results were as follows:
Name of NomineeVotes ForVotes AgainstVotes WithheldBroker Non-Votes
Carlos M. Sepulveda, Jr. 20,218,945 126,838 1,261 1,491,653 
Aaron P. Graft 20,218,945 126,838 1,261 1,491,653 
Charles A. Anderson 20,158,914 186,666 1,464 1,491,653 
Richard L. Davis 20,178,693 166,887 1,464 1,491,653 
Michael P. Rafferty 20,268,939 11,292 66,813 1,491,653 
C. Todd Sparks 20,150,143 130,088 66,813 1,491,653 
Debra Bradford 20,271,173 9,058 66,813 1,491,653 
Laura Easley 20,268,836 11,395 66,813 1,491,653 
Frederick Perpall20,226,119 54,112 66,813 1,491,653 
Maribess Miller20,266,493 13,738 66,813 1,491,653 
(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 For19,892,940 
Votes Against452,165 
Abstentions1,939 
Broker Non-Votes1,491,653 
(3)To approve the Second Amendment to the Triumph Bancorp, Ins. 2014 Omnibus Incentive Plan. Final voting results were as follows:
Votes For19,253,505 
Votes Against1,092,125 
Abstentions1,414 
Broker Non-Votes1,491,653 



(4)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 For21,763,765 
Votes Against74,085 
Abstentions847 
Item 9.01.Financial Statements and Exhibits
(d)Exhibits.
ExhibitDescription
10.1
104Cover Page Interactive Data File (embedded within the Inline XBRL document)



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: April 27, 2021