First US Bancshares Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Leadership Update, Other Events, Financial Statements and Exhibits
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement. |
The information set forth in Item 5.02(d)(5) of this Current Report on Form 8-K with respect to the Director Indemnification Agreement, dated as of November 20, 2024 (the “Indemnification Agreement”), by and between First US Bancshares, Inc. (the “Company”) and each of Staci M. Pierce and Tracy E. Thompson, is incorporated by reference into this Item 1.01.
Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(d) Election of Staci M. Pierce and Tracy E. Thompson to the Board of Directors
On November 20, 2024, the Board of Directors (the “Board”) of the Company, upon the recommendation of the Board’s Nominating and Corporate Governance Committee, voted unanimously to increase the size of the Board from ten (10) to twelve (12) directors and to elect Staci M. Pierce and Tracy E. Thompson to fill the two vacancies created by the increase in the size of the Board, effective as of November 20, 2024. The Board appointed Ms. Pierce to serve on the Compensation Committee of the Board. Both Ms. Pierce and Mr. Thompson will also serve on the Board of Directors of First US Bank, the Company’s wholly owned banking subsidiary (the “Bank”). The Board of Directors of the Bank (the “Bank Board”) appointed Ms. Pierce and Mr. Thompson to serve on the Directors’ Loan Committee of the Bank Board. Additionally, the Board created the Tennessee New Business Committee of the Bank Board and appointed Mr. Thompson to serve as chair of this new committee.
There are no arrangements or understandings between either Ms. Pierce or Mr. Thompson and any other person pursuant to which either of them was appointed to the positions with the Company and the Bank described above. The Board has affirmatively determined that each of Ms. Pierce and Mr. Thompson is independent under Nasdaq listing standards and is otherwise qualified to serve on the Boards and the committees to which each of them has been appointed. Each of the new directors will receive the compensation described in Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2024, filed with the Securities and Exchange Commission (the “SEC”) on August 9, 2024; provided, however, that the compensation of the Company’s directors may be adjusted by the Board from time to time. Each of the new directors will also be eligible to receive awards under the Company’s 2023 Incentive Plan.
The Bank has banking transactions in the ordinary course of the Bank’s business with Ms. Pierce, Mr. Thompson and each of their family members and entities with which they are associated. All loans by the Bank in which Ms. Pierce, Mr. Thompson or any “related person” within the meaning of Item 404(a) of Regulation S-K of the SEC has or will have a direct or indirect material interest since the beginning of fiscal year 2023 (a) were made in the ordinary course of business; (b) were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to the Bank; and (c) did not involve more than the normal risk of collectability or present other unfavorable features.
(d)(5) Director Indemnification Agreement
On November 20, 2024, the Company entered into the Indemnification Agreement with each of Ms. Pierce and Mr. Thompson (each, a “Director”) in connection with the Director’s membership on the Board of the Company. The Indemnification Agreement is substantially similar to the Director Indemnification Agreements previously entered into between the Company and each of its other current directors.
In general, the Indemnification Agreement provides that the Company will, to the extent permitted by applicable law and subject to certain limitations, indemnify the Director against all expenses, judgments, fines, and penalties actually and reasonably incurred by the Director in connection with the defense or settlement of any civil, criminal, administrative, or investigative action, suit, or proceeding brought against the Director or in which the Director otherwise becomes involved by reason of the Director’s relationship with the Company. The Indemnification Agreement provides for indemnification rights regarding third-party proceedings and proceedings brought by or in the right of the Company. Additionally, the Indemnification Agreement provides for the advancement of expenses incurred by the Director in connection with any proceeding covered by the Indemnification Agreement, provided that the Director must undertake in writing to repay any such amounts to the extent that it is determined that the Director is not entitled to indemnification.
No payments pursuant to the Indemnification Agreement are available (i) to indemnify or advance expenses with respect to proceedings initiated or brought voluntarily by the Director and not by way of defense, subject to certain exceptions; (ii) to indemnify the Director for expenses, judgments, fines, or penalties sustained in any proceeding for which payment is actually made to the Director under a valid and collectible insurance policy, except in respect of any excess beyond the amount of such insurance payment; (iii) to indemnify the Director for any expenses, judgments, fines, or penalties sustained in any proceeding for an accounting of profits made from the purchase or sale by the Director of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended, the rules and regulations thereunder and amendments thereto, or similar provisions of any federal,
state, or local statutory law; (iv) to indemnify the Director for any expenses, judgments, fines, or penalties resulting from the Director’s conduct that is finally adjudged to have been willful misconduct, knowingly fraudulent, or deliberately dishonest; or (v) in the event that a court of competent jurisdiction finally determines that such payment is unlawful.
The Indemnification Agreement does not exclude any other rights to indemnification or advancement of expenses to which the Director may be entitled, including any rights arising under the Company’s Certificate of Incorporation, Bylaws, any other agreement, any vote of the Company’s stockholders or disinterested directors, the Delaware General Corporation Law, or otherwise. The Indemnification Agreement also contains various representations and covenants by the Company as to the maintenance of directors and officers liability insurance.
The foregoing description of the Indemnification Agreement does not purport to be complete and is qualified in its entirety by reference to the Form of Director Indemnification Agreement, a copy of which is attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 30, 2009 and incorporated herein by reference.
Item 8.01 Other Events. |
On November 20, 2024, the Company issued a press release announcing the election of Ms. Pierce and Mr. Thompson to the Boards of Directors of the Company and the Bank, which press release contains additional biographical information about Ms. Pierce and Mr. Thompson. A copy of the press release is attached hereto as Exhibit 99.1.
Item 9.01 |
Financial Statements and Exhibits. |
(d) |
Exhibits. |
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Exhibit Number |
Exhibit |
10.1 |
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99.1 |
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104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
Dated: November 20, 2024 |
FIRST US BANCSHARES, INC. |
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By: |
/s/ James F. House |
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Name: |
James F. House |
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President and Chief Executive Officer |