Heartland Financial USA Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
$HTLF
Major Banks
Finance
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 27, 2024
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In connection with the previously announced Agreement and Plan of Merger (the “Merger Agreement”), by and among Heartland Financial USA, Inc., a Delaware corporation (the “Company”), UMB Financial Corporation, a Missouri corporation (“UMB”), and Blue Sky Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of UMB, certain named executive officers of the Company (the “Affected Executives”) may become entitled to payments and benefits that may be treated as “excess parachute payments” within the meaning of Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended (“Sections 280G and 4999”). To mitigate the potential adverse impact of Sections 280G and 4999 on the Company and the Affected Executives, on December 27, 2024, the Company and each Affected Executive entered into a letter agreement (a “Repayment Agreement”) providing for the acceleration of certain payments into 2024, as described further below. As a condition to the accelerated payments, each Affected Executive is required to execute a release of claims in favor of the Company and UMB and their affiliates and to execute a confidentiality and nonsolicitation agreement. The Repayment Agreements also provide that if payments to an Affected Executive become subject to Sections 280G and 4999, such payments will be reduced if such reduction would leave the Affected Executive better off on an after-tax basis.
The Repayment Agreements with Bruce Lee and Kevin Thompson provide for the payment in 2024 of a portion of their respective 2024 annual bonuses in the following amounts: Mr. Lee, $696,500; and Mr. Thompson, $400,000. The accelerated amounts must be repaid if the Affected Executive’s employment is terminated by the Company for cause or by the Affected Executive without good reason prior to the earlier of the closing of the transactions contemplated by the Merger Agreement (the “Closing”) and January 31, 2025 or if the Affected Executive fails to execute or revokes the release of claims.
The Repayment Agreements with Jay Kim and Kevin Quinn provide for the payment in 2024 of (a) a portion of their respective 2024 annual bonuses and (b) a portion of the cash severance that would be payable to them in connection with their expected termination without cause upon the Closing in the following amounts: Mr. Kim, $1,024,922; and Mr. Quinn, $1,122,326. The accelerated bonus amounts must be repaid if the Affected Executive’s employment is terminated by the Company for cause or by the Affected Executive without good reason prior to the earlier of the Closing and January 31, 2025. The accelerated severance amounts must be repaid if (i) the Affected Executive’s employment is terminated by the Company for cause or by the Affected Executive’s without good reason prior to the Closing, (ii) the Affected Executive otherwise would not be entitled to receive or retain the severance amount in accordance with the terms of his existing change of control agreement with the Company, (iii) the Merger Agreement is terminated without Closing, (iv) the Affected Executive fails to execute or revokes the release, or (v) unless waived by UMB, the Affected Executive does not experience a severance-qualifying termination of employment under his existing change of control agreement with the Company within 24 months following the Closing.
The foregoing description of the Repayment Agreements with the Affected Executives does not purport to be complete and each is qualified in its entirety by reference to the full text thereof, which are attached hereto as Exhibits 10.1, 10.2, 10.3 and 10.4, and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
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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.
| Date: December 30, 2024 | HEARTLAND FINANCIAL USA, INC. | ||||||||||
| By: | /s/ Kevin L. Thompson | ||||||||||
| Kevin L. Thompson | |||||||||||
| Executive Vice President | |||||||||||
| Chief Financial Officer | |||||||||||