Live Oak Bancshares Inc. filed SEC Form 8-K: Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits
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Major Banks
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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): August 6, 2024
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Item 4.01. Changes in Registrant’s Certifying Accountant.
On August 6, 2024, the Audit Committee of Live Oak Bancshares, Inc. (the “Company”) approved the appointment of KPMG LLP as the Company’s independent registered public accounting firm to audit its consolidated financial statements for 2024 subject to completion of KPMG LLP’s standard client acceptance procedures and execution of an engagement letter. KPMG LLP will replace Forvis Mazars, LLP, which audited the Company’s consolidated financial statements for 2023 and was dismissed as the Company’s independent registered public accounting firm on August 6, 2024. The change in accountants was approved by the Company’s Audit Committee following a competitive proposal process.
During 2023 and 2022, and through the date of the Audit Committee’s action to approve the appointment of KPMG LLP, neither the Company, nor anyone on its behalf, consulted with KPMG LLP regarding (a) either the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, or (b) any matter that was either the subject of a “disagreement,” as described in Item 304(a)(1)(iv) of Regulation S-K, or any “reportable events,” as defined in Item 304(a)(1)(v) of SEC Regulation S-K.
In connection with Forvis Mazars, LLP’s audits during the two years ended December 31, 2023 and 2022, and through the date of the Audit Committee’s action dismissing Forvis Mazars, LLP, there have been no (a) disagreements with Forvis Mazars, LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to Forvis Mazars, LLP’s satisfaction, would have caused it to make reference to the subject matter of the disagreement in connection with its reports on the Company’s consolidated financial statements, or (b) any “reportable events” requiring disclosure pursuant to Item 304(a)(1)(v) of Securities and Exchange Commission (“SEC”) Regulation S-K.
Forvis Mazars, LLP’s audit report on the Company’s consolidated financial statements as of and for the years ended December 31, 2023 and 2022 did not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.
Before filing this Current Report on Form 8-K with the SEC, the Company provided Forvis Mazars, LLP with a copy of the disclosures contained in this Item 4.01. The Company has requested that Forvis Mazars, LLP issue a letter, addressed to the SEC, stating whether or not Forvis Mazars, LLP agrees with the statements contained in this Item 4.01. A copy of Forvis Mazars, LLP’s letter dated August 9, 2024, addressed to the SEC, is filed as Exhibit 16.1 to this Current Report on Form 8-K.
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: August 9, 2024 | By: | /s/ Gregory W. Seward | ||||||
| Gregory W. Seward General Counsel & Chief Risk Officer | ||||||||
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