0001137547-17-000040.txt : 20171129 0001137547-17-000040.hdr.sgml : 20171129 20171129172607 ACCESSION NUMBER: 0001137547-17-000040 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20171128 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20171129 DATE AS OF CHANGE: 20171129 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNITED SECURITY BANCSHARES CENTRAL INDEX KEY: 0001137547 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 912112732 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-32897 FILM NUMBER: 171229362 BUSINESS ADDRESS: STREET 1: 2126 INYO STREET CITY: FRESNO STATE: CA ZIP: 93721 BUSINESS PHONE: 5592484930 MAIL ADDRESS: STREET 1: 2126 INYO STREET CITY: FRESNO STATE: CA ZIP: 93721 8-K 1 a8-kubfo11282017.htm 8-K 11282017 MAHMOODTKACZ Document


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

November 28, 2017
Date of Report (Date of earliest event reported)

UNITED SECURITY BANCSHARES
(Exact Name of Registrant as Specified in its Charter)

California
(State or Other Jurisdiction of Incorporation)
000-32987
 
91-2112732
(Commission File Number)
 
(I.R.S. Employer Identification No.)
 
 
 
2126 Inyo Street, Fresno, California
 
93721
(Address of principal executive offices)
 
(Zip Code)

559-248-4943
(Registrant's Telephone Number, Including Area Code)

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company o 

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 (b) Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

On November 28, 2017, the Board of Directors of United Security Bancshares (the "Company") and United Security Bank (the "Bank"), voted to increase the size of their respective Boards from ten directors to eleven directors and appointed Nabeel Mahmood and Brian Tkacz as members of their respective Boards, effective immediately. Mr. Mahmood was also appointed to the Audit Committee of the Company’s Board of Directors and Mr. Tkacz was appointed to the Risk Management Committee of the Bank’s Board of Directors.

Mr. Mahmood brings over 18 years of executive level information technology experience to the Board. He currently serves as the Chief Information Technology Officer of Maxco and was the previous Chief Information Technology Officer of KamWay.
Mr. Tkacz currently serves as the Director of Information Technology at Markel Corporation. Previous to this, Mr. Tkacz was a Director of Consumer Lending at Capital One. Mr. Tkacz holds an MBA from the Darden Graduate School of Business, University of Virginia and a B.S. in Managerial Economics from Cornell University.
Both Mr. Mahmood and Mr. Tkacz will participate in the Company’s standard independent director compensation program which provides for cash compensation for committee attendance, premiums for serving as chairs of certain committees, and equity grants in the form of stock options. Cash compensation includes $1,300 per monthly Board meeting and an additional $200 per committee meeting, except loan committee meetings, where the cash compensation is $300 per loan committee meeting attended. In addition, both Mr. Mahmood and Mr. Tkacz will be eligible to participate in the Company’s 2015 Equity Incentive Award Plan and receive nonqualified stock options, restricted stock awards, and restricted stock units, if and when duly approve by the Company’s Board.
Since the beginning of the Company’s last fiscal year through the present, there have been no transactions with the Company, and there are currently no proposed transactions with the Company, in which the amount involved exceeds $120,000 and in which either Mr. Mahmood or Mr. Tkacz had or will have a direct or indirect material interest within the meaning of Item 404(a) of Regulation S-K.
No arrangement or understanding exists between either Mr. Mahmood or Mr. Tkacz and any other person pursuant to which either of them was selected as a director of the Company and Bank.
The Company’s press release announcing the appointments of Mr. Mahmood and Mr. Tkacz is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01     Financial Statements and Exhibits.
(d) Exhibits.

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.

 
 
 
UNITED SECURITY BANCSHARES
 
 
 
 
Date:
November 29, 2017
 
By: /s/ Bhavneet Gill
 
 
 
Bhavneet Gill
 
 
 
Senior Vice President & Chief Financial Officer


EX-99.1 2 ex991mahmoodtkacz11282017.htm EXHIBIT 99.1 11282017 MAHMOODTKACZ Exhibit


EXHIBIT 99.1
United Security Bancshares Appoints Two New Members to Board of Directors
FRESNO, CA, November 29, 2017. United Security Bancshares (http://www.unitedsecuritybank.com/) (Nasdaq Global Select: UBFO) announced the appointment of Nabeel Mahmood and Brian Tkacz to the Company's Board of Directors. Mr. Mahmood and Mr. Tkacz will also serve on the Board of United Security Bank, a wholly-owned subsidiary of United Security Bancshares.
Dennis R. Woods, President and Chief Executive Officer of the Company, stated “We are delighted to welcome Brian and Nabeel to our Board and look forward to the fresh perspectives they will bring to our meetings. Both are highly qualified and have an extensive background in information technology which complements the knowledge and experience of our current Board."
Nabeel Mahmood brings over 18 years of executive level information technology experience to the Board. Nabeel is the current Chief Information Technology Officer for Maxco and was previously the Chief Information Officer for KamWay.
Brian Tkacz graduated from Cornell University, and later earned his MBA at the University of Virginia, Darden Graduate School of Business. Brian is currently the Director of Information Technology for Markel Corporation and was previously the Director of Consumer Lending for Capital One.
Mr. Mahmood has been appointed to the Company's Audit Committee and Mr. Tkacz has been appointed to the Bank's Risk Management Committee.

United Security Bancshares (NASDAQ: UBFO) is the holding company for United Security Bank, which was founded in 1987. United Security Bank is headquartered in Fresno and operates 11 full-service branch offices in Fresno, Bakersfield, Campbell, Caruthers, Coalinga, Firebaugh, Oakhurst, San Joaquin, and Taft. Additionally, United Security Bank operates Commercial Real Estate Construction, Commercial Lending, Consumer Lending, and Financial Services departments. For more information, please visit www.unitedsecuritybank.com.

FORWARD-LOOKING STATEMENTS
This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended and the Company intends such statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on management’s knowledge and belief as of today and include information concerning the Company’s possible or assumed future financial condition, and its results of operations, business and earnings outlook. These forward-looking statements are subject to risks and uncertainties. A number of factors, some of which are beyond the Company’s ability to control or predict, could cause future results to differ materially from those contemplated by such forward-looking statements. These factors include (1) changes in interest rates, (2) significant changes in banking laws or regulations, (3) increased competition in the company’s market, (4) other-than-expected credit losses, (5) earthquake or other natural disasters impacting the condition of real estate collateral, (6) the effect of acquisitions and integration of acquired businesses, (7) the impact of proposed and/or recently adopted changes in laws, and regulations on the Company and its business; (8) changing bank regulatory conditions, policies, whether arising as new legislation or regulatory initiatives or changes in our regulatory classifications, that could lead to restrictions on activities of banks generally or as to the Bank, including specifically the formal order between the Federal Reserve Bank of San Francisco and the Company and the Bank, (9) failure to comply with the written regulatory agreement under which the Company is subject and (10) unknown economic impacts caused by the State of California’s budget issues, including the effect on Federal spending do to sequestration required by the Budget Control Act of 2011. Management cannot predict at this time the severity or duration of the effects of the recent business slowdown on the Company's specific business activities and profitability. Weaker or a further decline in capital and consumer spending, and related recessionary trends could adversely affect the Company's performance in a number of ways including decreased demand for our products and services and increased credit losses. Likewise, changes in interest rates, among other things, could slow the rate of growth or put pressure on current deposit levels and affect the ability of borrowers to repay loans. Forward-looking statements speak only as of the date they are made, and the Company does not undertake to update forward-looking statements to reflect circumstances or events that occur after the date the statements are made, or to update earnings guidance including the factors that influence earnings. For a more complete discussion of these risks and uncertainties, see the Company’s Annual Report on Form 10-K for the year ended December 31, 2016, and particularly the section of Management’s Discussion and Analysis. Readers should carefully review all disclosures the Company files from time to time with the Securities and Exchange Commission ("SEC").