8-K

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

December 15, 2022

Date of Report

(Date of Earliest Event Reported)

Synovus Financial Corp.

(Exact Name of Registrant as Specified in its Charter)

Georgia	1-10312	58-1134883
(State of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1111 Bay Avenue, Suite 500, Columbus, Georgia 31901

(Address of principal executive offices) (Zip Code)

(706) 641-6500

(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:

    ☐    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-2(b))

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, $1.00 Par Value	SNV	New York Stock Exchange
Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series D	SNV-PrD	New York Stock Exchange
Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series E	SNV-PrE	New York Stock Exchange

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. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 15, 2022, the Board of Directors of Synovus Financial Corp. (the “Company”) appointed Kevin S. Blair, Chief Executive Officer and President of the Company, as the Chairman of the Board, effective as of January 1, 2023. As previously announced, Kessel D. Stelling, Executive Chairman of the Company, will retire from his position and from the Board of Directors as of the close of business on December 31, 2022. Mr. Stelling will continue to serve the Company as an advisor. Mr. Blair will not receive any additional compensation for serving as Chairman of the Board.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01	Financial Statements and Exhibits
	(d)	Exhibits
	Exhibit No.	Description
	99.1	Synovus press release dated December 15, 2022.

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, Synovus has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SYNOVUS FINANCIAL CORP.
Date: December 15, 2022	By: /s/ Allan E. Kamensky
	Name: Allan E. Kamensky
	Title: Executive Vice President and General Counsel

EX-99.1

Exhibit 99.1

For Immediate Release

Contact:

Audria Belton

media@synovus.com

Kevin Blair to Succeed Kessel Stelling as Synovus Board Chair

COLUMBUS, Ga., Dec. 15, 2022 – Synovus Financial Corp. (NYSE:SNV) today announced the appointment of President and Chief Executive Officer Kevin Blair to chairman of the board, effective Jan. 1, 2023. Blair succeeds Kessel D. Stelling, who is retiring as chairman on Dec. 31, 2022, and will continue in an advisory role with the company until Jan. 1, 2025, as previously announced.

Blair has served as president and CEO of Synovus since April 2021. He joined Synovus in 2016 as executive vice president and chief financial officer. Blair was appointed senior executive vice president, chief operating officer in 2018.

“I’m honored to expand my executive responsibilities to include board chair, succeeding a highly respected leader whose legacy is marked by strength, resiliency and a commitment to the continued success of our company and investment in our people,” said Blair. “Kessel has also been instrumental in building a talented, diverseand cohesive board that is deeply committed to strong governance practices. I look forward to the continued work with our directors and executive team to effectively execute our key strategic growth initiatives.”

Stelling was named Synovus president and chief operating officer in February 2010 and president and chief executive officer in October 2010. He has served as chairman of the board since Jan. 1, 2012.

“I have been honored these past 12 years to work alongside an incredible Synovus team and a supportive, engaged board of directors,” said Stelling. “The future of this company remains very bright under the continued capable and visionary leadership of Kevin Blair and the dedicated team caring for our clients and communities every single day.”

Synovus Financial Corp. is a financial services company based in Columbus, Georgia, with approximately $59 billion in assets. Synovus provides commercial and consumer banking and a full suite of specialized products and services, including private banking, treasury management, wealth management, mortgage services, premium finance, asset-based lending, structured lending, capital markets and international banking. Synovus has branches in Georgia, Alabama, South Carolina, Florida and Tennessee. Synovus is a Great Place to Work-Certified Company and is on the web at synovus.com, Twitter, Facebook, LinkedIn and Instagram.

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Cover Page	Dec. 15, 2022
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Dec. 15, 2022
Entity Registrant Name	Synovus Financial Corp.
Entity Incorporation, State or Country Code	GA
Entity File Number	1-10312
Entity Tax Identification Number	58-1134883
Entity Address, Address Line One	1111 Bay Avenue
Entity Address, Address Line Two	Suite 500
Entity Address, City or Town	Columbus
Entity Address, State or Province	GA
Entity Address, Postal Zip Code	31901
City Area Code	706
Local Phone Number	641-6500
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000018349
Amendment Flag	false
Common Stock, $1.00 Par Value
Entity Information [Line Items]
Title of 12(b) Security	Common Stock, $1.00 Par Value
Trading Symbol	SNV
Security Exchange Name	NYSE
Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series D
Entity Information [Line Items]
Title of 12(b) Security	Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series D
Trading Symbol	SNV-PrD
Security Exchange Name	NYSE
Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series E
Entity Information [Line Items]
Title of 12(b) Security	Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series E
Trading Symbol	SNV-PrE
Security Exchange Name	NYSE