UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 203.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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 April 24, 2020, First Financial Bankshares, Inc. (the “Company”) announced the appointment of James R. Gordon as Executive Vice President and Chief Financial Officer effective on or about May 15, 2020. Mr. Gordon will succeed J. Bruce Hildebrand who previously announced his retirement. Mr. Hildebrand will continue to serve as Chief Financial Officer until his retirement. Mr. Hildebrand’s retirement is not the result of any disagreement with the Company on any matter related to the operations, policies or practices of the Company.
Prior to this selection, Mr. Gordon served from 2016 to 2020 as Chief Financial Officer of FB Financial Corporation and FirstBank based in Nashville, Tennessee. Mr. Gordon, who is 54 years old, has had an extensive career in banking.
There is no arrangement or understanding between Mr. Gordon and any other persons in connection with Mr. Gordon’s appointment as Chief Financial Officer, and Mr. Gordon has no family relationship with any director or executive officer of the Company. Mr. Gordon has no direct or indirect material interest in any transaction with the Company that is reportable under Item 404(a) of Regulation S-K, nor have any such transactions been proposed.
As part of his executive compensation package, Mr. Gordon is entitled to receive an initial annual base salary of $600,000 and he will receive a signing bonus of $125,000. Mr. Gordon will also receive a restricted stock grant of $200,000 effective as of his start date that will vest on the first anniversary thereof. He is eligible to participate in the management bonus program, incentive stock plan, profit sharing plan, and the make whole plan. The Company will also reimburse Mr. Gordon for his moving expenses to Abilene.
Mr. Gordon will also enter into a Change of Control/Executive Recognition Agreement (“Executive Recognition Agreement”) with the Company. The Executive Recognition Agreement provides for the payment of severance, generally in the form of a lump sum cash payment equal to 208% of Mr. Gordon’s annual base salary immediately preceding the date of termination in the event that Mr. Gordon’s employment terminates, including for “good reason” and other than as a result of “disability,” “death,” “retirement” or for “cause,” as each are defined in the Executive Recognition Agreement, and his separation from service occurs within two years after a change of control of the Company. The foregoing is a summary and is subject in all respects to the terms and conditions of the Executive Recognition Agreement.
| ITEM 7.01 | REGULATION FD DISCLOSURE. |
On April 24, 2020, the Company issued a press release announcing the selection of James R. Gordon as Chief Financial Officer as discussed above. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
As provided in General Instruction B.2 to Form 8-K, the information furnished in Exhibit 99.1 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and such information shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
| (d) | Exhibits. The following is an exhibit to this Current Report on Form 8-K: |
| Exhibit |
Description of Exhibit | |||
| 99.1 |
Press Release issued by First Financial Bankshares, Inc., dated April 24, 2020. | |||
| 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 hereto duly authorized.
| FIRST FINANCIAL BANKSHARES, INC. | ||||||
| (Registrant) | ||||||
| DATE: April 24, 2020 |
By: |
/s/ F. Scott Dueser | ||||
| F. SCOTT DUESER | ||||||
| President and Chief Executive Officer |
Exhibit 99.1
| For immediate release | For more information: | |
| F. Scott Dueser, Chairman, President & CEO of | ||
| First Financial Bankshares, Inc., 325.627.7155 |
FIRST FINANCIAL BANKSHARES ANNOUNCES ELECTION OF JAMES R. GORDON AS CHIEF FINANCIAL OFFICER
ABILENE, Texas, April 24, 2020 – — First Financial Bankshares, Inc. (NASDAQ: FFIN) announced the selection of James R. Gordon as Executive Vice President and Chief Financial Officer to replace J. Bruce Hildebrand upon his previously announced retirement in August 2020. Mr. Hildebrand will assist Mr. Gordon for several months to assure a smooth transition of his responsibilities.
“We are delighted to welcome James to the Company’s executive management team and to Abilene,” said F. Scott Dueser, Chairman, President and CEO. “James’s vast banking, accounting and public company knowledge, experience, and expertise, especially in banks larger than $10 billion will be instrumental in helping us cross the $10 billion threshold.”
Mr. Gordon most recently served as Chief Financial Officer of FB Financial Corporation, a publicly traded bank holding company, based in Nashville, Tennessee. He has extensive banking and public accounting experience. Other banking experience includes Union Planters Corporation, National Commerce Financial Corporation and The South Financial Group. His public accounting experience includes serving as an assurance and advisory services partner with PricewaterhouseCoopers, BDO and HORNE, primarily serving the financial services industry. He is a graduate of The University of Mississippi. He and his wife, Joy, have five children.
About First Financial Bankshares
Headquartered in Abilene, Texas, First Financial is a financial holding company that through its subsidiary, First Financial Bank, N.A., operates multiple banking regions with 78 locations in Texas, including Abilene, Acton, Albany, Aledo, Alvarado, Beaumont, Boyd, Bridgeport, Brock, Bryan, Burleson, Cisco, Cleburne, Clyde, College Station, Conroe, Cut and Shoot, Decatur, Eastland, El Campo, Fort Worth, Fulshear, Glen Rose, Granbury, Grapevine, Hereford, Huntsville, Keller, Kingwood, Magnolia, Mauriceville, Merkel, Midlothian, Mineral Wells, Montgomery, Moran, New Waverly, Newton, Odessa, Orange, Palacios, Port Arthur, Ranger, Rising Star, Roby, San Angelo, Southlake, Stephenville, Sweetwater, Tomball, Trent, Trophy Club, Vidor, Waxahachie, Weatherford, Willis, and Willow Park. The Company also operates First Financial Trust & Asset Management Company, N.A., with nine locations and First Technology Services, Inc., a technology operating company.
The Company is listed on The NASDAQ Global Select Market under the trading symbol FFIN. For more information about First Financial Bankshares, please visit our website at http://www.ffin.com.
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Certain statements contained herein may be considered “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. These statements are based upon the belief of the Company’s management, as well as assumptions made beyond information currently available to the Company’s management, and may be, but not necessarily are, identified by such words as “expect”, “plan”, “anticipate”, “target”, “forecast” and “goal”. Because such “forward-looking statements” are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially from the Company’s expectations include competition from other financial institutions and financial holding companies; the effects of and changes in trade, monetary and fiscal policies and laws, including interest rate policies of the Federal Reserve Board; changes in the demand for loans; fluctuations in value of collateral and loan reserves; inflation, interest rate, market and monetary fluctuations; changes in consumer spending, borrowing and savings habits; and acquisitions and integration of acquired businesses, and similar variables. Other key risks are described in the Company’s reports filed with the Securities and Exchange Commission, which may be obtained under “Investor Relations-Documents/Filings” on the Company’s Web site or by writing or calling the Company at 325.627.7155. Except as otherwise stated in this news announcement, the Company does not undertake any obligation to update publicly or revise any forward-looking statements because of new information, future events or otherwise.
Document and Entity Information |
Apr. 24, 2020 |
|---|---|
| Cover [Abstract] | |
| Entity Registrant Name | FIRST FINANCIAL BANKSHARES INC |
| Amendment Flag | false |
| Entity Central Index Key | 0000036029 |
| Document Type | 8-K |
| Document Period End Date | Apr. 24, 2020 |
| Entity Incorporation State Country Code | TX |
| Entity File Number | 0-7674 |
| Entity Tax Identification Number | 75-0944023 |
| Entity Address, Address Line One | 400 Pine Street |
| Entity Address, City or Town | Abilene |
| Entity Address, State or Province | TX |
| Entity Address, Postal Zip Code | 79601 |
| City Area Code | (325) |
| Local Phone Number | 627-7155 |
| Written Communications | false |
| Entity Emerging Growth Company | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common Stock, $0.01 par value |
| Trading Symbol | FFIN |
| Security Exchange Name | NASDAQ |