8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 of 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) December 8, 2020

Heartland Financial USA, Inc.

(Exact name of Registrant as specified in its charter)

Commission File Number: 001-15393

Delaware	42-1405748
(State or other jurisdiction of incorporation)	(I.R.S. Employer Identification Number)

1398 Central Avenue
Dubuque,	Iowa	52001

(Address of principal executive offices)

(563) 589-2100

(Registrant's telephone number, including area code)

Not Applicable

(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 (see General Instruction A.2 below):

☐    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 Exchange Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $1.00 per share	HTLF	Nasdaq Stock Market
Depositary Shares (each representing 1/400th interest in a share of 7.00% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series E)	HTLFP	Nasdaq Stock Market

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 ☐

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

(d) Director Election

Effective December 8, 2020, the Heartland Financial USA, Inc. (“Heartland”) Board of Directors appointed Christopher S. Hylen as a director. Mr. Hylen will serve as a Class I director until Heartland’s annual meeting of stockholders in 2021 and until his successor is duly elected and qualified, or until his earlier resignation or removal.

Mr. Hylen, age 59, is chief executive officer and a board member of Reltio, Inc., a software as a service company headquartered in Redwood City, California. Mr. Hylen has over 25 years of technology and financial services experience, including as chief executive officer of Imperva and in executive leadership roles at Citrix Systems and Intuit. Mr. Hylen holds a MBA from Harvard Business School and bachelor’s degree in engineering from Widener University.

Mr. Hylen will be an independent director of Heartland.

Mr. Hylen will be entitled to standard compensation as an independent director of Heartland. He will receive an annual grant of restricted stock units in an amount determined by the Compensation, Nominating and Corporate Governance Committee.

A copy of the press release issued by the Company on December 14, 2020, announcing Mr. Hylen's election is attached as Exhibit 99.1.

Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits

    (d) Exhibits.

99.1 Press Release dated December 14, 2020

104    The cover page from this Current Report on Form 8-K, formatted as Inline XBRL

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 14, 2020	HEARTLAND FINANCIAL USA, INC.
	By:	/s/ Bryan R. McKeag
		Bryan R. McKeag
		Executive Vice President
		Chief Financial Officer

EX-99.1

CONTACT:	FOR IMMEDIATE RELEASE
Laura Hughes	December 14, 2020
Executive Vice President
Chief Marketing Officer
(563)589-2148
lhughes@htlf.com

CHRISTOPHER HYLEN JOINS HEARTLAND FINANCIAL USA, INC.

BOARD OF DIRECTORS

DUBUQUE, IA – December 14, 2020 - Heartland Financial USA, Inc. (“Heartland”), a diversified financial services company with 11 community banks in the Midwest, Southwest and Western United States, announced that Christopher S. Hylen will serve as an independent director on the Heartland Board of Directors.

“With more than 25 years of technology and business leadership experience, Chris is a high-caliber executive

who brings a special depth of knowledge and perspective to the Heartland Board of Directors,” commented Lynn B. Fuller, Executive Operating Chairman. “We will benefit from his executive-level leadership, his vast experience in using technology to enable extraordinary client experiences and his laser focus on delivering value to clients and shareholders,” added Fuller.

Christopher Hylen is an experienced technology and financial services executive. Chris serves as Chief Executive Officer and a member of the Board of Directors at Reltio, Inc. a software as a serve company with the only cloud-native master data management platform. Reltio is on a mission to enable digital transformation by delivering a single source of truth for enterprise data. Previously, Chris served as Chief Executive Officer of Imperva, a leading cybersecurity company, where he led the growth of the company and spearheaded its acquisition by Thoma Bravo. Before joining Imperva, Chris served on the Board of Directors for ADT Security and has held leadership roles at Citrix, Intuit and American Express.

“I am delighted to welcome Chris to Heartland’s Board of Directors. Chris is a proven strategic leader and is experienced in navigating the rapidly evolving digital landscape. His business acumen, technological prowess and passion for delivering extraordinary customer experiences and contributing to the community make him an outstanding addition to the Heartland Board.” concluded Fuller.

About Heartland Financial USA, Inc.

Heartland Financial USA, Inc. is a diversified financial services company with assets of approximately $15.6 billion as of September 30, 2020. Heartland provides banking, mortgage, private client, investment, treasury management, card, insurance and consumer finance services to individuals and businesses. As of September 30, 2020, Heartland had 136 banking locations serving 102 communities in Iowa, Illinois, Wisconsin, New Mexico, Arizona, Montana, Colorado, Minnesota, Kansas, Missouri, Texas and California. Additional information about Heartland Financial USA, Inc. is available at www.htlf.com.

Safe Harbor Statement

This release, and future oral and written statements of Heartland and its management, may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 about Heartland’s financial condition, results of operations, plans, objectives, future performance and business. Although these forward-looking statements are based upon the beliefs, expectations and assumptions of Heartland’s management, there are a number of factors, many of which are beyond the ability of management to control or predict, that could cause actual results to differ materially from those in its forward-looking statements. These factors, which are detailed in the risk factors in Heartland’s Annual Report on Form 10-K filed with the Securities and Exchange Commission, include, among others: (i) the continuation of the COVID-19 pandemic and the measures intended to curtail the spread of COVID-19; (ii) the strength of the local and national economy; (iii) the economic impact of

past and any future terrorist threats and attacks and any acts of war, (iv) changes in state and federal laws, regulations and governmental policies as they impact the company’s general business; (v) changes in interest rates and prepayment rates of the company’s assets; (vi) increased competition in the financial services sector and the inability to attract new customers; (vii) changes in technology and the ability to develop and maintain secure and reliable electronic systems; (viii) the potential impact of acquisitions and the company’s ability to successfully integrate acquired banks; (ix) the loss of key executives or employees; (x) changes in consumer spending; (xi) unexpected outcomes of existing or new litigation involving the company; and (xii) changes in accounting policies and practices. All statements in this release, including forward-looking statements, speak only as of the date they are made, and Heartland undertakes no obligation to update any statement in light of new information or future events.

# # #

XML

Cover	Dec. 04, 2020
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Dec. 08, 2020
Entity Registrant Name	Heartland Financial USA, Inc.
Entity File Number	001-15393
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	42-1405748
Entity Address, Address Line One	1398 Central Avenue
Entity Address, City or Town	Dubuque,
Entity Address, State or Province	IA
Entity Address, Postal Zip Code	52001
City Area Code	563
Local Phone Number	589-2100
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0000920112
Common Stock, par value $1.00 per share
Entity Information [Line Items]
Title of 12(b) Security	Common Stock, par value $1.00 per share
Trading Symbol	HTLF
Security Exchange Name	NASDAQ
Depositary Shares (each representing 1/400th interest in a share of 7.00% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series E)
Entity Information [Line Items]
Title of 12(b) Security	Depositary Shares (each representing 1/400th interest in a share of 7.00% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series E)
Trading Symbol	HTLFP
Security Exchange Name	NASDAQ