8-K

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): March 30, 2020

 IBERIABANK CORPORATION

(Exact name of Registrant as Specified in Charter)

Louisiana	001-37532	72-1280718
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

200 West Congress Street, Lafayette, Louisiana 70501

(Address of Principal Executive Offices)

(337) 521-4003

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:

☐ 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))

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. ☐ 

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock (par value $1.00 per share)	IBKC	The NASDAQ Stock Market, LLC
Depositary Shares, Each Representing a 1/400th Interest in	IBKCP	The NASDAQ Stock Market, LLC
a Share of 6.625% Perpetual Preferred Stock, Series B
Depositary Shares, Each Representing a 1/400th Interest in	IBKCO	The NASDAQ Stock Market, LLC
a Share of 6.60% Perpetual Preferred Stock, Series C
Depositary Shares, Each Representing a 1/400th Interest in	IBKCN	The NASDAQ Stock Market, LLC
a Share of 6.100% Perpetual Preferred Stock, Series D

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On March 30, 2020, the Board of Directors of the Corporation adopted an amendment to the Corporation's Bylaws. Section 2 was amended to add a new Section 2.13 which provides that the Board of Directors may determine that a meeting of shareholders will not be held at any specified place, but instead may be held solely by means of remote communication; provided, that, a state of emergency has been declared by the Governor of Louisiana. This amendment to the Bylaws will allow shareholders to participate in an annual meeting of shareholders or a special meeting of shareholders by means of a conference telephone or other communications equipment if all persons participating in the meeting can hear each other at the same time.

The foregoing summary of the amendment to the Corporation’s Bylaws is not complete and is qualified in its entirety by reference to the complete text of such amendment, which is filed as Exhibit 3.1 to this Form 8-K and incorporated herein by reference.

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

The following exhibit is filed as part of this report:

Exhibit 3.1 - Section 2.13 of the Bylaws of the Corporation, as amended.

Exhibit 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, hereunto duly authorized.

	IBERIABANK CORPORATION
DATE: April 2, 2020	By:	/s/ Daryl G. Byrd
	Daryl G. Byrd
	President and Chief Executive Officer

EX-3.1

Exhibit 3.1

AMENDMENT TO BYLAWS

OF

IBERIABANK CORPORATION

The Bylaws of IBERIABANK Corporation, a Louisiana corporation, are hereby amended, effective March 30, 2020, by inserting the following as Section 2.13:

2.13. Meetings of Shareholders by Remote Communications

(a)    Notwithstanding anything in these Bylaws to the contrary, the Corporation may allow shareholders to participate in an annual meeting of shareholders or a special meeting of shareholders by means of a conference telephone or other communications equipment if all persons participating in the meeting can hear each other at the same time.

(b)    Participation in a meeting of shareholders by the means authorized by subsection (a) of this section constitutes presence in person at the meeting for quorum and voting purposes.

(c)    Notwithstanding anything herein to the contrary, the Board may determine that a meeting of shareholders will not be held at any specified place, but instead may be held solely by means of remote communication if a state of emergency has been declared by the Governor of Louisiana.

(d)    If a meeting of shareholders by remote communications is authorized by the Board, and subject to any guidelines and procedures that the Board adopts, shareholders and proxy holders not physically present at a meeting of the shareholders, but by means of remote communication:

(1)    May participate in the meeting of the shareholders; and

(2)    May be considered present in person and may vote at the meeting of the shareholders, whether the meeting is held at a designated place or solely by means of remote communication, if:     

(i)    The Corporation implements reasonable measures to verify that each person considered present and authorized to vote at the meeting by means of remote communication is a shareholder or proxy holder;

(ii)    The Corporation implements reasonable measures to provide the shareholders and proxy holders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the shareholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with the proceedings; and

(iii)    In the event any shareholder or proxy holder votes or takes other action at the meeting by means of remote communication, a record of the vote or other action is maintained by the Corporation.

XML

Cover Page	Mar. 30, 2020
Entity Listings [Line Items]
Document Type	8-K
Document Period End Date	Mar. 30, 2020
Entity Registrant Name	IBERIABANK CORP
Entity Incorporation, State or Country Code	LA
Entity File Number	001-37532
Entity Tax Identification Number	72-1280718
Entity Address, Address Line One	200 West Congress Street
Entity Address, City or Town	Lafayette
Entity Address, State or Province	LA
Entity Address, Postal Zip Code	70501
City Area Code	337
Local Phone Number	521-4003
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	0000933141
Current Fiscal Year End Date	--12-31
Common Stock
Entity Listings [Line Items]
Title of 12(b) Security	Common Stock (par value $1.00 per share)
Trading Symbol	IBKC
Security Exchange Name	NASDAQ
Series B Preferred Stock
Entity Listings [Line Items]
Title of 12(b) Security	Depositary Shares, Each Representing a 1/400th Interest in
Trading Symbol	IBKCP
Security Exchange Name	NASDAQ
Series C Preferred Stock
Entity Listings [Line Items]
Title of 12(b) Security	Depositary Shares, Each Representing a 1/400th Interest in
Trading Symbol	IBKCO
Security Exchange Name	NASDAQ
Series D Preferred Stock
Entity Listings [Line Items]
Title of 12(b) Security	Depositary Shares, Each Representing a 1/400th Interest in
Trading Symbol	IBKCN
Security Exchange Name	NASDAQ