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): April 2, 2018
UNITED COMMUNITY BANKS, INC.
(Exact name of registrant as specified in its charter)
| Georgia | No. 001-35095 | No. 58-180-7304 |
| (State or other jurisdiction of | (Commission File Number) | (IRS Employer |
| incorporation) | Identification No.) |
125 Highway 515 East
Blairsville, Georgia 30512
(Address of principal executive offices)
Registrant's telephone number, including
area code:
(706) 781-2265
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 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 April 2, 2018, United Community Banks, Inc. (the “Company”), the holding company for United Community Bank, Blairsville, Georgia (the “Bank”), issued a press release announcing Jimmy C. Tallent’s decision to retire from his current position as Chief Executive Officer and Chairman of the Company effective June 30, 2018 (the “Transition Date”), and to continue to serve the Company as Executive Chairman. As of the Transition Date, Lynn Harton will assume the role of Chief Executive Officer of the Company. Mr. Harton has served as director and President of the Company since 2012 and Chief Executive Officer of the Bank since 2017.
Pursuant to a transition agreement between Mr. Tallent and the Company (the “Transition Agreement”), Mr. Tallent will begin to serve as Executive Chairman effective July 1, 2018. As Executive Chairman, Mr. Tallent’s total compensation will be reduced by 40% through a reduction in his base salary and cash and equity incentive awards. Mr. Tallent will serve as a consultant after his service as Executive Chairman.
In connection with his appointment to Chief Executive Officer of the Company, the Company and Mr. Harton did not enter into any new, and did not amend any existing, compensatory arrangements, nor did the Company make any additional grants or awards to Mr. Harton.
A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release dated April 2, 2018 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| UNITED COMMUNITY BANKS, INC. | ||||
| By: | ||||
| Jefferson Harralson | ||||
| Executive Vice President and | ||||
| Chief Financial Officer | ||||
Date: April 3, 2018
INDEX TO EXHIBITS
| Exhibit No. | Description | |
| 99.1 | Press Release dated April 2, 2018 |
Exhibit 99.1
For Immediate Release
For more information:
Jefferson Harralson
Chief financial Officer
864.240.6208
Jefferson_Harralson@ucbi.com
Emily Mosely
Crawford Strategy
864.248.4290
Emily@crawfordstrategy.com
UNITED COMMUNITY BANKS, INC. ANNOUNCES CEO SUCCESSION PLAN
Harton to become Chief Executive Officer; Tallent to become Executive Chairman
BLAIRSVILLE, GA, April 2, 2018 – United Community Banks, Inc. (NASDAQ: UCBI) (“United”) announced today that, after almost 35 years of service, its Chief Executive Officer, Jimmy Tallent, will retire from his current position effective June 30, 2018. Mr. Tallent will move into a new role as Executive Chairman of United’s Board of Directors. Lynn Harton, President and CEO of United’s banking subsidiary, will become CEO of United. As Executive Chairman, Mr. Tallent will continue to focus on board governance, strategic planning, and corporate development.
Mr. Tallent has been with United since 1984. Under his dedicated stewardship, it has expanded from a single location with $40 million in assets to a four-state regional community bank with $12.3 billion in assets. Mr. Tallent’s strategic vision and commitment to culture and corporate responsibility have been instrumental in United’s success.
“I have been committed to seeing United become a market leading institution and regain the strength we have enjoyed for decades. Today, the Bank is thriving and it has one of the most capable management teams in the industry. Lynn has done an excellent job as Chief Executive Officer of the Bank, and the time is right for me to reduce my role,” said Mr. Tallent. “I am grateful to the shareholders, the management team, and the Board of Directors for their confidence in me and proud of what we have accomplished together. The future is bright for United, and I look forward to serving in my new role as Executive Chairman.”
“I am honored to lead this organization into its next chapter,” said Harton. “We have a solid foundation, and are well-positioned for continued growth and success. It has been an honor to work alongside Jimmy for the past several years, and I look forward to continuing to serve United together in our new roles.”
Harton was named CEO of United Community Bank in August 2017 and was elected to the Board of Directors in February 2015. Prior to joining United in 2012, Harton served in executive capacities with various financial institutions. These include serving as CEO of The South Financial Group, and Chief Credit Officer for both Regions Financial Corporation and Union Planters Corporation. He began his career with a twenty-year stint at BB&T.
About United Community Banks, Inc.
United Community Banks, Inc. (NASDAQ: UCBI) is a bank holding company based in Blairsville, Georgia with $12.3 billion in assets. The company’s banking subsidiary, United Community Bank, is one of the Southeast region’s largest full-service banks, operating 151 offices in Georgia, North Carolina, South Carolina, and Tennessee. The bank specializes in personalized community banking services for individuals, small businesses and corporations. Services include a full range of consumer and commercial banking products including mortgage, advisory and treasury management. Respected national research firms consistently recognize United Community Bank for outstanding customer service. For the last four years, J.D. Power has ranked United Community Bank first in customer satisfaction in the Southeast. In 2018, for the fifth consecutive year, Forbes magazine included United on its list of the 100 Best Banks in America. Additional information about the company and the Bank’s full range of products and services can be found at www.ucbi.com.
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