SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 17, 2019
Amerant Bancorp Inc.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
220 Alhambra Circle
Coral Gables, Florida 33134
(Address of principal executive offices)
(Registrant's telephone number, including area code)
Former name, as listed on last report:
Mercantil Bank Holding Corporation
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
Name of exchange on which registered
Class A Common Stock
Class B Common Stock
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).
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. o
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 17, 2019,the Board of Directors (the “Board”) of Amerant Bancorp Inc. (the “Company”) increased the size of the Board of the Company from ten members to eleven members and appointed Gerald P. Plush as a Company director, effective immediately. Mr. Plush will become a member of the Company’s audit and risk committees.
As previously reported in a free writing prospectus filed by the Company with the U.S. Securities and Exchange Commission on December 13, 2018, Patriot Financial Partners, L.P. (“Patriot”), a private equity fund specializing in investments in the financial services sector, which purchased Company Class A common stock in the Company’s December 2018 initial public offering, asked the Company to consider an additional independent director for nomination to the Company’s Board, including, among others, a person suggested by Patriot. Following review and consideration by the Company’s nominating and governance committee and the Company’s and such committee’s criteria for directors, and to compliance, to the Company’s satisfaction, of all applicable laws, as well as Nasdaq requirements, the Board appointed Mr. Plush, a Patriot partner, as a director.
Mr. Plush does not have any transactions reportable under Item 404(a) of Regulation S-K.
Mr. Plush, as a newly appointed non-employee director of the Board in 2019, is entitled to a pro rata portion of a $96,000 annual retainer for his service on the Board, a pro rata portion of a $41,600 annual retainer for his service on two Company Board committees and any annual equity compensation, in the form of restricted stock units, granted on the occasion of the Company’s 2020 annual shareholders meeting. These amounts are pro rata based upon Mr. Plush’s time of service as a Company director. At Mr. Plush’s request, his retainer and any equity compensation will be paid to Patriot.
Item 9.01 Financial Statements and Exhibits.
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: July 19, 2019
Amerant Bancorp Inc.
/s/ Ivan Trujillo
Name: Ivan Trujillo
Title: Senior Vice President and Corporate Secretary
AMERANT BANCORP APPOINTS GERALD P. PLUSH AS A DIRECTOR
Coral Gables, Florida - Amerant Bancorp Inc. (NASDAQ: AMTB and AMTBB) (the “Company”) announced today that Gerald P. Plush has been appointed as an independent director of the Company.
Mr. Plush, a highly respected financial services industry professional with over 30 years of experience, is a Partner at Patriot Financial Partners, L.P. Previously, he was Chief Executive Officer and a Director of Verdigris Holdings, Inc. Mr. Plush has also served as Chief Financial Officer (CFO) and then Chief Administrative Officer of Santander Holdings USA, Inc. He has held other key executive level positions, including President and as a Director of Webster Bank, and Senior Executive Vice President (SEVP) - Managing Director of Corporate Development and SEVP - CFO at MBNA America Bank, N.A. Mr. Plush has also served on the Board of Directors of Santander Consumer USA Inc. and the Federal Home Loan Bank (FHLB) of Pittsburgh. He is a member of the National Association of Corporate Directors (NACD).
“We are pleased to welcome Jerry to our Board of Directors,”
said Frederick C. Copeland, Jr., Chairman of Amerant Bancorp Inc. “His extensive experience and track record as an advisor in financial strategies will bring valuable insight to our Board as we make continued progress in our plans to build deeper customer relationships, sustainable, profitable growth, and drive shareholder value.”
Mr. Plush has been appointed to the Board’s Audit and Risk Committees.
“Amerant is committed to creating a uniquely personal community banking experience for its customers,” said Mr. Plush. “I look forward to working with the Board and senior management and contributing to the success of the organization.”
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About Amerant Bancorp
Amerant Bancorp Inc. is a bank holding company headquartered in Coral Gables, Florida. The Company operates through its subsidiaries, Amerant Bank, N.A. (the “Bank”), Amerant Investments, Inc. and Amerant Trust, N.A. The Company provides individuals and businesses in the U.S., as well as select international clients, with deposit, credit and wealth management services. The Bank, which has operated for almost 40 years, is the largest community bank headquartered in Florida. The Bank operates 23 banking centers - 15 in South Florida and 8 in the Houston, Texas area - and loan production offices in Dallas, Texas and New York, New York. Please visit www.amerantbank.com or https://investor.amerantbank.com for more information.