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): December 7, 2022
Amerant Bancorp Inc.
(Exact name of registrant as specified in its charter)
|Florida|| ||001-38534|| ||65-0032379|
|(State or other jurisdiction|
| ||(IRS Employer|
|220 Alhambra Circle|
Coral Gables, Florida
|(Address of principal executive offices)||(Zip Code)|
(Registrant's telephone number, including area code)
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||Trading Symbols||Name of exchange on which registered|
|Class A Common Stock||AMTB||NASDAQ|
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).
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.
Update to Effective Date of Mr. Ashford's Resignation From the Board of the Company and Bank
As previously reported, on October 19, 2022, Orlando D. Ashford and the Board of Directors (the “Board”) of Amerant Bancorp Inc. (the "Company") agreed that Mr. Ashford would step down as a member of the Board of the Company and the Board of Directors of the Company’s wholly-owned bank subsidiary, Amerant Bank, N.A. (the “Bank”) effective December 31, 2022 due to Mr. Ashford’s acceptance of a new full time executive position. On December 7, 2022, Mr. Ashford and the Board agreed to move the effective date of his resignation forward to December 8, 2022.
Appointment of Ms. Knight to the Board of the Company and Bank
On December 7, 2022, upon the recommendation of the Corporate Governance, Nominating and Sustainability Committee, the Board appointed Erin D. Knight to serve on the Board of the Company to fill the vacancy created by Mr. Ashford stepping down from the Board. The appointment is effective on December 15, 2022 (the “Effective Date”) and Ms. Knight will serve until the 2023 Annual Meeting, subject to her earlier death, or until she shall resign or shall have been removed from office in the manner provided in the Company’s Amended and Restated Bylaws. Ms. Knight has also been appointed to the Board of Directors of the Bank as of the Effective Date. Ms. Knight's appointment was not pursuant to any arrangement or understanding between Ms. Knight and any other person. The Board has determined that Ms. Knight is independent under the listing standards of the Nasdaq Global Select Market and qualifies as an “audit committee financial expert” as defined in the applicable SEC rule. Ms. Knight will become a member of the Company’s Audit and, Compensation and Human Capital committees.
Ms. Knight is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Ms. Knight will receive compensation as a non-employee director in accordance with the Company’s approved director compensation for non-employee directors. Ms. Knight will also be entitled to any annual equity compensation granted to members of the Board in the form of restricted stock units.
On December 12, 2022, the Company issued a press release announcing the appointment of Ms. Knight to the Board. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K.
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: December 12, 2022|| ||Amerant Bancorp Inc.|
| || || || |
| || ||By:|| ||/s/ Julio V. Pena|
| || || || ||Name: Julio V. Pena|
| || || || ||Title: Senior Vice President, Securities Counsel and Assistant Corporate Secretary|
|Silvia M. Larrieu|
Amerant Bancorp Names Erin Knight to its Board of Directors
CORAL GABLES, FL (Dec. 12, 2022) – Amerant Bancorp Inc. (NASDAQ: AMTB) (the “Company” or “Amerant”) and its subsidiary, Amerant Bank, the largest community bank headquartered in Florida, announced the appointment of Erin Knight to its Board of Directors, effective December 15, 2022. Knight is President of Miami-based Monument Capital Management, an A-Rod Corp company.
Knight brings significant banking and financial services experience, having served as an executive with a number of major organizations, among them SouthTrust (now Wells Fargo), Regions Bank, and Stonegate Bank (now Centennial Bank), where she served as Miami-Dade Market President.
“We are extremely pleased to add someone with Erin’s vast experience in financial services, in addition to her experience with major boards and organizations,” said Jerry Plush, Chairman & CEO of Amerant Bank. “We look forward to having her work with us to achieve our strategic objectives.”
Knight was recently reappointed by Governor DeSantis to the Citizens Property Insurance Corporation Board of Governors. She is also on The Miami Foundation’s Board of Directors and is a Board and Executive Committee Member of the Baptist Health Foundation, among others.
At Monument Capital Management (MCM) she is responsible for the day-to-day operations of the fully integrated real estate investment firm. Monument has acquired more than $1 billion of real estate across 15 states through opportunity funds and various joint ventures.
“It is an honor to join Amerant’s Board of Directors,” said Knight. “Jerry Plush and his leadership team are focused on the future of banking, ensuring they are meeting their customers’ and community’s needs, something I am passionate about and hope to enhance further.”
“Erin’s appointment is yet another positive step in engaging significant professional leaders from the community to be part of our Board whose skillset and experience align with our growth trajectory,” stated Plush.
About Amerant Bancorp Inc. (NASDAQ: AMTB)
Amerant Bancorp Inc. is a bank holding company headquartered in Coral Gables, Florida since 1979. The Company operates through its main subsidiary, Amerant Bank, N.A. (the “Bank”), as well as its other subsidiaries: Amerant Investments, Inc., Elant Bank and Trust Ltd., and Amerant Mortgage, LLC. The Company provides individuals and businesses in the U.S. with deposit, credit and wealth management services. The Bank, which has operated for over 40 years, is the largest community bank headquartered in Florida. The Bank operates 23 banking centers – 16 in South Florida and 7 in the Houston, Texas area, as well as an LPO in Tampa, Florida. For more information, visit investor.amerantbank.com.