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 24, 2019
ORIGIN BANCORP, INC.
(Exact name of Registrant as specified in its charter)
Louisiana | 001-38487 | 72-1192928 | ||
(State or other jurisdiction of incorporation) | (Commission File No.) | (I.R.S. Employer Identification No.) | ||
500 South Service Road East, Ruston, Louisiana | 71270 | |||
(Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (318) 255-2222 | ||||
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. ☒ | |
ITEM 5.07 | Submission of Matters to a Vote of Security Holders |
On April 24, 2019, Origin Bancorp, Inc. (the "Company") held its annual meeting of stockholders (the "Annual Meeting") in Choudrant, Louisiana. Of the 23,747,535 shares of common stock eligible to vote at the Annual Meeting, 19,374,971 shares were represented in person or by proxy, representing approximately 81.6% of the outstanding shares as of the record date for the Annual Meeting. The final voting results of voting on each of the proposals submitted to stockholders at the Annual Meeting are as follows:
Proposal 1 - Election of three Class B members of the Board of Directors:
Name of Nominee | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||
George Snellings, IV | 15,259,966 | 484,892 | 176,442 | 3,453,671 | ||||
Elizabeth Solender | 13,606,701 | 2,004,125 | 310,474 | 3,453,671 | ||||
Richard Gallot, Jr. | 15,558,610 | 48,749 | 313,941 | 3,453,671 | ||||
Proposal 2 - Ratification of the appointment of BKD, LLP as the Company's independent registered public accounting firm for the year ending December 31, 2019:
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
19,335,984 | 20,477 | 18,510 | — | |||
ITEM 7.01 | Regulation FD |
On April 25, 2019, the Company issued a press release announcing the election of Richard Gallot, Jr. as the newest member of the Company's Board of Directors. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. As provided in General Instructions B.2 to Form 8-K, the information furnished in this Item 7.01 and in Exhibit 99.1 of this Current Report on Form 8-K shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and such information shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
ITEM 9.01 | Financial Statements and Exhibits |
(d) | Exhibits. The following are furnished as exhibits to this Current Report on Form 8-K. |
Exhibit 99.1 | |
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 thereunto duly authorized.
Dated: April 25, 2019 | ORIGIN BANCORP, INC. | |
By: /s/ Stephen H. Brolly | ||
Stephen H. Brolly | ||
Chief Financial Officer | ||
Exhibit 99.1
For Immediate Release
ORIGIN BANCORP, INC. ELECTS RICHARD GALLOT, JR. TO BOARD OF DIRECTORS
RUSTON, Louisiana, April 25, 2019 – Origin Bancorp, Inc. (Nasdaq: OBNK) (“Origin” or the “Company”) stockholders have elected Richard Gallot, Jr. as a director at the Company’s annual meeting of stockholders on April 24, 2019.
Mr. Gallot has served as President of Grambling State University since 2016 where he has led the University in its initiative to increase enrollment and alumni engagement. A practicing attorney since 1990, Mr. Gallot also served a term as a member of the Louisiana State Senate between 2012 and 2016 and served three terms in the Louisiana House of Representatives between 2000 and 2012.
“We are very pleased to have Rick Gallot join our board of directors,” said Drake Mills, Chairman, President and CEO of Origin. “Origin will greatly benefit from his experience in government and business. Rick’s perspective and leadership will be a significant asset to our company as we continue to strive to make a positive impact on our employees, customers, communities and stockholders.”
Since 2016, Mr. Gallot has served on the board of directors of Cleco Corporation, an electric utility company headquartered in Pineville, Louisiana. He holds a Bachelor of Arts in history from Grambling State University and a Juris Doctor from Southern University Law Center.
“It is an honor to have the opportunity to be involved with a dynamic and growing company with a proud history of dedicated service,” said Mr. Gallot. “I have seen firsthand the way Origin values its customers and communities and I look forward to contributing to what this organization will continue to accomplish.”
About Origin Bancorp, Inc.
Origin is a financial holding company for Origin Bank, headquartered in Ruston, Louisiana, which provides a broad range of financial services to small and medium-sized businesses, municipalities, high net-worth individuals and retail clients from 42 banking centers located from Dallas/Fort Worth, Texas across North Louisiana to Central Mississippi, as well as in Houston, Texas. Member FDIC. To learn more, visit www.origin.bank.
Contact:
Media: Ryan Kilpatrick, Origin Bank; (318) 232-7472; rkilpatrick@origin.bank
Investor Relations: Chris Reigelman, Origin Bank; (318) 497-3177; chris@origin.bank