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)
December 4, 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))
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 $5.00 per share | OBNK | Nasdaq Global Select Market | ||
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On December 4, 2019, the Board of Directors of Origin Bancorp, Inc. (the "Registrant") and the Board of Directors of Origin Bank, the Registrant's wholly owned bank subsidiary, appointed Stacey Goff to serve as a Class B director on the Board of Directors of the Registrant and as a director on the Board of Directors of Origin Bank, in each case effective January 1, 2020. Mr. Goff's term will expire as of the 2022 annual meeting of stockholders of the Registrant. Mr. Goff's appointment brings the total number of directors serving on the Registrant's Board of Directors to twelve.
There are no arrangements or understandings pursuant to which Mr. Goff was appointed as a director and there are no related party transactions required to be disclosed between the Registrant and Mr. Goff. Mr. Goff will receive the same compensation and indemnification protection for service on the Boards of Directors of the Registrant and Origin Bank as the other members of both Boards of Directors, which are further described in the Registrant's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 13, 2019.
ITEM 9.01 | Financial Statements and Exhibits |
(d) | Exhibits. |
Exhibit 99.1 | |
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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: December 9, 2019 | ORIGIN BANCORP, INC. | |
By: /s/ Stephen H. Brolly | ||
Stephen H. Brolly | ||
Chief Financial Officer | ||
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Exhibit 99.1
For Immediate Release
ORIGIN BANCORP, INC. APPOINTS STACEY GOFF TO BOARD OF DIRECTORS
RUSTON, Louisiana, December 9, 2019 - Origin Bancorp, Inc. (Nasdaq: OBNK) (“Origin”) today announced the appointment of Stacey Goff to the Boards of Directors of Origin and Origin Bank, in each case, effective January 1, 2020.
Mr. Goff currently serves as Executive Vice President, General Counsel and Chief Administrative Officer for CenturyLink, Inc. ("CenturyLink") where he is responsible for CenturyLink's legal, corporate strategy, business development, mergers and acquisitions, investor relations, internal and external communications and public policy functions. He has played a key role in negotiating and closing numerous acquisitions and dispositions that CenturyLink has completed during the past 20 years. Mr. Goff also directs the negotiation of CenturyLink’s complex agreements and large dispute resolutions with third parties and takes the lead in all aspects of CenturyLink’s legal affairs, including support for business units, corporate functions, board and shareholder-related legal matters, litigation, intellectual property and regulatory matters, strategic planning and the development and advocacy of CenturyLink’s regulatory and legislative policies at the federal, state and local levels.
“We are very pleased to have Stacey Goff join our board of directors,” said Drake Mills, Chairman, President and CEO of Origin. “Stacey’s depth of knowledge and corporate expertise is extensive and impressive. His decades of experience with the complexity of publicly traded companies provide him with a perspective that will be a significant asset to Origin, and I look forward to the expert advice and counsel he will bring as a member of our board.”
Mr. Goff holds a Bachelor’s Degree in business from Mississippi State University and a Juris Doctor from the University of Mississippi.
"I am honored to be joining Origin’s board of directors,” said Goff. “Being a part of the community in which Origin is headquartered, I have been impressed with their business model and the growth they have had over the years. I look forward to being a part of the organization’s future.”
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 43 banking centers located from Dallas/Fort Worth, Texas across North Louisiana to Central Mississippi, as well as in Houston, Texas. 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