Registrant’s telephone number, including area code:
(i845) i369-8040
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 (see General Instruction A.2 below):
i☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐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
iCommon
Stock, par value $0.01 per share
iSTL
iNew York Stock Exchange
iDepositary
Shares, each representing 1/40 interest in a share of 6.50% Non-Cumulative Perpetual Preferred Stock, Series A
iSTLPRA
iNew York Stock Exchange
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 i☐
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 2.02. Results of Operations and Financial Condition
The information contained in this report, including Exhibit 99.1 attached hereto, is considered to be “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under that Section. The information in this Current Report shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of
1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.
The release contains forward-looking statements regarding the Company and includes a cautionary statement identifying important factors that could cause actual results to differ materially from those anticipated.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
The LTI Plan is a key element of the Company’s
executive compensation program as it provides equity-based compensation that supports the Company’s goal of aligning management and stockholders’ interests and recruiting and retaining key personnel. The LTI Plan targets 75% of an award in performance shares (with vesting based on certain adjusted metrics including return on average tangible assets (“ROATA”) and earnings per share available to common stockholders (“EPS”)) (“Performance Award”) and 25% of an award in time-vested stock. Performance Award payouts can range from 0% to 150% of target based on the Company’s three-year adjusted EPS growth and adjusted ROATA relative to the KBW Regional Bank Index. For participants to be eligible to earn a Performance Award payout, the
Company is required to meet a minimum adjusted EPS and adjusted ROATA in the final year of a performance period (the “Minimum Threshold Requirements”).
On January 20, 2021, the Board of Directors (the “Board”) of the Company, upon the recommendation of the Compensation Committee of the Board (the “Committee”), approved the removal of the Minimum Threshold Requirements for the three-year performance periods ended December 31, 2020, 2021 and 2022 as well as prospective three-year performance periods under the Long-Term Incentive Plan (the “LTI Plan”) and will rely on the relative performance
measures to determine the payouts. The Board believes this change maintains robust relative performance criteria and was made to retain and ensure sustained engagement of key executives, recognize the significant impact of the COVID-19 pandemic on the Company and drive long-term business results.
Except as disclosed herein and previously disclosed in Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 24, 2020, awards under the LTI Plan remain unchanged.
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.