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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):   August 30, 2022

 

Hilltop Holdings Inc.

(Exact name of registrant as specified in its charter)

 

Maryland   1-31987   84-1477939
(State or other jurisdiction of
incorporation)		   (Commission
File Number)		   (IRS Employer Identification
No.)

 

6565 Hillcrest Avenue    
Dallas, Texas   75205
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (214) 855-2177

 

 

 

(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):

 

¨            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 ​ Name of each exchange on which registered
Common Stock, par value $0.01 per share ​ HTH ​ New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

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. ¨

 

 

 

 

 

 

Section 5 – Corporate Governance and Management

 

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On August 30, 2022, Hilltop Holdings Inc. (the “Company”) and William B. Furr entered into the Second Amendment to Employment Agreement (the “Second Amendment”), which amends the Employment Agreement, dated September 1, 2016, as amended by the First Amendment to Employment Agreement, dated August 30, 2019, between the Company and Mr. Furr (the “Employment Agreement”), as follows:

 

  ·

Extends the term of the Employment Agreement until August 31, 2025 (the Employment Agreement previously expired on August 31, 2022); and

 

  · Updates the annual base salary in the Employment Agreement to Mr. Furr’s current annual base salary.

 

As consideration for the extension of the term of the Employment Agreement, the Company will, as soon as administratively practical, grant Mr. Furr restricted stock units in amount equal to the number of shares of common stock of the Company having a fair market value on the date of grant equal to $300,000. Such restricted stock units will subject to the time-based restricted stock unit award agreement for Section 16 officers and cliff vest on August 30, 2025. Except as amended by the Second Amendment, the terms of the Employment Agreement remain in effect.

 

The foregoing description of the Second Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amendment, which is attached as Exhibit 10.7.3 to this Current Report on Form 8-K and incorporated by reference herein.

 

Section 9 – Financial Statements and Exhibits

 

Item 9.01        Financial Statements and Exhibits.

 

  (a) Financial statements of businesses acquired.  
    Not applicable.
  (b) Pro forma financial information.  
    Not applicable.
  (c) Shell company transactions.  
    Not applicable.
  (d) Exhibits.  

 

The following exhibits are filed or furnished, depending on the relative item requiring such exhibit, in accordance with the provisions of Item 601 of Regulation S-K and Instruction B.2 to this form.

 

Exhibit
Number

  

 

Description of Exhibit

10.7.3

  

Second Amendment to Employment Agreement by and between Hilltop Holdings Inc. and William B. Furr, dated as of August 30, 2022.

     
104   Cover Page Interactive File (formatted as Inline XBRL). 

 

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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 hereunto duly authorized.

 

      Hilltop Holdings Inc.,
      a Maryland corporation
         
         
Date: August 31, 2022 By: /s/ COREY G. PRESTIDGE
      Name: Corey G. Prestidge
      Title: Executive Vice President,
        General Counsel & Secretary

 

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Exhibit 10.7.3

 

SECOND AMENDMENT

TO

EMPLOYMENT AGREEMENT

 

THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of August 30, 2022 (the “Execution Date”), by and between Hilltop Holdings Inc. (“Company”), on behalf of itself and all of its subsidiaries (collectively, “Employer”), and William B. Furr (“Executive”). Each initially capitalized term used, but not otherwise defined herein, shall have the meanings assigned to it in the Employment Agreement (hereinafter defined).

 

RECITALS:

 

WHEREAS, Company and Executive are parties to that certain Employment Agreement, dated as of September 1, 2016 (the “Original Agreement”), as amended by that certain First Amendment to Employment Agreement, dated as of August 30, 2019 (the “First Amendment,” and together with the Original Agreement, collectively, the “Employment Agreement”); and

 

WHEREAS, Company and Executive desire to amend the Employment Agreement to the extent provided in this Amendment.

 

AGREEMENT:

 

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained in this Amendment and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

 

1.Amendments and Supplements to the Employment Agreement

 

(a)Section 3(a) of the Employment Agreement is hereby deleted in its entirety and replaced with the following:

 

“(a)Base Salary. Employer shall pay Executive an annual base salary of Five Hundred Seventy-Five Thousand Dollars ($575,000). Such salary shall be paid in accordance with the payroll practices of the Company, less applicable withholding and salary deductions. Base salary shall be reviewed at least annually by the Company, but may not be reduced.”

 

(b)Section 4 of the Employment Agreement is hereby deleted in its entirety and replaced with the following:

 

“4.Term of Agreement. This Agreement shall become effective and binding immediately upon its execution and shall remain in effect until August 31, 2025 (the “Term Date”). Unless Employer and Executive agree in writing to extend the term of this Agreement at any time on or before the Term Date, this Agreement shall expire on the Term Date.”

 

 

 

 

2.       Equity Sign-On Grant. As soon as administratively practical following the Execution Date, Executive shall receive a grant of restricted stock units with respect to the number of shares of the common stock of the Company having a fair market value on the date of grant equal to Three Hundred Thousand Dollars ($300,000) (the “Sign-On Grant”). The Sign-On Grant shall be subject to the terms and conditions of the Hilltop Holdings Inc. 2020 Equity Incentive Plan and an award agreement between Executive and Employer, which terms shall include, without limitation, cliff vesting of the Sign-On Grant on the third anniversary of the Execution Date, subject to early termination or forfeiture in accordance with the terms of the award agreement.

 

3.Miscellaneous.

 

(a)       Effect of Amendment. Each of Company and Executive hereby agree and acknowledge that, except as expressly provided in this Amendment, the Employment Agreement remains in full force and effect and has not been modified or amended in any respect, it being the intention of each of Company and Executive that this Amendment and the Employment Agreement be read, construed and interpreted as one and the same instrument. To the extent that any conflict exists between this Amendment and the Employment Agreement, the terms of this Amendment shall control and govern.

 

(b)       Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. For purposes of determining whether a party has signed this Amendment or any document contemplated hereby or any amendment or waiver hereof, only a handwritten original signature on a paper document or a facsimile or portable document format (pdf) copy of such a handwritten original signature shall constitute a signature, notwithstanding any law relating to or enabling the creation, execution or delivery of any contract or signature by electronic means.

 

IN WITNESS WHEREOF, each of Company and Executive has executed this Amendment as of the day and year first above written.

 

COMPANY:   EXECUTIVE:
       
Hilltop Holdings Inc.    
       
       
By: /s/ JEREMY B. FORD   /s/ WILLIAM B. FURR

Name: Jeremy B. Ford   Name: William B. Furr
Title: President & Chief Executive Officer    

 

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