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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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) July 26, 2016

 

SEACOAST BANKING CORPORATION OF FLORIDA

(Exact Name of Registrant as Specified in Charter)

 

Florida   0-13660   59-2260678

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number

 

(IRS Employer

Identification No.)

 

815 Colorado Avenue, Stuart, FL   34994
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code (772) 287-4000

 

 

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.)

 

¨ 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))

  

 

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SEACOAST BANKING CORPORATION OF FLORIDA

  

Item 1.01 – Entry into a Material Definitive Agreement.

 

On July 28, 2016, Seacoast Banking Corporation of Florida (the “Company”), Basswood Capital Management, L.L.C. (“Basswood”) and Matthew Lindenbaum entered into Amendment No. 1 (the “Amendment”) to the Observer Rights Agreement, dated as of March 23, 2016, by and between the Company, Basswood and Mr. Lindenbaum (the “Agreement”).  Pursuant to the Amendment, the date following which either Mr. Lindenbaum or the Company may terminate the Agreement was extended from September 23, 2016 to November 30, 2016.

 

The Amendment is attached hereto as Exhibit 10.1 and incorporated herein by reference.

 

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

 

On July 26, 2016, the Company increased the size of its board of directors from thirteen to fourteen and appointed Timothy S. Huval as a director, effective immediately. Mr. Huval will stand for election as a Class I director at the Company’s 2017 annual meeting of shareholders and, if elected, will serve a term expiring at the Company’s 2018 annual meeting of shareholders, along with the other Class I directors.

 

Mr. Huval was also appointed as a director of the Company’s operating subsidiary, Seacoast National Bank.

 

Mr. Huval, age 49, is Senior Vice President and Chief Human Resources Officer of Humana Inc., a leading health and well-being company, since January 2013. At Humana, he serves as a member of the management team and is responsible for all aspects of human resources and business services.

 

Prior to joining Humana, Mr. Huval spent 10 years from November 2002 to December 2012 at Bank of America Corporation (“BOA”) in multiple senior - level roles. From 2011 to December 2012, he served as BOA’s Senior Vice President and Consumer Service and Operations Executive, after serving as Senior Vice President and Home Loan Servicing Executive from 2010 to 2011. From 2007 to 2010, Mr. Huval was BOA’s Chief Operations Officer and Delaware Market President, Card Services. Other positions he held at BOA include Human Resources Executive and Chief Information Officer for Global Wealth & Investment Management. While at BOA, Mr. Huval also served as chair of their Consumer Banking, Business Banking and Enterprise Client Coverage Diversity & Inclusion Business Council.

 

Mr. Huval earned a master’s degree in public administration from Brigham Young University, a bachelor’s degree in marketing from Weber State and an associate degree in business management from Salt Lake Community College. He was also awarded an honorary doctorate in Humane Letters from Salt Lake Community College.

 

 

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On July 26, 2016, Seacoast issued a press release announcing the appointment of Mr. Huval to the board of directors. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit No.    Description
     
10.1   Amendment No. 1 to Observer Rights Agreement, dated as of July 28, 2016, by and between Seacoast, Basswood and Matthew Lindenbaum
     
99.1   Press Release dated July 26, 2016 announcing the appointment of Timothy S. Huval as a director of Seacoast

 

 

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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.

 

  SEACOAST BANKING CORPORATION OF FLORIDA
  (Registrant)
     
     
Date: July 29, 2016 By: /s/ Stephen Fowle
    Stephen Fowle
    Executive Vice President and Chief Financial Officer

 

 

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EXHIBIT INDEX 

 

Exhibit No.    Description
     
10.1   Amendment No. 1 to Observer Rights Agreement, dated as of July 28, 2016, by and between Seacoast, Basswood and Matthew Lindenbaum
     
99.1   Press Release dated July 26, 2016 announcing the appointment of Timothy S. Huval as a director of Seacoast

  

 

 

 

 

EXHIBIT 10.1

To Form 8-K dated July 26, 2016

 

AMENDMENT NO. 1 TO OBSERVER RIGHTS AGREEMENT

 

AMENDMENT NO. 1 (this “ Amendment ”), dated as of July 28, 2016, to that certain Observer Rights Agreement, dated as of March 23, 2016 (the “ Agreement ”), by and between Seacoast Banking Corporation of Florida, a Florida corporation (the “ Company ”), Basswood Capital Management, L.L.C. (“ Basswood ”) and Matthew Lindenbaum (“ Lindenbaum ”). All capitalized terms used in this Amendment shall have the meanings assigned to such terms in the Agreement.

 

WHEREAS, in accordance with Section 6 of the Agreement, the parties to the Agreement desire to amend the Agreement to extend the date following which either Lindenbaum or the Company may terminate the Agreement.

 

NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements contained in this Amendment and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

 

Section 1. Extension of Agreement Term . Section 9 of the Agreement is hereby amended and restated in its entirety as follows:

 

“9. Termination . This Agreement and (subject to the next following sentence) the rights granted herein, shall terminate upon the earlier of (i) following November 30, 2016, Lindenbaum’s delivery of written notice to the Company that he has terminated this Agreement; and (ii) following November 30, 2016, the Company’s delivery of written notice to Lindenbaum that it has terminated this Agreement. The obligations of Basswood, Lindenbaum and any Representatives pursuant to Sections 3(a)-(e) hereof shall survive any termination of this Agreement for a period of twenty four (24) months following such termination, and the obligation of the Company pursuant to Section 3(f) hereof to provide certain information with respect to the Trading Policy, shall survive any termination of this Agreement for a period of six (6) months following such termination.”

 

Section 2. Basswood Beneficial Ownership . Basswood and Lindenbaum represent and warrant that they, together with their affiliates and Basswood’s clients, Beneficially Own 2,385,972 shares of the Company’s common stock as of the date of this Amendment, all of which are “physical” shares ( i.e. , none are Beneficially Owned through options or other rights to acquire or as a Receiving Party of a Derivatives Contract).

 

Section 3. References to the Agreement . After giving effect to this Amendment, unless the context otherwise requires, each reference in the Agreement to “this Agreement”, “hereof”, “hereunder”, “herein”, or words of like import referring to the Agreement shall refer to the Agreement as amended by this Amendment, provided that references in the Agreement to “as of the date hereof” or “as of the date of this Agreement” or words of like import shall refer to March 23, 2016.

 

 

 

 

Section 4. Miscellaneous . Except as expressly stated in this Amendment, the terms and conditions of the Agreement shall continue in full force and effect. Except as expressly provided in this Amendment, no action taken by any party hereto prior to or on the date hereof shall constitute a waiver or modification of any term or condition of the Agreement or any instruments or agreements referred to therein, or prejudice any rights which any party may have as of the date hereof or may have in the future under or in connection with the Agreement, including, without limitation, all rights and remedies contained therein, all of which rights and remedies each party hereby expressly reserves. The terms and provisions of Sections 7 (Governing Law; Jurisdiction; Waiver of Jury Trial) and 8 (Counterparts) of the Agreement are incorporated herein by reference as if set forth herein in their entirety and shall apply mutatis mutandis to this Amendment.

 

 

[Signature Page Follows]

 

 

 

 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first written above.

 

  Seacoast Banking Corporation of Florida
     
  By: /s/ Dennis S. Hudson, III
    Name: Dennis S. Hudson, III
    Title:

Chairman and Chief Executive Officer 

 

 

Basswood Capital Management, L.L.C. 

     
  By: /s/ Matthew Lindenbaum
    Name: Matthew Lindenbaum
    Title: Principal

 

  Matthew Lindenbaum
   
  By: /s/ Matthew Lindenbaum

 

 

  

EXHIBIT 99.1

To Form 8-K dated July 26, 2016

 

SEACOAST BANKING CORPORATION OF FLORIDA

NEWS RELEASE

 

 

SEACOAST BANK APPOINTS TIM HUVAL TO ITS BOARD OF DIRECTORS

 

STUART, Fla., July 26, 2016 -- Seacoast Banking Corporation of Florida (“Seacoast”) (NASDAQ: SBCF) today announced that it has appointed Tim Huval, Senior Vice President, Chief Human Resources Officer, Humana Inc., to its board of directors, effective July 26, 2016. Earlier this year, Seacoast announced that Huval, together with Herb Lurie, Senior Advisor, Guggenheim Securities, had been selected as directors. Lurie was appointed as a director on April 19, 2016.

 

Dennis S. Hudson, III, Chairman and CEO of Seacoast, said, “Seacoast’s directors are pleased that Tim has begun his service as a member of our board. Tim brings valuable leadership skills in financial services, health care, operational management, and human resources that position him perfectly to make a meaningful contribution to Seacoast’s transformational strategy.”

 

“With Tim and Herb’s appointments, we have continued our process of adding new and diversified talent to our board. I am confident that our board is properly aligned with Seacoast’s goal of being the leader in digital innovation within the community banking industry and is focused on continuing to create value for our shareholders,” Hudson added.

 

Seacoast Contacts:

 

Jeff Zilka

Edelman

312-240-3389

jeff.zilka@edelman.com

 

Ted McHugh

Edelman

212-819-4875

ted.mchugh@edelman.com