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 20, 2020

 

 

FB FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Tennessee   001-37875   62-1216058

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

211 Commerce Street, Suite 300

Nashville, Tennessee

  37201
(Address of principal executive offices)   (Zip Code)

(615) 564-1212

(Registrant’s telephone number, including area code)

 

 

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(s)

  

Name of each exchange

on which registered

Common Stock, $1.00 par value    FBK    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 (§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.

Resignation of Chief Financial Officer

On April 20, 2020, Mr. James R. Gordon, the Chief Financial Officer of FB Financial Corporation (“FB Financial”) and its wholly owned subsidiary FirstBank (“FirstBank”), notified FB Financial and FirstBank that he was resigning in order to pursue an opportunity with another institution. Mr. Gordon’s last day as an officer of FB Financial and FirstBank is April 24, 2020, although Mr. Gordon will remain employed by FirstBank for a period of time in order to facilitate the transition of his responsibilities.

Mr. Gordon’s resignation is not the result of any disagreement with FB Financial, FirstBank or management over any matter relating to the operations, policies or practices of FB Financial or FirstBank. FB Financial and FirstBank are grateful to Mr. Gordon for his service as an officer.

Appointment of Interim Chief Financial Officer and Principal Accounting Officer

Effective April 24, 2020, the Company announced the appointment of Michael M. Mettee, age 40, as Interim Chief Financial Officer to serve in such capacity until a successor is appointed. Prior to his appointment as Interim Chief Financial Officer, Mr. Mettee served as FirstBank’s CFO Banking. Prior to his role as CFO Banking, Mr. Mettee was the FirstBank Director of Capital Markets. Prior to joining FirstBank in 2012, Mr. Mettee managed the budget and forecasting process for the retail bank at BBVA Compass. Mr. Mettee has served on multiple boards, including the Freddie Mac Advisory Board and the FHLB of Cincinnati Advisory Board, in addition to multiple community-related organizations. Mr. Mettee received his undergraduate degree and Master of Business Administration from the University of Alabama.

Additionally, effective April 24, 2020, the Company announced the appointment of Lisa M. Smiley, age 33, to serve as Principal Accounting Officer. Ms. Smiley will also continue in her capacity as FB Financial’s Corporate Controller. Prior to her role as Corporate Controller, she was the Director of External Financial Reporting. Prior to joining FirstBank in 2016, Ms. Smiley acted as Assurance Manager with Horne LLP, where she heavily focused on publicly traded financial institutions. While in public accounting, she provided external audit and advisory services, which included playing an active role in FB Financial’s initial public offering. Ms. Smiley is a graduate of Union University and a certified public accountant licensed in the state of Tennessee.

Item 7.01 Regulation FD Disclosure

On April 24, 2020, FB Financial issued a press release announcing the resignation of Mr. Gordon, the appointment of Mr. Mettee and Ms. Smiley, as well as other internal appointments. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K (this “Report”) and is incorporated by reference into this Item 7.01.

Item 9.01 Financial Statements and Exhibits

 

Exhibit
Number 		  

Description of Exhibit

99.1    Press Release

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.

 

FB FINANCIAL CORPORATION
By:   /s/ Beth W. Sims
  Beth W. Sims
  General Counsel and Corporate Secretary

Date: April 24, 2020

Exhibit 99.1

 

LOGO

FirstBank Announces Executive Appointments To Leadership Team

NASHVILLE, Tenn. (April 24, 2020) – FirstBank has announced a series of appointments to its executive management team, including the promotion of East Tennessee regional president Travis Edmondson to the position of chief banking officer.

Edmondson, who began his career at Clayton Bank and Trust in 2006 and was named chief executive officer in 2013, joined FirstBank in 2017 following FB Financial Corporation’s acquisition of Clayton Bank. In his role as regional president, he was responsible for operations of FirstBank financial centers as well as commercial, real estate and private banking for the entire East Tennessee region.

Other announcements made by FirstBank President and CEO Chris Holmes include:

 

  •  

Michael Mettee will serve as interim chief financial officer of FirstBank and FB Financial Corporation. Mettee previously served as FirstBank’s CFO, Banking. He replaces James Gordon, who resigned as CFO this week to pursue an opportunity with another financial institution. Mettee has more than 15 years of banking and finance experience and previously served as director of Capital Markets for FirstBank.

 

  •  

Lisa Smiley, the company’s corporate controller, has been appointed to the role of FB Financial’s principal accounting officer. Prior to joining FirstBank in 2016, Smiley was assurance manager with Horne LLP, where she focused heavily on publicly traded financial institutions.

 

  •  

Jim Mosby, who joined FirstBank as a senior vice president in 2012, has been named Middle Tennessee regional president. The Vanderbilt University graduate has extensive experience in the Nashville-area banking and financial industry.

 

  •  

Nathan Hunter replaces Edmondson as East Tennessee regional president. Hunter, a banking veteran with more than 35 years of industry experience, was previously Knoxville market president.

 

  •  

Brent Ball has been named Knoxville market president, replacing Hunter. He previously held the position of commercial real estate market leader serving FirstBank’s Knoxville market. Prior to joining FirstBank, he was chief lending officer for Clayton Bank and Trust.

“Each of these appointments and promotions is well-deserved and reflect FirstBank’s commitment to talent development and to maintaining a strong leadership team,” Holmes said. “We look forward to their continued contributions to FirstBank and to the local communities we serve.”

About FirstBank

Nashville-based FirstBank, a wholly owned subsidiary of FB Financial Corporation (NYSE: FBK), is the third largest Tennessee-headquartered bank, with 73 full-service bank branches across Tennessee, Kentucky, North Alabama and North Georgia, and a national mortgage business with offices across the Southeast. The bank serves five of the major metropolitan markets in Tennessee and, with approximately $6.2 billion in total assets, has the resources to provide a comprehensive variety of financial services and products.

 

For More Information:  

Jeanie Rittenberry

FirstBank

jrittenberry@firstbankonline.com

(615) 313-8328

 

Roger Shirley

MP&F Strategic Communications

rshirley@mpf.com

(615) 259-4000