Business First Bancshares, Inc. (Form: 8-K, Received: 03/31/2021 16:03:57)

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): March 31, 2021

BUSINESS FIRST BANCSHARES, INC.

(Exact name of registrant as specified in its charter)

Louisiana	001-38447	20-5340628
(State of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

500 Laurel Street, Suite 101 Baton Rouge, Louisiana		70801
(Address of principal executive offices)		(Zip code)

Registrant’s telephone number, including area code: (225) 248-7600

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 Exchange Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $1.00 per share	BFST	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.

(d) On March 31, 2021, the boards of directors of Business First Bancshares, Inc. (“Business First”) and b1BANK appointed Drew Brees to serve as a director of each of Business First and b1BANK. Each board increased its respective size to 17 directors. Mr. Brees has not been appointed to serve on any committees of the Business First board of directors at this time.

On March 15, 2021, b1BANK and Mr. Brees entered into a certain Ambassador Agreement, by virtue of which Mr. Brees agreed to, among other things, serve on the board of directors of Business First and b1BANK, license the use of his name, image and likeness to b1BANK, and promote b1BANK to its clients and communities. The initial term of the agreement is five years. The total compensation to be paid Mr. Brees under the agreement is $2,500,000, payable in semi-annual installments.

The Board determined that Mr. Brees is not an independent director under applicable Nasdaq listing standards. Except as described above, there is no arrangement or understanding between Mr. Brees and any other person pursuant to which he was selected as a director of the Company, and there is no family relationship between Mr. Brees and any of Business First’s other directors or executive officers. Mr. Brees does not have a material interest in any transaction that is required to be disclosed under Item 404(a) of Regulation S-K, except as described above, other than deposits, loans, and other financial services related transactions with b1BANK made in the ordinary course of business, on substantially the same terms, including interest rates and collateral (where applicable), as those prevailing at the time for comparable transactions with persons not related to Business First or b1BANK, and do not involve more than normal risk of collectability or present other features unfavorable to b1BANK.

Item 7.01

Regulation FD Disclosure.

On March 31, 2021, the Company issued a press release, a copy of which is attached hereto as Exhibit 99.1, regarding the appointments of Mr. Brees to the boards of directors of Business First and b1BANK.

The information contained herein and the exhibit attached herewith shall be deemed furnished and not filed.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

99.1	Press Release of Business First Bancshares, dated March 31, 2021, announcing the appointment of Mr. Brees to the boards of directors of Business First and b1BANK.

104	Cover Page Interactive Data File (embedded within the Inline XBRL Document).

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: March 31, 2021

BUSINESS FIRST BANCSHARES, INC.


By:	/s/ David R. Melville, III
	David R. Melville, III
	President and Chief Executive Officer

Exhibit 99.1

500 Laurel Street

Baton Rouge, Louisiana 70801

P: 225-248-7600

F: 225-248-7650

FOR IMMEDIATE RELEASE		Misty Albrecht
March 31, 2021		b1BANK
		225.286.7879
		Misty.Albrecht@b1BANK.com

Business First Bancshares, Inc. and b1BANK Announce the Appointment of New Board Member Drew Brees

Baton Rouge, La. – Business First Bancshares, Inc. (Nasdaq: BFST) and b1BANK announced today the addition of Drew Brees to their respective boards of directors.

Brees is the former quarterback of the New Orleans Saints and later this year will join NBC Sports as a studio analyst for Football Night in America. In his new role, Brees will also cover the Super Bowl and the Olympics for the network. Over the course of his 20-year career in the National Football League (NFL), Brees was recognized as the 2006 Walter Peyton Man of the Year, won Super Bowl XLIV while being crowned its MVP, and was elected to 13 Pro Bowls. In addition to success on the football field, Brees is a successful entrepreneur with endeavors in franchise ownership, restaurant partnership and life-style apparel development. As a philanthropist, he and his wife, Brittany, have raised funds and contributed more than $45 million through the Brees Dream Foundation to improve the quality of life for cancer patients and support various community charities that provide education and assistance to families in need.

“Drew is a champion in every sense of the word, both on the field and off. We are proud to have him as a member of the b1BANK team and hope to leverage his passion and commitment to excellence as we support our region’s small businesses and entrepreneurs in their drive to win,” said Jude Melville, president and chief executive officer of Business First Bancshares, Inc. and b1BANK. “Drew has already made well documented differences in the lives of the communities which we are blessed to have the chance to serve. We are honored that he would include community banking in general, and our institution in particular, in his playbook as he commits to continue impacting our region materially in the future, perhaps to an even greater degree than during his playing days.”

Brees is well known for his support of the New Orleans and Louisiana community in the immediate aftermath of Hurricane Katrina. In 2010, President Obama appointed Brees co-chair of the President’s Council on Fitness, Sports and Nutrition. Drew has participated in multiple United Service Organizations, Inc. (USO) tours including visits to Guantanamo Bay, Iraq, Afghanistan, Japan, Kuwait and United Arab Emirates. He holds a degree in industrial management from Purdue University.

- More -

500 Laurel Street

Baton Rouge, Louisiana 70801

P: 225-248-7600

F: 225-248-7650

“I am always looking for opportunities to partner with people and organizations that do the right things the right way, and I have experienced that personally as a client of b1BANK,” said Brees. “In formally joining the b1BANK team, I look forward to contributing to their on-going efforts to support the health of small businesses throughout their expanding footprint, which I know will not only benefit the company’s stakeholders but will have a positive and meaningful impact on our local communities for many years to come.”

About Business First Bancshares, Inc.

Business First Bancshares, Inc., through its banking subsidiary b1BANK, formerly known as Business First Bank, operates 43 banking centers in markets across Louisiana and in the Dallas, Texas area. b1BANK provides commercial and personal banking, treasury management and wealth solutions services to small to midsize businesses and their owners and employees. Visit www.b1BANK.com for more information. Business First’s common stock is traded on the NASDAQ Global Select Market under the symbol “BFST.”

Special Note Regarding Forward-Looking Statements

Statements in this press release may not be based on historical facts and may be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by reference to future period(s) or by the use of forward-looking terminology, such as “anticipate,” “estimate,” “expect,” “foresee,” “may,” “might,” “will,” “would,” “could” or “intend,” future or conditional verb tenses, and variations or negatives of such terms.

All forward-looking statements, expressed or implied, included in this press release are expressly qualified in their entirety by the cautionary statements contained or referred to herein. Any forward-looking statement speaks only as of the date of this press release, and we undertake no obligation, and specifically decline any obligation, to revise or update these forward-looking statements, whether as a result of new information, future developments or otherwise.

###