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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): June 29, 2021
(Exact name of registrant as specified in its charter)
| Customers Bancorp, Inc. | ||
| Pennsylvania | 001-35542 | 27-2290659 | ||||||
|
(State or other jurisdiction of
incorporation) |
(Commission File number) |
(IRS Employer
Identification No.) |
||||||
701 Reading Avenue
West Reading PA 19611
(Address of principal executive offices, including zip code)
(610) 933-2000
(Registrant’s telephone number, including area code)
N/A
(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 obligations of the registrant under any of the following provisions (see General Instructions 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 Symbols | Name of each exchange on which registered | ||||||||||||
| Voting Common Stock, par value $1.00 per share | CUBI | New York Stock Exchange | ||||||||||||
|
Fixed-to-Floating Rate Non-Cumulative Perpetual
Preferred Stock, Series C, par value $1.00 per share |
CUBI/PC | New York Stock Exchange | ||||||||||||
|
Fixed-to-Floating Rate Non-Cumulative Perpetual
Preferred Stock, Series D, par value $1.00 per share |
CUBI/PD | New York Stock Exchange | ||||||||||||
|
Fixed-to-Floating Rate Non-Cumulative Perpetual
Preferred Stock, Series E, par value $1.00 per share |
CUBI/PE | New York Stock Exchange | ||||||||||||
|
Fixed-to-Floating Rate Non-Cumulative Perpetual
Preferred Stock, Series F, par value $1.00 per share |
CUBI/PF | New York Stock Exchange | ||||||||||||
| 5.375% Subordinated Notes due 2034 | CUBB | 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.
As previously announced, effective July 1, 2021, Mr. Richard A. Ehst, President and Chief Operating Officer of Customers Bancorp, Inc. (the "Company") and President and Chief Executive Officer of Customers Bank, the Company’s wholly-owned subsidiary, will be retiring.
In connection with Mr. Ehst's retirement, Mr. Ehst and the Company entered into a Letter Agreement dated June 29, 2021 (the "Agreement") pursuant to which Mr. Ehst will receive, among other items, $1,000,000 paid in accordance with the terms of the Agreement as well as the immediate vesting of 71,959 shares of previously awarded restricted stock units of the Company and 136,225 of previously awarded stock options to purchase stock of the Company. The Agreement also contains other provisions typical for similar agreements. The foregoing summary of the terms and conditions of the Agreement is not complete and is qualified in its entirety by the text of the Agreement, which is filed herewith as Exhibit 10.1 to this current report on Form 8-K and which is incorporated herein by reference.
++++++++++++++++++++++++++++++
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit | Description | |||||||
| Letter Agreement, dated as of June 29, 2021, by and between Customers Bancorp, Inc. and Richard A. Ehst | ||||||||
SIGNATURE
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.
| CUSTOMERS BANCORP, INC. | |||||
|
By: /s/ Carla A. Leibold
|
|||||
| Name: Carla A. Leibold | |||||
| Title: Executive Vice President - Chief Financial Officer | |||||
Date: June 30, 2021
EXHIBIT INDEX
| Exhibit | Description | |||||||
| Letter Agreement, dated as of June 29, 2021, by and between Customers Bancorp, Inc. and Richard A. Ehst | ||||||||
