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 1, 2016

GREAT WESTERN BANCORP, INC.
(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of Incorporation)

001-36688
 
47-1308512
(Commission File Number)
 
(IRS Employer Identification No.)
 
 
 
225 South Main Avenue
 
 
Sioux Falls, South Dakota
 
57104
(Address of Principal Executive Offices)
 
  (Zip Code)


(605) 334-2548
(Registrant’s Telephone Number, Including Area Code)

100 North Phillips Avenue
Sioux Falls, South Dakota 57104
(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:

o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))











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

On July 27, 2016, the Board of Directors (the “Board”) of Great Western Bancorp, Inc. (the “Company”) adopted the Great Western Bancorp, Inc. Clawback Policy (the “Policy”) effective July 27, 2016. The Policy applies to the Company’s future, current and former executive officers as defined in the Securities Exchange Act of 1934, as amended, and as determined by the Board in accordance with Section 10D of the Exchange Act and the listing standards of the national securities exchange on which the Company’s securities are listed, and such other senior executives or employees, who may from time to time be deemed subject to the Policy by the Board (each a “Covered Executive”).

Under the Policy, if the Company is required to prepare an accounting restatement due to the Company’s material noncompliance with any financial reporting requirement under the U.S. federal securities laws, then the Board will require reimbursement or forfeiture of any excess Incentive Compensation received by any Covered Executive during the three completed fiscal years immediately preceding the date on which the Company is required to prepare an accounting restatement. For purposes of this Policy, Incentive Compensation means:

“all bonuses and other incentive and equity compensation awarded to each of the Covered Executives, the amount, payment and/or vesting of which was calculated based wholly or in part on the application of objective performance criteria measured during any part of the period covered by the restatement of any of the following; provided that such compensation is granted, earned or vested based wholly or in part on the attainment of a financial reporting measure (reporting measures such as Net Income, Efficiency Ratio, Return on Equity, Return on Tangible Assets), which may include but are not limited to:
 
• Annual bonuses and other short- and long-term cash incentives.
• Stock options.
• Stock appreciation rights.
• Restricted stock.
• Restricted share units.
• Performance shares.
• Performance share units.”  

Excess Incentive Compensation means:

“the amount to be recovered will be the excess of the Incentive Compensation paid to the Covered Executive based on the erroneous data over the Incentive Compensation that would have been paid to the Covered Executive had it been based on the restated results, as determined by the Board.”
 
The foregoing description of the Policy does not purport to be complete and is qualified in its entirety by reference to the full text of the Policy, effective July 27, 2016, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 8.01. Other Events.

On August 1, 2016, the Company moved its headquarters to 225 S. Main Avenue, Sioux Falls, South Dakota 57104. The Company’s telephone number remains the same (605) 334-2548.

Item 9.01. Financial Statements and Exhibits  

(d) Exhibits. The following exhibits are being filed herewith:

Exhibit No.
Description
 
 
10.1
Great Western Bancorp, Inc. Clawback Policy





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.


 
GREAT WESTERN BANCORP, INC.
 
 
Date: August 1, 2016
By:           /s/ Donald J. Straka
 
Name:          Donald J. Straka
 
Title:          General Counsel and Secretary

    




















Clawback Policy

Administration Information Schedule    
Policy Name
Clawback Policy
Approval Date
 
Next Review Date
 
Last Updated Information
 
Title of Policy Owner
Head of People & Culture
Policy Governance Authority
Compensation Committee
Issuing Department
People & Culture
Details of Policy Approval Authority
Approved By:
GWB Compensation Committee

CLAWBACK POLICY

Introduction   

The Board of Directors (the “ Board ”) of Great Western Bancorp, Inc., (“the Company ”) believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The Board has therefore adopted this policy which provides for the recoupment of certain executive compensation in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under the federal securities laws (the “ Policy ”). This Policy is designed to comply with Section 10D of the Securities Exchange Act of 1934 (the “ Exchange Act ”).
 
Administration   

This Policy shall be administered by the Board or, if so designated by the Board, the Compensation Committee, in which case references herein to the Board shall be deemed references to the Compensation Committee. Any determinations made by the Board shall be final and binding on all affected individuals.
 
Covered Executives   

This Policy applies to the Company’s future, current and former executive officers as defined in the Securities Exchange Act of 1934, as amended , and as determined by the Board in accordance with Section 10D of the Exchange Act and the listing standards of the national securities exchange on which the Company’s securities are listed, and such other senior executives or employees, who may from time to time be deemed subject to the Policy by the Board (” Covered Executives ”).
 
Recoupment; Accounting Restatement   

In the event the Company is required to prepare an accounting restatement of its financial statements due to the Company’s material noncompliance with any financial reporting requirement under the securities laws, the Board will require reimbursement or forfeiture of any excess Incentive Compensation received by any Covered Executive during the three completed fiscal years immediately preceding the date on which the Company is required to prepare an accounting restatement.
 
Incentive Compensation   

“Incentive Compensation” means all bonuses and other incentive and equity compensation awarded to each of the Covered Executives, the amount, payment and/or vesting of which was calculated based wholly or in part on the application of objective performance criteria measured during any part of the period covered by the restatement of any of the following; provided that such compensation is granted, earned or vested based wholly or in part on the attainment of a financial reporting measure (reporting measures such as Net Income, Efficiency Ratio, Return on Equity, Return on Tangible Assets), which may include but are not limited to:
 
•
Annual bonuses and other short- and long-term cash incentives.
•
Stock options.
•
Stock appreciation rights.
•
Restricted stock.
•
Restricted share units.
•
Performance shares.
•
Performance share units.
Excess Incentive Compensation: Amount Subject to Recovery   

The amount to be recovered will be the excess of the Incentive Compensation paid to the Covered Executive based on the erroneous data over the Incentive Compensation that would have been paid to the Covered Executive had it been based on the restated results, as determined by the Board.
 
If the Board cannot determine the amount of excess Incentive Compensation received by the Covered Executive directly from the information in the accounting restatement, then it will make its determination based on a reasonable estimate of the effect of the accounting restatement.
Exceptions
The Board shall not seek recovery to the extent it determines (i) that to do so would be unreasonable or (ii) that it would be better for the Company not to do so. In making such determination, the Board shall take into account such considerations as it deems appropriate, including, without limitation, (A) the likelihood of success under governing law versus the cost and effort involved, (B) whether the assertion of a claim may prejudice the interests of the Company, including in any related proceeding or investigation, (C) the passage of time since the occurrence of the act in respect of the applicable fraud or intentional illegal conduct and (D) any pending legal proceeding relating to the applicable fraud or intentional illegal conduct.
Due Process Rights
Before the Board determines to seek recovery pursuant to this policy, it shall provide to the Covered Executive written notice and the opportunity to be heard, at a meeting of the Board (which may be in-person or telephonic, as determined by the Board).
Manner of Repayment
If the Board determines to seek a recovery pursuant to this policy, it shall make a written demand for repayment from the Covered Executive and, if the Covered Executive does not within a reasonable period tender repayment in response to such demand, and the Board determines that he or she is unlikely to do so, the Board may seek a court order against the Covered Executive for such repayment.

Method of Recoupment   
    
The Board will determine, in its sole discretion, the method for recouping Incentive Compensation hereunder which may include, without limitation:
 
    (a) requiring reimbursement of cash Incentive Compensation previously paid;
 
    (b) seeking recovery of any gain realized on the vesting, exercise, settlement, sale, transfer or other disposition of any equity-based awards;
 
    (c) offsetting the recouped amount from any compensation otherwise owed by the Company to the Covered Executive;
 
    (d) cancelling outstanding vested or unvested equity awards; and/or
 
    (e) taking any other remedial and recovery action permitted by law, as determined by the Board.
 
No Indemnification   

The Company shall not indemnify any Covered Executives against the loss of any incorrectly awarded Incentive Compensation.
 
Interpretation   

The Board is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate or advisable for the administration of this Policy. It is intended that this Policy be interpreted in a manner that is consistent with the requirements of Section 10D of the Exchange Act and any applicable rules or standards adopted by the Securities and Exchange Commission or any national securities exchange on which the Company’s securities are listed.
 
Effective Date   

This Policy shall be effective as of the date it is adopted by the Board (the “ Effective Date ”) and shall apply to Incentive Compensation that is approved, awarded or granted to Covered Executives on or after that date.
 
Amendment; Termination   

The Board may amend this Policy from time to time in its discretion and shall amend this Policy as it deems necessary to reflect final regulations adopted by the Securities and Exchange Commission under Section 10D of the Exchange Act and to comply with any rules or standards adopted by a national securities exchange on which the Company’s securities are listed. The Board may terminate this Policy at any time.
 
Other Recoupment Rights   

The Board intends that this Policy will be applied to the fullest extent of the law. The Board may require that any employment agreement, equity award agreement or similar agreement entered into on or after the Effective Date shall, as a condition to the grant of any benefit thereunder, require a Covered Executive to agree to abide by the terms of this Policy. Any right of recoupment under this Policy is in addition to, and not in lieu of, any other remedies or rights of recoupment that may be available to the Company pursuant to the terms of any similar policy in any employment agreement, equity award agreement, or similar agreement and any other legal remedies available to the Company.
 
Impracticability   

The Board shall recover any excess Incentive Compensation in accordance with this Policy unless such recovery would be impracticable, as determined by the Board in accordance with Rule 10D-1 of the Exchange Act and the listing standards of the national securities exchange on which the Company’s securities are listed.
 
Successors   

This Policy shall be binding and enforceable against all Covered Executives and their beneficiaries, heirs, executors, administrators or other legal representatives.
 



This Policy and/or Procedure is the property of Great Western Bancorp, Inc. and its affiliates and may not be copied, reproduced, stored in a retrieval system, or transmitted in any form or by any means, without proper authorization.


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