Great Western Bancorp, Inc. (Form: 8-K, Received: 11/26/2019 16:57:20)

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): November 26, 2019

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 Number)

225 South Main Avenue		57104
Sioux Falls,	South Dakota
(Address of principal executive offices)		(Zip Code)

(605) 334-2548

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(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:

☐ 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, $0.01 par value per share	GWB	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 checkmark if the registrant has elected not to use the extended 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.

On November 26, 2019, Great Western Bancorp, Inc., announced that as part of its succession planning, Ken Karels, Chairperson, President and Chief Executive Officer (“CEO”) of Great Western Bancorp, Inc., and its subsidiary Great Western Bank (together, the “Company”) will retire from the Company on October 2, 2020. Mr. Karels will continue to serve as Chairperson, President and CEO of the Company until the earlier of the date his successor is appointed or October 2, 2020, his retirement date. The Company Board has engaged an executive search firm and is considering both internal and external candidates.

On November 22, 2019, Mr. Karels entered into a CEO Transition and Retirement Agreement (the “Transition Agreement”) with the Company and Great Western Bank to assist with a smooth and successful transition to his successor. After the appointment of his successor, Mr. Karels will serve the Company as a Special Advisor, a non-executive employee role, to assist in the transition of duties to the new President and Chief Executive Officer until October 2, 2020. The Transition Agreement provides that subject to continued service to the Company, Mr. Karels will receive his salary, incentives, and benefits through October 2, 2020 including:

(a) short term incentive (the “STI”) compensation in respect of the Company’s 2020 fiscal year which will be paid at target,

(b) long term incentive stock (the “LTI”) awards in respect of the Company’s 2020 fiscal year,

(c) the STI and LTI (including all previously granted LTI), shall be payable and vest in accordance with the Company’s retirement policy and Section 8.4 of his Employment Letter entered into on December 15, 2017, a copy of which was attached as Exhibit 10.1 to the Company’s form 8-K filed on December 18, 2017 and incorporated by reference (the “Employment Letter”), and

(d) eligibility to participate in all employee benefit plans and programs generally available to employees of the Company, to the extent that Mr. Karels meets the eligibility requirements for each individual plan or program.

Mr. Karels will not be granted any further cash incentive awards, stock options, restricted stock, performance share awards, or other equity or incentive awards other than as previously approved. At the request of the Board to facilitate a smooth transition to the new CEO, Mr. Karels will resign from any officer or director positions held at the Company or any of its affiliates.

Following his retirement, commencing on October 3, 2020 and continuing through October 2, 2021, Mr. Karels will enter into an agreement to serve as an independent contractor to the Company and Great Western Bank (the “IC Agreement”). The IC Agreement will contain customary terms and will provide for the payment of fees to Mr. Karels in the amount $75,000 per month until October 2, 2021 (partial months to be prorated). The Company will also reimburse Mr. Karels for any reasonable, documented business expenses incurred in performing such services in accordance with the Company’s policies.

As a condition to receiving the above compensation and benefits, Mr. Karels must comply with the surviving covenants in his Employment Letter, including confidentiality, non-competition and non-solicitation, and he must sign and not rescind releases of claims in favor of the Company upon his retirement. There were no disagreements or disputes between Mr. Karels and the Company which led to the retirement.

The above summary of the terms of the Transition Agreement is qualified in its entirety by reference to the full text of the Transition Agreement, which is filed as Exhibit 10.1 to this Current Report, and to the Employment Letter which was attached as Exhibit 10.1 to the Company’s form 8-K filed on December 18, 2017, and incorporated by reference. On November 26, 2019, the Company issued a press release announcing Mr. Karels October 2, 2020 planned retirement from the Company. A copy of the Company’s press release is furnished as Exhibit 99.1 to this Current Report.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.			Description

10.1			CEO Transition and Retirement Agreement
99.1			Press release of Great Western Bancorp, Inc. dated November 26, 2019, announcing Ken Karels Retirement

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: November 26, 2019			By: /s/ Donald J. Straka
			Name: Donald J. Straka
			Title: Corporate Secretary and General Counsel

INDEX TO EXHIBITS


Exhibit No.			Description

10.1			CEO Transition and Retirement Agreement
99.1			Press release of Great Western Bancorp, Inc. dated November 26, 2019, announcing Ken Karels Retirement

Great Western Bancorp, Inc. Announces Ken Karels Retirement

Sioux Falls, SD - November 26, 2019 - Great Western Bancorp, Inc. (NYSE: GWB), the parent company of Great Western Bank (www.greatwesternbank.com), announced today that as part of its succession planning, Kenneth J. Karels, Chairperson, President and CEO of Great Western Bancorp, Inc., and Great Western Bank (together, “Great Western”) plans to retire from Great Western effective October 2, 2020. Mr. Karels will continue to serve as Chairperson, President and CEO of Great Western until the earlier of his successor’s appointment or the date of his retirement. Following the appointment of Mr. Karels’ successor, Mr. Karels will continue on in advisory capacity to assist in the transition.

Mr. Karels, who has over 43 years of banking experience, 17 years with Great Western, has been CEO and on the Board since 2010 and was elected Chairperson in 2017. Mr. Karels also serves as the Chairperson, President and CEO of the Bank and serves on the Boards of Directors of the Bank's other subsidiaries.

“It has been an honor to have led Great Western. After over four decades in banking, and almost a decade as the CEO of Great Western, I believe 2020 is the right time to retire. I look forward to transitioning the helm to the new CEO when identified and acting as an advisor to Great Western after retiring. I want to express my appreciation for the opportunity and privilege it has been to work with so many talented and dedicated colleagues at Great Western,” said Mr. Karels.

Thomas Henning, Lead Independent Director of the Board, said, “Ken has been a solid leader for the company, navigating it through its initial public offering in 2014, growth in assets from $5.2 billion in 2009 to over $12.7 billion as of September 30, 2019, as well as year over year net income growth. He has a deep understanding of the markets and his disciplined approach to running the bank has resulted in the significant success we experienced under his leadership.”

About Great Western Bancorp, Inc.

Great Western Bancorp, Inc. is the holding company for Great Western Bank, a full-service regional bank focused on relationship-based business and agribusiness banking. Great Western Bank offers small and mid-sized businesses a focused suite of financial products and a range of deposit and loan products to retail customers through several channels, including the branch network, online banking system, mobile banking applications and customer care centers. The bank services its customers through more than 170 branches in nine states: Arizona, Colorado, Iowa, Kansas, Minnesota, Missouri, Nebraska, North Dakota and South Dakota. To learn more about Great Western Bank visit www.greatwesternbank.com.

Forward-Looking Statements

The materials posted may contain forward-looking statements, including guidance, involving significant risks and uncertainties, which will be identified by words such as "believe," "expect," "anticipate," "intend," "estimate," "should," "is likely," "will," "going forward" and other expressions that indicate future events and trends and may be followed by or reference cautionary statements. A number of factors could cause actual results to differ materially from those in the forward-looking information. These factors are outlined in our most recent earnings press release and in more detail in our most current 10-Q and 10-K filings. Great Western Bancorp, Inc. disclaims any obligation to update any of the forward-looking statements that are made from time to time to reflect future events or developments or changes in expectations.

GREAT WESTERN BANCORP, INC.

Media and Investor Relations Contacts:

Peter Chapman, 605.373.3198

peter.chapman@greatwesternbank.com

Seth Artz, 605.988.9523

seth.artz@greatwesternbank.com