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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): October 29, 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 Number)
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 1.01. Entry into a Material Definitive Agreement.

On October 29, 2020, FB Financial Corporation (the “Company”) and James W. Ayers, the Executive Chairman of the board of directors of the Company (the “Board”), entered into a second amendment (the “Amendment”) to the Shareholder’s Agreement, dated as of September 15, 2016 and previously amended on January 21, 2020 (the “Shareholder’s Agreement”), by and between the Company and Mr. Ayers. Pursuant to the terms of the Amendment, the Shareholder’s Agreement was amended to reflect the Board increasing its size from 13 members to 14 members.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K (this “Report”) and incorporated herein by reference.

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

On October 29, 2020, the Board increased its size from 13 members to 14 members and appointed Stuart C. McWhorter to fill the vacancy created by the increase in number of directors and to serve as a member of the Board until the election and qualification of his successor or until his earlier death, resignation, or removal.

Stuart C. McWhorter, age 52, is an accomplished entrepreneur and executive leader as well as public servant. Mr. McWhorter rejoins the Board after serving as Tennessee Governor Bill Lee’s Commissioner of Finance and Administration from January 2018 until May 2020. Prior to serving as Governor Lee’s Commissioner of Finance and Administration, Mr. McWhorter served as a member of the Board for more than 12 years. Since returning to the private sector in May 2020, Mr. McWhorter has returned to his role as co-founder and chairman of Clayton Associates, an investment firm headquartered in Brentwood, Tennessee that makes seed, angel, and venture stage investments in the healthcare and technology industries, a position he previously held from 1996 until his appointment by Governor Lee in January 2018. Mr. McWhorter also served for one year, from April 2015 to April 2016, as the chief executive officer of the Nashville Entrepreneur Center, a Nashville-based non-profit organization that helps entrepreneurs launch and grow businesses. Mr. McWhorter also has substantial civic leadership experience, serving on a number of past or present boards, including Belmont University, the Clemson University Foundation, the Tennessee Business Roundtable, and the YMCA of Middle Tennessee. Mr. McWhorter received his Master’s degree in Health Administration from the University of Alabama-Birmingham and his Bachelor of Science degree in Management from Clemson University.

The Board has determined that Mr. McWhorter qualifies as an independent director under the listing standards of the New York Stock Exchange. As of the date of this Report, the Board has not appointed Mr. McWhorter to any committees of the Board, though the Company undertakes to amend this Report if Mr. McWhorter is subsequently appointed to any such committees. There are no family relationships between Mr. McWhorter and any director, executive officer or person nominated or chosen by the Board to become a director or executive officer of the Company, and there were no arrangements or understandings between Mr. McWhorter and any other person pursuant to which he was selected as a director. In addition, there are no transactions involving Mr. McWhorter and the Company that require disclosure under Item 404(a) of Regulation S-K.

In his capacity as a director, Mr. McWhorter will receive compensation that is consistent with the compensation received by the other non-employee members of the Board. A description of the compensation paid by the Company to its non-employee directors is set forth under “Director Compensation” in the Company’s definitive proxy statement for its 2020 annual meeting of shareholders filed with the Securities and Exchange Commission on March 17, 2020, which description is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On November 2, 2020, the Company issued a press release announcing the appointment of Mr. McWhorter to the Board. A copy of this press release is furnished as Exhibit 99.1 to this Report.

In accordance with General Instruction B.2 of Form 8-K, the press release is deemed to be “furnished” and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall the press release be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.





Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number Description of Exhibit
10.1
99.1
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 hereunto duly authorized.
 
 
  FB FINANCIAL CORPORATION
     
     
  By: /s/Beth W. Sims
    Beth W. Sims
    General Counsel and Corporate Secretary
     
Date: November 4, 2020    

Exhibit 10.1
SECOND AMENDMENT TO SHAREHOLDER’S AGREEMENT

This SECOND AMENDMENT TO SHAREHOLDER’S AGREEMENT (this “Amendment”), dated and effective as of October 29, 2020, amends that certain Shareholder’s Agreement, dated as of September 15, 2016 and as amended on January 21, 2020 (the “Agreement”), by and between FB Financial Corporation (the “Company”) and James W. Ayers (the “Shareholder”). All capitalized terms that are not otherwise defined herein shall have the meaning set forth in the Agreement.

RECITALS

WHEREAS, the Agreement provides that the Shareholder and the Company shall take all Necessary Action to cause the size of the Board of Directors to be established and remain between five and thirteen members;

WHEREAS, the Company and the Shareholder desire to provide additional flexibility in the appointment of future members of the Board of Directors; and

WHEREAS, Section 4.3 of the Agreement provides that the Agreement may be amended with the prior written consent of the Shareholder.

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements and covenants contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Amendment to Section 3.1(a). The introductory paragraph of Section 3.1(a) of the Agreement shall be amended to read in its entirety as follows:

(a) Rights to Designate. The Shareholder hereby agrees to vote, or cause to be voted, all of its Shares, at any annual or special meeting, by written consent, or otherwise, and will take all Necessary Actions within the Shareholder’s control, and Company will take all Necessary Actions within its control, to cause the authorized number of directors on the Board of Directors to be established and remain between five and fourteen with such number approved pursuant to the Bylaws and Charter, and the Shareholder shall have the right, but not the obligation, to elect or appoint or cause to be elected or appointed to the Board of Directors and cause to be continued in office:

2. Modification; Full Force and Effect. Except as expressly modified and superseded by this Amendment, the terms and provisions of the Agreement are and shall continue to be in full force and effect.

3. Miscellaneous Terms. The provisions of Section 4 (Miscellaneous Provisions) of the Agreement shall apply to this Amendment.


[signature page follows]






IN WITNESS WHEREOF, the parties have executed this Amendment as of the date set forth above.


FB FINANCIAL CORPORATION



/s/ Christopher T. Holmes
Christopher T. Holmes
President and Chief Executive Officer


SHAREHOLDER



/s/ James W. Ayers
James W. Ayers
Shareholder

Exhibit 99.1
IMAGE1A.JPG
McWhorter Rejoins FB Financial Board of Directors
Entrepreneur, Executive Leader to Help Guide FirstBank’s Continuing Growth

NASHVILLE, Tenn. (Nov. 2, 2020) – Nashville entrepreneur and executive leader Stuart McWhorter is rejoining the board of FB Financial Corporation after leaving the Lee administration in May to return to the private sector.
After serving as a director for more than 12 years, McWhorter resigned from the Company’s board in January 2018 when he became Gov. Bill Lee’s Commissioner of Finance and Administration. The creation of a new board seat to be filled by McWhorter was approved by the FirstBank board of directors on Thursday, bringing the total to 14.
“We are extremely pleased to welcome Stuart back on the board,” said FB Financial’s President and CEO Chris Holmes. “His business experience and knowledge will be invaluable as we continue FirstBank’s growth following the successful merger with Franklin Synergy Bank. Stuart helped us tremendously as we plotted our growth strategy and launched the largest banking IPO in Tennessee history in 2016.”
As finance commissioner, McWhorter led the drafting of two fiscal year state budgets, provided leadership to the department’s various divisions, co-chaired the Governor’s Healthcare Modernization Task Force, and served on several boards and commissions on behalf of the governor, including the State Building Commission, State Funding Board and the Investment Committee of the state’s Pension Fund. In response to the COVID-19 pandemic, Governor Lee also appointed McWhorter as Director of the TN Unified Command Group to streamline coordination across the Tennessee Emergency Management Agency (TEMA), Tennessee Department of Health and Tennessee Department of Military.
McWhorter is co-founder and chairman of Clayton Associates, a venture capital firm investing in health care, technology and diversified business services. He also volunteers at his alma mater, Clemson University in South Carolina. He formerly served as president and CEO of the Nashville Entrepreneur Center.
About FB Financial Corporation
FB Financial Corporation (NYSE: FBK) is a bank holding company headquartered in Nashville, Tenn. FB Financial operates through its wholly owned banking subsidiary, FirstBank, the third largest Tennessee-headquartered bank, with 87 full-service bank branches across Tennessee, South Central Kentucky, North Alabama and North Georgia, and a national mortgage business with offices across the Southeast. FirstBank serves five of the largest metropolitan markets in Tennessee and has approximately $11.0 billion in total assets.
For More Information:
Jeanie Rittenberry Roger Shirley
FirstBank MP&F Strategic Communications
jrittenberry@firstbankonline.com rshirley@mpf.com
(615) 313-8328 (615) 259-4000