UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 17, 2020
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TRISTATE CAPITAL HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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Pennsylvania | 001-35913 | 20-4929029 | ||
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||
One Oxford Centre |
301 Grant Street, Suite 2700 |
Pittsburgh, Pennsylvania 15219 |
(Address of principal executive offices) |
(Zip Code) |
(412) 304-0304 |
(Registrant's telephone number, including area code) |
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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)) |
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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, no par value | TSC | Nasdaq Global Select Market | ||
Depositary Shares, Each Representing a 1/40th Interest in a Share of 6.75% Fixed-to-Floating Rate Series A Non-Cumulative Perpetual Preferred Stock | TSCAP | Nasdaq Global Select Market | ||
Depositary Shares, Each Representing a 1/40th Interest in a Share of 6.375% Fixed-to-Floating Rate Series B Non-Cumulative Perpetual Preferred Stock | TSCBP | Nasdaq Global Select Market | ||
Indicate by check mark whether the registrant is 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 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. ¨
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) | On January 17, 2020, the Board of Directors (the “Board”) of TriState Capital Holdings, Inc. (the “Company”) appointed Audrey Palombo Dunning as a director of the Company, effective immediately. Ms. Dunning was appointed as a Class I director and her initial term will expire at the Company’s 2021 annual meeting of shareholders. Ms. Dunning also was appointed a member of the board of directors of the Company’s bank subsidiary, TriState Capital Bank (the “Bank”). |
Ms. Dunning, 58, is the founder and has served since July 2019 as the Chief Executive Officer of AMP Growth Advisors, LLC, a firm specializing in strategy development, executive coaching and advising on digital transformation. Previously, Ms. Dunning served as Chief Executive Officer of Summa, a digital solutions consultancy, from 2007 through its August 2017 acquisition by CGI, a global information technology consulting company. Ms. Dunning subsequently served as Senior Vice President of CGI’s Great Lakes Business Unit until December 2018. Ms. Dunning also has served since 2015 on the Board of Directors for the Pittsburgh Branch of the Federal Reserve Bank of Cleveland. And between 2016 and 2019, Ms. Dunning served on the Board of Directors of Dollar Bank.
As of the date of this Current Report on Form 8-K, neither Ms. Dunning nor any of her immediate family members is a party, directly or indirectly, to any transaction that would be required to be reported under Rule 404(a) of Regulation S-K, nor is Ms. Dunning a party to any understanding or arrangement pursuant to which she was appointed as a director. In connection with her appointment, the Board determined that Ms. Dunning is an independent director under applicable listing standards of the Nasdaq Global Select Market. Ms. Dunning has been appointed to the Audit and Risk committees of the Board.
In connection with her appointment Ms. Dunning received a grant of 3,000 restricted shares of the Company’s common stock that will vest on the third anniversary of the grant date. She also will receive a retainer of $35,000, which will be paid in restricted shares of the Company’s common stock that will vest on the third anniversary of the grant date.
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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.
TRISTATE CAPITAL HOLDINGS, INC. | |
By | /s/ James F. Getz |
James F. Getz | |
Chairman, President and Chief Executive Officer | |
Date: January 22, 2020
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