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): July 15, 2021
(Exact name of registrant as specified in its charter)
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(Address of Principal Executive Offices) | (Zip Code) | |||||||
(214 ) 365-6900
(Registrant’s telephone number, including area code)
(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 (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-2b) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4c) | |||||
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. ¨
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Item 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Retirement of R. Bryce Fowler; Appointment off W. Bradley Voss.
On July 15, 2021, R. Bryce Fowler, Executive Vice President and Chief Financial Officer of Triumph Bancorp, Inc. (the “Company”), informed the Company that he will be retiring effective September 1, 2021. Upon his retirement, Mr. Fowler is expected to enter into a consulting arrangement with the Company for an anticipated term of three years following his retirement and to continue to serve on the board of the Company’s subsidiary bank.
In connection with Mr. Fowler’s retirement and as part of the Company’s succession plan for such position, the Company has promoted W. Bradley Voss, currently the Executive Vice President and Treasurer of the Company, as Executive Vice President, Chief Financial Officer and Treasurer, effective September 1, 2021. Mr. Voss, 45, has served the Company in various financial roles since 2012, including as Senior Vice President and Treasurer from 2015 to 2019, and Executive Vice President and Treasurer since 2019. Prior to his employment with the Company, Mr. Voss worked in various roles with CSG Investments (an affiliate of Beal Bank), Highland Capital Management, L.P., Donaldson Lufkin and Jenrette and Bear Stearns. Mr. Voss holds a Bachelor of Business Administration in accounting and finance from Texas Christian University and a Master of Business Administration from University of Texas at Austin. He is a Chartered Financial Analyst (CFA) charter holder.
A copy of the press release issued by the Company announcing Mr. Fowler’s retirement and the promotion of Mr. Voss is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the federal securities laws. Investors are cautioned that such statements are predictions and that actual events or results may differ materially. The Company’s expected financial results or other plans are subject to a number of risks and uncertainties. For a discussion of such risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see “Risk Factors” and the forward-looking statement disclosure contained in the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on February 12, 2021. Forward-looking statements speak only as of the date made, and the Company undertakes no duty to update the information.
Item 9.01.Financial Statements and Exhibits
(d)Exhibits.
| Exhibit | Description | ||||
| 99.1 | |||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
EXHIBIT INDEX
| Exhibit | Description | ||||
| 99.1 | |||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
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.
TRIUMPH BANCORP, INC. | |||||
| By: | /s/ Adam D. Nelson | ||||
| Name: Adam D. Nelson Title: Executive Vice President & General Counsel | |||||
Date: July 15, 2021
Exhibit 99.1
TRIUMPH BANCORP ANNOUNCES CHIEF FINANCIAL OFFICER RETIREMENT
DALLAS – July 15, 2021 – Triumph Bancorp, Inc. (Nasdaq: TBK) today announced that after a more than 40-year career in finance, R. Bryce Fowler would retire from his position as executive vice president and chief financial officer of the Company effective Sept. 1, 2021.
“On behalf of the Board of Directors and the Triumph team, I want to thank Bryce for his tremendous leadership and dedication to building Triumph into what it is today,” said Aaron P. Graft, chief executive officer of the Company. “Bryce has been with me since the beginning of our journey into banking and I could not have asked for a better team mate. I look forward to him continuing on TBK Bank’s board of directors, even as he enjoys his well-deserved retirement.”
“Looking back on my time at Triumph, I could not be more proud of what we’ve accomplished,” said Fowler. “It has been a pleasure to be a part of driving growth and creating considerable shareholder value. I appreciate the relationships that I’ve developed, especially with our talented finance and accounting teams, management team, Board of Directors, and the investment community. I wish continued success for Triumph.”
Fowler and the Company are negotiating the terms of a consulting agreement, which will set forth the terms of the consulting services Fowler is expected to provide to the Company for an anticipated term of three years following his retirement.
As part of its formal succession plan, the Board of Directors concurrently announced that effective Sept. 1, 2021, Brad Voss, executive vice president and treasurer of the Company, will be promoted to executive vice president and chief financial officer. Voss has served as the Company’s executive vice president and treasurer since 2015. He joined Triumph in a consulting engagement in 2011 and has served in various finance roles since joining the Company full-time in 2012.
“It gives me great confidence knowing that a long-time Triumph team member with exceptional and diverse financial skills is stepping into this role,” said Graft. “Brad has a deep knowledge of our businesses and embodies our culture. It is gratifying to see him take the next step in his career.”
Before joining Triumph, Voss led the sourcing, analysis and execution of investments in distressed securities as senior vice president and portfolio manager with CSG Investments (an affiliate of Beal Bank). Before joining CSG Investments, he served as a portfolio manager for Highland Capital Management, L.P. Earlier in his career, he worked in institutional equity sales and research at Donaldson, Lufkin & Jenrette and then Bear Stearns.
Voss holds a Bachelor of Business Administration in accounting and finance from Texas Christian University and a Master of Business Administration from the University of Texas at Austin. He is a Chartered Financial Analyst (CFA) charter holder.
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12700 Park Central Dr., Suite 1700, Dallas, Texas 75251 | 214.365.6900 | triumphbancorp.com
ABOUT TRIUMPH BANCORP
Triumph Bancorp, Inc. (Nasdaq: TBK) is a financial holding company headquartered in Dallas, Texas, offering a diversified line of banking, payments, and factoring services. Our bank subsidiary, TBK Bank, SSB, is a Texas-state savings bank providing commercial and consumer banking products focused on meeting client needs in Texas, Colorado, Kansas, New Mexico, Iowa and Illinois. We also serve a national client base with carrier payment solutions through TriumphPay, factoring through Advance Business Capital LLC d/b/a Triumph Business Capital, insurance through Triumph Insurance Group, Inc., and equipment lending and asset based lending through Triumph Commercial Finance. www.triumphbancorp.com
Investor Relations:
Luke Wyse
Senior Vice President, Finance & Investor Relations
lwyse@tbkbank.com
214-365-6936
Media Contact:
Amanda Tavackoli
Senior Vice President, Director of Corporate Communication
atavackoli@tbkbank.com
214-365-6930
Source: Triumph Bancorp, Inc.
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