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)
(Exact Name of Registrant as Specified in Charter)
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(Address of Principal Executive Offices) | (Zip Code) | |||||||
(318 ) 561-5028
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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 24, 2022, the board of directors (the “Board”) of Red River Bancshares, Inc. (the “Company”) appointed Michael D. Crowell to serve as a director of the Company and Red River Bank, its wholly-owned subsidiary, effective February 24, 2022. Mr. Crowell will stand for election at the Company’s 2022 annual meeting of shareholders. He was appointed on February 24, 2022, to serve on the Directors' Loan Committee of Red River Bank. Mr. Crowell has not been appointed to any committees of the Company, and no appointment to any committee of the Company is expected at this time. The Company will file an amendment to this Current Report on Form 8-K within four business days of the appointment of Mr. Crowell to any committee of the Board.
The Board has determined that Mr. Crowell is independent under the applicable listing standards of the Nasdaq Stock Market. There is no arrangement or understanding between Mr. Crowell and any other person pursuant to which he was selected as a director of the Company, and there is no family relationship between Mr. Crowell and any of the Company’s other directors or executive officers. Mr. Crowell does not have a material interest in any transaction that is required to be disclosed under Item 404(a) of Regulation S-K, other than deposits, loans, and other financial services related transactions with Red River Bank made in the ordinary course of business, on substantially the same terms, including interest rates and collateral (where applicable), as those prevailing at the time for comparable transactions with persons not related to the Company or Red River Bank, and do not involve more than a normal risk of collectability or present other features unfavorable to Red River Bank.
Mr. Crowell will participate in the Company’s non-employee director compensation program. A complete description of the Company’s non-employee director compensation program is set forth in the Company's proxy statement for the 2021 Annual Meeting of Shareholders, filed with the Securities and Exchange Commission on March 19, 2021.
On February 24, 2022, John C. Simpson, Chair Emeritus of the Board of the Company and Red River Bank, notified the Company that he would be retiring from the boards at the end of his current term and will not stand for reelection at the Company’s 2022 annual meeting of shareholders. Mr. Simpson will step down from his committee appointments for the Company and Red River Bank effective February 24, 2022.
Item 7.01 Regulation FD Disclosure.
On February 24, 2022, the Company issued a press release announcing the appointment of Mr. Crowell and the retirement of Mr. Simpson. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference in this Item 5.02. As provided in General Instruction B.2 to Form 8-K, the information furnished in Item 7.01 and Exhibit 99.1 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and such information shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item. 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following are furnished as exhibits to this Current Report on Form 8-K.
| Exhibit Number | Description of Exhibit | |||||||
| 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.
Dated: February 24, 2022
| RED RIVER BANCSHARES, INC. | ||||||||
| By: | /s/ Amanda W. Barnett | |||||||
| Amanda W. Barnett | ||||||||
| Senior Vice President, General Counsel, and Corporate Secretary | ||||||||
Exhibit 99.1
Red River Bancshares, Inc. Announces Changes to its Board of Directors
ALEXANDRIA, La., February 24, 2022 (GLOBE NEWSWIRE) – Red River Bancshares, Inc. (Nasdaq: RRBI) (the “Company”) announced today that its Chair Emeritus and a founding director, John C. Simpson, will retire from the Board of Directors of the Company and Red River Bank, the Company’s wholly owned subsidiary (“Bank”), at the end of his current term, which expires at the Company’s 2022 annual shareholder meeting. Also, the Board of the Company today appointed Michael D. Crowell as an independent director to its board and to the board of directors of the Bank.
Blake Chatelain, President and Chief Executive Officer of the Company, said, “John’s leadership and extensive business and entrepreneurial expertise have been instrumental in the success of the Company and Bank. We are deeply grateful for his many years of service and congratulate him on his retirement. We wish him the very best.”
Mr. Simpson said, “It has been a privilege to serve as a founding director, Chair of the Board, and Chair Emeritus of the board for the Company and the Bank. I thank our shareholders for their support, and my fellow directors and our employees for their hard work and dedication to the Company and the Bank.”
Michael D. Crowell is a longtime leader in the forestry industry and is president of Crowell Forest Resources, LLC, a fifth generation family timber company founded in 1892. Mr. Chatelain said, “Michael is an esteemed business leader. He will add great value to our board of directors, and the Company and Bank will benefit from his perspective and insight. We are glad to welcome him to the board of directors.”
About Red River Bancshares, Inc.
The Company is the bank holding company for Red River Bank, a Louisiana state-chartered bank established in 1999 that provides a fully integrated suite of banking products and services tailored to the needs of commercial and retail customers. Red River Bank operates from a network of 27 banking centers throughout Louisiana and two combined loan and deposit production offices, one each in Lafayette, Louisiana and New Orleans, Louisiana. Banking centers are located in the following Louisiana markets: Central, which includes the Alexandria metropolitan statistical area ("MSA"); Northwest, which includes the Shreveport-Bossier City MSA; Capital, which includes the Baton Rouge MSA; Southwest, which includes the Lake Charles MSA; the Northshore, which includes Covington; and Acadiana, which includes the Lafayette MSA.
The Company is the bank holding company for Red River Bank, a Louisiana state-chartered bank established in 1999 that provides a fully integrated suite of banking products and services tailored to the needs of commercial and retail customers. Red River Bank operates from a network of 27 banking centers throughout Louisiana and two combined loan and deposit production offices, one each in Lafayette, Louisiana and New Orleans, Louisiana. Banking centers are located in the following Louisiana markets: Central, which includes the Alexandria metropolitan statistical area ("MSA"); Northwest, which includes the Shreveport-Bossier City MSA; Capital, which includes the Baton Rouge MSA; Southwest, which includes the Lake Charles MSA; the Northshore, which includes Covington; and Acadiana, which includes the Lafayette MSA.
Contact:
Julia Callis
Vice President, Corporate Counsel & Investor Relations Officer
318-561-4042
julia.callis@redriverbank.net
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