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 ) 561-4000
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 January 25, 2024, the board of directors (the “Board”) of Red River Bancshares, Inc. (the “Company”) appointed Michael R. Brown to serve as a director of the Company and Red River Bank, its wholly-owned subsidiary, effective January 25, 2024. Mr. Brown will stand for election at the Company’s 2024 annual meeting of shareholders. He was appointed on January 25, 2024, to serve on the Directors' Loan Committee of Red River Bank. Mr. Brown 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. Brown to any committee of the Board.
The Board has determined that Mr. Brown is independent under the applicable listing standards of the Nasdaq Stock Market. There is no arrangement or understanding between Mr. Brown and any other person pursuant to which he was selected as a director of the Company, and there is no family relationship between Mr. Brown and any of the Company’s other directors or executive officers. Mr. Brown 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. Brown 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 2023 Annual Meeting of Shareholders, filed with the Securities and Exchange Commission on March 16, 2023.
Item 7.01 Regulation FD Disclosure.
On January 25, 2024, the Company issued a press release announcing the appointment of Mr. Brown. 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 7.01. 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: January 25, 2024
| RED RIVER BANCSHARES, INC. | ||||||||
| By: | /s/ Julia E. Callis | |||||||
| Julia E. Callis | ||||||||
| Senior Vice President, General Counsel, and Corporate Secretary | ||||||||
Exhibit 99.1
Red River Bancshares, Inc. Board of Directors Elects
Michael J. Brown as New Director
ALEXANDRIA, La., January 25, 2024 (GLOBE NEWSWIRE) – Red River Bancshares, Inc. (Nasdaq: RRBI) (the “Company”) announced today that Michael J. Brown, CFA, has been appointed as a new director to the board of directors of the Company and Red River Bank, effective January 25, 2024.
Mr. Brown, who resides in New Orleans, Louisiana, joins the Company’s board after a highly successful career in the financial services industry that spanned more than 30 years. Mr. Brown began his career at Wachovia Corporate Services, in Atlanta, Georgia, and then worked for First Commerce Corporation in New Orleans, including following its merger with Banc One Corporation. He was then employed by IBERIABANK, where he most recently worked as the Chief Operating Officer from 1999 until IBERIABANK’s acquisition by First Horizon Bank in 2020. Mr. Brown then served as the President of Regional Banking for First Horizon Bank from 2020 to 2021. In addition to his financial services background, Mr. Brown has served on the board of directors of Amerisafe, a publicly-traded insurance company, since 2014. Blake Chatelain, President and Chief Executive Officer of the Company, said, “We are very pleased to welcome Michael, who brings a wealth of experience in all areas of banking operations and strategy. I had the privilege of working with Michael earlier in our careers when we both worked at First Commerce, and it is a pleasure to have the opportunity to work with him again. Michael’s deep industry knowledge will be invaluable as we continue to navigate the banking landscape and deliver exceptional value to our customers and shareholders.”
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 one combined loan and deposit production office in 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; Acadiana, which includes the Lafayette MSA; and New Orleans.
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 one combined loan and deposit production office in 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; Acadiana, which includes the Lafayette MSA; and New Orleans.
Contact:
Julia Callis
Senior Vice President, General Counsel & Corporate Secretary
318-561-4042
julia.callis@redriverbank.net
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