UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
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 26, 2021
(Exact name of Registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||||||||
(Address of principal executive offices)
(972 ) 349-6200
(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 | 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. o
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 26, 2021, the board of directors (the “Board”) of Veritex Holdings, Inc. (the “Company”) approved, in accordance with the Third Amended and Restated Bylaws of the Company and applicable state and federal law, to increase the number of directors on the Board from thirteen to fourteen. Contemporaneously, the Board appointed Arcilia Acosta to serve as a director of the Company, effective immediately, until her successor shall have been elected and qualified or until her earlier death, resignation or removal.
Ms. Acosta is the President and Chief Executive Officer of CARCON Industries and Construction, a full-services construction firm, and she is also the Founder and Chief Executive Officer of Southwestern Testing Laboratories, a geotechnical engineering and construction materials testing firm. Mrs. Acosta currently serves on the board of Vistra Corporation (NYSE: VST) and Magnolia Oil & Gas Corporation (NYSE: MGY).
The Board did not appoint Ms. Acosta pursuant to any arrangements or understandings between Ms. Acosta and the Company, Veritex Community Bank and any other person. At the time of the report, the Company's Board had not yet determined which committees Ms. Acosta would serve as a member. On February 9, 2021, the Company's Board appointed Ms. Acosta to the Audit Committee and Asset-Liability Committee, effective immediately.
As a director of the Company, Ms. Acosta will be compensated in accordance with the Company’s director compensation policy described in the Company’s 2020 Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 20, 2020.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit Number | Description | |||||||
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are 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.
| Veritex Holdings, Inc. | ||||||||
| By: | /s/ C. Malcolm Holland, III | |||||||
| C. Malcolm Holland, III | ||||||||
| Chairman and Chief Executive Officer | ||||||||
| Date: | February 11, 2021 | |||||||