UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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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.
On February 14, 2022, Dale S. Strassheim submitted notice of his retirement and formal resignation from the Board of Directors (the “Board”) of HBT Financial, Inc. (the “Company”) effective as of March 1, 2022. On February 15, 2022, the Board accepted Mr. Strassheim’s retirement from the Board, and the committees on which Mr. Strassheim served, the Audit Committee and Compensation Committee. Mr. Strassheim will not stand for re-election at the 2022 Annual Meeting of Stockholders (the “Annual Meeting”) because he reached the mandatory retirement age of 75 during his term expiring at the Annual Meeting.
On February 15, 2022, on the recommendation of its Nominating and Corporate Governance Committee, the Board appointed Roger A. Baker as a director to the Board, and a member of the Audit Committee, effective as of March 1, 2022. Mr. Baker’s initial term will expire at the Annual Meeting. Mr. Baker’s appointment will fill the vacant seat created by the retirement of Mr. Strassheim.
Mr. Baker previously served as the Chairman and President of NXT Bancorporation, Inc. and Chairman of NXT Bank, which were acquired by the Company on October 1, 2021. In addition to NXT Bank, Mr. Baker previously served on the Board of Directors of two other Iowa-based banks, Lincoln Savings Bank and Liberty Bank. Currently, Mr. Baker is the owner of a number of businesses, including Sinclair Elevator, Inc., a farm products and services company. Mr. Baker graduated from Iowa State University with a degree in Agricultural Economics.
There are no arrangements or understandings between Mr. Baker and any other persons pursuant to which he was appointed as a director. There are also no family relationships between Mr. Baker and any director or executive officer of the Company, and he has no direct or material indirect interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
As with each of the Company’s other non-employee directors, Mr. Baker will be entitled to receive a base retainer of $12,000 per year, as well as board fees and a grant of restricted stock units, as described in the Company’s proxy statement for its 2021 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on April 7, 2021.
Item 7.01. Regulation FD Disclosure.
On February 17, 2022, the Company issued a press release announcing Mr. Strassheim’s retirement and the Company’s appointment of Mr. Baker to the Board of Directors. A copy of the press release is filed as Exhibit 99.1 hereto and incorporated by reference herein.
The information contained in Item 7.01, including Exhibit 99.1 furnished herewith, 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 under that section, nor shall it be deemed incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or into any filing or other document pursuant to the Exchange Act, except to the extent required by applicable law or regulation.
Item 9.01. Financial Statements and Exhibits.
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.
HBT FINANCIAL, INC. | ||
By: | /s/ Matthew J. Doherty | |
Name: Matthew J. Doherty | ||
Title: Chief Financial Officer | ||
Date: February 17, 2022 | ||
EXHIBIT 99.1
For Immediate Release
HBT FINANCIAL, INC. ANNOUNCES
CHANGES TO BOARD OF DIRECTORS
Bloomington, IL, February 17, 2022 – HBT Financial, Inc. (NASDAQ: HBT) (the “Company”), the holding company for Heartland Bank and Trust Company, today announced the following changes to the Board of Directors for both HBT Financial, Inc. and Heartland Bank and Trust Company:
| ● | The retirement of Dale S. Strassheim, effective March 1, 2022 |
| ● | The appointment of Roger A. Baker, effective March 1, 2022 |
Mr. Baker previously served as the Chairman and President of NXT Bancorporation, Inc. (“NXT”) and Chairman of NXT Bank, which were acquired by the Company on October 1, 2021. Upon joining the Company’s Board of Directors, Mr. Baker will serve on the Audit Committee.
“On behalf of the entire Board of Directors, I would like to thank Dale for his nearly 30 years of service and the valuable contributions he has made in guiding the growth of our company,” said Fred L. Drake, Chairman and Chief Executive Officer of the Company. “We would also like to welcome Roger to our Board of Directors. Having been instrumental in building NXT into a true community bank, Roger understands our relationship-based approach to banking. His experience and insight will be valuable as we expand our presence in Iowa and continue to grow the HBT franchise in the years ahead.”
In addition to NXT Bank, Mr. Baker previously served on the Board of Directors of two other Iowa-based banks, Lincoln Savings Bank and Liberty Bank. Currently, Mr. Baker is the owner of a number of businesses, including Sinclair Elevator, Inc., a farm products and services company. Mr. Baker graduated from Iowa State University with a degree in Agricultural Economics.
About HBT Financial, Inc.
HBT Financial, Inc., headquartered in Bloomington, Illinois, is the holding company for Heartland Bank and Trust Company, and has banking roots that can be traced back to 1920. HBT provides a comprehensive suite of business, commercial, wealth management, and retail banking products and services to individuals, businesses and municipal entities throughout Central and Northeastern Illinois and Eastern Iowa through 61 branches. As of December 31, 2021, HBT had total assets of $4.3 billion, total loans of $2.5 billion, and total deposits of $3.7 billion.
CONTACT:
Matthew Keating
HBTIR@hbtbank.com
(310) 622-8230