Attached files
| file | filename |
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| EX-99.1 - EXHIBIT 99.1 - FIRST SECURITY GROUP INC/TN | ex99_1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) | February 7, 2012 |
| First Security Group, Inc. |
| (Exact Name of Registrant as Specified in Its Charter) |
| Tennessee |
| (State or Other Jurisdiction of Incorporation) |
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000-49747
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58-2461486
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(Commission File Number)
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(IRS Employer Identification No.)
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531 Broad Street, Chattanooga, Tennessee
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37402
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(Address of Principal Executive Offices)
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(Zip Code)
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| (423) 266-2000 |
| (Registrant’s telephone number, including area code) |
| Not Applicable |
| (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 Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02.
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Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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On February 7, 2012, Mr. Robert R. Lane was elected to the First Security Group, Inc. (“First Security”) Board of Directors, effective immediately.
Mr. Lane brings an extensive financial and banking background to First Security’s Board. Mr. Lane currently serves as a Faculty Advisor for the Fisher College of Business at the Ohio State University as well as serving as Chief Executive Officer of Lane Leadership Group, LLC., a consulting company specializing in executive coaching and professional development. Prior to Mr. Lane’s current positions, he served as President of the Central Ohio District of KeyBank N.A. in Columbus, OH. Prior to KeyBank, Mr. Lane served as a Director for Crowe Horwath and Company, LLP, where he was responsible for the East Coast business development and provided strategic planning services for banking clients. Mr. Lane also served as Chairman and Chief Executive Officer of First Union National Bank of Tennessee, a subsidiary of First Union Corporation.
Mr. Lane was elected to the Board of Directors of First Security pursuant to the terms of First Security’s outstanding Series A Fixed Rate Perpetual Preferred Stock (“Series A Preferred Stock”) issued to the United States Department of Treasury (“Treasury”) on January 9, 2009 in connection with First Security’s participation in the TARP Capital Purchase Program. Under the terms of the Series A Preferred Stock, Treasury has the right to appoint up to two directors to First Security’s Board of Directors at any time that dividends payable on the Series A Preferred Stock have not been paid for an aggregate of six quarterly dividend periods. The terms of the Series A Preferred Stock provide that Treasury will retain the right to appoint such directors at subsequent annual meetings of shareholders until all accrued and unpaid dividends for all past dividend periods have been paid. Members of the Board of Directors elected by Treasury have the same fiduciary duties and obligations to all of the shareholders of First Security as any other member of the Board of Directors.
While Treasury’s contractual rights do not address service on First Security’s subsidiary FSGBank’s Board of Directors, First Security has reviewed the qualifications of Mr. Lane and believes his appointment to the FSGBank Board of Directors is in the best interests of First Security and its stockholders. Accordingly, First Security has commenced the regulatory application process to have Mr. Lane serve on FSGBank’s Board. At this time, FSGBank has received a waiver for Mr. Lane to serve on the Board of FSGBank, pending the completion of the regulatory application process.
Mr. Lane will receive compensation for his services as director consistent with that of First Security’s other non-employee directors, including retainers, board and committee fees, chairperson fees, and the eligibility to receive stock-based awards and other compensation as may be paid to First Security’s directors from time to time. There have been no transactions within the last fiscal year, or any currently proposed transactions, in which First Security or FSGBank was or is to be a participant and in which Mr. Lane has or had a direct or indirect material interest.
First Security has not identified which committees of the Board of Directors Mr. Lane is expected to be named. With the addition of Mr. Lane First Security’s Board of Directors consists of seven directors, six of which are not employed by First Security.
On February 9, 2012, First Security issued a press release announcing the election of the new director. A copy of the press release is attached hereto as Exhibit 99.1.
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Item 5.07.
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Submission of Matters to a Vote of Security Holders
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Mr. Lane was elected by the United States Department of the Treasury as the sole holder of First Security’s Class A Fixed Rate Cumulative Perpetual Preferred Stock, acting by written consent, dated February 7, 2012.
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Item 9.01.
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Financial Statements and Exhibits.
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Exhibits. The following exhibits are being furnished with this Report:
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Exhibit No.
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Exhibit Description
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Press Release, dated February 9, 2012. 1
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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 thereunto duly authorized.
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FIRST SECURITY GROUP, INC.
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Dated: February 9, 2012
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By:
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/s/ John R. Haddock | ||
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Name:
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John R. Haddock
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Title:
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Chief Financial Officer
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