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) August 28, 2012
HOMETRUST BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
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Maryland
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001-35593
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45-5055422
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(State or other jurisdiction
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(Commission File No.)
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(IRS Employer
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of incorporation)
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Identification Number)
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10 Woodfin Street, Asheville, North Carolina
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28801 | |
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(Address of principal executive offices)
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(Zip Code)
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Registrant's telephone number, including area code: (828) 259-3939
N/A
(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:
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o
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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 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On August 28, 2012, the Board of Directors of HomeTrust Bancshares, Inc. (the “Company”), upon the recommendation of the Governance and Nominating Committee of the Board, increased the number of directors of the Company from 12 to 13 and appointed Robert G. Dinsmore, Jr. to the newly created directorship, to serve in the class of directors whose terms will expire at the Company’s first annual meeting of stockholders. Mr. Dinsmore also was appointed as a member of the Board’s Audit, Compliance and Enterprise Risk Management Committee. A copy of the press release issued by the Company announcing the appointment of Mr. Dinsmore is attached to this report as Exhibit 99.1 and is incorporated herein by reference.
There are no arrangements or understandings between Mr. Dinsmore and any other persons pursuant to which he was selected as a director. There are no transactions in which Mr. Dinsmore has a direct or indirect material interest requiring disclosure under Item 404(a) of Regulation S-K of the Securities and Exchange Commission.
Mr. Dinsmore will receive the same annual retainer and meeting fees as the other directors of the Company. The annual retainer is currently $7,000 and directors currently receive $1,950 for each Board meeting attended and $600 for each Board committee meeting attended, with fees for meetings attended by telephone reduced as follows: meeting length less than two hours, $100; meeting length two to four hours, $250; and meeting length over four hours, $600.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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99.1
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Press release dated August 29, 2012
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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 hereunto duly authorized.
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HOMETRUST BANCSHARES, INC.
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Date: August 30, 2012
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By:
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/s/ Tony J. VunCannon
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Tony J. VunCannon
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Senior Vice President and
Chief Financial Officer
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EXHIBIT INDEX
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Exhibit No.
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Description
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99.1
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Press release dated August 29, 2012
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For Immediate Release
August 29, 2012
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Contact:
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Stacie Hicks, APR
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Director of Marketing & Public Relations
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Stacie.hicks@hometrustbanking.com
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828-350-4145
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Robert G. Dinsmore, Jr. Joins HomeTrust Bancshares Board
Asheville, North Carolina HomeTrust Bancshares, Inc. (the “Company”)(NASDAQ: HTBI) announced today that Robert G. Dinsmore, Jr. has been appointed as a director of the Company and as a member of the Audit, Compliance and Enterprise Risk Management Committee of the Board of Directors of the Company.
Mr. Dinsmore is a certified public accountant and worked in various roles for KPMG for nearly 30 years, retiring as a partner in 1999. Subsequent to that, Mr. Dinsmore worked as a consultant on general corporate matters and on U.S. and international tax and merger and acquisition matters for Zellweger Luwa, AG, a multi-national equipment manufacturer and air engineering services company based in Zurich, Switzerland (from 1999 to 2008), and for Bahnson Holdings, Inc., a specialty engineering, manufacturing and mechanical contracting company based in Winston-Salem, North Carolina (from 2008 to 2011). From 2001 until it was acquired by another company in 2009, Mr. Dinsmore served as a director and audit committee chair of American Community Bancshares, Inc., the publicly held parent of Monroe, North Carolina-based American Community Bank.
F. Edward Broadwell, Jr., Chairman and Chief Executive Officer of the Company, stated: “We are pleased to welcome Bob Dinsmore to our Board of Directors. We believe we will benefit greatly from Bob’s public accounting background and his other business experience, including having previously served as a director and audit committee chair in the banking industry.”
Mr. Dinsmore received his B.S. in accounting from Bob Jones University. He is a member of the American Institute of Certified Public Accountants. Mr. Dinsmore resides in Charlotte, North Carolina.
About HomeTrust Bancshares, Inc.
On July 10, 2012, the Company became the holding company for HomeTrust Bank (the “Bank”) in connection with the completion of the Bank’s conversion from the mutual to the stock form of organization and the Company’s related initial public stock offering. The Bank, including its banking divisions – HomeTrust Bank, Tryon Federal Bank, Shelby Savings Bank, Home Savings Bank, Industrial Federal Bank, Cherryville Federal Bank and Rutherford County Bank, is a community-oriented financial institution with $1.7 billion in assets as of June 30, 2012. The Bank offers traditional financial services within its local communities through its 20 full service offices in Western North Carolina, including the Asheville metropolitan area, and the “Piedmont” region of North Carolina. The Bank is the 10th largest bank headquartered in North Carolina.
Forward-Looking Statements
Statements in this press release that are not historical facts may be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements often include words such as “believe,” “expect,” “anticipate,” “estimate,” and “intend” or future or conditional verbs such as “will,” “would,” “should,” “could,” or “may.” Forward-looking statements, by their nature, are subject to risks and uncertainties that could cause actual results to differ materially from the results anticipated in such statements, including increased competitive pressures, changes in the interest rate environment, changes in general economic conditions and conditions within the securities markets, legislative and regulatory changes and other factors described from time to time in documents filed and furnished by the Company with the Securities and Exchange Commission.
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