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
Date of Report (date of earliest event reported)
(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 No.)
(Address of Principal Executive Offices)
(Zip Code)
(
)
Registrant's telephone number, including area code
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 (see General Instruction A.2. below):
☐
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
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.
Pursuant to the Articles of Incorporation, as amended (the "Charter"), of CrossFirst Bankshares, Inc. (the "Company"), the
Company's Board of Directors (the "Board") is divided into three classes, as nearly equal in number as possible, designated:
Class I, Class II and Class III. Due to changes in composition of the Board, the Board consisted of five Class I directors (with
a term expiring in 2024), four Class II directors (with a term expiring in 2022), and six Class III directors (with a term
expiring in 2023). In an effort to ensure that the Company's Board consists of three classes divided as nearly equal as
possible, on February 24, 2022, Lance Humphreys, resigned as a Class III director, effective immediately, and was
immediately reappointed as a Class II director for a term expiring at the Company's 2022 annual meeting of stockholders.
The resignation and reappointment of Mr. Humphreys was effected solely to satisfy provisions of the Company's Charter in
order to rebalance the Board classes, and for all other purposes, including vesting and other compensation matters, Mr.
Humphreys' service on the Board is deemed to have continued uninterrupted. Mr. Humphreys remains chair of the Board's
Corporate Governance and Nominating Committee and a member of the Board's Compensation Committee.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Date:
March 1, 2022
CROSSFIRST BANKSHARES, INC.
By:
/s/ Benjamin R. Clouse
Benjamin R. Clouse
Chief Financial Officer