form8-k.htm
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UNITED
STATES
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SECURITIES
AND EXCHANGE COMMISSION
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WASHINGTON,
D.C. 20549
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FORM
8-K
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CURRENT
REPORT
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Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
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Date
of Report (Date of Earliest Event Reported): March 8,
2010
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WEST
BANCORPORATION, INC.
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(Exact
name of registrant as specified in its charter)
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Iowa
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0-49677
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42-1230603
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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1601
22nd
Street, West Des Moines, Iowa 50266
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(Address
of principal executive offices) (Zip Code)
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Registrant’s
telephone number, including area code: 515-222-2300
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Not
Applicable
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(Former
name or former address, if changed since last
report)
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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:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01. Entry into a Material Definitive Agreement.
On March
5, 2010, West Bancorporation, Inc. (“West Bancorporation” or “the Company”)
entered into an employment agreement with David D. Nelson in connection with his
appointment as Chief Executive Officer and President of the Company (the
“Agreement”). The Company expects Mr. Nelson to commence his
employment on or about April 1, 2010. He will report to the Board of
Directors and perform those duties customarily associated with the chief
executive officer position. He will be paid an annual base salary of
$275,000 with a potential annual incentive bonus of up to 50% of base
salary. Any awarded performance bonus will be paid in long-term
restricted stock. Mr. Nelson will also receive a restricted stock
grant valued at $125,000 in consideration of joining the Company, usual Company
benefits and perquisites for senior executive officers, and relocation
expenses. The Agreement also contains terms prohibiting competition,
solicitation, or disclosure adverse to the Company’s interests for one year
after the Agreement is terminated. The Agreement may be terminated by
either party at will with 90 days written notice. Mr. Nelson has also
been appointed to serve as Chairman and Chief Executive Officer of West
Bank.
A copy of
the Agreement is filed as Exhibit 10.1 to this Current Report on Form
8-K.
Item 5.02. Departure of
Directors or Principal Officer; Election of Directors; Appointment of Principal
Officers.
On March
8, 2010, West Bancorporation announced that David D. Nelson has been appointed
West Bancorporation’s Chief Executive Officer and President effective on or
about April 1, 2010. A brief description of the material terms of an
employment agreement and initial stock grant are included above under Item
1.01. A copy of the Agreement is attached hereto as Exhibit
10.1.
Mr.
Nelson, age 49, has within the last five years been employed as President,
Southeast Minnesota Business Banking for Wells Fargo Bank Minnesota, N.A. since
2008, and before that as Bank President/Lead President, Wells Fargo Southeast
Minnesota region.
Item
9.01 Financial Statements and Exhibits.
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Exhibit
No.
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Description
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10.1
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Agreement
dated March 5, 2010, between West Bancorporation, Inc. and David D.
Nelson.
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99
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Press
Release of West Bancorporation, Inc. dated March 8,
2010.
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The
information contained in this report may contain forward-looking statements
about the Company’s growth and acquisition strategies, new products and
services, and future financial performance, including earnings and dividends per
share, return on average assets, return on average equity, efficiency ratio and
capital ratios. Certain statements in this report constitute
“forward-looking statements” within the meaning of the Private Securities
Litigation Reform Act of 1995, including statements preceded by, followed by or
that include the words “believes,” “expects,” “intends,” “should,” or
“anticipates,” or similar references or references to estimates or
predictions. Such forward-looking statements are based upon certain
underlying assumptions, risks and uncertainties. Because of the
possibility that the underlying assumptions are incorrect or do not materialize
in the future, actual results could differ materially from these forward-looking
statements. Risks and uncertainties that may affect future results
include: interest rate risk; competitive pressures; pricing pressures on loans
and deposits; changes in credit and other risks posed by the Company’s loan and
investment portfolios, including declines in commercial or residential real
estate values or changes in the allowance for loan losses dictated by new market
conditions or regulatory requirements; actions of bank and non-bank competitors;
changes in local and national economic conditions; changes in regulatory
requirements, including actions of the Securities and Exchange Commission, the
Federal Deposit Insurance Corporation, the Department of the Treasury, the Iowa
Division of Banking, and/or the Federal Reserve Board; changes in the Treasury’s
Capital Purchase Program; and customers’ acceptance of the Company’s products
and services. The Company undertakes no obligation to revise or
update such forward-looking statements to reflect current events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events.
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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West
Bancorporation, Inc.
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March
8, 2010
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By:
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/s/
Douglas R. Gulling
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Name:
Douglas R. Gulling
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Title:
Executive 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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10.1
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Agreement
dated March 5, 2010, between West Bancorporation, Inc. and David D.
Nelson.
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99
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Press
Release of West Bancorporation, Inc. dated March 8,
2010.
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