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): February 23, 2016

 

Hilltop Holdings Inc.

(Exact name of registrant as specified in its charter)

 

Maryland

 

1-31987

 

84-1477939

(State or other jurisdiction of
incorporation)

 

(Commission
File Number)

 

(IRS Employer Identification
No.)

 

200 Crescent Court, Suite 1330

 

 

Dallas, Texas

 

75201

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:  (214) 855-2177

 

 

(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):

 

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))

 

 

 



 

Section 5 — Corporate Governance and Management

 

Item 5.02                   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

2015 Incentive Payments

 

On February 23, 2016, the Compensation Committee of the Board of Directors of Hilltop Holdings Inc., or the Company, awarded incentive payments to the Company’s 2015 named executive officers as follows with respect to their performance during fiscal 2015:

 

Name

 

Amount

 

Jeremy B. Ford

 

$

740,000

 

Darren Parmenter

 

$

290,000

 

Alan B. White

 

$

1,350,000

 

James R. Huffines

 

$

555,000

 

Todd Salmans

 

$

1,000,000

 

 

The incentives awarded to Messrs. Ford, Parmenter, Huffines and Salmans were determined by the Compensation Committee based upon an evaluation of their respective performance under the Hilltop Holdings Inc. 2012 Annual Incentive Plan.  Mr. White’s bonus was determined in accordance with the terms of that certain Retention Agreement among the Company, PlainsCapital Corporation and Mr. White.

 

Restricted Stock Unit Awards

 

On February 23, 2016, the Compensation Committee of the Board of Directors approved awards of restricted stock units that cliff vest on the third anniversary of the date of grant or an earlier change of control of the Company (“Timed-Based RSUs”) and restricted stock units that vest based upon the achievement of certain performance goals during the three-year period beginning January 1, 2016 and ending December 31, 2018 (“Performance-Based RSUs”). The Company’s 2015 named executive officers received awards of Time-Based RSUs and Performance-Based RSUs in the amounts set forth in the table below, with the number of Performance-Based RSUs being based upon the achievement of Target levels of performance.

 

Name

 

Time-Based RSUs
Awarded

 

Performance-Based RSUs
Awarded (at Target)

 

Total RSUs Awarded

 

Jeremy B. Ford

 

21,971

 

21,971

 

43,942

 

Darren Parmenter

 

5,493

 

5,493

 

10,986

 

Alan B. White

 

21,971

 

21,971

 

43,942

 

James R. Huffines

 

13,183

 

13,182

 

26,365

 

Todd Salmans

 

10,986

 

10,985

 

21,971

 

 

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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.

 

 

 

Hilltop Holdings Inc.,

 

 

a Maryland corporation

 

 

 

 

 

 

 

 

Date:

February 29, 2016

By:

/s/ COREY G. PRESTIDGE

 

 

Name:

Corey G. Prestidge

 

 

Title:

EVP, General Counsel & Secretary

 

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