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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, 2024
ZIONS BANCORPORATION, NATIONAL ASSOCIATION
(Exact name of registrant as specified in its charter)
| | | | | | | | |
United States of America | 001-12307 | 87-0189025 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| | | | | | | | | | | |
One South Main, | Salt Lake City, | Utah | 84133-1109 |
(Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code (801) 844-7637
| | | | | | | | | | | | | | | | | |
(Former name or former address, if changed since last report.) |
Securities registered pursuant to Section 12(b) of the Act: | | | | | | | | |
Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered |
Common Stock, par value $0.001 | ZION | The NASDAQ Stock Market, LLC |
Depositary Shares each representing a 1/40th ownership interest in a share of: | | |
Series A Floating-Rate Non-Cumulative Perpetual Preferred Stock | ZIONP | The NASDAQ Stock Market, LLC |
Series G Fixed/Floating-Rate Non-Cumulative Perpetual Preferred Stock | ZIONO | The NASDAQ Stock Market, LLC |
6.95% Fixed-to-Floating Rate Subordinated Notes due September 15, 2028 | ZIONL | The NASDAQ Stock Market, LLC |
| | | | | | | | | | | | | | | | | |
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: |
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | 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)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| | | | | |
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. |
(b) (c) On February 23, 2024, Zions Bancorporation, N.A. (the “Company”) announced several leadership changes which will become effective April 1, 2024, including the following:
Scott Anderson, who has served as President and Chief Executive Officer of the Company’s Zions Bank division and as Executive Vice President of the Company since 1998, will retire from his positions following a 33-year career with the bank. Mr. Anderson was a named executive officer in the Company’s most recent proxy statement filed with the Securities and Exchange Commission on March 23, 2023 (the “2023 Proxy Statement”). He will become a non-executive chairman of Zions Bank.
Paul E. Burdiss, who has served as the Company’s Executive Vice President and Chief Financial Officer since 2015, will succeed Mr. Anderson as President and Chief Executive Officer of Zions Bank. Mr. Burdiss will also continue to serve as Executive Vice President of the Company.
R. Ryan Richards will succeed Mr. Burdiss as Executive Vice President and Chief Financial Officer of the Company, having previously served as the Company’s Senior Vice President and Corporate Controller since 2021. The Company has not yet named a successor Corporate Controller.
There are no family relationships between Messrs. Burdiss or Richards and any director or other executive officer of the Company, nor any arrangement or understanding between either of them and any other person pursuant to which he was selected as an officer. Further biographical information for Messrs. Burdiss and Richards and information about the Company’s executive compensation, incentive plans, and benefits can be found in the Company’s 2023 Proxy Statement.
The Company issued a press release on February 23, 2024, regarding these matters. The press release is set forth in its entirety and attached as Exhibit 99.1 to this Form 8-K.
ITEM 9.01. Financial Statements and Exhibits
(d) Exhibits
The following exhibits are furnished as part of this Current Report on Form 8-K:
| | | | | | | | |
Exhibit Number | Description | |
| Zions Bancorporation Press Release dated February 23, 2024 | |
101 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. | |
104 | The cover page from this Current Report on Form 8-K, formatted as Inline XBRL. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Bank has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | |
| | | | ZIONS BANCORPORATION, NATIONAL ASSOCIATION |
| | | | | | | |
| | | | | | | |
| | | | | By: | /s/ Thomas E. Laursen | |
| | | | | Name: | Thomas E. Laursen | |
| | | | | Title: | Executive Vice President and Corporate General Counsel | |
Date: February 23, 2024
***For Scheduled Release on Feb. 23, 2024, at 4:00 p.m. Eastern***
FOR: ZIONS BANCORPORATION Contact: Shannon Drage
One South Main Street Director of Investor Relations
Salt Lake City, Utah Tel: (801) 844-8208
Harris H. Simmons
Chairman/Chief Executive Officer
Leadership Changes Announced at Zions Bank, Zions Bancorporation
SALT LAKE CITY, Feb. 23, 2024 — Zions Bancorporation (NASDAQ: ZION) today announced several leadership changes which will become effective on April 1, 2024, at Zions Bank, Zions Bancorporation’s largest banking division, and at the parent company:
•A. Scott Anderson, who has served as president and CEO of Zions Bank since 1998, will retire from his managerial duties following a 33-year career with the bank. Scott will become non-executive chairman of Zions Bank.
•Paul E. Burdiss, who has served as Zions Bancorporation’s executive vice president and chief financial officer since 2015, will succeed Mr. Anderson as president and CEO of Zions Bank.
•R. Ryan Richards will become executive vice president and chief financial officer of Zions Bancorporation, having served as the company’s corporate controller for the past two years.
•Thomas E. Laursen, Zions Bancorporation’s general counsel, will retire and be succeeded by Rena Miller, who is currently the company’s deputy general counsel.
Harris H. Simmons, Zions Bancorporation’s Chairman and CEO, stated, “It’s with more than the usual measure of appreciation that I extend my heartfelt thanks to Scott Anderson for his years of service to Zions Bank. Scott Anderson came to Zions 33 years ago from a prominent role at Bank of America, and in the years since, his leadership has been instrumental in the bank’s becoming Utah’s leading full-service commercial bank, with a strong presence in Idaho and Wyoming. He has also been a community leader without equal, serving on non-profit boards too numerous to count, and contributing his time, talents, and prodigious energy in tackling important challenges, both locally and nationally. I’m pleased that he’ll be continuing in a part-time role in helping to serve the needs of our community.”
Mr. Simmons continued, “All of us at Zions Bancorporation are also deeply grateful for the wisdom and leadership demonstrated by Thom Laursen, who has expertly helped us navigate the many statutory and regulatory issues attendant to both our growth and the evolving legal landscape in the banking industry.”
Mr. Simmons said, “I’m pleased that each of these executive roles are being filled with highly qualified members of our own team:
•Paul Burdiss has served very capably as our chief financial officer for the past nine years, having previously served as corporate treasurer at SunTrust Banks, Inc. in Atlanta, and before that as executive vice president, treasurer, and director of investor relations at Comerica, Inc., in Dallas. Mr. Burdiss is a graduate of Michigan State University in finance, and holds an MBA degree from the University of Michigan.
•Ryan Richards has served as our corporate controller for three years, and was previously chief accounting officer and director of investor relations at Truist Financial Corporation in Charlotte, NC, and corporate controller at SunTrust Banks, Inc. in Atlanta. His previous work experience
ZIONS BANCORPORATION
Press Release – Page 2
includes positions at the Financial Accounting Standards Board; KPMG L.L.P. in Dallas and New York; the International Accounting Standards Board in London, England; the Federal Reserve Board’s Division of Banking Supervision and Regulation in Washington, D.C.; and the Bank for International Settlements, Basel Committee on Banking Supervision, in Basel, Switzerland. He graduated from Texas A&M University with a bachelor’s degree in accounting and a Master of Science in finance.
•Rena Miller has served in legal roles with Zions Bancorporation for 14 years, including as deputy general counsel since 2015. She was previously of counsel to Mrs. Fields Famous Brands, LLC and at Jones Waldo Holbrook & McDonough, both in Salt Lake City. She holds bachelor’s and master’s degrees from the University of Utah, where she also received her J.D degree.”
Mr. Simmons concluded, saying “I look forward to working with these trusted colleagues, and know they will bring a great deal of energy, and fresh perspectives and insights in their new roles.”
Zions Bancorporation, N.A. is one of the nation's premier financial services companies with 2023 net revenue of $3.1 billion and approximately $87 billion in total assets. Zions operates under local management teams and distinct brands in 11 western states: Arizona, California, Colorado, Idaho, Nevada, New Mexico, Oregon, Texas, Utah, Washington, and Wyoming. The Bank is a consistent recipient of national and state-wide customer survey awards in small and middle-market banking, as well as a leader in public finance advisory services and Small Business Administration lending. In addition, Zions is included in the S&P 500 and NASDAQ Financial 100 Indices. Investor information and links to local banking brands can be accessed at zionsbancorporation.com.
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