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| FSGI > SEC Filings for FSGI > Form 8-K on 17-Apr-2012 | All Recent SEC Filings |
17-Apr-2012
Change in Directors or Principal Officers, Financial Statements and E
On April 16, 2012, the Board of Directors (the "Board") of First Security Group,
Inc. (the "Company") increased its size to nine directors and elected Mr. Larry
D. Mauldin to join the Board. The Board of Directors also elected Mr. Mauldin as
Chairman of the Board. Subject to the completion of the regulatory application
process and the receipt of all necessary regulatory non-objections, the Company
anticipates that Mr. Mauldin will be appointed to serve on the Board of
Directors of the Company's wholly owned subsidiary, FSGBank, National
Association ("FSGBank") as Chairman of the Board of FSGBank.
Mr. Mauldin brings to the Company extensive executive and banking experience in
the Company's markets. Mr. Mauldin retired from SunTrust Bank, Inc.
("SunTrust") in 2007 after 40 years of service in various positions at SunTrust
and its subsidiaries, including 13 years as Chairman, President and Chief
Executive Officer of SunTrust Bank, East Tennessee, N.A. Mr. Mauldin is
currently the Chairman of the Board of each of Covenant Health in Knoxville,
Tennessee, a nonprofit corporation that is the parent corporation of an eight
hospital health care system, and Project GRAD, also in Knoxville, Tennessee, a
nonprofit corporation that works closely with the Knox County public school
district.
Mr. Mauldin was not selected to serve as a director based on any arrangement or
understanding between Mr. Mauldin and any other persons. At this time, the
Company has not identified the committees of the Board to which Mr. Mauldin is
expected to be named. With the addition of Mr. Mauldin, the Board consists of
nine directors, eight of whom are not employed by the Company.
Mr. Mauldin will receive an annual retainer of $10,000 for his services as
Chairman of the Board and otherwise will receive compensation for his services
as director consistent with that of the Company's other non-employee directors,
including retainers, board and committee fees, chairperson fees, and the
eligibility to receive stock-based awards and other compensation as may be paid
to the Company's directors from time to time. There have been no transactions
within the last fiscal year, or any currently proposed transactions, in which
the Company or FSGBank was or is to be a participant and in which Mr. Mauldin
has or had a direct or indirect material interest.
Item 7.01. Regulation FD Disclosure
On April 17, 2012, First Security issued a press release announcing the election
of Mr. Mauldin as director and Chairman of the Board. A copy of the press
release is attached hereto as Exhibit 99.1. The information provided in Exhibit
99.1 shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to
the liabilities of that section, nor shall it be deemed incorporated by
reference in any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as shall be expressly set forth by specific reference in
such a filing.
(d) Exhibits. The following exhibits are being furnished with this Report:
Exhibit No. Exhibit Description
99.1 Press Release, dated April 17, 2012.
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