UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Board of Directors
On April 24, 2025, the Board of Directors of Hilltop Holdings Inc. (the “Company”) appointed Mr. Gerald J. Ford as Chairman Emeritus effective immediately. As Chairman Emeritus, Mr. Gerald J. Ford will be invited to attend and participate in meetings of the Board of Directors of the Company but will not be eligible to vote on matters brought before the Board of Directors. In conjunction with that appointment, the Board of Directors of the Company appointed, effective immediately, Mr. Jeremy B. Ford as Chairman of the Board and Mr. Tracy Bolt as lead independent director. The Board of Director also reduced the number of directors of the Company to fourteen directors.
Amendment to Employment Agreement
On April 25, 2025, the Company and Martin B. Winges entered into the Second Amendment to Employment Agreement (the “Second Amendment”), which is effective as of February 19, 2025. The Second Amendment amends the Employment Agreement, dated as of November 20, 2018 (the “Original Employment Agreement”), as amended and supplemented by that certain First Amendment to Employment Agreement, dated as of March 31, 2022, but effective as of February 19, 2022 (the “First Amendment,” and together with the Original Employment Agreement, collectively, the “Employment Agreement”), between the Company and Mr. Winges, as follows:
| ● | Extends the term of the Employment Agreement until February 29, 2028 (the Employment Agreement previously expired on February 20, 2025); | |
| ● | Amends the amount of the incentive bonus payable upon termination without cause or upon a change of control from the prior calendar year incentive bonus to the average of the incentive bonuses for each of the three calendar years; and | |
| ● | Adds that the Employment Agreement may be voluntarily terminated by Mr. Winges for retirement upon attaining the age of 65, and that Mr. Winges will be entitled to receive a pro rata portion of his target incentive bonus for such current calendar year. |
The foregoing description of the Second Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amendment, which is attached as Exhibit 10.7.3 to this Current Report on Form 8-K and incorporated by reference herein.
Section 8 – Other Events
| Item 8.01 | Other Events |
The information set forth in Item 5.02 of this Current Report on Form 8-K under the caption “Board of Directors” is incorporated by reference into this Item 8.01.
Section 9 – Financial Statements and Exhibits
| Item 9.01 | Financial Statements and Exhibits. |
| (a) | Financial statements of businesses acquired. | Not applicable. |
| (b) | Pro forma financial information. | Not applicable. |
| (c) | Shell company transactions. | Not applicable. |
| (d) | Exhibits. |
| 2 |
The following exhibits are filed or furnished, depending on the relative item requiring such exhibit, in accordance with the provisions of Item 601 of Regulation S-K and Instruction B.2 to this form.
| Exhibit | |
| Number | Description of Exhibit |
| 10.7.3 | Second Amendment to Employment Agreement by and between Hilltop Holdings Inc. and Martin B. Winges, dated April 25, 2025, but effective as of February 19, 2025. |
| 104 | Cover Page Interactive File (formatted as Inline XBRL). |
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: | April 25, 2025 | By: | /s/ COREY PRESTIDGE |
| Name: | Corey G. Prestidge | ||
| Title: | Executive Vice President, General Counsel & Secretary | ||
| 3 |