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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): August 24, 2022
(Exact name of registrant as specified in its charter)
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| Pennsylvania | 001-35542 | 27-2290659 |
(State or other jurisdiction of incorporation) | (Commission File number) | (IRS Employer Identification No.) |
701 Reading Avenue
West Reading PA 19611
(Address of principal executive offices, including zip code)
(610) 933-2000
(Registrant’s telephone number, including area code)
N/A
(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 obligations of the registrant under any of the following provisions (see General Instructions A.2. below): | | | | | |
| ☐ | 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)) |
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Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading Symbols | | Name of each exchange on which registered |
| Voting Common Stock, par value $1.00 per share | | CUBI | | New York Stock Exchange |
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Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series E, par value $1.00 per share | | CUBI/PE | | New York Stock Exchange |
Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series F, par value $1.00 per share | | CUBI/PF | | New York Stock Exchange |
| 5.375% Subordinated Notes due 2034 | | CUBB | | New York Stock Exchange |
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.
On August 24, 2022, the Board of Directors (the "Board") of Customers Bancorp, Inc. (the "Company"), appointed Raj Date to serve as a director, effective as of September 28, 2022.
Raj Date currently serves as the Managing Partner of Fenway Summer LLC, a Washington DC-based investment and advisory firm, and as a general partner of Crossbeam Venture Partners, which focuses on new internet economies. He also serves as a director for a number of innovative firms in financial services, including Green Dot, a technology-driven consumer bank; Linden Labs, the metaverse pioneer; and Circle, a global provider of crypto infrastructure. Mr. Date previously served as the first-ever Deputy Director of the U.S. Consumer Financial Protection Bureau (CFPB). Mr. Date is a graduate of the College of Engineering at the University of California at Berkeley (highest honors) and the Harvard Law School (magna cum laude).
The size of the Company’s Board will increase to nine members effective September 28, 2022. Mr. Date will serve as a director in Class I, with a term expiring at the Company's annual meeting of shareholders in 2024. Mr. Date will serve as a member of the Directors’ Risk Committee. Mr. Date was also appointed as a director of the Company’s wholly owned subsidiary, Customers Bank.
Mr. Date was not selected as a director pursuant to any arrangement or understanding between him and any other person and there are no related party transactions between the Company and Mr. Date reportable under Item 404(a) of Regulation S-K. In connection with his service as a director, Mr. Date will be entitled to the same compensation and benefits made available to the Company's non-employee directors generally, which compensation will be pro-rated for service until the end of the current fiscal year.
A copy of the press release announcing the appointment of Mr. Date is attached hereto as Exhibit 99.1 and incorporated into this Item 5.02 by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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| Exhibit | | Description |
| | Press Release dated August 25, 2022. |
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SIGNATURE
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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| CUSTOMERS BANCORP, INC. |
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| By: /s/ Carla A. Leibold |
| Name: Carla A. Leibold |
| Title: Executive Vice President - Chief Financial Officer |
Date: August 25, 2022
EXHIBIT INDEX
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| Exhibit | | Description |
| | Press Release dated August 25, 2022. |
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