M&A: HEARTLAND FINANCIAL USA INC

Form Type: 8-K

Filing Date: 2024-12-30

Corporate Action: Merger

Type: Update

Accession Number: 000092011224000216

Comments: Heartland Financial USA, Inc. reported on December 27, 2024, concerning an Agreement and Plan of Merger with UMB Financial Corporation. The report details the potential financial implications for certain executive officers considered as 'Affected Executives', highlighting that they may be entitled to payments viewed as 'excess parachute payments' under specific tax regulations. To address these concerns, each Affected Executive has entered into a Repayment Agreement that allows for the acceleration of certain payments into 2024 subject to conditions, including the signing of a release of claims. Specific financial terms were outlined, including bonus amounts for executives Bruce Lee ($696,500), Kevin Thompson ($400,000), Jay Kim ($1,024,922), and Kevin Quinn ($1,122,326). These agreements detail contingencies under which the accelerated payments must be repaid, emphasizing conditions tied to employment termination and compliance with existing agreements. The complete text of these agreements is attached as exhibits.

Document Link: View Document