UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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): September 25, 2019
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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(Address of principal executive offices) (Zip code)
(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 obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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). ☐
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. ☐
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Item 5.02.
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Departure of Directors or Certain Offers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
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On September 25, 2019, on the recommendation of its Nominating and Corporate Governance Committee, the board of directors (the “Board”) of First Busey Corporation (the “Company”) increased the number of directors constituting the full
Board from ten to eleven and appointed Karen Jensen as a director to fill the resultant vacancy, with such appointment effective immediately. Mrs. Jensen’s initial term will expire at the Company’s 2020 annual meeting of stockholders. As a
current director of Busey Bank, the Company’s wholly-owned bank subsidiary, since March 2018, and of South Side Trust & Savings Bank, since June 2011, Mrs. Jensen has extensive experience serving as a director of financial institutions. South
Side Trust & Savings Bank was acquired by Busey Bank in March 2018.
The Company has issued a press release announcing Mrs. Jensen’s appointment, a copy of which is attached to this Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
Mrs. Jensen does not have a direct or indirect material interest in any transaction with the Company or Busey Bank or TheBANK of Edwardsville, the Company’s wholly-owned subsidiaries, which would be required to be disclosed pursuant to
Item 404(a) of Regulation S-K. There is also no arrangement or understanding between Mrs. Jensen and any other person pursuant to which Mrs. Jensen was selected as a director.
Mrs. Jensen will be entitled to receive compensation consistent with the previously disclosed arrangements for non-employee directors as described in the Company’s proxy statement for its 2019 annual meeting of
stockholders filed on April 11, 2019, including a base retainer per year and a grant of restricted stock units.
Item 9.01. . Financial Statements and Exhibits.
Exhibit No. Description
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.
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Date: September 27, 2019
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First Busey Corporation
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By: /s/ Van A. Dukeman
Name: Van A. Dukeman
Title: President and Chief Executive Officer
FOR IMMEDIATE RELEASE
September 27, 2019
CONTACT:
Amy Randolph
217.365.4049
amy.randolph@busey.com
First Busey Corporation Names Karen Jensen to Board of Directors
Champaign, IL – First Busey Corporation (NASDAQ:
BUSE) has announced the appointment of Karen Jensen as an independent director of the board of directors effective September 25, 2019. Her appointment brings the board to 11 members. As a director of Busey Bank since March 2018 and South Side Trust
& Savings Bank since June 2011, Mrs. Jensen has extensive experience serving as a director of financial institutions.
Mrs. Jensen, P.E., is President & Chief Executive Officer of Farnsworth Group, Inc. (“Farnsworth”), a national full-service engineering, architecture
and survey firm. Farnsworth was founded in central Illinois more than a century ago and has enjoyed steady growth both organically and through acquisitions. Today, Farnsworth has more than 525 employees located in a nationwide network of 22
offices and is ranked as one of the nation’s top design firms (Engineering News-Record) with a client base that ranges from small municipalities to the federal government and Fortune 100 companies. Farnsworth also recently earned its fourth
consecutive Great Places to Work certification by the Great Place to Work Institute.
Mrs. Jensen is a registered Professional Engineer, earning her Bachelor of Science in Civil Engineering from the University of Nebraska, with Tau Beta Phi
and Chi Epsilon honors and a Master of Business Administration from Illinois State University with Beta Gamma honors. Prior to joining Farnsworth in 2002, Mrs. Jensen served as President of Environmental Science & Engineering, a national
environmental engineering consulting company and as Industry President and General Manager at AFFINA Corporation.
Mrs. Jensen has been involved in leadership roles for numerous corporate, professional and community organizations. She currently serves as the Chairperson
of the Metropolitan Airport Authority of Peoria, an appointment made jointly by five area State Legislators. Mrs. Jensen also serves on the Board of Directors for Farnsworth Group, FTD Solutions LLC, the Peoria Riverfront Museum, the Peoria
Downtown Development Corporation and served as past President of the OSF HealthCare Saint Francis Medical Center Community Advisory Board.
Corporate Profile
As of June 30, 2019, First Busey Corporation (Nasdaq: BUSE) was a $9.61 billion financial holding company headquartered in Champaign, Illinois.
Busey Bank, a wholly-owned bank subsidiary of First Busey Corporation, with total assets of $7.66 billion as of June 30, 2019, is headquartered in
Champaign, Illinois and has 44 banking centers serving Illinois, 13 banking centers in the St. Louis, Missouri metropolitan area, five banking centers serving southwest Florida and a banking center in Indianapolis, Indiana. Through its Busey
Wealth Management division, Busey Bank provides asset management, investment and fiduciary services to individuals, businesses and foundations. As of June 30, 2019, assets under care were approximately $7.47 billion. Busey Bank owns a retail
payment processing subsidiary, FirsTech, Inc., which processes approximately 28 million transactions per year using online bill payment, lockbox processing and walk-in payments at its 4,000 agent locations in 43 states. More information about
FirsTech, Inc. can be found at firstechpayments.com.
Busey Bank was named among Forbes’ 2019 Best-In-State Banks—one of five in Illinois and 173 from across the country, equivalent to 2.8% of all banks.
Best-In-State Banks are awarded for exceptional customer experiences as determined by a survey sample of 25,000+ banking customers who rated banks on trust, terms and conditions, branch services, digital services and financial advice.
TheBANK of Edwardsville, a wholly-owned bank subsidiary of First Busey Corporation, with total assets of $1.95 billion as of June 30, 2019, is headquartered
in Edwardsville, Illinois and has 19 banking centers. Through its Wealth Management division, TheBANK of Edwardsville provides asset management, investment and fiduciary services to individuals, businesses and foundations. As of June 30, 2019,
assets under care were approximately $1.50 billion.
For more information about us, visit busey.com.
CONTACTS:
Jeffrey Jones, CFO Amy Randolph, EVP & Chief of Staff
First Busey Corporation First Busey Corporation
(217) 365-4500 (217) 365-4500
jeff.jones@busey.com amy.randolph@busey.com