Business Context and Reporting Period
This Form 8-K Current Report was filed by BofI Holding, Inc. on October 30, 2017, covering events that occurred on October 26, 2017. The registrant is a Delaware corporation with principal executive offices in San Diego, California. The filing primarily addresses corporate governance changes regarding the Board of Directors.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity metrics. This report focuses on corporate governance rather than financial performance.
Material Changes
- Board Expansion: The Board of Directors resolved to increase its size from eight to nine members effective immediately.
- Director Election: James Brandon Black was elected to the Boards of Directors of both BofI Holding, Inc. and its subsidiary, BofI Federal Bank.
- Director Status: Mr. Black serves as a Class I Director with a term expiring at the 2020 Annual Meeting of Stockholders and is deemed an independent director.
Compensation and Governance Details
- Compensation: In connection with his election, Mr. Black was awarded $100,000 worth of restricted stock units (RSUs) under the 2014 Stock Incentive Plan, vesting over three years. He will also receive standard non-employee director compensation.
- Indemnification: Mr. Black entered into the registrant's standard indemnification agreement.
- Related Party Transactions: The filing states Mr. Black has not been a party to any material transactions with the registrant or the Bank during the current or preceding fiscal year.
Investor Verification Checklist
- Verify the independence status of James Brandon Black against current Nasdaq and SEC standards.
- Review the terms of the 2014 Stock Incentive Plan regarding the vesting schedule for the $100,000 RSU award.
- Confirm the total number of board seats and the composition of the board following the expansion to nine members.
- Check for any subsequent filings regarding the resignation or appointment of other directors to fill the expanded board.