GSBC Great Southern Bancorp Inc

 

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): December 20, 2023

 

GREAT SOUTHERN BANCORP, INC.

(Exact name of registrant as specified in its charter)

 

Maryland		0-18082		43-1524856
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

1451 East Battlefield, Springfield, Missouri		65804
(Address of principal executive offices)		(Zip Code)

 

Registrant's telephone number, including area code:  (417) 887-4400  

 

Not Applicable

(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:

 

¨	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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	GSBC	The NASDAQ Stock Market LLC

 

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 December 20, 2023, the Boards of Directors of Great Southern Bancorp, Inc. (the “Company”) and Great Southern Bank, a wholly owned subsidiary of the Company (the “Bank”), appointed Amelia “Amy” Counts as a director of the Company and the Bank, with her service to commence January 1, 2024. Ms. Counts also was named to the Audit, Compensation, and Corporate Governance and Nominating Committees of the Company’s Board.  Ms. Counts will serve in the class of the Company’s directors whose terms will expire at the Company’s 2025 annual meeting of stockholders.

 

Ms. Counts will generally be entitled to the same compensation arrangement as is provided to the other non-employee directors of the Company and the Bank. Directors of the Company receive a fee of $1,500 for each regular Company Board meeting attended, which is currently the only compensation paid to directors by the Company, except for stock options granted in the discretion of the Company Board. Directors of the Bank currently receive a fee of $3,000 for each regular Bank Board meeting attended, which will increase to $3,250 starting in January 2024. Members of the Audit Committee and the Bank’s Compliance Committee currently receive a fee of $300 per committee meeting attended ($350 for the Audit Committee chair), which will increase to $400 ($450 for the Audit Committee chair) starting in January 2024. The directors of the Company and its subsidiaries are not reimbursed for costs incurred in attending board and committee meetings.

 

A copy of a press release issued by the Company on December 21, 2023, announcing the appointment of Ms. Counts is attached as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits. 

 

(d) Exhibits

 

99.1		Press release dated December 21, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

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.

 

		GREAT SOUTHERN BANCORP, INC.
Date: December 22, 2023	By:	/s/ Joseph W. Turner
		Joseph W. Turner, President and Chief Executive Officer

 

 

Exhibit 99.1

 

 

December 21, 2023

 

Reporters May Contact:

Kelly Polonus, Great Southern Bancorp, 417-895-5242

kpolonus@greatsouthernbank.com

 

Great Southern Bancorp, Inc. Announces Appointment of

Amelia “Amy” Counts to Boards of Directors

 

Springfield, Mo. – Great Southern Bancorp, Inc., (NASDAQ:GSBC), the holding company for Great Southern Bank, announced today that Amelia “Amy” Counts has been appointed to the Boards of Directors of the Bank and the holding company, with her service to commence January 1, 2024.

 

Great Southern President and CEO Joseph W. Turner said, “We welcome Amy as a director of our Company and Bank. We value diversity of talent, knowledge and experience in our Board members, and Amy’s extensive business development and customer relationship expertise will prove to be a tremendous asset to our Board. Amy being a resident of St. Louis will also bring valuable insight and perspective as we expand customer relationships in this key market for our Company.”

 

Counts is currently a regional vice president of sales at St. Louis-based Wise F&I. She has more than 25 years of experience in sales and marketing of information technology and software solutions, primarily in the automotive industry. Counts earned a bachelor’s degree from Missouri State University. She has received extensive training from several notable national sales training organizations, including the Northwestern Kellogg Sales Institute.

 

Counts currently serves on the Board of Trustees for the Missouri State University Foundation and acts as co-chair of the Foundation’s newly-formed Bears WIN, or Women’s Impact Network. She was also recently selected to serve as vice-chair of the now-underway Missouri State University Presidential Search Committee. She previously served on the Missouri State University Board of Governors from 2017 to 2023, acting as chair in 2021. In addition, Counts is a board member of St. Louis Artworks and an Alumni Advisory Board member for Delta Zeta Sorority – Epsilon Nu Chapter.

 

Other members of the Great Southern Boards include Chairman William V. Turner, President and CEO Joseph W. Turner, Kevin R. Ausburn, Julie T. Brown, Thomas J. Carlson, Steven D. Edwards, Debra Mallonee (Shantz) Hart, Douglas M. Pitt and Earl A. Steinert, Jr.

 

Headquartered in Springfield, Missouri, with $5.7 billion in assets, Great Southern offers a broad range of banking services to customers. The Company operates 90 retail banking centers in Missouri, Iowa, Kansas, Minnesota, Arkansas and Nebraska and commercial lending offices in Atlanta; Charlotte, North Carolina; Chicago; Dallas; Denver; Omaha, Nebraska; Phoenix and Tulsa, Oklahoma. The common stock of Great Southern Bancorp, Inc. is listed on the Nasdaq Global Select Market under the symbol "GSBC."

 

www.GreatSouthernBank.com

 

 

Forward-Looking Statements

 

When used in this press release and in other documents filed or furnished by Great Southern Bancorp, Inc. (the “Company”) with the Securities and Exchange Commission (the “SEC”), in the Company’s other press releases or other public or stockholder communications, and in oral statements made with the approval of an authorized executive officer, the words or phrases “may,” “might,” “could,” “should,” “will likely result,” “are expected to,” “will continue,” “is anticipated,” “believe,” “estimate,” “project,” “intends” or similar expressions are intended to identify “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements also include, but are not limited to, statements regarding plans, objectives, expectations or consequences of announced transactions, known trends and statements about future performance, operations, products and services of the Company. The Company’s ability to predict results or the actual effects of future plans or strategies is inherently uncertain, and the Company’s actual results could differ materially from those contained in the forward-looking statements.

 

Factors that could cause or contribute to such differences include, but are not limited to: (i) expected revenues, cost savings, earnings accretion, synergies and other benefits from the Company’s merger and acquisition activities might not be realized within the anticipated time frames or at all, and costs or difficulties relating to integration matters, including but not limited to customer and employee retention, might be greater than expected; (ii) changes in economic conditions, either nationally or in the Company’s market areas; (iii) the remaining effects of the COVID-19 pandemic on general economic and financial market conditions and on public health; (iv) fluctuations in interest rates, the effects of inflation or a potential recession, whether caused by Federal Reserve actions or otherwise; (v) the impact of bank failures or adverse developments at other banks and related negative press about the banking industry in general on investor and depositor sentiment; (vi) slower economic growth caused by changes in energy prices, supply chain disruptions or other factors; (vii) the risks of lending and investing activities, including changes in the level and direction of loan delinquencies and write-offs and changes in estimates of the adequacy of the allowance for credit losses; (viii) the possibility of realized or unrealized losses on securities held in the Company’s investment portfolio; (ix) the Company’s ability to access cost-effective funding and maintain sufficient liquidity; (x) fluctuations in real estate values and both residential and commercial real estate market conditions; (xi) the ability to adapt successfully to technological changes to meet customers’ needs and developments in the marketplace; (xii) the possibility that security measures implemented might not be sufficient to mitigate the risk of a cyber-attack or cyber theft, and that such security measures might not protect against systems failures or interruptions; (xiii) legislative or regulatory changes that adversely affect the Company’s business; (xiv) changes in accounting policies and practices or accounting standards; (xv) results of examinations of the Company and Great Southern Bank by their regulators, including the possibility that the regulators may, among other things, require the Company to limit its business activities, change its business mix, increase its allowance for credit losses, write-down assets or increase its capital levels, or affect its ability to borrow funds or maintain or increase deposits, which could adversely affect its liquidity and earnings; (xvi) costs and effects of litigation, including settlements and judgments; (xvii) competition; (xviii) the transition from LIBOR to new interest rate benchmarks; and (xix) natural disasters, war, terrorist activities or civil unrest and their effects on economic and business environments in which the Company operates. The Company wishes to advise readers that the factors listed above and other risks described in the Company’s most recent Annual Report on Form 10-K, including, without limitation, those described under “Item 1A. Risk Factors,” subsequent Quarterly Reports on Form 10-Q and other documents filed or furnished from time to time by the Company with the SEC (which are available on our website at www.greatsouthernbank.com and the SEC’s website at www.sec.gov), could affect the Company’s financial performance and cause the Company’s actual results for future periods to differ materially from any opinions or statements expressed with respect to future periods in any current statements.

 

The Company does not undertake-and specifically declines any obligation- to publicly release the result of any revisions which may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

 

 

v3.23.4

Cover	Dec. 20, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 20, 2023
Entity File Number	0-18082
Entity Registrant Name	GREAT SOUTHERN BANCORP, INC.
Entity Central Index Key	0000854560
Entity Tax Identification Number	43-1524856
Entity Incorporation, State or Country Code	MD
Entity Address, Address Line One	1451 East Battlefield
Entity Address, City or Town	Springfield
Entity Address, State or Province	MO
Entity Address, Postal Zip Code	65804
City Area Code	417
Local Phone Number	887-4400
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	GSBC
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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