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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): June 24, 2020

CUBI-20200624_G1.JPG
(Exact name of registrant as specified in its charter)

Customers Bancorp, Inc.

Pennsylvania 001-35542 27-2290659
(State or other jurisdiction of
incorporation or organization) 		(Commission File number) (IRS Employer
Identification No.)
1015 Penn Avenue
Suite 103
Wyomissing PA 19610
(Address of principal executive offices, including zip code)
(610) 933-2000
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, 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))




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

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
Fixed-to-Floating Rate Non-Cumulative Perpetual
Preferred Stock, Series C, par value $1.00 per share 		CUBI/PC New York Stock Exchange
Fixed-to-Floating Rate Non-Cumulative Perpetual
Preferred Stock, Series D, par value $1.00 per share 		CUBI/PD New York Stock Exchange
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
Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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 June 24, 2020, the Board of Directors (the "Board") of Customers Bancorp, Inc. (the "Company"), appointed Robert John Buford to serve as a director, effective July 1, 2020. Mr. Buford is the President and Chief Executive Officer of Planned Realty Group, Inc., a Chicago based real estate company. He received his Juris Doctor from DePaul University School of Law, Master of Business Administration from University of Chicago and his undergraduate degree from University of Illinois.

The size of the Company’s Board will increase to eight members. Mr. Buford will serve as a director in Class I, with a term expiring at the Company's annual meeting of shareholders in 2021. Mr. Buford was also appointed to serve on the Board’s Risk and Audit Committees. The Board determined that he meets the applicable independence and financial literacy requirements under Securities and Exchange Commission and New York Stock Exchange governance standards for service on the Audit Committee.

Mr. Buford 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. Buford reportable under Item 404(a) of Regulation S-K. In connection with his service as a director, Mr. Buford 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. Buford 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.

Exhibit Description
Press release, dated June 25, 2020



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.


CUSTOMERS BANCORP, INC.
By: /s/ Carla A. Leibold
Name: Carla A. Leibold
Title: Executive Vice President - Chief Financial Officer


Date: June 25, 2020

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