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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 of 15(d) of The Securities Exchange Act of 1934


Date of Report (Date of earliest event reported)			June 23, 2023

Heartland Financial USA, Inc.


Commission File Number:			001-15393

(Exact name of Registrant as specified in its charter)


Delaware						42-1405748
(State or other jurisdiction of incorporation)						(I.R.S. Employer Identification Number)


1800 Larimer Street
Suite 1800
Denver,	Colorado	80202

(Address of principal executive offices, including zip code)

(303) 285-9200

(Registrant's telephone number, including area code)

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):

☐ 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 Exchange Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $1.00 per share	HTLF	Nasdaq Stock Market
Depositary Shares (each representing 1/400th interest in a share of 7.00% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series E)	HTLFP	Nasdaq Stock Market

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 23, 2023, the Board of Directors (the “Board”) of Heartland Financial USA, Inc. (the “Company”) appointed Margaret Lazo and Opal Perry to the Board, effective June 23, 2023.

The Board has determined that both Ms. Lazo and Ms. Perry are “independent” in accordance with the published listing requirements of the Nasdaq Stock Market. Ms. Lazo will serve on the Compensation and Human Capital Committee and the Risk Committee, and Ms. Perry will serve on the Audit Committee and the Risk Committee. Ms. Lazo and Ms. Perry will each receive the same compensation as the Company’s other non-employee Directors, consisting of (i) an annual retainer in the amount of $57,500 for service on the Board, as well as $7,500 for each committee of the Board on which they serve, which they may elect to receive in the form of cash or restricted stock units; and (ii) an award of restricted stock units in the amount of $65,000.

A copy of the Company’s news release relating to these director appointments is being furnished as Exhibit 99.1 to this Current

Report on Form 8-K. Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description

99.1 Ne ws Release dated June 23, 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.


Date: June 23, 2023	HEARTLAND FINANCIAL USA, INC.

	By:	/s/ Bryan R. McKeag
		Bryan R. McKeag
		Executive Vice President
		Chief Financial Officer

EX-99.1 2 ex991directorannouncement6.htm EX-99.1 Document


CONTACT:			FOR IMMEDIATE RELEASE
Ryan Lund			June 23, 2023
SVP, Director of Corporate Communications
952-746-0439
rlund@htlf.com

Margaret Lazo and Opal Perry Appointed

to HTLF Board of Directors

DENVER – June 23, 2023 – Heartland Financial USA, Inc. (NASDAQ: HTLF), operating under the brand name HTLF, announced Margaret Lazo and Opal Perry have been appointed to the company’s Board of Directors.

“Ms. Lazo and Ms. Perry bring extensive experience, leadership and perspective to the HTLF Board of Directors,” said John K. Schmidt, Chairman. “HTLF will benefit from their executive-level leadership and experience driving organizational change.”

Ms. Lazo is a Senior Operating Consultant at Cerberus Capital Management, a global private equity firm, where she is engaged in human capital initiatives across its portfolio companies. She is an accomplished executive with a history of successful leadership in the areas of talent development, DE&I, business transformation and organizational change. Prior to Cerberus, she was the Chief Human Resources Officer at Univision Communications, and prior to that, served in senior human resources leadership roles at GE Capital and NBC Universal.

Ms. Lazo holds a B.S. in Communications and Business from St. John’s University, and is an Advisory Board member of Bullseye Engagement, a human capital management software company, a member of the Board of Hispanic Federation, a nonprofit organization dedicated to empowering and advancing the Hispanic community and its institutions, and an advisory board member of the Latinx Executive Alliance, a consortium of executive leaders committed to advancing Latino talent in corporate America.

Ms. Perry is the Chief Strategy and Digital Transformation Officer at PODS Enterprises, LLC, a consumer services company in the moving and storage Industry. She has over 25 years of experience in building and growing global technology organizations, leading change initiatives and managing integration activities, including having served as Chief Information Officer of Hertz Global and holding senior technology roles at Allstate Insurance and Wells Fargo and Company.

Ms. Perry holds a Bachelor of Science degree in Computer Engineering from Carnegie Mellon University and Master of Business Administration degrees from the University of California – Berkeley and Columbia University. Ms. Perry also served as an officer in the United States Air Force.

“I am delighted to welcome Ms. Lazo and Ms. Perry to HTLF’s Board of Directors. Their diverse business experience, substantial skillsets and unique backgrounds make them both outstanding additions and enhance HTLF’s Board,” said Bruce K. Lee, HTLF President and CEO.

The appointments expand the HTLF Board of Directors to 12 members.

About HTLF

Heartland Financial USA, Inc., is a bank holding company operating under the brand name HTLF, with assets of $20.2 billion as of March 31, 2023. HTLF’s banks serve communities in Arizona, California, Colorado, Illinois, Iowa, Kansas, Minnesota, Missouri, Montana, New Mexico, Texas and Wisconsin. HTLF is committed to its core commercial business, supported by a strong retail operation, and provides a diversified line of financial services including treasury management, wealth management, investments and residential mortgage.

Additional information is available at www.htlf.com.

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