Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective January 1, 2020, Johnny Conroy, Weldon Miller and Art Scharlach
retired from their positions as members of the Board of Directors of Guaranty
Bancshares, Inc. (the "Company") and from all committees of the Board of
Directors. Their retirements are not due to any disagreements with the Company
on any of its operations, policies or practices.
Effective as of January 1, 2020, the Board of Directors appointed Jeff Brown and
Mike Nolan to replace Messrs. Conroy and Scharlach as Class II directors, with
initial terms expiring at the 2020 meeting of the shareholders. As a result of
the retirement of Mr. Miller, the Company has a Class III vacancy. The Company
has not determined at this time whether it will fill the vacancy or reduce the
size of the board by one, to twelve.
Jeff Brown is co-founder and managing partner of RoseRock Capital Group in
Bryan, Texas where he helps direct the firm's acquisitions while overseeing all
financial and legal concerns of the firm. Jeff is also responsible for
developing equity capital resources and assists with investor relations. He has
led numerous mergers and acquisitions of both public and private companies with
deal values in excess of $5 billion and has led venture capital investments in
more than a dozen companies valued in excess of $100 million. Jeff currently
serves on the Board of Directors of Guaranty Bank & Trust where he is a member
of its directors' loan and trust committees. He is chairman of the Board of
Directors of American Bible Society, serves as a board member of Rogers Ventures
Enterprises, and of Pine Cove Camp, where he also serves on its finance and
audit committees. Jeff has served on numerous board of directors of both public
and private corporations over the last 25 years, including frequently
participating on audit and executive committees for those entities. Jeff is a
graduate of the University of Houston and the South Texas College of Law with a
B.A. degree in Finance and Accounting and a J.D., magna cum laude, respectively.
Mike Nolan brings a wealth of real estate and investment experience to the
Company's board. Mike is a co-founder of Proterra Properties, an integrated real
estate firm and investment management company which specializes in new
developments and acquisitions. Before co-founding Proterra Properties, Mike
spent a majority of his career with the Vantage Companies, a national real
estate developer, where he was integrally involved in the formation of its asset
management group. Mike also co-founded Dallas City Bank in 2003, serving on its
board of directors and several committees until it was acquired by Guaranty Bank
& Trust in 2015. He currently serves on the Board of Directors of Guaranty Bank
& Trust and its directors' loan committee. Mike has participated in many civic
activities, which has included a directorship at the Rise School of Dallas. He
is a current member of the Salesmanship Club of Dallas and past member of its
Foundation Board. Mike is a graduate of Southern Methodist University with an
M.B.A. in Real Estate and Finance and is a licensed real estate broker in the
state of Texas.
In addition to serving as a member of the Board, Mr. Brown will serve on the
Company's Audit and KSOP Committees. Mr. Nolan will serve on the Company's
Corporate Governance, Executive Compensation and Audit Committees. They will
receive fees for their service as a director consistent with those fees received
by the existing directors for service as a director of the Company. Mr. Brown
and Mr. Nolan were appointed to the Company's Board of Directors at the volition
of the directors and not pursuant to any arrangement or understanding between
them and any other person.
A copy of the press release announcing the retirement of Messrs. Conroy, Miller
and Scharlach and the appointment of Messrs. Brown and Nolan is attached as
Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following is furnished as an exhibit to this Current Report on Form 8-K:
Exhibit No. Description of Exhibit
Exhibit 99.1 Press Release dated January 7, 2020 announcing the retirement
and appointment of directors to Board of Directors of the
Company
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