UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. 1)
Securities Exchange Act of 1934 (Amendment No. 1)
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
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Preliminary Proxy Statement
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Confidential for Use of the Commission Only (as permitted by Rule 14s-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a‑12
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South Plains Financial, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a‑6(i)(1)
and 0‑11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0‑11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0‑11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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EXPLANATORY NOTE
This proxy statement amendment, dated April 2, 2020 (this “Amendment No 1.”), amends the definitive proxy statement (the “proxy statement”) of South Plains Financial,
Inc. (the “Company”), which was filed with the Securities and Exchange Commission on April 1, 2020, relating to the Company’s Annual Meeting of Shareholders (the “annual meeting”) to be held on May 19, 2020. The Company is providing this
Amendment No. 1 solely to correct, in the “Summary Compensation Table,” the inadvertent omission of the “Stock Awards” column and the values set forth in the “Option Awards” column and to make corresponding changes to the explanatory footnotes
following the table. The Summary Compensation Table and its explanatory footnotes were included in the proxy statement beginning on page 19.
No other changes have been made to the proxy statement or to the matters to be considered by the Company’s shareholders at the annual meeting. All other items of the
proxy statement are incorporated herein by reference without change. Capitalized terms used but not otherwise defined in this Amendment No. 1 shall have the meanings assigned to such terms in the proxy statement. This Amendment No. 1 should be
read in conjunction with the proxy statement. From and after the date of this Amendment No. 1, any references to the “proxy statement” are to the proxy statement as amended hereby.
The changes to the proxy statement reflected in this Amendment No. 1 are incorporated in the copy of the proxy statement sent to shareholders and also available at
www.spfi.bank.
Amendment to the Summary Compensation Table
Beginning on page 19 of the proxy statement, under the heading “Summary Compensation Table,” the following revised table and explanatory footnotes replace the
previously-filed table and explanatory footnotes in their entirety:
The following table sets forth information regarding the compensation paid, awarded to, or earned by each of our named executive officers for the
fiscal years indicated.
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Name and
Principal
Position
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Year
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Salary
($)
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Bonus
($)
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Stock
Awards
(1)
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Option
Awards
($)(1)
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Non-Equity
Incentive Plan
Compensation
($)(2)
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Nonqualified
Deferred
Compensation
Earnings
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Other
Compensation
($)(3)
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Total
Compensation
($)
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Curtis C. Griffith
Chairman of the
Board and Chief
Executive Officer
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2019
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$
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366,088
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$
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-
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$
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-
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$
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121,367
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$
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307,800
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$
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-
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$
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49,751
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$
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845,006
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2018
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$
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402,796
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$
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47,790
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$
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-
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$
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-
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$
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60,391
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$
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510,997
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Cory T. Newsom
President
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2019
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$
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700,474
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$
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-
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$
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999,993
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$
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148,698
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$
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472,500
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$
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-
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$
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63,117
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$
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2,384,782
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2018
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$
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766,956
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$
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104,215
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$
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-
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$
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-
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$
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-
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$
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62,022
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$
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933,193
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Steven B.
Crockett(4)
Chief Financial
Officer
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2019
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$
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303,384
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$
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3,480
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$
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144,992
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$
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125,778
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$
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170,520
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$
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-
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$
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30,131
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$
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778,285
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Kelly L.
Deterding(4)
President of
Windmark
Insurance
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2018
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$
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110,893
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$
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12,370
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$
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-
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$
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507,298
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$
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-
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$
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11,791
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$
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642,352
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| (1) |
Reflects the aggregate grant date fair value, determined in accordance with applicable FASB ASC Topic 718, of equity-based awards made during the 2019 fiscal year. The
discussion of the assumptions used in calculating the aggregate grant date fair value of the equity-based awards can be found in Footnote 10 of the Notes to Consolidated Financial Statements included in the Company’s Form 10-K for the
year ended December 31, 2019.
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Amounts represent annual incentive bonuses that were earned in 2019. For a description of annual incentive bonuses for 2019, see “Annual Cash Incentive Compensation” below.
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We provide our NEOs with other benefits that we believe are reasonable, competitive and consistent with our overall executive compensation structure. The amounts in this column
for fiscal year 2019 include:
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| • |
For Mr. Griffith: director fees of $14,866, vehicle expenses of $14,985, Company-paid health incentives of $24, a contribution for our ESOP of $14,131 and excess contributions
of $2,969 paid in cash and Company-paid premiums for group insurance of $2,776.
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For Mr. Newsom: director fees of $14,866, vehicle expenses of $6,352, a contribution for our ESOP of $11,550 and excess contributions of $18,375 paid in cash, Company-paid
premiums for group insurance of $1,232 and home security and country-club dues of $10,742.
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For Mr. Crockett: vehicle expenses of $15,000, a contribution for our ESOP of $13,275 and excess contributions of $500 paid in cash, Company-paid premiums for group insurance
of $836 and home security of $520.
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| (4) |
Mr. Crockett was newly designated as a Named Executive Officer for the fiscal year 2019. Mr. Deterding was not a Named Executive Officer for the fiscal year 2019, but was a
Named Executive Officer in the fiscal year 2018.
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