bfbi20200925b

bfbi20200925b_8k.htm

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): September 24, 2020

BUSINESS FIRST BANCSHARES, INC.

(Exact name of registrant as specified in its charter)

Louisiana	001-38447	20-5340628
(State of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

500 Laurel Street, Suite 101 Baton Rouge, Louisiana		70801
(Address of principal executive offices)		(Zip code)

Registrant’s telephone number, including area code: (225) 248-7600

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 Exchange Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $1.00 per share	BFST	NASDAQ Global Select Market

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. ☒

5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) On September 24, 2020, the boards of directors of Business First Bancshares, Inc. (“Business First”) and b1BANK appointed Carol Calkins to serve as a director of each of Business First and b1BANK.

Ms. Calkins is not a participant in any transaction that would be required to be reported under Rule 404(a) of Regulation S-K. The Board determined that Ms. Calkins is an independent director under applicable Nasdaq listing standards.

Item 7.01

Regulation FD Disclosure.

On September 25, 2020, the Company issued a press release, a copy of which is attached hereto as Exhibit 99.1, regarding the appointment of Ms. Calkins to the boards of directors of Business First and b1BANK.

The information contained herein and the exhibit attached herewith shall be deemed furnished and not filed.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release of Business First Bancshares, dated September 25, 2020, announcing the appointment of Carol Calkins to the boards of directors of Business First and b1BANK.

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, thereunto duly authorized.

Dated: September 25, 2020

	Business First bancshares, inc.


	By:	/s/ David R. Melville, III
		David R. Melville, III
		President and Chief Executive Officer

Business First Bancshares, Inc. Announces the Appointment of a New Board Member

Baton Rouge, La. – b1BANK President and CEO Jude Melville announced today the addition of Carol Calkins to the board of directors of b1BANK and its parent company Business First Bancshares, Inc (Nasdaq: BFST).

Calkins is a Certified Public Accountant and joins the board with over 30 years of finance, audit, and environmental, social and governance criteria (ESG) experience. During her 22-year tenure at PricewaterhouseCoopers (PwC) she held several roles including National Partner in Charge of PwC’s Sales & Use Tax Group, SALT Practice Partner for Technology & Section 302/404, and PwC’s National co-chair for Diversity and Work-Life Quality. She has used her experience in government, industry, and public accounting to develop pragmatic and efficient solutions for issues related to restructuring, business processes, Sarbanes-Oxley Act, relationship connectivity and mergers and acquisitions.

“Carol’s deep background in finance, her demonstrated passion for people, and her extensive connections in and commitment to both the Louisiana and Texas portions of our footprint make her a strong fit for our board,” said Melville. “Our team looks forward to working closely with her over the next few years as we together continue to turn challenges into opportunities.”

Calkins is a lecturer, lobbyist, and author on state and local tax issues. Her articles have been published in the Journal of Accountancy, Today’s CPA and The Oil and Gas Journal. She is an inductee of New York City YWCA Top 100 Women in Business and Louisiana State University E.J. Ourso College of Business Hall of Distinction.

“I am delighted to join the Business First Bancshares, Inc. and b1BANK Board of Directors,” said Calkins. “People and community are my passion. I look forward to bringing my combined experience in finance, audit, and ESG to b1BANK as we continue to leverage our commitment to the community banking industry.”

Calkins is the former Chair of the State Taxation Committee for the American Institute of Certified Public Accounts and the Texas Society of CPAs. She sat on the board of the Texas Ballet, The Arts Community Alliance, and is a former Gun Barrel City Council Member. She is a member of the LSU National Foundation Board, the Executive Committee & North Texas Leader for the Fierce for the Future campaign for the Louisiana State University E.J. Ourso College of Business, and a member of PwC’s Retired Partner Council.

Business First Bancshares, Inc., through its banking subsidiary b1BANK, formerly known as Business First Bank, operates 42 banking centers in markets across Louisiana and in the Dallas, Texas area. b1BANK provides commercial and personal banking, treasury management and wealth solutions services to small to midsize businesses and their owners and employees. Visit www.b1BANK.com for more information. Business First’s common stock is traded on the NASDAQ Global Select Market under the symbol “BFST.”

Statements in this press release may not be based on historical facts and may be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by reference to future period(s) or by the use of forward-looking terminology, such as “anticipate,” “estimate,” “expect,” “foresee,” “may,” “might,” “will,” “would,” “could” or “intend,” future or conditional verb tenses, and variations or negatives of such terms.

All forward-looking statements, expressed or implied, included in this press release are expressly qualified in their entirety by the cautionary statements contained or referred to herein. Any forward-looking statement speaks only as of the date of this press release, and neither Business First nor Pedestal undertake any obligation, and each specifically declines any obligation, to revise or update these forward-looking statements, whether as a result of new information, future developments or otherwise.

FOR IMMEDIATE RELEASE	Misty Albrecht
Sept. 25, 2020	b1BANK
	225.286.7879
	Misty.Albrecht@b1BANK.com