Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 28, 2021, the Board of Directors (the "Board") of Newtek Business
Services Corp. (the "Company") increased the number of directors constituting
the entire Board from five to seven, and elected Fernando Perez-Hickman and
Halli Razon-Feingold to serve as Class II directors of the Company, which terms
will expire at the Annual Meeting of Shareholders in 2022, and to hold such
position until their successors are elected and shall qualify.
Fernando Perez-Hickman served as Vice Chairman, Director of Corporate Strategy
and member of IBERIABANK's Planning Group Committee from August 2017 until its
merger with First Horizon Bank in July 2020. In this role, Mr. Perez-Hickman was
responsible for Corporate Strategy and Mergers and Acquisitions, supervising the
Consumer and Retail Banking Division, reporting to the CEO. From June 2007 to
August 2017, Mr. Hickman served as Executive Chairman of the Board of Directors
of Sabadell United Bank and from June 1998 to June 2007 served as Managing
Director of Santander Private Banking International.
Mr. Perez-Hickman is not an "interested person" of the Company as such term is
defined under Section 2(a)(19) of the Investment Company Act of 1940, as amended
(the "1940 Act"). Mr. Perez-Hickman was not appointed to the Board pursuant to
any arrangement or understanding with any other person, and there are no current
or proposed transactions between the Company and Mr. Perez-Hickman or his
immediate family members which would require disclosure under Item 404(a) of
Regulation S-K promulgated by the Securities and Exchange Commission (the
"SEC").
Mr. Perez-Hickman will receive director fees consistent with the director
compensation arrangement as described in the Company's definitive joint proxy
statement/ prospectus filed with the SEC on April 29, 2021, and incorporated by
reference into this Item 5.02.
Mrs. Halli Razon-Feingold has served as the Company's Chief Administrative
Officer since July 2016 and as Senior Vice President of Human Resources for the
Company since July 2019. Mrs. Razon-Feingold's tenure at Newtek spans over ten
years, with her current principal responsibilities centered on managing the
Executive department and all areas of Human Resources for the Company and all of
its controlled portfolio companies. Mrs. Razon-Feingold holds a master's degree
in Industrial/Organizational Psychology from CUNY Baruch College and a
bachelor's degree in Psychology from Hofstra University.
Mrs. Razon-Feingold is an "interested person" of the Company as such term is
defined under Section 2(a)(19) of the 1940 Act. Mrs. Razon-Feingold was not
appointed to the Board pursuant to any arrangement or understanding with any
other person. Mrs. Razon-Feingold's sister currently serves as EVP and Director
of Payroll Operations for one of the Company's controlled portfolio companies;
there are no other current or proposed transactions between the Company and Mrs.
Halli Razon-Feingold or her immediate family members which would require
disclosure under Item 404(a) of Regulation S-K promulgated by the SEC.
Mrs. Razon-Feingold will not receive director fees.
Item 8.01 Other Events.
The Company issued a press release on September 29, 2021 to announce these
changes, a copy of which is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Description
99.1 Press Release, dated September 29 , 2021
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