Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) On November 3, 2020, the Board of Directors (the "Board") of Wilson Bank
Holding Company, a Tennessee corporation (the "Company"), elected Deborah
Varallo to the Board as a Class II director. Ms. Varallo's initial term will
expire at the Company's annual meeting of shareholders in 2021, at which time it
is expected that her nomination as a Class II director will be submitted to a
vote of the Company's shareholders. Ms. Varallo has also been elected as a
director of the Company's wholly-owned subsidiary Wilson Bank & Trust (the
"Bank"). She has not been appointed as a member of any committee of the Board or
of the board of directors of the Bank at this time. There are no arrangements or
understandings between Ms. Varallo and any other persons pursuant to which she
was selected as a director. Additionally, there are no transactions involving
the Company and Ms. Varallo that the Company would be required to report
pursuant to Item 404(a) of Regulation S-K.
Ms. Varallo, age 68, Deborah Varallo founded Varallo Public Relations, a
full-service marketing, social media, public relations and crisis management
firm in 1991. A resident of Old Hickory, Tennessee, she is president-elect of
the International Women's Forum - Tennessee Chapter. Ms. Varallo also serves on
the boards for Nashville State Community College Foundation, Cumberland Region
Tomorrow, Catholic Business League and Tennessee State Fair Association, and was
recently appointed to Metro Nashville's Small Business Task Force, and as an
Ambassador Board Member for Project C.U.R.E. and Advisor for the Center for
Nonprofit Management's Development Committee.
In connection with her appointment to the Board and the board of directors of
the Bank, Ms. Varallo will be compensated in the same manner as the Company's
and the Bank's other non-employee directors, which is described under the
caption "Director Compensation" in the Company's definitive proxy statement on
Schedule 14A filed with the Securities and Exchange Commission on March 27,
2020, and currently includes a mixture of a monthly cash retainer and cash paid
for board and committee meetings attended.
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