Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Effective September 17, 2020, the Board of Directors of Synovus Financial Corp.
("Synovus") voted to increase the size of the Board from eleven to twelve
directors and appointed Pedro Cherry to fill the resulting vacancy, effective
immediately.
Mr. Cherry, age 49, is the President and Chief Executive Officer of Atlanta Gas
Light and Chattanooga Gas, overseeing all aspects of operations for the two
regional natural gas utilities and subsidiaries of Southern Company, a public
company and one of the nation's largest generators of electricity. He has held
that position since August 2020. In addition to his current role at Atlanta Gas
Light and Chattanooga Gas, he serves as a member of the Southern Company Gas
Management Council and on the board of directors of Southern Company Gas
Charitable Foundation.
From February 2017 to August 2020, Mr. Cherry served as Executive Vice President
of Customer Service and Operations of Georgia Power, the largest subsidiary of
Southern Company. From April 2015 to February 2017, he served as Senior Vice
President of the Metro Atlanta Region of Georgia Power. From 2006 to 2015, Mr.
Cherry served in various other leadership positions within the Southern Company
family of companies, including Metro West Region manager and Vice President of
Community and Economic Development of Georgia Power. Prior to 2006, he spent
nine years in finance-related leadership positions with Southern Energy Inc., a
Southern Company subsidiary that later became Mirant Corp. He began his career
as an engineering and business analyst for Carolina Power and Light Corp.
In addition to his current role at Atlanta Gas Light and Chattanooga Gas, Mr.
Cherry serves on the advisory board of Synovus' banking division in North
Georgia. He also serves on the boards of Zoo Atlanta, Georgia Tourism
Foundation, Boys and Girls Club - Southeast Region, Clark Atlanta University and
Leadership Atlanta.
There are no arrangements or understandings between Mr. Cherry or any person
pursuant to which Mr. Cherry was selected as director, and there are no actual
or proposed transactions between Mr. Cherry or any of his immediate family
members and Synovus that would require disclosure under Item 404(a) of
Regulation S-K in connection with his appointment as a director of Synovus. The
Board of Directors has affirmatively determined that Mr. Cherry qualifies as an
independent director as defined by the listing standards of the New York Stock
Exchange and the categorical standards of independence set by the Board.
As of the date of the appointment, Mr. Cherry is entitled to receive the
compensation and participate in the plans applicable to Synovus' directors, as
set forth more particularly on Exhibit 10.1 to Synovus' Quarterly Report on Form
10-Q filed with the SEC on May 11, 2020. In addition, Mr. Cherry will enter
into Synovus' standard indemnification agreement, a form of which was filed as
Exhibit 10.1 to Synovus' Current Report on Form 8-K filed with the SEC on July
26, 2007. Except as set forth above, there is no other material plan, contract
or arrangement in which Mr. Cherry will participate in connection with his
appointment.
The Company issued a press release on September 17, 2020, announcing the
appointment of Mr. Cherry to the Board of Directors. A copy of that press
release is filed as Exhibit 99.1 to this Current Report on Form 8-K.
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
99.1 Synovus press release dated September 17, 2020
104 Cover Page Interactive Data File (embedded with the Inline XBRL document)
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