23 unchanged sentences
The information required by Item 10 will be included in the Company’s definitive proxy statement for the 2024 Annual Meeting of Shareholders (the “Proxy Statement”), under the headings “Proposal 1:
−Removed: Election of Directors,” “Qualifications of Directors,” “Code of Ethics and Conflict of Interest Policy,” “Director Relationships,” “Committees of the Board or Directors,” “Executive Officers,” “Report of the Audit and Risk Committee,” and “Delinquent Section 16(a) Reports” and is incorporated herein by reference.
+Added: Election of Directors,” “Qualifications of Directors,” “Code of Ethics and Conflict of Interest Policy,” “Director Relationships,” “Committees of the Board or Directors,” “Executive Officers,” “Report of the Audit Committee,” and “Delinquent Section 16(a) Reports” and is incorporated herein by reference.
The Proxy Statement will be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days of the end of our 2023 fiscal year.
EXECUTIVE COMPENSATION
−Removed: The information required by Item 11 will be included in the section of the Proxy Statement entitled “Executive Compensation and Other Matters” under the following headings:
+Added: The information required by Item 11 will be included in the section of the Proxy Statement entitled “Executive Compensation and Other Matters” under the following headings and is incorporated herein by reference:
“Compensation Discussion and Analysis,” “Compensation Committee Report,” “Summary Compensation and Other Tables,” “Potential Payments upon Termination or Change in Control,” “Principal Executive Officer Pay Ratio,” and “Director Compensation,” and in the section of the Proxy Statement entitled “Corporate Governance” under the heading “Compensation Committee Interlocks and Insider Participation.”
36 unchanged sentences
10.4.3 Amendment to 2015 Omnibus Stock Incentive Plan dated May 11, 2021 (incorporated by reference to Exhibit 10.1 of the current report on Form 8-K filed on May 12, 2021) #
+Added: 10.4.4 Amendment to 2015 Omnibus Stock Incentive Plan dated November 14, 2023* #
10.5.1 Software Service Agreement between Live Oak Banking Company and nCino, LLC, dated November 1, 2012 (incorporated by reference to Exhibit 10.10 of the registration statement on Form S-1 filed on June 19, 2015)
38 unchanged sentences
10.5.21 Amendment to Software Service Agreement dated October 4, 2022, between Live Oak Banking Company and nCino, Inc.
−Removed: (incorporated by reference to Exhibit 10.
−Removed: 3.1 of the quarterly report on Form 10-Q, filed on N ovember 2, 2022 )
+Added: (incorporated by reference to Exhibit 10.3.1 of the quarterly report on Form 10-Q, filed on November 2, 2022)
10.5.22 Amendment to Software Service Agreement dated October 16, 2022, between Live Oak Banking Company and nCino Inc.
−Removed: (incorporated by reference to Exhibit 10.3.
−Removed: 2 of the quarterly report on Form 10-Q, filed on November 2, 2022)
+Added: (incorporated by reference to Exhibit 10.3.2 of the quarterly report on Form 10-Q, filed on No v ember 2, 2022)
10.5.23 Amendment to Software Service Agreement dated November 3, 2022, between Live Oak Banking Company and nCino, Inc.
+Added: (incorporated by reference to Exhibit 10.5.23 of the annual report on Form 10-K, filed on February 2 3, 202 3)
10.5.24 Amendment to Software Service Agreement dated November 15, 2022, between Live Oak Banking Company and nCino, Inc.
+Added: (incorporated by reference to Exhibit 10.5.24 of the annual report on Form 10-K, filed on February 23, 2023)
10.5.25 Amendment to Software Service Agreement dated January 30, 2023, between Live Oak Banking Company and nCino, Inc.
+Added: (incorporated by reference to Exhibit 10.5.25 of the annual report on Form 10-K, filed on February 23, 2023)
+Added: 10.5.26 Amendment to Software Service Agreement dated March 28, 2023 , between Live Oak Banking Company and nCino, Inc.
+Added: (incorporated by reference to Exhibit 10.1 of the quarterly report on Form 10-Q, filed on May 3, 2023 )
+Added: 10.5.27 Amendment to Software Service Agreement dated June 5, 2023, between Live Oak Banking Company and nCino, Inc.
+Added: (incorporated by reference to Exhibit 10.2.1 of the quarterly report on Form 10-Q, filed on August 2, 2023)
+Added: 10.5.28 Amendment to Software Service Agreement dated June 5, 2023, between Live Oak Banking Company and nCino, Inc.
+Added: (incorporated by reference to Exhibit 10.2.2 of the quarterly report on Form 10-Q, filed on August 2, 2023)
+Added: 10.5.29 Amendment to Software Service Agreement dated June 8, 2023, between Live Oak Banking Company and nCino, Inc.
+Added: (incorporated by reference to Exhibit 10.2.3 of the quarterly report on Form 10-Q, filed on August 2, 2023)
+Added: 10.5.30 Amendment to Software Service Agreement dated July 14, 2023, between Live Oak Banking Company and nCino, Inc.
+Added: (incorporated by reference to Exhibit 10.2.4 of the quarterly report on Form 10-Q, filed on August 2, 2023)
+Added: 10.5.31 Amendment to Software Service Agreement dated July 21, 2023, between Live Oak Banking Company and nCino, Inc.
+Added: (incorporated by reference to Exhibit 10.2.5 of the quarterly report on Form 10-Q, filed on August 2, 2023)
+Added: 10.5.32 Amendment to Software Service Agreement dated September 12 , 2023, between Live Oak Banking Company and nCino, Inc.
+Added: (incorporated by reference to Exhibit 10.
+Added: 1 of the quarterly report on Form 10-Q, filed on November 3 , 2023)
+Added: 10.5.33 Amendment to Software Service Agreement dated November 2, 2023, between Live Oak Banking Company and nCino, Inc.
10.6.1 Form of Stock Option Award Agreement for executive officers under the 2015 Omnibus Stock Incentive Plan (incorporated by reference to Exhibit 10.8 of the 2015 10-K) #
8 unchanged sentences
10.6.7 Form of 202 3 RSU Award Agreement for non-employee directors (incorporated by reference to Exhibit 10.1 of the quarterly report on Form 10-Q filed on August 2 , 202 3 ) #
−Removed: 10.6.8 RSU Award Agreement for non-employee director Casey S.
−Removed: Crawford (incorporated by reference to Exhibit 10.1 of the quarterly report on Form 10-Q filed on November 2, 2022) #
−Removed: 10.6.9 RSU Award Agreement for non-employee director Yousef A.
Form of RSU Award Agreement for certain executive officers (incorporated by reference to Exhibit 99.1 of the current report on Form 8-K filed on February 17, 2023) #
−Removed: 10.6.11 Member Interest Letters, dated May 9, 2019 and September 7, 2019, as revised on February 14, 2022, from Canapi Ventures LOB SLP, LLC, to the Neil L.
−Removed: Underwood Revocable Trust (incorporated by reference to Exhibit 10.2.1 of the quarterly report on Form 10-Q filed on August 3, 2022) #
−Removed: 10.6.12 Member Interest Letter, dated May 5, 2022, from Canapi Ventures LOB SLP II, LLC, to the Neil L.
−Removed: Underwood Revocable Trust (incorporated by reference to Exhibit 10.2.2 of the quarterly report on Form 10-Q filed on August 3, 2022) #
−Removed: 10.6.13 Member Interest Letter, dated September 6, 2022, from Canapi Ventures LOB SLP II, LLC, to the Neil L.
−Removed: Underwood Revocable Trust (incorporated by reference to Exhibit 10.2 of the quarterly report on Form 10-Q filed on November 2, 2022) #
+Added: Letter Amendment to Form of RSU Award Agreements for certain executive officers* #
+Added: 10.6.10 Form of RSU Award Agreement for certain executive officers (incorporated by reference to Exhibit 99.1 of the current report on Form 8-K filed on February 16, 2024) #
21.1 Subsidiaries of the Registrant*
3 unchanged sentences
32 Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**
+Added: 97 L ive Oak Bancshares, Inc.
+Added: Clawback Policy, adopted by the Board of Directors on November 8 , 2023*
101.INS Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
22 unchanged sentences
(Principal Executive Officer)
−Removed: /s/ William C.
−Removed: Losch III February 23, 2023
+Added: /s/ Walter J.
+Added: Phifer February 22, 2024
Chief Financial Officer
10 unchanged sentences
Cameron February 22, 2024
−Removed: Crawford February 23, 2023
Glossman February 22, 2024
7 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.