Good afternoon, and thank you for joining us for the 2021 Annual Shareholders M eeting of Heartland Financial USA, Inc., operating under the brand name HTLF. I'm Lynn B. Fuller, Executive Operating Chairman of the company and Vice Chairman of a number of our member banks, and it's my pleasure to serve as Chairman of this annual shareholder meeting. As noted in our annual report and proxy, in light of the continued pandemic, for the safety of all concerned, we are once again holding our annual meeting as a live webcast. Rules of conduct for the meeting are posted on the meeting website. Shareholders wishing to vote or ask questions must have logged into the virtual meeting with their control number and should follow the instructions on the meeting site. At this time, I'd like to call the meeting to order. Before we begin the business portion of today's meeting, I'd like to make a few introductions. Joining me on the call today are Bruce K. Lee, HTLF's President and Chief Executive Officer, and Jay Kim, Executive Vice President, General Counsel, and Corporate Secretary. I would also like to recognize our HTLF directors who are joining us virtually today. Bruce K. Lee, Robert B. Engel, Thomas L. Flynn, Jennifer K. Hopkins, Christopher S. Hylen, R. Michael McCoy, Susan G. Murphy, Barry H. Orr, John K. Schmidt, Martin J. Schmitz, Duane E. White, and also attending virtually is Kathryn Graves Unger, a new director nominee for election to the board at this meeting. I would like to give a special thanks to Mark Falb and Mike McCoy for their many years of service on both the HTLF and DB&T boards. Mark served as Vice Chairman on the HTLF board and Chairman of our audit committee prior to his resignation in April of this year, and Mike will be retiring from the HTLF board as of today's meeting. I want to personally thank both Mark and Mike for their many years of service, guidance, counsel, and dedicated support. Now, before we conduct the business portion of this meeting, I will summarize our safe harbor statement. Some of the information that we will be providing falls under the guidelines of forward-looking statements as defined by the Securities and Exchange Commission. As part of these guidelines, I must point out that any statements made during this meeting regarding our hopes, beliefs, expectations, or predictions of the future are forward-looking statements, and our actual results could differ materially from those projected. Additional information on these factors is included from time to time in our 10-K and 10-Q filings, which can be obtained by contacting the company, the SEC, or by visiting our website at www.htlf.com. Now, on with the business portion of this meeting. I believe that most of you have already submitted your proxy by mail or electronically, and if not, you can vote today by following the instructions on the virtual meeting site. Now, assisting with today's meeting are Jay Kim, Executive Vice President, General Counsel, and Corporate Secretary, Greg Remke, Vice President Associate General Counsel, and Mike Sinkey, Senior Vice President Finance Tax Director. Jay Kim will act as Secretary of this meeting. Your voting instructions will be carried out today by the appointed proxies, who are Tom Flynn and myself. The board has appointed Greg Remke and Mike Sinkey as Inspectors of Election. Jay, have the inspectors of election been duly sworn in? Yes, Mr. Chairman, they have. Their oaths will be filed with the records of this meeting. Thank you, Jay. I'd now like you to report on proof of notice of this meeting and quorum. Mr. Chairman, the Board of Directors fixed March 22, 2021, as the record date for determining stockholders entitled to vote at this meeting. The list of stockholders as of March 22, 2021, has been on file at the office of the company for the last 10 days and was made available for inspection by any stockholder. The shareholder list is also available on the meeting site. Mr. Chairman, no stockholder nominations or proposals were filed in advance of the meeting. An affidavit has been delivered attesting to the fact that either, one, a notice of internet availability of the notice of the meeting, the proxy statement, and the 2020 annual report to stockholders or, two, the documents themselves were mailed on or about April 5th, 2021, to all stockholders as of the record date and will be incorporated into the minutes of this meeting. The stockholder list shows that as of the record date, there were 42,173,675 shares of common stock outstanding and entitled to vote at this meeting. We are informed by the inspectors of election that there are 34,441,118 shares of common stock represented in person or by proxy at the meeting, or approximately 82% of the voting power. Since this represents more than a majority of the voting power of all issued and outstanding stock entitled to vote on the record date, a quorum is present for purposes of transacting business. Thank you, Jay. May we have a motion and a second that the secretary's report on notice of meeting and quorum be approved? Moved. Second. We have a motion and a second. All those in favor say, "Aye." Aye. Aye. Any opposed? Thank you. Motion carries. Since the majority of voting shares are represented here, a quorum is present. As chairman of this meeting, I declare it a properly constituted meeting, duly organized, and ready for business. We will now proceed with the business of the meeting. I recommend that in the interest of time, we have a motion and a second to waive the reading of the May 20th, 2020 stockholders meeting minutes and accept them as printed. So moved. Second. We have a motion and a second. All those in favor say, "Aye." Aye. Aye. Any opposed? Thank you. Motion carries. Now for each item that is brought before the meeting, you are entitled to one vote for each share of common stock registered in your name. Now, on to the three items of business to be considered at today's meeting. The first item of business is the election of five individuals to serve as Class I directors for a three-year term expiring in 2024. More specific information on each of the director nominees is provided in your proxy statement. The board of directors has nominated Christopher S. Hylen, Susan G. Murphy, Martin J. Schmitz, Kathryn Graves Unger, and myself, Lynn B. Fuller, as listed in the company's proxy statement to serve as Class I directors and until their successors are duly elected and qualified. The nominations are already before the meeting, so no further action with respect to this is required. We will now proceed with the remaining two items. The second item of business is to ratify the appointment of KPMG LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2021. Third, take a non-binding advisory vote on executive compensation. If there are any questions from our shareholders on any of the items being brought before this meeting, you may submit your questions through the web portal. I'll take a pause for that. Okay, hearing no questions, may I have a motion and a second to bring Proposals 2 and 3 before the meeting before calling for the vote? So moved. Second. We have a motion and a second. All those in favor say, "Aye." Aye. Aye. Any opposed? Motion carries. There being no other items of business to come before the meeting, the polls are now open. Shareholders who have sent in proxies or voted via telephone or internet do not need to take any further action. Any shareholder who has not yet voted may do so by clicking on the voting button on the web portal and following the instructions. While the inspectors of election are tabulating the votes, I'd like to provide a brief recap of HTLF's history and performance. Well, HTLF is truly a growth company. The company was formed 40 years ago in 1981 with assets of only $200 million. In 1994, HTLF went public and was listed over the counter with assets of $600 million. In 2003, we listed on NASDAQ with assets of $1.7 billion. Last year, we ended 2020 with nearly $18 billion in assets. As you can see, our history has been to double earnings, assets, and most important, earnings per share every five to seven years. We've never had a loss year in our history. We've had 40 consecutive years of level or increased dividends. Our current dividend is $0.22 per quarter. For 2020, our shareholders received $0.80 per share versus $0.68 per share in 2019. That's an 18% increase. Our market cap as of March 31, 2021 was $2.1 billion, and the HTLF board and executive officers own 5.3% of the company as of January 31, 2021. 2020 was clearly an unusual and extraordinary year. We've never experienced a worldwide pandemic like the one that crippled the U.S. and world economy, causing business shutdowns and high unemployment. I think it's nothing short of amazing how well we've been able to support our clients' ongoing financial needs without putting our employees' safety and health at risk, and while at the same time providing our shareholders a respectable return on their investment. Most notable for the year was HTLF's incredible growth, with assets reaching a new record high of nearly $18 billion. In December 2020, we completed two acquisitions, one of which was our largest to date, the AimBank transaction in West Texas. AimBank was merged with and into HTLF's Lubbock-based subsidiary. With this acquisition, First Bank & Trust is now our largest bank, with nearly $3 billion in assets. This transaction is expected to be approximately 10% accretive to our current shareholders' earnings per share. Also, Arizona Bank & Trust completed its purchase and assumption of Johnson Bank's four Phoenix area branches. This simultaneous virtual close and system conversion went extremely well, taking Arizona Bank & Trust total assets to over $1.5 billion, and this transaction is expected to be approximately 5% accretive to our current shareholders' earnings per share. While we remain focused on profitability and growth, and with acquisitions contributing to several company-wide goals, we continue to prioritize both in-market and larger acquisitions, which create greater market share and EPS growth from substantial cost saves and synergies. We have a deep pipeline of attractive prospects with a number of active opportunities currently in process. The substantial increase in asset size from accretive acquisitions, combined with Operation Customer Compass' more efficient and scalable operating platform, significantly contributed to the new record low efficiency ratio. While 2020 was truly a year of significant growth, and for the fifth year in a row, HTLF was recognized as a Forbes' Best Bank. HTLF ranked 52nd among the top 100 largest banks in the country based on profitability, growth, credit quality, and efficiency. I will now turn it over to Bruce Lee, HTLF's President and CEO, who will share his comments regarding the company's performance. Bruce? Thank you, Lynn. Good afternoon, everyone. Welcome to the 2021 Annual Shareholders Meeting, our second virtual meeting as we've established new ways to collaborate and connect with each other over the past year. I'd like to begin by introducing you to our new brand, HTLF. You're all familiar with those letters, HTLF. It's our stock ticker symbol. Now those same four letters are the brand name of our company. For those of you who have joined online, we are going to play a short video that tells our brand story. For those of you attending via phone, you won't be able to see or hear the video, but you can view it anytime on our brand website, poweredbyhtlf.com. We'll be back in less than two minutes. We've refreshed our branding to better reflect our continued growth and the company we are today. Our tagline is "Strength. Insight. Growth." That's what we bring to our customers and what our unique business model and diverse footprint brings to our shareholders. We are proud of Heartland's Midwestern roots. Today, HTLF positions us for additional growth and better reflects our significant expansion with over 60% of our assets now in the West and Southwest regions. We deliver a winning value proposition to our banks, customers, and shareholders. Our banks are powered by HTLF's technology, efficiency, and strength. Decision-making is local and focused on customers and relationships. It's community banking with the scale to compete at any level. The response to HTLF has been excellent. We're excited about how the brand positions us with our employees, customers, and investors. In 2021, as we move forward as HTLF, we must also reflect upon the past year, one unlike any other. The COVID-19 pandemic impacted and disrupted our lives in countless ways. The teams across HTLF and our 11 member banks not only met the year's challenges but thrived in spite of them. This afternoon, I will share a snapshot of our 2020 performance, key initiatives, COVID-19 pandemic support for our employees, customers, and communities, as well as highlights of the first quarter. In 2020, total assets grew 36%, we reached a new high of $17.9 billion, an increase of $4.7 billion. We exceeded our own high expectations and delivered an efficiency ratio of 56.65%, a decrease of 585 basis points, or 9%. Total deposits were up 36%, increasing to $15 billion. Our commercial loan portfolio grew by $569 million, or 9%, excluding PPP. We supported nearly 5,000 small businesses with the lifeline provided by the SBA's Paycheck Protection Program and processed $1.2 billion in loans. As I look at the strong results, I'm once again reminded how proud I am of the teams across HTLF and each of our banks. We demonstrated our commitment to serving our customers and communities while prioritizing the health and safety of our employees. It's their strength and resiliency that allowed us to endure challenges and positioned us for growth in 2021 and beyond. In addition to our strong financial performance, we have made significant advancements in our strategic initiatives. Investments we've made in Operation Customer Compass fuel our growth. Our commercial teams are able to better serve our customers using our best-in-class Salesforce CRM and nCino platform. Overall, we've seen a 30% decrease in the time from loan application to funding. This improves our speed to market and the customer experience. We've introduced solutions designed to make banking easier and more accessible for our commercial clients. This was especially valuable as businesses modified their operations due to the pandemic. We delivered improved e-deposit products, giving clients greater security, and we modernized and consolidated our lockbox operation, allowing a more robust remittance process for our clients with enhanced efficiency of our operations. Our investments also helped us as we responded to the changes in consumer behavior accelerated by the pandemic. We invested and upgraded our entire ATM network. Our consumer and small business customers use these advanced features to more conveniently make deposits, get cash, and perform other transactions. We enhanced authentication measures across our digital channels to help protect our customers from fraud, and we implemented video banking solutions and other digital-first programs that allow our bankers to meet with and service our customers in person virtually. Our investments for growth continue to enable us to provide customers the in-person and digital options they want and value. As part of our efforts to identify future banking behaviors and customer needs, we continuously review and rationalize our branch network. In 2020, we consolidated three branches, and in early 2021, we consolidated nine, which included three acquired Aim branches. We continue to invest for growth, develop products, and implement technology that will enhance the service we provide our commercial and consumer customers. Later this year, we will begin delivering additional digital banking enhancements through a new customer portal that will broaden customer self-serve options, provide expanded online document management, and enable live chat and online appointment scheduling. We actively listen to our customers through everyday interactions and surveys. We will continue to invest to deliver exceptional customer experiences. We also continue to invest in our people, providing strong corporate leadership with new and innovative thinking to uniquely position us in the financial landscape. Nathan Jones joined HTLF as our Executive Vice President and Chief Credit Officer. Nathan's depth of knowledge has allowed us to work with our customers and navigate the pandemic while maintaining a diverse loan portfolio and solid credit metrics. We also welcomed Brent Giles as President and CEO of Wisconsin Bank & Trust. Brent is focused on intentional and solid growth that fuels the ability to meet and exceed our customers' needs. In March of 2021, Barry Orr retired as CEO of FirstBank & Trust. Greg Garland has assumed the role of CEO and continues as President. Barry will continue to lead and serve as Chairman of the Board of Directors for FirstBank & Trust and as a Director on the board of HTLF. We thank Barry for his vision, leadership, commitment, and wish him all the best in his retirement. Congratulations to Greg on his well-deserved promotion. Earlier this month, Joanne Sherwood retired as President and CEO of Citywide Banks. With Joanne's retirement, Michael Wamsganz transitioned into the role of President and CEO. I want to thank Joanne for her leadership and service at Citywide Banks and wish her all the best in her retirement. Congratulations to Michael. I look forward to working closely with him as we continue to grow Citywide Banks and serve its customers. Events of 2020 highlighted the need for deeper conversations, insight, and internal assessment around where we, as an organization, can do better and do more to support our people and our communities. Enriching lives is an important part of our mission. Our values are rooted in the belief that respect, equity, and inclusiveness make us stronger. With insights from our reflections, we have taken actionable steps toward creating a safer, more inclusive, and diverse organization that reflects the markets and communities we serve. Those steps include investing in our employees. We engaged outside experts and are delivering broader and richer diversity and inclusion training to maximize the experiences on our teams. Expanding our young professionals Impact Program, we recruit high-caliber recent college graduates into a leadership development program that helps participants experience many different aspects of banking while helping us develop a bench of future leaders. More than 60% of the last two Impact classes are diverse individuals. We also launched an employee Diversity Advisory Council to guide key initiatives across HTLF and our member banks. Over the past few years, we have expanded the diversity of the HTLF executive leadership team and the HTLF Board of Directors. We are committed to continuing to improve diversity and inclusion across our company. HTLF's financial strength, diverse geographic footprint, strong leadership, and dedicated local talent positioned us to care for our employees, provide relief for our customers, and help ease hardships facing communities. In March of 2020, as the pandemic unfolded across the country, our number one priority was the health and safety of our employees, customers, and communities. We implemented our pandemic management plan, and the strategic investments we have made over the previous two years enabled us to respond quickly and protect the health of our employees while continuing to serve our customers and communities. Throughout 2020, we were agile and able to pivot to respond to rapidly changing conditions. Our IT team quickly enabled two-thirds of our employees to work from home. We demonstrated our commitment to our employees by developing a pandemic time-off program. We paid all employees at 100% if they needed time off because of illness, to care for a sick family member, or provide childcare due to school closing. We also paid many retail customer-facing employees in banks and our call centers a 20% premium, and we deep cleaned our locations and implemented hygiene and social distancing practices to promote safety. When it was necessary to close bank lobbies, we served our customers through drive-throughs and digital channels. We earned goodwill with our employees as we navigated through the ever-changing conditions of the pandemic. Our employee engagement survey results were a true reflection of our leadership teams' quick ability to pivot, support, and respond to our employees, generating our highest scores ever. Our work environment has since been reimagined, and we believe the new workplace norm will be a hybrid model, which offers our employees the flexibility to work from home and in a safe and collaborative office environment. We believe this will increase company loyalty and employee retention. Throughout 2020, we proactively implemented relief efforts for consumer, small business, and commercial customers. HTLF is proud to have helped thousands of small businesses in our communities obtain Paycheck Protection Program loans. In 2020, we processed nearly 5,000 PPP loans totaling $1.2 billion, which helped preserve more than 112,000 jobs. In 2021, we actively participated in the second round of PPP. We also recognized that our communities needed us now more than ever. In April of 2020, HTLF and its banks contributed $1.2 million to nonprofit organizations leading the response to COVID-19 across the communities we serve. In the fall, we partnered with AdoptAClassroom.org, donating more than $260,000 to high needs schools to purchase technology, learning materials, and PPE to help students learn in a safe environment. Our financial strength enabled us to live our mission of enriching our communities. Contributions totaled $1.5 million as we responded to the challenges created by COVID-19. These dollars and our employees' volunteer hours made a meaningful difference. After a year of virtual meetings, I've been visiting our banks and customers in person. I'm energized and encouraged as overall customers are very optimistic in predicting strong financial performance in the second half of this year. HTLF is off to an excellent start in 2021 with record numbers. In the first quarter, we delivered a record net income of $52.8 million. Pre-provision net revenue was a record $67.5 million. Total assets grew to a record $18.2 billion. Total deposits were a record $15.6 billion. Our efficiency ratio was 56.61%, a record low for the first quarter, and we successfully converted systems for AimBank, completing our largest acquisition to date. HTLF has momentum, and we're positioned for continued growth. We are encouraged by the expanded rollout of vaccines, and most of our branches are eagerly welcoming customers into our lobbies while our commercial bankers are meeting more customers in person. As a company, we've grown and developed new skills that will serve us well into the future while demonstrating our unwavering commitment to our employees. We are building on the foundation established by Operation Customer Compass, driving efficiency, and implementing solutions for our customers. HTLF corporate employees have returned to the office, working together in person again. We are proud to have served our customers and communities during the pandemic. We emerge well-positioned for growth. We are stronger, we are more nimble, and together we are HTLF. Now we would welcome any shareholder questions. Questions can be submitted via the annual meeting website. Jay Kim informs me that we have no questions. We're getting let off pretty easy today. I believe everyone has now had an opportunity to vote, and I declare the polls closed. The votes have been tallied, and I will ask our inspectors of election to report the results of the voting to the secretary. Mr. Kim, do we have the voting results? We do, Mr. Chairman. The results of the vote are as follows. The five nominees, Lynn B. Fuller, Christopher S. Hylen, Susan G. Murphy, Martin J. Schmitz, and Kathryn Graves Unger, have received a plurality of the votes cast. Accordingly, each nominee has been elected as a Class I director of the company for a three-year term and will serve until 2024. A majority also voted in favor of Items 2 and 3. Thank you, Jay. As chairman, I confirm that the nominees have been elected and Items 2 and 3 have been adopted. The inspectors are instructed to submit a certificate of inspectors of election to be filed with the secretary for insertion in the company's minute book together with the minutes of this meeting. Now, before we close, I'd like to thank you, our loyal shareowners, and I emphasize shareowners because so many of you are such long-term loyal owners of HTLF stock. We truly value the trust and confidence you have placed in us, and we will work extremely hard to maintain it. I also want to thank our customers for their ongoing support and loyalty, and I would hope that all of our shareowners are also customers. I would like to thank our directors at both the holding company and the HTLF subsidiaries for their continued guidance and counsel. I'd like to thank our professional staff for the great job they do in serving our customers and our shareowners. Last, I'd like to thank our market makers, accountants, and legal counsel for all the assistance they provide to us. This concludes our business for the meeting. I would now entertain a motion for adjournment. Do we have a motion? So moved. Do we have a second? Second. We have a motion and a second. All those in favor say aye. Aye. Any opposed? Motion carries. This meeting is adjourned. Once again, thank you for joining us today, and may all of you and your families remain safe and healthy. Have a great afternoon.
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