SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): April 21, 2016
SOUTH STATE CORPORATION
(Exact name of registrant as specified in its charter)
|
South Carolina |
001-12669 |
57-0799315 |
|
(State or other jurisdiction of |
(Commission File |
(IRS Employer |
|
incorporation) |
Number) |
Identification No.) |
|
520 Gervais Street |
|
|
|
Columbia, South Carolina |
|
29201 |
|
(Address of principal executive offices) |
|
(Zip Code) |
(800) 277-2175
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.07 Submission of Matters to a Vote of Security Holders
On April 21, 2016, South State Corporation (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”) in Columbia, South Carolina. At the Annual Meeting, there were present in person or by proxy 20,756,912 shares of the Company’s common stock, representing 85.84% of the total outstanding eligible votes. At the Annual Meeting, the Company’s shareholders were asked to vote to (1) elect seven members of the Board of Directors, and (2) ratify the appointment of Dixon Hughes Goodman LLP as the Company’s independent registered public accountants for the fiscal year ending December 31, 2016. The voting results for each proposal are as follows:
1) Approval of a proposal to elect the following individuals as directors of the Company for three-year terms:
Broker
|
Nominees for Director |
|
Votes For |
|
Votes Withheld |
|
Non Votes |
|
|
Jimmy E. Addison |
|
17,359,204 |
|
104,024 |
|
3,293,684 |
|
|
Robert H. Demere, Jr. |
|
17,362,879 |
|
100,349 |
|
3,293,684 |
|
|
Robert R. Horger |
|
17,289,323 |
|
173,905 |
|
3,293,684 |
|
|
Jamew W. Roquemore |
|
17,315,571 |
|
147,657 |
|
3,293,684 |
|
|
Richard W. Salmons, Jr. |
|
17,323,593 |
|
139,635 |
|
3,293,684 |
|
|
B. Ed Shelley, Jr. |
|
17,324,354 |
|
138,874 |
|
3,293,684 |
|
|
John W. Williamson, III |
|
17,320,996 |
|
142,232 |
|
3,293,684 |
|
Each elected director received at least 99.0% of the voted shares in favor of their election (excludes Broker Non Votes).
The following individuals continue to serve as directors until our Annual Meeting in the year indicated:
|
Jimmy E. Addison |
|
|
Robert H. Demere, Jr. |
|
|
Robert R. Horger |
|
|
James W. Roquemore |
|
|
Richard W. Salmons, Jr. |
|
|
B. Ed Shelley, Jr. |
|
|
John W. Williamson, III |
|
|
Directors Whose Terms Will Expire in 2018 |
|
|
Herbert G. Gray |
|
|
Cynthia A. Hartley |
|
|
John C. Pollok |
|
|
Thomas E. Suggs |
|
|
Kevin P. Walker |
|
|
Directors Whose Terms Will Expire in 2017 |
|
|
Luther J. Battiste, III |
|
|
Paula Harper Bethea |
|
|
M. Oswald Fogle |
|
|
Robert R. Hill, Jr. |
|
|
Thomas J. Johnson |
|
|
Ralph W. Norman, Jr. |
|
|
Alton C. Phillips |
|
2
2) Approval to ratify the appointment of Dixon Hughes Goodman LLP as the Company’s independent registered public accountants for the fiscal year ending December 31, 2016:
|
|
|
|
|
% of Shares |
|
% of Shares |
|
|
|
|
Votes |
|
Outstanding |
|
Voted |
|
|
Voting For |
|
20,583,069 |
|
85.12 |
% |
99.16 |
% |
|
Voting Against |
|
155,016 |
|
0.64 |
% |
0.75 |
% |
|
Abstain From Voting |
|
12,965 |
|
0.05 |
% |
0.06 |
% |
|
Uncast |
|
5,862 |
|
0.02 |
% |
0.03 |
% |
|
Total |
|
20,756,912 |
|
85.84 |
% |
100.00 |
% |
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
SOUTH STATE CORPORATION |
|
|
|
(Registrant) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Date: |
April 25, 2016 |
/s/ John C. Pollok |
|
|
John C. Pollok |
|
|
|
Senior Executive Vice President, |
|
|
|
Chief Financial Officer and |
|
|
|
Chief Operating Officer |
|
4