UNITED STATES

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 30, 2019 (April 25, 2019)

SOUTH STATE CORPORATION

 (Exact name of registrant as specified in its charter)

 

 

 

(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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company       ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.                 ☐

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders

 

On April 25, 2019,  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 31,999,214 shares of the Company’s common stock, representing 90.47% of the total outstanding eligible votes.  At the Annual Meeting, the Company’s shareholders were asked to vote on the following proposals:

 

(1) To elect four members of the Board of Directors to serve three-year terms;

(2) To conduct a non-binding, advisory vote on the compensation of the Company’s named executive officers;

(3) To approve the 2019 Omnibus Stock and Performance Plan; and

(4)  To ratify, as an advisory, non-binding vote, the appointment of Dixon Hughes Goodman LLP as the Company’s independent registered public accountants for the fiscal year ending December 31, 2019.

 

The voting results for three non-routine proposals and one routine proposal (the fourth proposal below) follows:

 

(1) Approval of a proposal to elect the following individuals as directors of the Company for three-year terms:

 

 

Each elected director received at least 95.4% of the voted shares in favor of their election.

 

The following individuals continue to serve as directors until our Annual Meeting in the year indicated:

 

 

(2)  Proposal to conduct a non-binding, advisory vote on the compensation of the Company’s named executive officers:

 

 

(3)  Proposal to approve the 2019 Omnibus Stock and Performance Plan:

 

 

(4)  Proposal to ratify, as an advisory, non-binding vote, the appointment of Dixon Hughes Goodman LLP, Certified Public Accountants, as independent registered public accounting firm for the Company for the fiscal year ending December 31, 2019:

 

 

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.