8-K

SEACOAST BANKING CORP OF FLORIDA (SBCF)

8-K 2024-05-22 For: 2024-05-21
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Added on April 08, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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) May 21, 2024

SEACOAST BANKING CORPORATION OF FLORIDA

(Exact Name of Registrant as Specified in Charter)

Florida 000-13660 59-2260678
(State or Other Jurisdiction<br>of Incorporation) (Commission<br>File Number) (IRS Employer<br>Identification No.) 815 COLORADO AVENUE, STUART FL 34994
--- --- --- ---
(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code (772) 287-4000

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:

☐    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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $0.10 par value SBCF Nasdaq Global Select Market

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.  ☐

SEACOAST BANKING CORPORATION OF FLORIDA

Item 5.07 Submission of Matters to a Vote of Security Holders

On May 21, 2024, Seacoast Banking Corporation of Florida (the "Company") held its 2024 Annual Meeting of Shareholders. Of the 84,927,621 shares of common stock of the Company outstanding as of the record date for the Annual Meeting, 71,868,423 shares were present at the meeting in person or by proxy. The final results of each of the proposals voted on by the Company's shareholders are described below:

Proposal One - Elect Directors: To elect five Class I directors. The vote for each director is as set forth below.

Number of Shares
Nominee Votes For Votes Withheld Broker Non-Votes
Jacqueline L. Bradley 63,290,174 850,376 7,727,873
H. Gilbert Culbreth, Jr. 50,848,435 13,292,115 7,727,873
Christopher E. Fogal 59,361,334 4,779,216 7,727,873
Charles M. Shaffer 61,854,080 2,286,470 7,727,873
Joseph B. Shearouse, III 62,526,462 1,614,088 7,727,873

The five nominees were each elected to the board by a plurality of the votes cast, as required by the Company's bylaws.

Proposal Two - Advisory (Non-binding) Vote to Approve Compensation of Named Executive Officers: To hold an advisory vote to approve, on a non-binding basis, the compensation of the Company's named executive officers as disclosed in the Company's proxy statement.

Votes For Votes Against Abstentions Broker Non-Votes
62,060,059 1,799,132 281,359 7,727,873

The vote required to approve this proposal was the affirmative vote of a majority of the votes cast on the proposal. Accordingly, this proposal was approved.

Proposal Three - Ratification of Auditors: To ratify the appointment of Crowe LLP as independent auditors for the Company for the fiscal year ending December 31, 2024.

Votes For Votes Against Abstentions
70,325,755 1,382,102 160,566

The vote required to approve this proposal was the affirmative vote of a majority of the votes cast on the proposal. Accordingly, this proposal was approved.

Item 7.01 Regulation FD Disclosure

Following the adjournment of the 2024 Annual Meeting of Shareholders, Management discussed the Company's business strategy, financial performance, recent developments, and future opportunities with shareholders in attendance.

Exhibit No. Description
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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.

SEACOAST BANKING CORPORATION OF FLORIDA

Dated: May 22, 2024 /s/ Tracey L. Dexter
Tracey L. Dexter
EVP, Chief Financial Officer