SouthState Bank Corp 8-K, filed Sep 3, 2021
SouthState Bank Corp (SSB)
About this 8-K
SouthState Bank Corp filed this 8-K on September 3, 2021, reporting on events of September 1, 2021.
Items reported
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 3, 2021 (
(Exact name of registrant as specified in its charter)
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
(Address of principal executive offices) | | (Zip Code) |
(
(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):
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
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 5.03 | | | Amendments to Articles of Incorporation or Bylaws |
On September 1, 2021, South State Corporation (the “Company”) filed Articles of Amendment (the “Amendment”) to its Amended and Restated Articles of Incorporation reflecting the Company’s name change to SouthState Corporation, effective September 1, 2021. The Company’s common stock will continue to trade on the NASDAQ Global Select Market under the ticker symbol “SSB”.
A copy of the Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01 | | | Financial Statements and Exhibits | |
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| | (d) | Exhibits: | |
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| | Exhibit No. | | Description |
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| | Exhibit 3.1 | | |
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| | Exhibit 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
2
STATE OF SOUTH CAROLINA SECRETARY OF STATE
ARTICLES OF AMENDMENT
Pursuant Section 33-10-106 of the 1976 South Carolina Code of Laws, as amended, the undersigned corporation adopts the following Articles of Amendment to its Articles of Incorporation:
1. The name of the corporation is: |
South State Corporation |
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2.Date of Incorporation is: | 2/22/1985 |
3. Agent’s Name and Address: | |
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V. Nicole Comer | |
(Name) | |
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700 Gervais Street, Ste 400 | |
(Street Address) | |
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Columbia, SC 29201 | |
(City, State, Zip Code) | |
4. On 07/28/2021, the corporation adopted the following Amendment(s) of its Articles of Incorporation: | |
Item FIRST of the Amended and Restated Articles of Incorporation is hereby amended to read: |
FIRST: The name of the corporation is SouthState Corporation. |
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5. The manner, if not set forth in the Amendment, in which any exchange, reclassification, or cancellation of issued shares provided for in the Amendment shall be effected, is as follows: |
Not Applicable. |
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South State Corporation |
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Name of Corporation |
6. Complete either “a” or “b”, whichever is applicable. | |||||||||||
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a. ◻ | Amendments adopted by shareholder action. At the date of the adoption of the Amendment, the number of outstanding shares of each voting group entitled to vote separately on the Amendment, and the vote of such shares was: | ||||||||||
Voting Group | | Number of Outstanding Shares | | Number of Votes Entitled to be Cast | | Number of Votes Represented at the Meeting | | Number of Undisputed Shares * | |||
| | | | For | -OR- | Against | |||||
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*Note: Pursuant to Section 33-10-106(6)(i) of the 1976 South Carolina Code of Laws, as amended, the corporation can alternatively state the total number of disputed shares cast for the amendment by each voting group together with a statement that the number of votes cast for the amendment by each voting group was sufficient for approval by that voting group. | |||||||||||
b. ☒ | The Amendment(s) was duly adopted by the incorporators or board of directors without shareholder approval pursuant to Section 33-6-102(d), 33-10-102 and 33-10-105 of the 1976 South Carolina Code of Laws, as amended, and shareholder action was not required. | ||||||||||
7. Unless a delayed date is specified, the effective date of these Articles of Amendment shall be the date of acceptance for filing by the Secretary of State (see Section 33-1-230(b) of the 1976 South Carolina Code of Laws, as amended) | |
N/A | . |
Date: | 09/01/2021 |
Name of Corporation:
South State Corporation |
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Signature | |
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Beth S. DeSimone | |
Type or Print Name | |
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Executive Vice President, Chief Risk Officer and General Counsel | |
Office | |
Form Revised by South Carolina Secretary of State, August 2016
F0003