SouthState Bank Corp 8-K, filed Apr 27, 2022
SouthState Bank Corp (SSB)
About this 8-K
SouthState Bank Corp filed this 8-K on April 27, 2022.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 5.07: Shareholder vote results
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 | | | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers. |
As previously reported in the Current Report on Form 8-K filed March 28, 2022, on March 24, 2022, Cynthia A. Hartley, a member of the SouthState Corporation (“SouthState” or the “Company”) and SouthState Bank, N.A. Boards of Directors (the “Board”) and of the Board Compensation, Governance and Nominating, and Culture Committees, notified SouthState that she intended to retire from the Board for family health reasons. The effective date and time of Ms. Hartley’s retirement is the close of business on April 27, 2022.
On April 27, 2022, at a meeting of the Board following the annual shareholder meeting discussed in Item 5.07 below, the Board appointed James W. Roquemore, age 67, to fill the vacancy created by Ms. Hartley’s retirement. Mr. Roquemore is the retired Chief Executive Officer and Chairman of the Board of Directors of Patten Seed Company, Super Sod, where he served as Chief Executive Officer from 1995 until his retirement in September 2020. Currently, Mr. Roquemore serves as the President and Chairman of the Board of YC Holdings, Inc., a land holding and investment company that leases approximately 14,000 acres to Super Sod to produce turf grass and holds approximately 1,000 acres in developmental real estate. Active in his community, Mr. Roquemore currently serves as the Chairman of the Board of Directors of Orbis Health Solutions, a company dedicated to developing immunotherapy medicines to combat disease, and as a trustee of Coker College. Mr. Roquemore brings to the SouthState Board over 40 years of management, marketing, human resources, operations and customer service experience. His business and personal experience in the communities in which SouthState is located provide him with an appreciation of markets that SouthState serves, and the relationships he has developed within those communities and as a result of serving on the Board of South State Bank from 1994 to 2000 enhance his leadership and consensus-building ability. Mr. Roquemore’s board term commences upon the effectiveness of Ms. Hartley’s retirement.
Item 5.07 | | | Submission of Matters to a Vote of Security Holders. |
The Annual Meeting of Shareholders of the Company was held on April 27, 2022. Proxies for the meeting were solicited pursuant to Regulation 14A of the Securities Exchange Act of 1934, and there was no solicitation in opposition to management’s solicitations. A total of 68,730,651 shares of the Company’s common stock were entitled to vote as of February 28, 2022, the record date for the Annual Meeting. There were 61,340,636 shares present in person or by proxy at the Annual Meeting, at which the shareholders were asked to vote on three proposals. Set forth below are the matters acted upon by the shareholders at the Annual Meeting, and the final voting results of each such proposal.
Proposal No. 1:Election of Directors. The following directors were elected to serve until the annual meeting of shareholders in 2023 or until their successors are duly designated and qualified. Each nominee was an incumbent director, no other person was nominated, and each nominee was elected. The number of votes cast was approximately as follows:
Nominees for Director | Votes For | Votes Withheld/Abstained | Broker Non-Votes |
|---|---|---|---|
Ronald M. Cofield, Sr. | 54,075,713 | 310,225 | 6,954,698 |
Shantella E. Cooper | 54,060,766 | 325,172 | 6,954,698 |
John C. Corbett | 53,803,702 | 582,236 | 6,954,698 |
Jean E. Davis | 52,795,095 | 1,590,843 | 6,954,698 |
Martin B. Davis | 53,936,690 | 449,248 | 6,954,698 |
Robert H. Demere, Jr. | 53,972,681 | 413,257 | 6,954,698 |
Cynthia A. Hartley | 52,656,419 | 1,729,519 | 6,954,698 |
Douglas J. Hertz | 54,079,169 | 306,769 | 6,954,698 |
Robert R. Hill, Jr. | 53,622,251 | 763,687 | 6,954,698 |
John H. Holcomb III | 53,765,242 | 620,696 | 6,954,698 |
Robert R. Horger | 53,684,065 | 701,873 | 6,954,698 |
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Nominees for Director | Votes For | Votes Withheld/Abstained | Broker Non-Votes |
|---|---|---|---|
Charles W. McPherson | 52,807,277 | 1,578,661 | 6,954,698 |
G. Ruffner Page, Jr. | 53,966,827 | 419,111 | 6,954,698 |
Ernest S. Pinner | 53,798,091 | 587,847 | 6,954,698 |
John C. Pollok | 53,698,959 | 686,979 | 6,954,698 |
William Knox Pou, Jr. | 51,134,433 | 3,251,505 | 6,954,698 |
David G. Salyers | 53,900,406 | 485,532 | 6,954,698 |
Joshua A. Snively | 53,881,525 | 504,413 | 6,954,698 |
Kevin P. Walker | 53,548,562 | 837,376 | 6,954,698 |
Proposal 2: Compensation of Named Executive Officers. The shareholders voted to approve the non-binding advisory proposal on the compensation of the Company’s Named Executive Officers, as disclosed in the proxy statement. The results of the vote were as follows:
Voting For | 48,887,583 |
Voting Against | 5,191,416 |
Abstain from Voting | 306,939 |
Non-Votes | 6,954,698 |
| 61,340,636 |
Proposal 3: Appointment of Independent Registered Public Accounting Firm. The shareholders voted to ratify, as an advisory, non-binding vote, the appointment of Dixon Hughes Goodman LLP, Certified Public Accountants, as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. The results of the vote were as follows:
Voting For | 60,650,535 |
Voting Against | 593,577 |
Abstain from Voting | 96,524 |
Non-Votes | − |
| 61,340,636 |
Item 9.01 | | | | Financial Statements and Exhibits. | ||||||||||||
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(d) Exhibits. In most cases, documents incorporated by reference to exhibits that have been filed with our reports or proxy statements under the Securities Exchange Act of 1934 are available to the public over the Internet from the SEC’s web site at www.sec.gov. You may also read and copy any such document at the SEC’s public reference room located at 100 F Street, N.E., Room 1580, Washington, D.C. 20549 under our SEC file number (001-12669). | ||||||||||||||||
Exhibit No. | Description of Exhibit | | Incorporated by Reference | |||||||||||||
| | Form | | Commission File No. | | Exhibit | | Filing Date | | Filed Herewith | ||||||
104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) | | | | | | | | | | X | ||||
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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.
SOUTHSTATE CORPORATION | ||||
| (Registrant) | |||
| | | ||
| By: | /s/ William E. Matthews V | ||
Dated: April 27, 2022
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